Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Oct. 21, 2015 | |
Document and Entity Information | ||
Entity Registrant Name | Huntsman CORP | |
Entity Central Index Key | 1,307,954 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2015 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 245,442,518 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 | |
Current assets: | |||
Cash and cash equivalents | [1] | $ 433 | $ 860 |
Restricted cash | [1] | 4 | 10 |
Accounts and notes receivable (net of allowance for doubtful accounts of $28 and $34, respectively), ($463 and $472 pledged as collateral, respectively) | [1] | 1,596 | 1,665 |
Accounts receivable from affiliates | 36 | 42 | |
Inventories | [1] | 1,850 | 2,025 |
Prepaid expenses | 73 | 62 | |
Deferred income taxes | 59 | 62 | |
Other current assets | [1] | 200 | 313 |
Total current assets | 4,251 | 5,039 | |
Property, plant and equipment, net | [1] | 4,380 | 4,423 |
Investment in unconsolidated affiliates | 346 | 350 | |
Intangible assets, net | [1] | 86 | 95 |
Goodwill | 117 | 122 | |
Deferred income taxes | 424 | 435 | |
Other noncurrent assets | [1] | 632 | 538 |
Total assets | 10,236 | 11,002 | |
Current liabilities: | |||
Accounts payable | [1] | 1,037 | 1,218 |
Accounts payable to affiliates | 31 | 57 | |
Accrued liabilities | [1] | 795 | 739 |
Deferred income taxes | 44 | 51 | |
Current portion of debt | [1] | 158 | 267 |
Total current liabilities | 2,065 | 2,332 | |
Long-term debt | [1] | 4,709 | 4,933 |
Notes payable to affiliates | 7 | 6 | |
Deferred income taxes | 348 | 333 | |
Other noncurrent liabilities | [1] | 1,316 | 1,447 |
Total liabilities | $ 8,445 | $ 9,051 | |
Commitments and contingencies (Notes 13 and 14) | |||
Huntsman Corporation stockholders' equity or Huntsman International LLC members' equity: | |||
Common stock $0.01 par value, 1,200,000,000 shares authorized, 249,487,540 and 248,893,036 issued and 244,198,954 and 243,416,979 outstanding in 2015 and 2014, respectively | $ 3 | $ 3 | |
Additional paid-in capital | 3,419 | 3,385 | |
Treasury stock, 4,043,526 shares at both September 30, 2015 and December 31, 2014 | (50) | (50) | |
Unearned stock-based compensation | (21) | (14) | |
Accumulated deficit | (503) | (493) | |
Accumulated other comprehensive loss | (1,245) | (1,053) | |
Total Huntsman Corporation stockholders' equity | 1,603 | 1,778 | |
Noncontrolling interests in subsidiaries | 188 | 173 | |
Total equity | 1,791 | 1,951 | |
Total liabilities and equity | 10,236 | 11,002 | |
Huntsman International | |||
Current assets: | |||
Cash and cash equivalents | [1] | 430 | 710 |
Restricted cash | [1] | 4 | 10 |
Accounts and notes receivable (net of allowance for doubtful accounts of $28 and $34, respectively), ($463 and $472 pledged as collateral, respectively) | [1] | 1,596 | 1,665 |
Accounts receivable from affiliates | 348 | 346 | |
Inventories | [1] | 1,850 | 2,025 |
Prepaid expenses | 72 | 61 | |
Deferred income taxes | 59 | 62 | |
Other current assets | [1] | 200 | 306 |
Total current assets | 4,559 | 5,185 | |
Property, plant and equipment, net | [1] | 4,341 | 4,375 |
Investment in unconsolidated affiliates | 346 | 350 | |
Intangible assets, net | [1] | 87 | 96 |
Goodwill | 117 | 122 | |
Deferred income taxes | 424 | 435 | |
Other noncurrent assets | [1] | 631 | 538 |
Total assets | 10,505 | 11,101 | |
Current liabilities: | |||
Accounts payable | [1] | 1,037 | 1,218 |
Accounts payable to affiliates | 54 | 74 | |
Accrued liabilities | [1] | 799 | 736 |
Deferred income taxes | 44 | 52 | |
Note payable to affiliate | 100 | 100 | |
Current portion of debt | [1] | 158 | 267 |
Total current liabilities | 2,192 | 2,447 | |
Long-term debt | [1] | 4,709 | 4,933 |
Notes payable to affiliates | 802 | 656 | |
Deferred income taxes | 342 | 326 | |
Other noncurrent liabilities | [1] | 1,317 | 1,443 |
Total liabilities | $ 9,362 | $ 9,805 | |
Commitments and contingencies (Notes 13 and 14) | |||
Huntsman Corporation stockholders' equity or Huntsman International LLC members' equity: | |||
Members' equity, 2,728 units issued and outstanding | $ 3,187 | $ 3,166 | |
Accumulated deficit | (958) | (956) | |
Accumulated other comprehensive loss | (1,274) | (1,087) | |
Total Huntsman International LLC members' equity | 955 | 1,123 | |
Noncontrolling interests in subsidiaries | 188 | 173 | |
Total equity | 1,143 | 1,296 | |
Total liabilities and equity | $ 10,505 | $ 11,101 | |
[1] | At September 30, 2015 and December 31, 2014, respectively, $42 and $46 of cash and cash equivalents, $4 and $10 of restricted cash, $35 and $41 of accounts and notes receivable (net), $45 and $68 of inventories, $6 each of other current assets, $313 and $339 of property, plant and equipment (net), $36 and $40 of intangible assets (net), $28 and $27 of other noncurrent assets, $72 and $92 of accounts payable, $29 and $37 of accrued liabilities, $19 and $172 of current portion of debt, $139 and $36 of longterm debt, and $99 and $97 of other noncurrent liabilities from consolidated variable interest entities are included in the respective Balance Sheet captions above. See “Note 5. Variable Interest Entities.” |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 | |
Accounts and notes receivable, allowance for doubtful accounts (in dollars) | $ 28 | $ 34 | |
Accounts and notes receivable, pledged as collateral (in dollars) | $ 463 | $ 472 | |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | |
Common stock, shares authorized | 1,200,000,000 | 1,200,000,000 | |
Common stock, shares issued | 249,487,540 | 248,893,036 | |
Common stock, shares outstanding | 244,198,954 | 243,416,979 | |
Treasury stock, shares | 4,043,526 | 4,043,526 | |
Variable Interest Entity | |||
Cash and cash equivalents | [1] | $ 433 | $ 860 |
Restricted cash | [1] | 4 | 10 |
Accounts and notes receivable (net) | [1] | 1,596 | 1,665 |
Inventories | [1] | 1,850 | 2,025 |
Other current assets | [1] | 200 | 313 |
Property, plant and equipment (net) | [1] | 4,380 | 4,423 |
Intangible assets (net) | [1] | 86 | 95 |
Other noncurrent assets | [1] | 632 | 538 |
Accounts payable | [1] | 1,037 | 1,218 |
Accrued liabilities | [1] | 795 | 739 |
Current portion of debt | [1] | 158 | 267 |
Long-term debt | [1] | 4,709 | 4,933 |
Other noncurrent liabilities | [1] | 1,316 | 1,447 |
Consolidated VIE's | |||
Variable Interest Entity | |||
Cash and cash equivalents | 42 | 46 | |
Restricted cash | 4 | 10 | |
Accounts and notes receivable (net) | 35 | 41 | |
Inventories | 45 | 68 | |
Other current assets | 6 | 6 | |
Property, plant and equipment (net) | 313 | 339 | |
Intangible assets (net) | 36 | 40 | |
Other noncurrent assets | 28 | 27 | |
Accounts payable | 72 | 92 | |
Accrued liabilities | 29 | 37 | |
Current portion of debt | 19 | 172 | |
Long-term debt | 139 | 36 | |
Other noncurrent liabilities | 99 | 97 | |
Huntsman International | |||
Accounts and notes receivable, allowance for doubtful accounts (in dollars) | 28 | 34 | |
Accounts and notes receivable, pledged as collateral (in dollars) | $ 463 | $ 472 | |
Members' equity, units issued (in units) | 2,728 | 2,728 | |
Members' equity, units outstanding (in units) | 2,728 | 2,728 | |
Variable Interest Entity | |||
Cash and cash equivalents | [1] | $ 430 | $ 710 |
Restricted cash | [1] | 4 | 10 |
Accounts and notes receivable (net) | [1] | 1,596 | 1,665 |
Inventories | [1] | 1,850 | 2,025 |
Other current assets | [1] | 200 | 306 |
Property, plant and equipment (net) | [1] | 4,341 | 4,375 |
Intangible assets (net) | [1] | 87 | 96 |
Other noncurrent assets | [1] | 631 | 538 |
Accounts payable | [1] | 1,037 | 1,218 |
Accrued liabilities | [1] | 799 | 736 |
Current portion of debt | [1] | 158 | 267 |
Long-term debt | [1] | 4,709 | 4,933 |
Other noncurrent liabilities | [1] | 1,317 | 1,443 |
Huntsman International | Consolidated VIE's | |||
Variable Interest Entity | |||
Cash and cash equivalents | 42 | 46 | |
Restricted cash | 4 | 10 | |
Accounts and notes receivable (net) | 35 | 41 | |
Inventories | 45 | 68 | |
Other current assets | 6 | 6 | |
Property, plant and equipment (net) | 313 | 339 | |
Intangible assets (net) | 36 | 40 | |
Other noncurrent assets | 28 | 27 | |
Accounts payable | 72 | 92 | |
Accrued liabilities | 29 | 37 | |
Current portion of debt | 19 | 172 | |
Long-term debt | 139 | 36 | |
Other noncurrent liabilities | $ 99 | $ 97 | |
[1] | At September 30, 2015 and December 31, 2014, respectively, $42 and $46 of cash and cash equivalents, $4 and $10 of restricted cash, $35 and $41 of accounts and notes receivable (net), $45 and $68 of inventories, $6 each of other current assets, $313 and $339 of property, plant and equipment (net), $36 and $40 of intangible assets (net), $28 and $27 of other noncurrent assets, $72 and $92 of accounts payable, $29 and $37 of accrued liabilities, $19 and $172 of current portion of debt, $139 and $36 of longterm debt, and $99 and $97 of other noncurrent liabilities from consolidated variable interest entities are included in the respective Balance Sheet captions above. See “Note 5. Variable Interest Entities.” |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Revenues: | ||||
Trade sales, services and fees, net | $ 2,605 | $ 2,819 | $ 7,862 | $ 8,433 |
Related party sales | 33 | 65 | 105 | 194 |
Total revenues | 2,638 | 2,884 | 7,967 | 8,627 |
Cost of goods sold | 2,165 | 2,369 | 6,495 | 7,157 |
Gross profit | 473 | 515 | 1,472 | 1,470 |
Operating expenses: | ||||
Selling, general and administrative | 232 | 227 | 727 | 700 |
Research and development | 41 | 40 | 124 | 113 |
Other operating expense (income) | 17 | 7 | 8 | (2) |
Restructuring, impairment and plant closing costs | 14 | 39 | 221 | 91 |
Total expenses | 304 | 313 | 1,080 | 902 |
Operating income (loss) | 169 | 202 | 392 | 568 |
Interest expense | (49) | (49) | (158) | (148) |
Equity in income of investment in unconsolidated affiliates | 2 | 5 | 6 | |
Loss on early extinguishment of debt | (8) | (31) | ||
Other expense | (1) | (2) | ||
Income from continuing operations before income taxes | 112 | 154 | 206 | 426 |
Income tax (expense) benefit | (49) | 40 | (85) | (39) |
Income from continuing operations | 63 | 194 | 121 | 387 |
Loss from discontinued operations, net of tax | (4) | (7) | ||
Net income | 63 | 194 | 117 | 380 |
Net income attributable to noncontrolling interests | (8) | (6) | (28) | (19) |
Net income (loss) attributable to Huntsman Corporation or Huntsman International LLC | $ 55 | $ 188 | $ 89 | $ 361 |
Basic income (loss) per share: | ||||
Income from continuing operations attributable to Huntsman Corporation common stockholders (in dollars per share) | $ 0.23 | $ 0.77 | $ 0.38 | $ 1.52 |
Loss from discontinued operations attributable to Huntsman Corporation common stockholders, net of tax (in dollars per share) | (0.02) | (0.03) | ||
Net income attributable to Huntsman Corporation common stockholders (in dollars per share) | $ 0.23 | $ 0.77 | $ 0.36 | $ 1.49 |
Weighted average shares (in shares) | 244.2 | 242.6 | 244.1 | 241.8 |
Diluted income (loss) per share: | ||||
Income from continuing operations attributable to Huntsman Corporation common stockholders (in dollars per share) | $ 0.22 | $ 0.76 | $ 0.38 | $ 1.50 |
Loss from discontinued operations attributable to Huntsman Corporation common stockholders, net of tax (in dollars per share) | (0.02) | (0.03) | ||
Net income attributable to Huntsman Corporation common stockholders (in dollars per share) | $ 0.22 | $ 0.76 | $ 0.36 | $ 1.47 |
Weighted average shares (in shares) | 246.6 | 246.7 | 247 | 245.7 |
Amounts attributable to Huntsman Corporation common stockholders: | ||||
Income from continuing operations | $ 55 | $ 188 | $ 93 | $ 368 |
Loss from discontinued operations, net of tax | (4) | (7) | ||
Net income | $ 55 | $ 188 | $ 89 | $ 361 |
Dividends per share (in dollars per share) | $ 0.125 | $ 0.125 | $ 0.375 | $ 0.375 |
Huntsman International | ||||
Revenues: | ||||
Trade sales, services and fees, net | $ 2,605 | $ 2,819 | $ 7,862 | $ 8,433 |
Related party sales | 33 | 65 | 105 | 194 |
Total revenues | 2,638 | 2,884 | 7,967 | 8,627 |
Cost of goods sold | 2,164 | 2,368 | 6,492 | 7,150 |
Gross profit | 474 | 516 | 1,475 | 1,477 |
Operating expenses: | ||||
Selling, general and administrative | 231 | 226 | 723 | 696 |
Research and development | 41 | 40 | 124 | 113 |
Other operating expense (income) | 17 | 7 | 8 | (2) |
Restructuring, impairment and plant closing costs | 14 | 39 | 221 | 91 |
Total expenses | 303 | 312 | 1,076 | 898 |
Operating income (loss) | 171 | 204 | 399 | 579 |
Interest expense | (51) | (52) | (165) | (155) |
Equity in income of investment in unconsolidated affiliates | 2 | 5 | 6 | |
Loss on early extinguishment of debt | (8) | (31) | ||
Other expense | (1) | (1) | ||
Income from continuing operations before income taxes | 112 | 153 | 207 | 430 |
Income tax (expense) benefit | (48) | 51 | (85) | (29) |
Income from continuing operations | 64 | 204 | 122 | 401 |
Loss from discontinued operations, net of tax | (4) | (7) | ||
Net income | 64 | 204 | 118 | 394 |
Net income attributable to noncontrolling interests | (8) | (6) | (28) | (19) |
Net income (loss) attributable to Huntsman Corporation or Huntsman International LLC | 56 | 198 | 90 | 375 |
Amounts attributable to Huntsman Corporation common stockholders: | ||||
Net income | $ 56 | $ 198 | $ 90 | $ 375 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Net income | $ 63 | $ 194 | $ 117 | $ 380 |
Other comprehensive loss, net of tax: | ||||
Foreign currency translations adjustments, net of tax of $1 and $(17) for the three months ended, respectively, and $(19) each for the nine months ended, respectively | (96) | (108) | (238) | (108) |
Pension and other postretirement benefits adjustments, net of tax | 14 | 16 | 36 | 33 |
Other, net | (6) | 1 | 3 | 2 |
Other comprehensive (loss) income, net of tax | (88) | (91) | (199) | (73) |
Comprehensive (loss) income | (25) | 103 | (82) | 307 |
Comprehensive (income attributable to noncontrolling interests | (6) | (2) | (21) | (12) |
Comprehensive (loss) income attributable to Huntsman Corporation or Huntsman International LLC | (31) | 101 | (103) | 295 |
Huntsman International | ||||
Net income | 64 | 204 | 118 | 394 |
Other comprehensive loss, net of tax: | ||||
Foreign currency translations adjustments, net of tax of $1 and $(17) for the three months ended, respectively, and $(19) each for the nine months ended, respectively | (95) | (108) | (238) | (108) |
Pension and other postretirement benefits adjustments, net of tax | 15 | 18 | 41 | 38 |
Other, net | (6) | 1 | 3 | 2 |
Other comprehensive (loss) income, net of tax | (86) | (89) | (194) | (68) |
Comprehensive (loss) income | (22) | 115 | (76) | 326 |
Comprehensive (income attributable to noncontrolling interests | (6) | (2) | (21) | (12) |
Comprehensive (loss) income attributable to Huntsman Corporation or Huntsman International LLC | $ (28) | $ 113 | $ (97) | $ 314 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Foreign currency translations adjustments, tax | $ 1 | $ (17) | $ (19) | $ (19) |
Pension and other postretirement benefits adjustments, tax | (5) | (5) | (11) | (11) |
Huntsman International | ||||
Foreign currency translations adjustments, tax | 1 | (17) | (19) | (19) |
Pension and other postretirement benefits adjustments, tax | $ (4) | $ (5) | $ (11) | $ (12) |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Millions | Huntsman InternationalMembers' equity | Huntsman InternationalAccumulated deficit | Huntsman InternationalAccumulated other comprehensive (loss) income | Huntsman InternationalNoncontrolling interests in subsidiaries | Huntsman International | Common stock | Additional paid-in capital | Treasury stock | Unearned stock-based compensation | Accumulated deficit | Accumulated other comprehensive (loss) income | Noncontrolling interests in subsidiaries | Total |
Balance at Dec. 31, 2013 | $ 2 | $ 3,305 | $ (50) | $ (13) | $ (687) | $ (577) | $ 149 | $ 2,129 | |||||
Balance (in shares) at Dec. 31, 2013 | 240,401,442 | ||||||||||||
Balance at Dec. 31, 2013 | $ 3,138 | $ (1,194) | $ (618) | $ 149 | $ 1,475 | ||||||||
Balance (in units) at Dec. 31, 2013 | 2,728 | ||||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||
Net income | 375 | 19 | 394 | 361 | 19 | 380 | |||||||
Dividends paid to parent | (91) | (91) | |||||||||||
Other comprehensive loss | (61) | (7) | (68) | (66) | (7) | (73) | |||||||
Issuance of nonvested stock awards | 15 | (15) | |||||||||||
Vesting of stock awards | 7 | 7 | |||||||||||
Vesting of stock awards (in shares) | 1,006,291 | ||||||||||||
Recognition of stock-based compensation | 7 | 11 | 18 | ||||||||||
Repurchase and cancellation of stock awards | (7) | (7) | |||||||||||
Repurchase and cancellation of stock awards (in shares) | (298,045) | ||||||||||||
Stock options exercised | $ 1 | 32 | 33 | ||||||||||
Stock options exercised (in shares) | 1,647,739 | ||||||||||||
Contribution from parent | $ 21 | 21 | |||||||||||
Dividends paid to noncontrolling interests | (4) | (4) | (4) | (4) | |||||||||
Cash received for a noncontrolling interest of a subsidiary | 5 | 5 | 5 | 5 | |||||||||
Accrued and unpaid dividends | (1) | (1) | |||||||||||
Dividends declared on common stock | (91) | (91) | |||||||||||
Balance at Sep. 30, 2014 | $ 3 | 3,366 | (50) | (17) | (425) | (643) | 162 | 2,396 | |||||
Balance (in shares) at Sep. 30, 2014 | 242,757,427 | ||||||||||||
Balance at Sep. 30, 2014 | $ 3,159 | (910) | (679) | 162 | 1,732 | ||||||||
Balance (in units) at Sep. 30, 2014 | 2,728 | ||||||||||||
Balance at Dec. 31, 2014 | $ 3 | 3,385 | (50) | (14) | (493) | (1,053) | 173 | 1,951 | |||||
Balance (in shares) at Dec. 31, 2014 | 243,416,979 | ||||||||||||
Balance at Dec. 31, 2014 | $ 3,166 | (956) | (1,087) | 173 | $ 1,296 | ||||||||
Balance (in units) at Dec. 31, 2014 | 2,728 | 2,728 | |||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||
Net income | 90 | 28 | $ 118 | 89 | 28 | 117 | |||||||
Dividends paid to parent | (92) | (92) | |||||||||||
Other comprehensive loss | (187) | (7) | (194) | (192) | (7) | (199) | |||||||
Issuance of nonvested stock awards | 19 | (19) | |||||||||||
Vesting of stock awards | 6 | 6 | |||||||||||
Vesting of stock awards (in shares) | 1,037,743 | ||||||||||||
Recognition of stock-based compensation | 7 | 12 | 19 | ||||||||||
Repurchase and cancellation of stock awards | (7) | (7) | |||||||||||
Repurchase and cancellation of stock awards (in shares) | (304,340) | ||||||||||||
Stock options exercised | 1 | 1 | |||||||||||
Stock options exercised (in shares) | 48,572 | ||||||||||||
Contribution from parent | $ 20 | 20 | |||||||||||
Dividends paid to noncontrolling interests | (6) | (6) | (6) | (6) | |||||||||
Excess tax benefit related to stock-based compensation | 1 | 1 | 1 | 1 | |||||||||
Dividends declared on common stock | (92) | (92) | |||||||||||
Balance at Sep. 30, 2015 | $ 3 | $ 3,419 | $ (50) | $ (21) | $ (503) | $ (1,245) | $ 188 | $ 1,791 | |||||
Balance (in shares) at Sep. 30, 2015 | 244,198,954 | ||||||||||||
Balance at Sep. 30, 2015 | $ 3,187 | $ (958) | $ (1,274) | $ 188 | $ 1,143 | ||||||||
Balance (in units) at Sep. 30, 2015 | 2,728 | 2,728 |
CONDENSED CONSOLIDATED STATEME8
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | ||
Operating Activities: | |||
Net income | $ 117 | $ 380 | |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Equity in income of investment in unconsolidated affiliates | (5) | (6) | |
Depreciation and amortization | 297 | 335 | |
Loss on early extinguishment of debt | 31 | ||
Noncash interest expense | 9 | 8 | |
Noncash restructuring and impairment charges | 87 | 36 | |
Deferred income taxes | (51) | (44) | |
Noncash loss on foreign currency transactions | 12 | 13 | |
Stock-based compensation | 21 | 22 | |
Other, net | 2 | (6) | |
Changes in operating assets and liabilities : | |||
Accounts and notes receivable | (53) | (161) | |
Inventories | 46 | (112) | |
Prepaid expenses | (13) | (32) | |
Other current assets | 50 | (74) | |
Other noncurrent assets | (92) | (32) | |
Accounts payable | (111) | 131 | |
Accrued liabilities | 74 | (59) | |
Other noncurrent liabilities | (34) | (56) | |
Net cash provided by (used in) operating activities | 387 | 343 | |
Investing Activities: | |||
Capital expenditures | (454) | (351) | |
Cash received from unconsolidated affiliates | 33 | 38 | |
Investment in unconsolidated affiliates | (38) | (37) | |
Acquisition of businesses, net of cash acquired | (14) | ||
Cash received from purchase price adjustment for business acquired | 18 | ||
Proceeds from sale of businesses/assets | 1 | 15 | |
Cash received from termination of cross-currency interest rate contracts | 66 | ||
Change in restricted cash | 5 | ||
Other, net | (2) | ||
Net cash (used in) provided by investing activities | (383) | (337) | |
Financing Activities: | |||
Net borrowings under revolving loan facilities | (1) | ||
Net (repayments) borrowings on overdraft facilities | (3) | 2 | |
Repayments of short-term debt | (17) | (8) | |
Borrowings on short-term debt | 11 | 10 | |
Repayments of long-term debt | (594) | (42) | |
Proceeds from issuance of long-term debt | 326 | 204 | |
Repayments of notes payable | (24) | (25) | |
Borrowings on notes payable | 33 | 32 | |
Debt issuance costs paid | (8) | (39) | |
Call premiums related to early extinguishment of debt | (34) | ||
Contingent consideration paid for business acquired | (4) | (6) | |
Dividends paid to common stockholders | (92) | (91) | |
Dividends paid to noncontrolling interest | (6) | (4) | |
Repurchase and cancellation of stock awards | (7) | (7) | |
Proceeds from issuance of common stock | 1 | 32 | |
Cash received for a noncontrolling interest of a subsidiary | 5 | ||
Excess tax benefit related to stock-based compensation | 1 | ||
Other, net | (1) | ||
Net cash (used in) provided by financing activities | (418) | 62 | |
Effect of exchange rate changes on cash | (13) | (6) | |
Decrease in cash and cash equivalents | (427) | 62 | |
Cash and cash equivalents at beginning of period | 860 | [1] | 520 |
Cash and cash equivalents at end of period | 433 | [1] | 582 |
Supplemental cash flow information: | |||
Cash paid for interest | 158 | 145 | |
Cash paid for income taxes | 81 | 156 | |
Huntsman International | |||
Operating Activities: | |||
Net income | 118 | 394 | |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Equity in income of investment in unconsolidated affiliates | (5) | (6) | |
Depreciation and amortization | 287 | 322 | |
Loss on early extinguishment of debt | 31 | ||
Noncash interest expense | 15 | 15 | |
Noncash restructuring and impairment charges | 87 | 36 | |
Deferred income taxes | (51) | (43) | |
Noncash loss on foreign currency transactions | 12 | 13 | |
Noncash compensation | 20 | 21 | |
Other, net | 3 | (6) | |
Changes in operating assets and liabilities : | |||
Accounts and notes receivable | (53) | (161) | |
Inventories | 46 | (112) | |
Prepaid expenses | (13) | (31) | |
Other current assets | 43 | (67) | |
Other noncurrent assets | (92) | (33) | |
Accounts payable | (118) | 124 | |
Accrued liabilities | 80 | (78) | |
Other noncurrent liabilities | (27) | (50) | |
Net cash provided by (used in) operating activities | 383 | 338 | |
Investing Activities: | |||
Capital expenditures | (454) | (351) | |
Cash received from unconsolidated affiliates | 33 | 38 | |
Investment in unconsolidated affiliates | (38) | (37) | |
Acquisition of businesses, net of cash acquired | (14) | ||
Cash received from purchase price adjustment for business acquired | 18 | ||
Proceeds from sale of businesses/assets | 1 | 15 | |
Increase in receivable from affiliate | (1) | (4) | |
Cash received from termination of cross-currency interest rate contracts | 66 | ||
Change in restricted cash | 5 | ||
Other, net | (2) | ||
Net cash (used in) provided by investing activities | (384) | (341) | |
Financing Activities: | |||
Net borrowings under revolving loan facilities | (1) | ||
Net (repayments) borrowings on overdraft facilities | (3) | 2 | |
Repayments of short-term debt | (17) | (8) | |
Borrowings on short-term debt | 11 | 10 | |
Repayments of long-term debt | (594) | (42) | |
Proceeds from issuance of long-term debt | 326 | 204 | |
Proceeds from issuance of notes payable from affiliate | 195 | ||
Repayments of notes payable to affiliate | (50) | (65) | |
Repayments of notes payable | (24) | (25) | |
Borrowings on notes payable | 33 | 32 | |
Debt issuance costs paid | (8) | (39) | |
Call premiums related to early extinguishment of debt | (34) | ||
Contingent consideration paid for business acquired | (4) | (6) | |
Dividends paid to noncontrolling interest | (6) | (4) | |
Dividends paid to parent | (92) | (91) | |
Cash received for a noncontrolling interest of a subsidiary | 5 | ||
Excess tax benefit related to stock-based compensation | 1 | ||
Other, net | 2 | ||
Net cash (used in) provided by financing activities | (266) | (26) | |
Effect of exchange rate changes on cash | (13) | (6) | |
Decrease in cash and cash equivalents | (280) | (35) | |
Cash and cash equivalents at beginning of period | 710 | [1] | 515 |
Cash and cash equivalents at end of period | 430 | [1] | 480 |
Supplemental cash flow information: | |||
Cash paid for interest | 158 | 145 | |
Cash paid for income taxes | $ 81 | $ 156 | |
[1] | At September 30, 2015 and December 31, 2014, respectively, $42 and $46 of cash and cash equivalents, $4 and $10 of restricted cash, $35 and $41 of accounts and notes receivable (net), $45 and $68 of inventories, $6 each of other current assets, $313 and $339 of property, plant and equipment (net), $36 and $40 of intangible assets (net), $28 and $27 of other noncurrent assets, $72 and $92 of accounts payable, $29 and $37 of accrued liabilities, $19 and $172 of current portion of debt, $139 and $36 of longterm debt, and $99 and $97 of other noncurrent liabilities from consolidated variable interest entities are included in the respective Balance Sheet captions above. See “Note 5. Variable Interest Entities.” |
CONDENSED CONSOLIDATED STATEME9
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Capital expenditures in accounts payable | $ 49 | $ 40 |
Assets acquired under capital lease | 0 | 10 |
Huntsman International | ||
Capital expenditures in accounts payable | 49 | 40 |
Stock-based compensation | 20 | 21 |
Assets acquired under capital lease | $ 0 | $ 10 |
GENERAL
GENERAL | 9 Months Ended |
Sep. 30, 2015 | |
GENERAL | |
GENERAL | 1. GENERAL CERTAIN DEFINITIONS For convenience in this report, the terms "Company," "our," "us" or "we" may be used to refer to Huntsman Corporation and, unless the context otherwise requires, its subsidiaries and predecessors. In this report, "Huntsman International" refers to Huntsman International LLC (our 100% owned subsidiary) and, unless the context otherwise requires, its subsidiaries. In this report, we may use, without definition, the common names of competitors or other industry participants. We may also use the common names or abbreviations for certain chemicals or products. INTERIM FINANCIAL STATEMENTS Our interim condensed consolidated financial statements (unaudited) and Huntsman International's interim condensed consolidated financial statements (unaudited) were prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP" or "U.S. GAAP") and in management's opinion reflect all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of results of operations, comprehensive income, financial position and cash flows for the periods presented. Results for interim periods are not necessarily indicative of those to be expected for the full year. These condensed consolidated financial statements (unaudited) should be read in conjunction with the audited consolidated financial statements and notes to consolidated financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2014 for our Company and Huntsman International. DESCRIPTION OF BUSINESS We are a global manufacturer of differentiated organic chemical products and of inorganic chemical products. Our products comprise a broad range of chemicals and formulations, which we market globally to a diversified group of consumer and industrial customers. Our products are used in a wide range of applications, including those in the adhesives, aerospace, automotive, construction products, personal care and hygiene, durable and non-durable consumer products, electronics, medical, packaging, paints and coatings, power generation, refining, synthetic fiber, textile chemicals and dye industries. We are a leading global producer in many of our key product lines, including MDI, amines, surfactants, maleic anhydride, epoxy-based polymer formulations, textile chemicals, dyes, titanium dioxide and color pigments. We operate in five segments: Polyurethanes, Performance Products, Advanced Materials, Textile Effects , and Pigments and Additives. Our Polyurethanes, Performance Products, Advanced Materials and Textile Effects segments produce differentiated organic chemical products and our Pigments and Additives segment produces inorganic chemical products. In a series of transactions beginning in 2006, we sold or shutdown substantially all of our Australian styrenics operations and our North American polymers and base chemicals operations. We report the results of these businesses as discontinued operations. COMPANY Our Company, a Delaware corporation, was formed in 2004 to hold the Huntsman businesses. Jon M. Huntsman founded the predecessor to our Company in 1970 as a small packaging company. Since then, we have grown through a series of acquisitions and now own a global portfolio of businesses. Currently, we operate all of our businesses through Huntsman International, our 100% owned subsidiary. Huntsman International is a Delaware limited liability company and was formed in 1999. HUNTSMAN CORPORATION AND HUNTSMAN INTERNATIONAL FINANCIAL STATEMENTS Except where otherwise indicated, these notes relate to the condensed consolidated financial statements (unaudited) for both our Company and Huntsman International. The differences between our financial statements and Huntsman International's financial statements relate primarily to the following: • purchase accounting recorded at our Company for the 2003 step-acquisition of Huntsman International Holdings LLC, the former parent company of Huntsman International that was merged into Huntsman International in 2005; • the different capital structures; and • a note payable from Huntsman International to us. PRINCIPLES OF CONSOLIDATION Our condensed consolidated financial statements (unaudited) include the accounts of our wholly-owned and majority-owned subsidiaries and any variable interest entities for which we are the primary beneficiary. Intercompany accounts and transactions have been eliminated. RECENT DEVELOPMENTS Share Repurchase Program On September 29, 2015, our Board of Directors authorized our Company to repurchase up to $150 million in shares of our common stock . Repurchases under this program may be made through open market transactions, in privately negotiated transactions, accelerated share repurchase programs or by other means. The timing and actual number of any shares repurchased will depend 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 ti me to time without prior notice . During the nine months ended September 30, 2015, we did not repurchase any shares of our outstanding common stock under the authorized repurchase program. We intend to begin repurchasing shares under this program beginning in the fourth quarter of 2015. USE OF ESTIMATES The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
RECENTLY ISSUED ACCOUNTING PRON
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS | 9 Months Ended |
Sep. 30, 2015 | |
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS | |
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS | 2. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS Accounting Pronouncements Adopted During 2015 In April 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity , changing the criteria for reporting discontinued operations and enhancing reporting requirements for discontinued operations. A disposal of a component of an entity or a group of components of an entity will be required to be reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity's operations and financial results. Further, the amendments in this ASU will require an entity to present, for each comparative period, the assets and liabilities of a disposal group that includes a discontinued operation separately in the asset and liability sections, respectively, of the statement of financial position. The amendments in this ASU are effective prospectively for all disposals (or classifications as held for sale) of components of an entity that occur within annual periods beginning on or after December 15, 2014, and interim periods within those years, and for all businesses that, on acquisition, are classified as held for sale that occur within annual periods beginning on or after December 15, 2014, and interim periods within those years. We adopted the amendments in this ASU effective January 1, 2015, and the initial adoption of the amendments in this ASU did not have a significant impact on our condensed consolidated financial statements (unaudited). Accounting Pronouncements Pending Adoption in Future Periods In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) , outlining a single comprehensive model for entities to use in accounting for revenues arising from contracts with customers and supersedes most current revenue recognition guidance. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date , deferring the effective date of ASU No. 2014-09 for all entities by one year. The amendments in these ASUs are effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. The amendments in ASU No. 2014-09 should be applied retrospectively, and early application is permitted. We are currently evaluating the impact of the adoption of the amendments in ASU No. 2014-09 on our condensed consolidated financial statements (unaudited). In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern, providing guidance about management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures. The amendments in this ASU are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early adoption is permitted. We do not expect the adoption of the amendments in this ASU to have a significant impact on our condensed consolidated financial statements (unaudited). In January 2015, the FASB issued ASU No. 2015-01, Income Statement—Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items , eliminating from US GAAP the concept of extraordinary items. Reporting entities will no longer have to assess whether a particular event or transaction event is extraordinary. The amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. A reporting entity may apply the amendments prospectively or may also apply them retrospectively to all prior periods presented in the financial statements. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. We do not expect the adoption of the amendments in this ASU to have a significant impact on our condensed consolidated financial statements (unaudited). In February 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis . The amendments in this ASU change the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities by placing more emphasis on risk of loss when determining a controlling financial interest. These amendments affect areas specific to limited partnerships and similar legal entities, evaluating fees paid to a decision maker or service provider as a variable interest, the effects of both fee arrangements and related parties on the primary beneficiary determination and certain investment funds. The amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. A reporting entity may apply the amendments retrospectively or using a modified retrospective approach. Early adoption is permitted, including adoption in an interim period provided that any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. We do not expect the adoption of the amendments in this ASU to have a significant impact on our condensed consolidated financial statements (unaudited). In April 2015, the FASB issued ASU No. 2015-03, Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs . The amendments in this ASU require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts, and that amortization of debt issuance costs shall be reported as interest expense. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASU. The amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015, with early application permitted. Entities would apply the new guidance retrospectively to all prior periods. We do not expect the adoption of the amendment in this ASU to have a significant impact on our condensed consolidated financial statements (unaudited). In April 2015, the FASB issued ASU No. 2015-05, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer's Accounting for Fees Paid in a Cloud Computing Arrangement . The amendments in this ASU provide guidance that will help entities evaluate the accounting for fees paid by a customer in a cloud computing arrangement, including whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the customer should account for the software license consistent with the acquisition of other software licenses; otherwise, the customer should account for the arrangement as a service contract. The amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Entities can elect to adopt the amendments either prospectively to all arrangements entered into after the effective date or retrospectively to all prior periods. We do not expect the adoption of the amendment in this ASU to have a significant impact on our condensed consolidated financial statements (unaudited). In July 2015, the FASB issued ASU No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory . The amendments in this ASU do not apply to inventory that is measured using last-in, first-out (LIFO) or the retail inventory method, but rather does apply to all other inventory, which includes inventory that is measured using first-in, first-out (FIFO) or average cost. An entity should measure in scope inventory at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Subsequent measurement is unchanged for inventory measured using LIFO or the retail inventory method. The amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. The amendments in this ASU should be applied prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. We do not expect the adoption of the amendment in this ASU to have a significant impact on our condensed consolidated financial statements (unaudited). In September 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments . The amendments in this ASU require that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the current reporting period in which the adjustment amounts are determined and calculated as if the accounting had been completed at the acquisition date. The amendments in this ASU also require an entity to present separately on the face of the income statement or disclose in the notes the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. The amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. The amendments in this ASU should be applied prospectively to adjustments to provisional amounts that occur after the effective date of this ASU with earlier application permitted for financial statements that have not been issued. We do not expect the adoption of the amendment in this ASU to have a significant impact on our condensed consolidated financial statements (unaudited). |
BUSINESS COMBINATIONS
BUSINESS COMBINATIONS | 9 Months Ended |
Sep. 30, 2015 | |
BUSINESS COMBINATIONS | |
BUSINESS COMBINATIONS | 3. BUSINESS COMBINATIONS ROCKWOOD ACQUISITION On October 1, 2014, we completed the acquisition of the Performance Additives and Titanium Dioxide businesses (the "Rockwood Acquisition") of Rockwood Holdings, Inc. ("Rockwood"). We paid $1.02 billion in cash and assumed certain unfunded pension liabilities in connection with the Rockwood Acquisition. The acquisition was financed using a bank term loan. The majority of the acquired businesses have been integrated into our Pigments and Additives segment. Transaction costs charged to expense related to this acquisition were approximately nil and $5 million for the three months ended September 30, 2015 and 2014, respectively, and approximately nil and $10 million for the nine months ended September 30, 2015 and 2014, respectively, and were recorded in selling, general and administrative expenses in our condensed consolidated statements of operations (unaudited). The following businesses were acquired from Rockwood: • titanium dioxide, a white pigment derived from titanium bearing ores with strong specialty business in fibers, inks, pharmaceuticals, food and cosmetics; • functional additives made from barium and zinc based inorganics used to make colors more brilliant, primarily in plastics, coatings, films, food, cosmetics, pharmaceuticals and paper; • color pigments made from synthetic iron-oxide and other non-titanium dioxide inorganic pigments used by manufacturers of coatings and colorants; • timber treatment wood protection chemicals used primarily in residential and commercial applications; • water treatment products used to improve water purity in industrial, commercial and municipal applications; and • specialty automotive molded components. In connection with securing certain regulatory approvals required to complete the Rockwood Acquisition, we sold our TiO2 TR52 product line used in printing inks to Henan Billions Chemicals Co., Ltd. ("Henan") in December 2014. The sale did not include any manufacturing assets but does include an agreement to supply TR52 product to Henan during a transitional period. We have accounted for the Rockwood Acquisition using the acquisition method. As such, we analyzed the fair value of tangible and intangible assets acquired and liabilities assumed. The allocation of acquisition cost to the assets acquired and liabilities assumed is summarized as follows (dollars in millions): Cash paid for Rockwood Acquisition in 2014 $ Purchase price adjustment received in 2015 ) Net acquisition cost $ Fair value of assets acquired and liabilities assumed: Cash $ Accounts receivable, net Inventories Prepaid expenses and other current assets Property, plant and equipment Intangible assets Deferred income taxes, non-current Other assets Accounts payable ) Accrued expenses and other current liabilities ) Long-term debt, non-current ) Pension and related liabilities ) Deferred income taxes, non-current ) Other liabilities ) Total fair value of net assets acquired Noncontrolling interest ) Total $ During the second quarter of 2015, we received $18 million related to the settlement of certain purchase price adjustments. As a result of the finalization of the valuation of the assets and liabilities, reallocations were made in certain property, plant and equipment, deferred tax, accrued liability and other long-term liability balances. None of the fair value of this acquisition was allocated to goodwill. Intangible assets acquired consist primarily of developed technology, trademarks and customer relationships, all of which are being amortized over nine years. The noncontrolling interest primarily relates to Viance, LLC ("Viance"), a 50%-owned joint venture with Dow Chemical acquired as part of the Rockwood Acquisition. The noncontrolling interest was valued at 50% of the fair value of the net assets of Viance as of October 1, 2014, as dictated by the ownership interest percentages. If the Rockwood Acquisition were to have occurred on January 1, 2013, the following estimated pro forma revenues and net income attributable to Huntsman Corporation and Huntsman International would have been reported (dollars in millions, except per share amounts): Huntsman Corporation Pro Forma Pro Forma Three months ended September 30, 2014 (Unaudited) Nine months ended September 30, 2014 (Unaudited) Revenues $ $ Net income attributable to Huntsman Corporation Income per share: Basic $ $ Diluted Huntsman International Pro Forma Pro Forma Three months ended September 30, 2014 (Unaudited) Nine months ended September 30, 2014 (Unaudited) Revenues $ $ Net income attributable to Huntsman International |
INVENTORIES
INVENTORIES | 9 Months Ended |
Sep. 30, 2015 | |
INVENTORIES | |
INVENTORIES | 4. INVENTORIES Inventories are stated at the lower of cost or market, with cost determined using last-in first-out ("LIFO"), first-in first-out, and average costs methods for different components of inventory. Inventories consisted of the following (dollars in millions): September 30, 2015 December 31, 2014 Raw materials and supplies $ $ Work in progress Finished goods Total LIFO reserves ) ) Net inventories $ $ For September 30, 2015 and December 31, 2014, approximately 10% and 9%, respectively, of inventories were recorded using the LIFO cost method. |
VARIABLE INTEREST ENTITIES
VARIABLE INTEREST ENTITIES | 9 Months Ended |
Sep. 30, 2015 | |
VARIABLE INTEREST ENTITIES | |
VARIABLE INTEREST ENTITIES | 5. VARIABLE INTEREST ENTITIES We evaluate our investments and transactions to identify variable interest entities for which we are the primary beneficiary. We hold a variable interest in the following joint ventures for which we are the primary beneficiary: • Rubicon LLC manufactures products for our Polyurethanes and Performance Products segments. The structure of the joint venture is such that the total equity investment at risk is not sufficient to permit the joint venture to finance its activities without additional financial support. By virtue of the operating agreement with this joint venture, we purchase a majority of the output, absorb a majority of the operating costs and provide a majority of the additional funding. • Pacific Iron Products Sdn Bhd manufactures products for our Pigments and Additives segment. In this joint venture we supply all the raw materials through a fixed cost supply contract, operate the manufacturing facility and market the products of the joint venture to customers. Through a fixed price raw materials supply contract with the joint venture we are exposed to the risk related to the fluctuation of raw material pricing. • Arabian Amines Company manufactures products for our Performance Products segment. As required in the operating agreement governing this joint venture, we purchase all of Arabian Amines Company's production and sell it to our customers. Substantially all of the joint venture's activities are conducted on our behalf. • Sasol-Huntsman is our 50%-owned joint venture with Sasol that owns and operates a maleic anhydride facility in Moers, Germany. This joint venture manufactures products for our Performance Products segment. The joint venture uses our technology and expertise, and we bear a disproportionate amount of risk of loss due to a related-party loan to Sasol-Huntsman for which we bear the default risk. • Viance is our 50%-owned joint venture with Dow Chemical. Viance markets timber treatment products for our Pigments and Additives segment. Our joint venture interest in Viance was acquired as part of the Rockwood Acquisition. The joint venture sources all of its products through a contract manufacturing arrangement at our Harrisburg, North Carolina facility, and we bear a disproportionate amount of working capital risk of loss due to the supply arrangement whereby we control manufacturing on Viance's behalf. As a result, we concluded that we are the primary beneficiary and began consolidating Viance upon the Rockwood Acquisition on October 1, 2014. Creditors of these entities have no recourse to our general credit. See "Note 7. Debt—Direct and Subsidiary Debt." As the primary beneficiary of these variable interest entities at September 30, 2015, the joint ventures' assets, liabilities and results of operations are included in our condensed consolidated financial statements (unaudited). The following table summarizes the carrying amount of our variable interest entities' assets and liabilities included in our condensed consolidated balance sheets (unaudited), before intercompany eliminations, as of September 30, 2015 and December 31, 2014 (dollars in millions): September 30, 2015 December 31, 2014 Current assets $ $ Property, plant and equipment, net Other noncurrent assets Deferred income taxes Intangible assets Goodwill Total assets $ $ Current liabilities $ $ Long-term debt Deferred income taxes Other noncurrent liabilities Total liabilities $ $ For more information regarding the Rockwood Acquisition, see "Note 3. Business Combinations—Rockwood Acquisition." |
RESTRUCTURING, IMPAIRMENT AND P
RESTRUCTURING, IMPAIRMENT AND PLANT CLOSING COSTS | 9 Months Ended |
Sep. 30, 2015 | |
RESTRUCTURING, IMPAIRMENT AND PLANT CLOSING COSTS | |
RESTRUCTURING, IMPAIRMENT AND PLANT CLOSING COSTS | 6. RESTRUCTURING, IMPAIRMENT AND PLANT CLOSING COSTS As of September 30, 2015 and December 31, 2014, accrued restructuring costs by type of cost and initiative consisted of the following (dollars in millions): Workforce reductions(1) Demolition and decommissioning Non-cancelable lease and contract termination costs Other restructuring costs Total(2) Accrued liabilities as of January 1, 2015 $ $ — $ $ $ 2015 charges for 2014 and prior initiatives 2015 charges for 2015 initiatives — — Pigments and Additives opening balance sheet liabilities — — — Reversal of reserves no longer required ) — — — ) 2015 payments for 2014 and prior initiatives ) ) ) ) ) 2015 payments for 2015 initiatives ) — — ) ) Net activity of discontinued operations — — ) — ) Foreign currency effect on liability balance ) — — — ) Accrued liabilities as of September 30, 2015 $ $ — $ $ $ (1) The workforce reduction reserves relate to the termination of 1,3 89 positions, of which 1,2 79 positions had not been terminated as of September 30, 2015. (2) Accrued liabilities by initiatives were as follows (dollars in millions): September 30, 2015 December 31, 2014 2013 and prior initiatives $ $ 2014 initiatives 2015 initiatives — Total $ $ Details with respect to our reserves for restructuring, impairment and plant closing costs are provided below by segment and initiative (dollars in millions): Polyurethanes Performance Products Advanced Materials Textile Effects Pigments and Additives Discontinued Operations Corporate and Other Total Accrued liabilities as of January 1, 2015 $ $ $ $ $ $ $ $ 2015 charges for 2014 and prior initiatives — 2015 charges for 2015 initiatives — — Pigments and Additives opening balance sheet liabilities — — — — — — Reversal of reserves no longer required — — — — — — ) ) 2015 payments for 2014 and prior initiatives ) ) ) ) ) — ) ) 2015 payments for 2015 initiatives ) — — — ) — ) ) Net activity of discontinued operations — — — — — ) — ) Foreign currency effect on liability balance — ) ) — ) — — ) Accrued liabilities as of September 30, 2015 $ $ $ $ $ $ — $ $ Current portion of restructuring reserves $ $ $ $ $ $ — $ $ Long-term portion of restructuring reserves — — — — Details with respect to cash and noncash restructuring charges for the three and nine months ended September 30, 2015 and 2014 by initiative are provided below (dollars in millions): Three months ended September 30, 2015 Nine months ended September 30, 2015 Cash charges: 2015 charges for 2014 and prior initiatives $ $ 2015 charges for 2015 initiatives Pension related charges — Reversal of reserves no longer required — ) Accelerated depreciation Non-cash charges — Total 2015 Restructuring, Impairment and Plant Closing Costs $ $ Three months ended September 30, 2014 Nine months ended September 30, 2014 Cash charges: 2014 charges for 2013 and prior initiatives $ $ 2014 charges for 2014 initiatives — Pension related charges — Reversal of reserves no longer required — ) Non-cash charges Total 2014 Restructuring, Impairment and Plant Closing Costs $ $ 2015 RESTRUCTURING ACTIVITIES In June 2015, our Polyurethanes segment announced a restructuring program in Europe. In connection with this restructuring program, we recorded restructuring expense of $14 million in the nine months ended September 30, 2015 related primarily to workforce reductions. In June 2015, our Advanced Materials segment initiated a restructuring program in Europe. In connection with this restructuring program, we recorded restructuring expense of $6 million in the nine months ended September 30, 2015 related primarily to workforce reductions and accelerated depreciation recorded as restructuring, impairment and plant closing costs. On September 27, 2011, we announced plans to implement a significant restructuring of our Textile Effects segment, including the closure of our production facilities and business support offices in Basel, Switzerland, as part of an ongoing strategic program aimed at improving the Textile Effects segment's long-term global competitiveness. In connection with this plan, during the nine months ended September 30, 2015, our Textile Effects segment recorded charges of $6 million for non-cancelable long-term contract termination costs, $4 million for decommissioning and $2 million in other restructuring costs associated with this initiative. In addition, we recorded charges of $5 million associated with other initiatives. We expect to finalize negotiations for settlement of certain of these non-cancelable long-term contracts during the fourth quarter of 2015. On December 1, 2014, we announced that we are taking significant action to improve the global competitiveness of our Pigments and Additives segment. As part of a comprehensive restructuring program, we plan to reduce our workforce by approximately 900 positions. In connection with this restructuring program, during the nine months ended September 30, 2015, our Pigments and Additives segment recorded charges of $51 million for workforce reductions, $3 million for pension related charges and $12 million in other restructuring costs associated with this initiative. We expect to complete this program by the middle of 2016. On February 12, 2015, we announced a plan to close the 'black end' manufacturing operations and ancillary activities at our Calais, France site, which will reduce our titanium dioxide capacity by approximately 100 kilotons, or 13% of our European titanium dioxide capacity. In connection with this announcement, we began to accelerate depreciation on the affected assets and recorded accelerated depreciation in the nine months ended September 30, 2015 of $73 million as restructuring, impairment and plant closing costs. In addition, during the nine months ended September 30, 2015, we recorded charges of $21 million for workforce reductions and non-cash charges of $10 million. We expect to complete this program by the end of 2016. On March 4, 2015, we announced plans to restructure our color pigments business, another step in our previously announced plan to significantly restructure our global Pigments and Additives segment, and recorded restructuring expense of approximately $5 million in the nine months ended September 30, 2015 primarily related to workforce reductions. We expect to complete this program by the middle of 2016. 2014 RESTRUCTURING ACTIVITIES In connection with a September 2014 announcement of a feasibility study into a MDI production expansion at our Geismar, Louisiana facility, we concluded that certain capitalized engineering costs associated with a previously planned MDI production expansion at our Rotterdam, The Netherlands facility were impaired and our Polyurethanes segment recorded a noncash impairment charge of $16 million during the third quarter of 2014. During 2013, our Performance Products segment initiated a restructuring program to refocus its surfactants business in Europe. In connection with this program, on June 25, 2014 we completed the sale of our European commodity surfactants business, including the ethoxylation facility in Lavera, France to Wilmar. In addition, Wilmar has entered into a multi-year arrangement to purchase certain sulphated surfactant products from our facilities in St. Mihiel, France and Castiglione delle Stiviere, Italy. During the nine months ended September 30, 2014, we recorded charges of $23 million primarily related to workforce reductions. During the nine months ended September 30, 2014, our Advanced Materials segment recorded charges of $12 million primarily related to workforce reductions with our global transformational change program designed to improve the segment's manufacturing efficiencies, enhance its commercial excellence and improve its long-term global competitiveness. On September 27, 2011, we announced plans to implement a significant restructuring of our Textile Effects segment, including the closure of our production facilities and business support offices in Basel, Switzerland, as part of an ongoing strategic program aimed at improving the Textile Effects segment's long-term global competitiveness. In connection with this plan, during the nine months ended September 30, 2014, our Textile Effects segment recorded charges of $9 million and an $8 million noncash charge for a pension settlement loss associated with this initiative. In June 2014, we announced plans for the closure our Qingdao, China plant to be completed by December 2015. During the nine months ended September 30, 2014, we recorded charges of $6 million primarily related to workforce reductions related to this initiative. During the nine months ended September 30, 2014, our Corporate and other segment recorded charges of $11 million in association with a reorganization of our global information technology organization. |
DEBT
DEBT | 9 Months Ended |
Sep. 30, 2015 | |
DEBT | |
DEBT | 7. DEBT Outstanding debt consisted of the following (dollars in millions): Huntsman Corporation September 30, 2015 December 31, 2014 Senior Credit Facilities: Term loans $ $ Amounts outstanding under A/R programs Senior notes Senior subordinated notes — Variable interest entities Other Total debt—excluding debt to affiliates $ $ Total current portion of debt $ $ Long-term portion Total debt—excluding debt to affiliates $ $ Total debt—excluding debt to affiliates $ $ Notes payable to affiliates-noncurrent Total debt $ $ Huntsman International September 30, 2015 December 31, 2014 Senior Credit Facilities: Term loans $ $ Amounts outstanding under A/R programs Senior notes Senior subordinated notes — Variable interest entities Other Total debt—excluding debt to affiliates $ $ Total current portion of debt $ $ Long-term portion Total debt—excluding debt to affiliates $ $ Total debt—excluding debt to affiliates $ $ Notes payable to affiliates-current Notes payable to affiliates-noncurrent Total debt $ $ DIRECT AND SUBSIDIARY DEBT Huntsman Corporation's direct debt and guarantee obligations consist of a guarantee of certain indebtedness incurred from time to time to finance certain insurance premiums. Substantially all of our other debt, including the facilities described below, has been incurred by our subsidiaries (primarily Huntsman International). Huntsman Corporation is not a guarantor of such subsidiary debt. Certain of our subsidiaries are designated as nonguarantor subsidiaries and have third-party debt agreements. These debt agreements contain certain restrictions with regard to dividends, distributions, loans or advances. In certain circumstances, the consent of a third party would be required prior to the transfer of any cash or assets from these subsidiaries to us. Senior Credit Facilities As of September 30, 2015, our senior credit facilities ("Senior Credit Facilities") consisted of our revolving credit facility ("Revolving Facility"), our extended term loan B facility ("Extended Term Loan B"), our extended term loan B facility—series 2 ("Extended Term Loan B—Series 2"), our 2015 extended term loan B facility ("2015 Extended Term Loan B"), our 2014 term loan facility ("2014 Term Loan"), and our term loan C facility ("Term Loan C") as follows (dollars in millions): Facility Committed Amount Principal Outstanding Carrying Value Interest Rate(4) Maturity Revolving Facility(1) $ $ — $ — USD LIBOR plus 2.50% Extended Term Loan B NA USD LIBOR plus 2.50% Extended Term Loan B—Series 2 NA USD LIBOR plus 3.00% 2015 Extended Term Loan B(2) NA USD LIBOR plus 3.00% 2014 Term Loan(3) NA USD LIBOR plus 3.00% Term Loan C NA USD LIBOR plus 2.25% (1) We had no borrowings outstanding under our Revolving Facility; we had approximately $16 million (U.S. dollar equivalents) of letters of credit and bank guarantees issued and outstanding under our Revolving Facility. (2) On August 10, 2015, we entered into a fourteenth amendment to the agreement governing the Senior Credit Facilities (the "Credit Agreement"). The Amendment extends the stated maturity date of $773 million aggregate principal amount of our Extended Term Loan B and Extended Term Loan B—Series 2 from April 19, 2017 to April 19, 2019 and increases the interest rate margin with respect to the 2015 Extended Term Loan B to LIBOR plus 3.00%. (3) The 2014 Term Loan is subject to a 0.75% LIBOR floor. (4) The applicable interest rate of the Senior Credit Facilities is subject to certain secured leverage ratio thresholds. As of September 30, 2015, the weighted average interest rate on our outstanding balances under the Senior Credit Facilities was approximately 3%. Our obligations under the Senior Credit Facilities are guaranteed by substantially all of our domestic subsidiaries and certain of our foreign subsidiaries (collectively, the "Guarantors"), and are secured by a first priority lien on substantially all of our domestic property, plant and equipment, the stock of all of our material domestic subsidiaries and certain foreign subsidiaries, and pledges of intercompany notes between certain of our subsidiaries. A/R Programs Our U.S. accounts receivable securitization program ("U.S. A/R Program") and our European accounts receivable securitization program ("EU A/R Program" and collectively with the U.S. A/R Program, "A/R Programs") are structured so that we transfer certain of our trade receivables to the U.S. special purpose entity ("U.S. SPE") and the European special purpose entity ("EU SPE") in transactions intended to be true sales or true contributions. The receivables collateralize debt incurred by the U.S. SPE and the EU SPE. Information regarding our A/R Programs as of September 30, 2015 was as follows (monetary amounts in millions): Facility Maturity Maximum Funding Availability(1) Amount Outstanding Interest Rate(2) U.S. A/R Program March 2018 $250 $90(3) Applicable rate plus 0.95% EU A/R Program March 2018 €225 €114 Applicable rate plus 1.10% (approximately $251) (approximately $127) (1) The amount of actual availability under our A/R Programs may be lower based on the level of eligible receivables sold, changes in the credit ratings of our customers, customer concentration levels and certain characteristics of the accounts receivable being transferred, as defined in the applicable agreements. (2) Applicable rate for our U.S. A/R Program is defined by the lender as either USD LIBOR or CP rate. Applicable rate for our EU A/R Program is either GBP LIBOR, USD LIBOR or EURIBOR. In addition, the U.S. SPE and the EU SPE are obligated to pay unused commitment fees to the lenders based on the amount of each lender's commitment. (3) As of September 30, 2015, we had approximately $7 million (U.S. dollar equivalents) of letters of credit issued and outstanding under our U.S. A/R Program. During the three months ended March 31, 2015, we entered into amendments to our A/R Programs that, among other things, extend the scheduled commitment termination dates and reduce the applicable borrowing margins. As of September 30, 2015 and December 31, 2014, $463 million and $472 million, respectively, of accounts receivable were pledged as collateral under our A/R Programs. Notes As of September 30, 2015, we had outstanding the following notes (monetary amounts in millions): Notes Maturity Interest Rate Amount Outstanding 2020 Senior Notes November 2020 % $650 ($647 carrying value) 2021 Senior Notes April 2021 % €445 (€449 carrying value ($501)) 2022 Senior Notes November 2022 % $400 2025 Senior Notes April 2025 % €300 ($335) On March 31, 2015, Huntsman International completed a €300 million (approximately $326 million) offering of 4.25% senior notes due April 1, 2025 ("2025 Senior Notes"). On April 17, 2015, Huntsman International applied the net proceeds of this offering to redeem $289 million ($294 million carrying value) of its 8.625% senior subordinated notes due 2021 ("2021 Senior Subordinated Notes"). The 2025 Senior Notes bear interest at 4.25% per year, payable semi-annually on April 1 and October 1, and are due on April 1, 2025. Huntsman International may redeem the 2025 Senior Notes in whole or in part at any time prior to January 1, 2025 at a price equal to 100% of the principal amount thereof plus a "make-whole" premium and accrued and unpaid interest. The 2020, 2021, 2022 and 2025 Senior Notes are general unsecured senior obligations of Huntsman International and are guaranteed on a general unsecured senior basis by the Guarantors. The indentures impose certain limitations on the ability of Huntsman International and its subsidiaries to, among other things, incur additional indebtedness secured by any principal properties, incur indebtedness of nonguarantor subsidiaries, enter into sale and leaseback transactions with respect to any principal properties and consolidate or merge with or into any other person or lease, sell or transfer all or substantially all of its properties and assets. Upon the occurrence of certain change of control events, holders of the 2020, 2021, 2022 and 2025 Senior Notes will have the right to require that Huntsman International purchase all or a portion of such holder's notes in cash at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest to the date of repurchase. Redemption of Notes and Loss on Early Extinguishment of Debt During the nine months ended September 30, 2015, we redeemed or repurchased the following notes (dollars in millions): Date of Redemption Notes Principal Amount of Notes Redeemed Amount Paid (Excluding Accrued Interest) Loss on Early Extinguishment of Debt September 2015 2021 Senior Subordinated Notes $ $ $ April 2015 2021 Senior Subordinated Notes January 2015 2021 Senior Subordinated Notes Variable Interest Entity Debt As of September 30, 2015, Arabian Amines Company, our consolidated 50%-owned joint venture, had $148 million outstanding under its loan commitments and debt financing arrangements. On April 29, 2015, Arabian Amines Company obtained a waiver of certain financial covenants from the lender as well as a waiver of prior noncompliance under the debt financing agreements. As of September 30, 2015, Arabian Amines Company is in compliance with its debt financing arrangements and we have classified $16 million as current debt and $132 million as long-term debt on our condensed consolidated balance sheets (unaudited). We do not guarantee these loan commitments and Arabian Amines Company is not a guarantor of any of our other debt obligations. Other Debt On July 24, 2015, Huntsman Polyurethanes Shanghai ("HPS"), our consolidated splitting joint venture, entered into a financing arrangement to fund the construction of our MDI plant in China. As part of the financing, HPS has secured commitments of a RMB 669 million (approximately $105 million) term loan and a RMB 423 million (approximately $66 million) working capital facility. These facilities are unsecured, and we do not provide a guarantee of these loan commitments. We expect to begin drawing down on these facilities by the end of the year. Note Payable from Huntsman International to Huntsman Corporation As of September 30, 2015, we had a loan of $895 million to our subsidiary, Huntsman International (the "Intercompany Note"). The Intercompany Note is unsecured and $100 million of the outstanding amount is classified as current as of September 30, 2015 on our condensed consolidated balance sheets (unaudited). As of September 30, 2015, under the terms of the Intercompany Note, Huntsman International promises to pay us interest on the unpaid principal amount at a rate per annum based on the previous monthly average borrowing rate obtained under our U.S. A/R Program, less 10 basis points (provided that the rate shall not exceed an amount that is 25 basis points less than the monthly average borrowing rate obtained for the U.S. LIBOR-based borrowings under our Revolving Facility). COMPLIANCE WITH COVENANTS We believe that we are in compliance with the covenants contained in the agreements governing our material debt instruments, including our Senior Credit Facilities, our A/R Programs and our notes. Our material financing arrangements contain certain covenants with which we must comply. A failure to comply with a covenant could result in a default under a financing arrangement unless we obtained an appropriate waiver or forbearance (as to which we can provide no assurance). A default under these material financing arrangements generally allows debt holders the option to declare the underlying debt obligations immediately due and payable. Furthermore, certain of our material financing arrangements contain cross-default and cross-acceleration provisions under which a failure to comply with the covenants in one financing arrangement may result in an event of default under another financing arrangement. Our Senior Credit Facilities are subject to a single financial covenant (the "Leverage Covenant") which applies only to the Revolving Facility and is calculated at the Huntsman International level. The Leverage Covenant is applicable only if borrowings, letters of credit or guarantees are outstanding under the Revolving Facility (cash collateralized letters of credit or guarantees are not deemed outstanding). The Leverage Covenant is a net senior secured leverage ratio covenant which requires that Huntsman International's ratio of senior secured debt to EBITDA (as defined in the applicable agreement) is not more than 3.75 to 1. If in the future Huntsman International fails to comply with the Leverage Covenant, then we may not have access to liquidity under our Revolving Facility. If Huntsman International failed to comply with the Leverage Covenant at a time when we had uncollateralized loans or letters of credit outstanding under the Revolving Facility, Huntsman International would be in default under the Senior Credit Facilities, and, unless Huntsman International obtained a waiver or forbearance with respect to such default (as to which we can provide no assurance), Huntsman International could be required to pay off the balance of the Senior Credit Facilities in full, and we may not have further access to such facilities. The agreements governing our A/R Programs also contain certain receivable performance metrics. Any material failure to meet the applicable A/R Programs' metrics in the future could lead to an early termination event under the A/R Programs, which could require us to cease our use of such facilities, prohibiting us from additional borrowings against our receivables or, at the discretion of the lenders, requiring that we repay the A/R Programs in full. An early termination event under the A/R Programs would also constitute an event of default under our Senior Credit Facilities, which could require us to pay off the balance of the Senior Credit Facilities in full and could result in the loss of our Senior Credit Facilities. |
DERIVATIVE INSTRUMENTS AND HEDG
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES | 9 Months Ended |
Sep. 30, 2015 | |
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES | |
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES | 8. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES We are exposed to market risks, such as changes in interest rates, foreign exchange rates and commodity pricing risks. From time to time, we enter into transactions, including transactions involving derivative instruments, to manage certain of these exposures. All derivatives, whether designated in hedging relationships or not, are recorded on our balance sheet at fair value. If the derivative is designated as a fair value hedge, the changes in the fair value of the derivative and the hedged items are recognized in earnings. If the derivative is designated as a cash flow hedge, changes in the fair value of the derivative are recorded in accumulated other comprehensive loss, to the extent effective, and will be recognized in the income statement when the hedged item affects earnings. To the extent applicable, we perform effectiveness assessments in order to use hedge accounting at each reporting period. For a derivative that does not qualify as a hedge, changes in fair value are recognized in earnings. We also hedge our net investment in certain European operations. Changes in the fair value of the hedge in the net investment of certain European operations are recorded as an unrealized currency translation adjustment in accumulated other comprehensive loss. Our cash flows and earnings are subject to fluctuations due to exchange rate variation. Our revenues and expenses are denominated in various foreign currencies. From time to time, we may enter into foreign currency derivative instruments to minimize the short-term impact of movements in foreign currency rates. Where practicable, we generally net multicurrency cash balances among our subsidiaries to help reduce exposure to foreign currency exchange rates. Certain other exposures may be managed from time to time through financial market transactions, principally through the purchase of spot or forward foreign exchange contracts (generally with maturities of one year or less). We do not hedge our foreign currency exposures in a manner that would eliminate the effect of changes in exchange rates on our cash flows and earnings. As of September 30, 2015, we had approximately $208 million in notional amount (in U.S. dollar equivalents) outstanding in forward foreign currency contracts. Huntsman International has entered into several interest rate contracts to hedge the variability caused by monthly changes in cash flow due to associated changes in LIBOR under our Senior Credit Facilities. These swaps are designated as cash flow hedges and the effective portion of the changes in the fair value of the swaps are recorded in other comprehensive loss (dollars in millions): September 30, 2015 Notional Value Effective Date Maturity Fixed Rate Fair Value $ December 2014 April 2017 % $1 noncurrent liability January 2015 April 2017 % 2 noncurrent liability Beginning in 2009, Arabian Amines Company entered into a 12-year floating to fixed interest rate contract providing for a receipt of LIBOR interest payments for a fixed payment of 5.02%. In connection with the consolidation of Arabian Amines Company as of July 1, 2010, the interest rate contract is now included in our consolidated results. See "Note 5. Variable Interest Entities." The notional amount of the swap as of September 30, 2015 was $24 million, and the interest rate contract is not designated as a cash flow hedge. As of September 30, 2015, the fair value of the swap was $3 million and was recorded in noncurrent liabilities on our condensed consolidated balance sheets (unaudited). For the three and nine months ended September 30, 2015, we recorded a reduction of interest expense of nil each due to changes in fair value of the swap. In November 2014, we entered into two five year cross-currency interest rate contracts and one eight year cross-currency interest rate contract to swap an aggregate notional $200 million for an aggregate notional €161 million. This swap is designated as a hedge of net investment for financial reporting purposes. Under the cross-currency interest rate contract, we will receive fixed U.S. dollar payments of $5 million semiannually on May 15 and November 15 (equivalent to an annual rate of 5.125%) and make interest payments of approximately €3 million (equivalent to an annual rate of approximately 3.6%). As of September 30, 2015, the fair value of this swap was $28 million and was recorded in noncurrent assets. On March 17, 2010, we entered into three five year cross-currency interest rate contracts to swap an aggregate notional $350 million for an aggregate notional €255 million. This swap was designated as a hedge of net investment for financial reporting purposes. During the three months ended March 31, 2015, we terminated these cross-currency interest rate contracts and received $66 million in payments from the counterparties. We finance certain of our non-U.S. subsidiaries with intercompany loans that are, in many cases, denominated in currencies other than the entities' functional currency. We manage the net foreign currency exposure created by this debt through various means, including cross-currency swaps, the designation of certain intercompany loans as permanent loans because they are not expected to be repaid in the foreseeable future and the designation of certain debt and swaps as net investment hedges. Foreign currency transaction gains and losses on intercompany loans that are not designated as permanent loans are recorded in earnings. Foreign currency transaction gains and losses on intercompany loans that are designated as permanent loans are recorded in other comprehensive income. From time to time, we review such designation of intercompany loans. We review our non-U.S. dollar denominated debt and derivative instruments to determine the appropriate amounts designated as hedges. As of September 30, 2015, we have designated approximately €626 million (approximately $699 million) of euro-denominated debt and cross-currency interest rate contracts as a hedge of our net investment. For the three and nine months ended September 30, 2015, the amount of gain recognized on the hedge of our net investment was $4 million and $61 million, respectively, and was recorded in other comprehensive loss on our condensed consolidated statements of comprehensive (loss) income (unaudited). As of September 30, 2015, we had approximately €1,291 million (approximately $1,440 million) in net euro assets. |
FAIR VALUE
FAIR VALUE | 9 Months Ended |
Sep. 30, 2015 | |
FAIR VALUE | |
FAIR VALUE | 9. FAIR VALUE The fair values of financial instruments were as follows (dollars in millions): September 30, 2015 December 31, 2014 Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value Non-qualified employee benefit plan investments $ $ $ $ Investments in equity securities — — Cross-currency interest rate contracts Interest rate contracts ) ) ) ) Long-term debt (including current portion) ) ) ) ) The carrying amounts reported in our condensed consolidated balance sheets (unaudited) of cash and cash equivalents, accounts receivable and accounts payable approximate fair value because of the immediate or short-term maturity of these financial instruments. The fair values of non-qualified employee benefit plan investments and investments in equity securities are obtained through market observable pricing using prevailing market prices. The estimated fair values of our long-term debt are based on quoted market prices for the identical liability when traded as an asset in an active market (Level 1). The fair value estimates presented herein are based on pertinent information available to management as of September 30, 2015 and December 31, 2014. Although management is not aware of any factors that would significantly affect the estimated fair value amounts, such amounts have not been comprehensively revalued for purposes of these financial statements since September 30, 2015 and current estimates of fair value may differ significantly from the amounts presented herein. The following assets and liabilities are measured at fair value on a recurring basis (dollars in millions): Fair Value Amounts Using Description September 30, 2015 Quoted prices in active markets for identical assets (Level 1)(4) Significant other observable inputs (Level 2)(4) Significant unobservable inputs (Level 3) Assets: Available-for-sale equity securities: Equity mutual funds $ $ $ — $ — Investments in equity securities(1) — — Derivatives: Cross-currency interest rate contracts(2) — — Total assets $ $ $ — $ Liabilities: Derivatives: Interest rate contracts(3) $ ) $ — $ ) $ — Fair Value Amounts Using Description December 31, 2014 Quoted prices in active markets for identical assets (Level 1)(4) Significant other observable inputs (Level 2)(4) Significant unobservable inputs (Level 3) Assets: Available-for-sale equity securities: Equity mutual funds $ $ $ — $ — Derivatives: Cross-currency interest rate contracts(2) — Total assets $ $ $ $ Liabilities: Derivatives: Interest rate contracts(3) $ ) $ — $ ) $ — (1) As of April 1, 2015, we no longer exercise significant influence in our investment in Nippon Aqua Co., Ltd., for which we previously accounted using the equity method. Consequently, we now account for this investment at fair value as an available-for-sale equity security. (2) The income approach is used to calculate the fair value of these instruments. Fair value represents the present value of estimated future cash flows, calculated using relevant interest rates, exchange rates, and yield curves at stated intervals. There were no material changes to the valuation methods or assumptions used to determine the fair value during the current period. In November 2014, we entered into two five year cross-currency interest rate contracts and one eight year cross-currency interest rate contract. These instruments have been categorized by us as Level 3 within the fair value hierarchy due to unobservable inputs associated with the credit valuation adjustment, which we deemed to be significant inputs to the overall measurement of fair value at inception. (3) The income approach is used to calculate the fair value of these instruments. Fair value represents the present value of estimated future cash flows, calculated using relevant interest rates and yield curves at stated intervals. There were no material changes to the valuation methods or assumptions used to determine the fair value during the current period. (4) There were no transfers between Levels 1 and 2 within the fair value hierarchy for the nine months ended September 30, 2015 and the year ended December 31, 2014. The following table shows a reconciliation of beginning and ending balances for the nine months ended September 30, 2015 for instruments measured at fair value on a recurring basis using significant unobservable inputs (Level 3) (dollars in millions). During the nine months ended September 30, 2014, there were no instruments categorized as Level 3 within the fair value hierarchy. Fair Value Measurements Using Significant Unobservable Inputs (Level 3) Cross-Currency Interest Rate Contracts Beginning balance, January 1, 2015 $ Transfers into Level 3 — Transfers out of Level 3 — Total gains (losses): Included in earnings — Included in other comprehensive income (loss) Purchases, sales, issuances and settlements — Ending balance, September 30, 2015 $ 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 September 30, 2015 $ — 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): 2015 Interest expense Other comprehensive income (loss) Total net gains included in earnings $ — $ — Changes in unrealized gains relating to assets still held at September 30, 2015 — 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 nine months ended September 30, 2015 and 2014, we recorded charges of nil and $26 million, respectively, for the impairment of long-lived assets. |
EMPLOYEE BENEFIT PLANS
EMPLOYEE BENEFIT PLANS | 9 Months Ended |
Sep. 30, 2015 | |
EMPLOYEE BENEFIT PLANS | |
EMPLOYEE BENEFIT PLANS | 10. EMPLOYEE BENEFIT PLANS Components of the net periodic benefit costs for the three months ended September 30, 2015 and 2014 were as follows (dollars in millions): Huntsman Corporation Defined Benefit Plans Other Postretirement Benefit Plans Three months ended September 30, Three months ended September 30, 2015 2014 2015 2014 Service cost $ $ $ $ Interest cost Expected return on assets ) ) — — Amortization of prior service benefit ) ) ) ) Amortization of actuarial loss — — Settlement loss — — — Net periodic benefit cost $ $ $ $ Defined Benefit Plans Other Postretirement Benefit Plans Nine months ended September 30, Nine months ended September 30, 2015 2014 2015 2014 Service cost $ $ $ $ Interest cost Expected return on assets ) ) — — Amortization of prior service benefit ) ) ) ) Amortization of actuarial loss Special termination benefits — Settlement loss — — — Net periodic benefit cost $ $ $ $ Huntsman International Defined Benefit Plans Other Postretirement Benefit Plans Three months ended September 30, Three months ended September 30, 2015 2014 2015 2014 Service cost $ $ $ $ Interest cost Expected return on assets ) ) — — Amortization of prior service benefit ) ) ) ) Amortization of actuarial loss — — Settlement loss — — — Net periodic benefit cost $ $ $ $ Defined Benefit Plans Other Postretirement Benefit Plans Nine months ended September 30, Nine months ended September 30, 2015 2014 2015 2014 Service cost $ $ $ $ Interest cost Expected return on assets ) ) — — Amortization of prior service benefit ) ) ) ) Amortization of actuarial loss Special termination benefits — — Settlement loss — — — Net periodic benefit cost $ $ $ $ During the nine months ended September 30, 2015 and 2014, we made contributions to our pension and other postretirement benefit plans of $83 million and $113 million, respectively. During the remainder of 2015, we expect to contribute an additional amount of approximately $17 million to these plans. In connection with employee terminations related to restructuring programs, we recorded noncash pension settlement losses of nil and $11 million for the nine months ended September 30, 2015 and 2014, respectively. |
HUNTSMAN CORPORATION STOCKHOLDE
HUNTSMAN CORPORATION STOCKHOLDERS' EQUITY | 9 Months Ended |
Sep. 30, 2015 | |
HUNTSMAN CORPORATION STOCKHOLDERS' EQUITY | |
HUNTSMAN CORPORATION STOCKHOLDERS' EQUITY | 11. 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 our common stock. Repurchases under this program may be made through open market transactions, in privately negotiated transactions, accelerated share repurchase programs or by other means. The timing and actual number of any shares repurchased will depend 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 to time without prior notice. During the nine months ended September 30, 2015, we did not repurchase any shares of our outstanding common stock under the authorized repurchase program. We intend to begin repurchasing shares under th is program beginning in the fourth quarter of 2015. COMMON STOCK DIVIDENDS During each of the quarters ended September 30, 2015, June 30, 2015, March 31, 2015 and September 30, 2014, we paid cash dividends of approximately $31 million, or $0.125 per share, to common stockholders, and during each of the quarters ended June 30, 2014 and March 31, 2014, we paid cash dividends of approximately $30 million, or $0.125 per share, to common stockholders. |
OTHER COMPREHENSIVE (LOSS) INCO
OTHER COMPREHENSIVE (LOSS) INCOME | 9 Months Ended |
Sep. 30, 2015 | |
OTHER COMPREHENSIVE (LOSS) INCOME | |
OTHER COMPREHENSIVE (LOSS) INCOME | 12. 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, net of tax(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 $ $ ) $ $ $ ) $ $ ) Other comprehensive (loss) income before reclassifications ) ) ) ) ) Amounts reclassified from accumulated other comprehensive loss(c) — — — — Net current-period other comprehensive (loss) income ) ) ) ) Ending balance, September 30, 2015 $ ) $ ) $ $ $ ) $ $ ) (a) Amounts are net of tax of $66 and $47 as of September 30, 2015 and January 1, 2015, respectively. (b) Amounts are net of tax of $171 and $182 as of September 30, 2015 and January 1, 2015, respectively. (c) See table below for details about these reclassifications. Foreign currency translation adjustment(a) Pension and other postretirement benefits adjustments, net of tax(b) Other comprehensive income of unconsolidated affiliates Other, net Total Amounts attributable to noncontrolling interests Amounts attributable to Huntsman Corporation Beginning balance, January 1, 2014 $ $ ) $ $ $ ) $ $ ) Other comprehensive income before reclassifications ) — — ) ) Amounts reclassified from accumulated other comprehensive loss(c) — — — — Net current-period other comprehensive (loss) income ) — ) ) Ending balance, September 30, 2014 $ $ ) $ $ $ ) $ $ ) (a) Amounts are net of tax of $32 and $13 as of September 30, 2014 and January 1, 2014, respectively. (b) Amounts are net of tax of $72 and $83 as of September 30, 2014 and January 1, 2014, respectively. (c) See table below for details about these reclassifications. Three months ended September 30, 2015 Nine months ended September 30, 2015 Details about Accumulated Other Comprehensive Loss Components(a): Amounts reclassified from accumulated other comprehensive loss Amounts reclassified from accumulated other comprehensive loss Affected line item in the statement where net income is presented Amortization of pension and other postretirement benefits: Prior service credit $ ) $ ) (b) Actuarial loss (b)(c) Total before tax ) ) Income tax expense Total reclassifications for the period $ $ Net of tax Three months ended September 30, 2014 Nine months ended September 30, 2014 Details about Accumulated Other Comprehensive Loss Components(a): Amounts reclassified from accumulated other comprehensive loss Amounts reclassified from accumulated other comprehensive loss Affected line item in the statement where net income is presented Amortization of pension and other postretirement benefits: Prior service credit $ ) $ ) (b) Actuarial loss (b)(c) Settlement loss (b) Total before tax ) ) Income tax expense Total reclassifications for the period $ $ Net of tax (a) Pension and other postretirement benefits amounts in parentheses indicate credits on our condensed consolidated statements of operations (unaudited). (b) These accumulated other comprehensive loss components are included in the computation of net periodic pension costs. See "Note 10. Employee Benefit Plans." (c) Amounts contain approximately $2 and $1 of actuarial losses related to discontinued operations for the three months ended September 30, 2015 and 2014, respectively, and $4 and $3 of actuarial losses related to discontinued operations for the nine months ended September 30, 2015 and 2014, respectively. Huntsman International Foreign currency translation adjustment(a) Pension and other postretirement benefits adjustments, net of tax(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 $ $ ) $ $ $ ) $ $ ) Other comprehensive (loss) income before reclassifications ) ) ) ) ) Amounts reclassified from accumulated other comprehensive loss(c) — — — — Net current-period other comprehensive (loss) income ) ) ) ) Ending balance, September 30, 2015 $ ) $ ) $ $ $ ) $ $ ) (a) Amounts are net of tax of $53 and $34 as of September 30, 2015 and January 1, 2015, respectively. (b) Amounts are net of tax of $200 and $211 as of September 30, 2015 and January 1, 2015, respectively. (c) See table below for details about these reclassifications. Foreign currency translation adjustment(a) Pension and other postretirement benefits adjustments, net of tax(b) Other comprehensive income (loss) of unconsolidated affiliates Other, net Total Amounts attributable to noncontrolling interests Amounts attributable to Huntsman International Beginning balance, January 1, 2014 $ $ ) $ $ $ ) $ $ ) Other comprehensive (loss) income before reclassifications ) — — ) ) Amounts reclassified from accumulated other comprehensive loss(c) — — — — Net current-period other comprehensive (loss) income ) — ) ) Ending balance, September 30, 2014 $ $ ) $ $ $ ) $ $ ) (a) Amounts are net of tax of $19 and nil as of September 30, 2014 and January 1, 2014, respectively. (b) Amounts are net of tax of $101 and $113 as of September 30, 2014 and January 1, 2014, respectively. (c) See table below for details about these reclassifications. Three months ended September 30, 2015 Nine months ended September 30, 2015 Details about Accumulated Other Comprehensive Loss Components(a): Amounts reclassified from accumulated other comprehensive loss Amounts reclassified from accumulated other comprehensive loss Affected line item in the statement where net income is presented Amortization of pension and other postretirement benefits: Prior service credit $ ) $ ) (b) Actuarial loss (b)(c) Total before tax ) ) Income tax expense Total reclassifications for the period $ $ Net of tax Three months ended September 30, 2014 Nine months ended September 30, 2014 Details about Accumulated Other Comprehensive Loss Components(a): Amounts reclassified from accumulated other comprehensive loss Amounts reclassified from accumulated other comprehensive loss Affected line item in the statement where net income is presented Amortization of pension and other postretirement benefits: Prior service credit $ ) $ ) (b) Actuarial loss (b)(c) Settlement loss (b) Total before tax ) ) Income tax expense Total reclassifications for the period $ $ Net of tax (a) Pension and other postretirement benefits amounts in parentheses indicate credits on our condensed consolidated statements of operations (unaudited). (b) These accumulated other comprehensive loss components are included in the computation of net periodic pension costs. See "Note 10. Employee Benefit Plans." (c) Amounts contain approximately $2 and $1 of actuarial losses related to discontinued operations for the three months ended September 30, 2015 and 2014, respectively, and $4 and $3 of actuarial losses related to discontinued operations for the nine months ended September 30, 2015 and 2014, respectively. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2015 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | 13. 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 in settlement an amount immaterial to our condensed consolidated financial statements (unaudited). 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 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. Trial is scheduled for February 22, 2016. It is possible that additional claims will be filed by other Direct Purchasers who opted out of the class litigation. 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. The Opt-Out Litigation and 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 these claims and could incur additional costs in amounts which in the aggregate could be material to us. Because of the overall complexity of these cases, we are unable to reasonably estimate any possible loss or range of loss associated with these claims and we have made no accruals with respect to these claims. 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 $171 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 $126 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 $126 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"). The Banks assert that they are entitled to indemnification pursuant to the Agreement of Compromise and Settlement between the Banks and our Company, dated June 22, 2009, wherein the Banks and our Company settled claims that we filed relating to the failed acquisition by and merger with Hexion. MatlinPatterson claims that the Banks knowingly made materially false representations about the nature of the financing for the acquisition of our Company by Hexion and that they suffered substantial loss in value to their 19 million shares of our common stock as a result thereof. MatlinPatterson is asserting statutory fraud, common law fraud and aiding and abetting statutory fraud and are seeking actual damages, exemplary damages, costs and attorney's fees and pre-judgment and post-judgment interest. On December 21, 2012, the court dismissed the Texas Litigation, a decision which was affirmed by the Ninth Court of Appeals of Texas on May 15, 2014. A subsequent motion for rehearing by MatlinPatterson was denied by the same appellate court on June 12, 2014. A petition for discretionary review in the Texas Supreme Court was filed on July 28, 2014 and is currently pending. 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 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 April 9, 2015, the court denied the Banks' motions to dismiss the Wisconsin Litigation, which were on the same grounds asserted in the Texas Litigation, as moot. We expect the Banks to refile these motions once limited discovery related to jurisdiction is complete. 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. |
ENVIRONMENTAL, HEALTH AND SAFET
ENVIRONMENTAL, HEALTH AND SAFETY MATTERS | 9 Months Ended |
Sep. 30, 2015 | |
ENVIRONMENTAL, HEALTH AND SAFETY MATTERS | |
ENVIRONMENTAL, HEALTH AND SAFETY MATTERS | 14. ENVIRONMENTAL, HEALTH AND SAFETY MATTERS General We are subject to extensive federal, state, local and international laws, regulations, rules and ordinances relating to safety, pollution, protection of the environment, product management and distribution, and the generation, storage, handling, transportation, treatment, disposal and remediation of hazardous substances and waste materials. In the ordinary course of business, we are subject to frequent environmental inspections and monitoring and occasional investigations by governmental enforcement authorities. In addition, our production facilities require operating permits that are subject to renewal, modification and, in certain circumstances, revocation. Actual or alleged violations of safety laws, environmental laws or permit requirements could result in restrictions or prohibitions on plant operations or product distribution, substantial civil or criminal sanctions, as well as, under some environmental laws, the assessment of strict liability and/or joint and several liability. Moreover, changes in environmental regulations could inhibit or interrupt our operations, or require us to modify our facilities or operations. Accordingly, environmental or regulatory matters may cause us to incur significant unanticipated losses, costs or liabilities. Environmental, Health and Safety Systems We are committed to achieving and maintaining compliance with all applicable environmental, health and safety ("EHS") legal requirements, and we have developed policies and management systems that are intended to identify the multitude of EHS legal requirements applicable to our operations, enhance compliance with applicable legal requirements, improve the safety of our employees, contractors, community neighbors and customers and minimize the production and emission of wastes and other pollutants. Although EHS legal requirements are constantly changing and are frequently difficult to comply with, these EHS management systems are designed to assist us in our compliance goals while also fostering efficiency and improvement and reducing overall risk to us. 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 nine months ended September 30, 2015 and 2014, our capital expenditures for EHS matters totaled $92 million and $70 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. We have incurred, and we may in the future incur, liability to investigate and clean up waste or contamination at our current or former facilities or facilities operated by third parties at which we may have disposed of waste or other materials. Similarly, we may incur costs for the cleanup of waste that was disposed of prior to the purchase of our businesses. Under some circumstances, the scope of our liability may extend to damages to natural resources. 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 consolidated financial statements. One of these sites, the North Maybe Canyon Mine site, 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 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. Another of these sites, the Star Lake Canal site in Port Neches, Texas, involves a discharge point for manufacturing facilities owned by us and several other local chemical manufacturers. The U.S. Environmental Protection Agency (the "EPA") issued a draft Consent Decree related to cleanup at this site to us and a prior owner in September 2014. The prior owner has an indemnification obligation and has accepted defense of this matter. As of September 30, 2015, we had an accrued liability of approximately $18 million relating to this matter and a corresponding receivable of approximately $18 million relating to our indemnity protection. In addition, 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. 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 September 30, 2015, 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. In cases where our potential liability arises from historical contamination based on operations and other events occurring prior to our ownership of a business or specific facility, we frequently obtain an indemnity agreement from the prior owner addressing remediation liabilities arising from pre-closing conditions. We have successfully exercised our rights under these contractual covenants for a number of sites and, where applicable, mitigated our ultimate remediation liability. We cannot assure you, however, that the liabilities for all such matters subject to indemnity will be honored by the prior owner or that our existing indemnities will be sufficient to cover our liabilities for such matters. Based on available information and the indemnification rights we believe are likely to be available, we believe that the costs to investigate and remediate known contamination will not have a material effect on our financial statements. However, if such indemnities are not honored or do not fully cover the costs of investigation and remediation or we are required to contribute to such costs, then such expenditures may have a material effect on our financial statements. At the current time, we are unable to estimate the total cost, exclusive of indemnification benefits, to remediate known contamination sites. 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 $54 million and $60 million for environmental liabilities as of September 30, 2015 and December 31, 2014, respectively. Of these amounts, $4 million and $7 million were classified as accrued liabilities in our consolidated balance sheets as of September 30, 2015 and December 31, 2014, respectively, and $50 million and $53 million were classified as other noncurrent liabilities in our consolidated balance sheets as of September 30, 2015 and December 31, 2014, respectively. In certain cases, our remediation liabilities may be payable over periods of up to 30 years. 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. On October 1, 2014, the Company completed the Rockwood Acquisition. The properties involved in the transaction are located primarily in China, Finland, Germany, Italy, the United Kingdom and the U.S., and include both owned and leased sites. The existence of soil and groundwater contamination from historical industrial operations is known to exist at some of these new properties. As of September 30, 2015 and December 31, 2014, these newly acquired businesses had accrued $16 million and $17 million, respectively, for environmental liabilities (including remediations, investigations, groundwater monitoring, and reclamation obligations associated with landfill operations), which are included within the accrued environmental liabilities disclosed above. Of these amounts, $3 million each was classified as accrued liabilities and $13 million and $14 million were classified as other noncurrent liabilities as of September 30, 2015 and December 31, 2014, respectively. In certain cases, these remediation liabilities may be payable over periods of up to 30 years. Pursuant to the agreements related to the Rockwood Acquisition, Rockwood has agreed to indemnify us for certain environmental matters. REGULATORY DEVELOPMENTS The European Union regulatory framework for chemicals, called "REACH," became effective in 2007 and is designed to be phased in gradually over 11 years. As a REACH-regulated company that manufactures in or imports more than one metric ton per year of a chemical substance into the European Economic Area, we were required to pre-register with the European Chemicals Agency such chemical substances and isolated intermediates to take advantage of the 11 year phase-in period. To meet our compliance obligations, a cross-business REACH team was established, through which we were able to fulfill all required pre-registrations and our first and second phase registrations. While we continue our registration efforts to meet the next registration deadline of May 31, 2018, our REACH implementation team is now strategically focused on the evaluation and authorization phases of the REACH process, directing its efforts to address "Substances of Very High Concern" and evaluating potential business implications. Where warranted, evaluation of substitute chemicals will be an important element of our ongoing manufacturing sustainability efforts. As a chemical manufacturer with global operations, we actively monitor and address analogous regulatory regimes being considered or implemented outside of the European Union, such as in South Korea and Taiwan. The business impact assessment for the first list of priority chemicals in South Korea is ongoing. Although the total long-term cost for REACH compliance is unknown at this time, we spent approximately $5 million, $4 million and $8 million in 2014, 2013 and 2012, respectively, to meet the initial REACH requirements. We cannot provide assurance that these recent expenditures are indicative of future amounts that we may be required to spend for REACH compliance. GREENHOUSE GAS REGULATION Globally, our operations are increasingly subject to regulations that seek to reduce emissions of "greenhouse gases" ("GHGs"), such as carbon dioxide and methane, which may be contributing to changes in the earth's climate. At the Durban negotiations of the Conference of the Parties to the Kyoto Protocol in 2012, a limited group of nations, including the European Union, agreed to a second commitment period for the Kyoto Protocol, an international treaty that provides for reductions in GHG emissions. More significantly, the European Union GHG Emissions Trading System ("ETS"), established pursuant to the Kyoto Protocol to reduce GHG emissions in the European Union, continues in its third phase. The European Union parliament continues with a process to formalized "backloading"—the withholding of GHG allowances to prop up carbon prices. As backloading is only a temporary measure, a sustainable solution to the imbalance between supply and demand requires structural changes to the ETS. The European Commission proposes to establish a market stability reserve at the beginning of the next trading period in 2021. In addition, the European Union has recently announced the binding target to reduce domestic greenhouse gas emissions by at least 40% below the 1990 level by 2030. The European Commission proposed an objective of increasing the share of renewable energy to at least 27% of the European Union's energy consumption by 2030. The European Council endorsed this target, which is binding at the European Union level. The European Commission also proposed a 30% energy savings target for 2030. The European Council, however, endorsed an indicative target of 27% to be reviewed in 2020 having in mind a 30% target. Federal climate change legislation in the U.S. appears unlikely in the near-term. As a result, domestic efforts to curb GHG emissions will continue to be led by the EPA's GHG regulations and the efforts of states. To the extent that our domestic operations are subject to the EPA's GHG regulations, we may face increased capital and operating costs associated with new or expanded facilities. Significant expansions of our existing facilities or construction of new facilities may be subject to the Clean Air Act's (the "CAA") Prevention of Significant Deterioration requirements under the EPA's GHG "Tailoring Rule." Some of our facilities are also subject to the EPA's Mandatory Reporting of Greenhouse Gases rule, and any further regulation may increase our operational costs. Under a consent decree with states and environmental groups, the EPA is due to propose new source performance standards for GHG emissions from refineries. These standards could significantly increase the costs of constructing or adding capacity to refineries and may ultimately increase the costs or decrease the supply of refined products. Either of these events could have an adverse effect on our business. We are already managing and reporting GHG emissions, to varying degrees, as required by law for our sites in locations subject to Kyoto Protocol obligations and/or European Union emissions trading scheme requirements. Although these sites are subject to existing GHG legislation, few have experienced or anticipate significant cost increases as a result of these programs, although it is possible that GHG emission restrictions may increase over time. Potential consequences of such restrictions include capital requirements to modify assets to meet GHG emission restrictions and/or increases in energy costs above the level of general inflation, as well as direct compliance costs. Currently, however, it is not possible to estimate the likely financial impact of potential future regulation on any of our sites. Finally, it should be noted that some scientists have concluded that increasing concentrations of GHGs in the earth's atmosphere may produce climate changes that have significant physical effects, such as increased frequency and severity of storms, droughts, and floods and other climatic events. If any of those effects were to occur, they could have an adverse effect on our assets and operations. PORT NECHES FLARING MATTER As part of the EPA's 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 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. 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. |
STOCK-BASED COMPENSATION PLANS
STOCK-BASED COMPENSATION PLANS | 9 Months Ended |
Sep. 30, 2015 | |
STOCK-BASED COMPENSATION PLANS | |
STOCK-BASED COMPENSATION PLANS | 15. STOCK-BASED COMPENSATION PLANS Under the Huntsman Corporation Stock Incentive Plan, as amended and restated (the "Stock Incentive Plan"), a plan approved by stockholders, we may grant nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock, phantom stock, performance awards 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 are fixed at the grant date. As of September 30, 2015, we were authorized to grant up to 37.2 million shares under the Stock Incentive Plan. As of September 30, 2015, we had 7 million shares remaining under the 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. Stock-based awards generally vest over a three-year period; certain performance awards vest over a two-year period. The compensation cost from continuing operations under the Stock Incentive Plan for our Company and Huntsman International were as follows (dollars in millions): Three months ended September 30, Nine months ended September 30, 2015 2014 2015 2014 Huntsman Corporation compensation cost $ $ $ $ Huntsman International compensation cost The total income tax benefit recognized in the statements of operations for us and Huntsman International for stock-based compensation arrangements was $5 million and $4 million for the nine months ended September 30, 2015 and 2014, respectively. 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 September 30, Nine months ended September 30, 2015 2014 2015 2014 Dividend yield % N/A % % Expected volatility % N/A % % Risk-free interest rate % N/A % % Expected life of stock options granted during the period 5.9 years N/A 5.9 years 5.7 years During the three months ended September 30, 2014, no stock options were granted. A summary of stock option activity under the Stock Incentive Plan as of September 30, 2015 and changes during the nine 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, 2015 $ Granted Exercised ) Forfeited ) Outstanding at September 30, 2015 $ Exercisable at September 30, 2015 The weighted-average grant-date fair value of stock options granted during the nine months ended September 30, 2015 was $9.89 per option. As of September 30, 2015, there was $14 million of total unrecognized compensation cost related to nonvested stock option arrangements granted under the Stock Incentive Plan. That cost is expected to be recognized over a weighted-average period of approximately 1.8 years. The total intrinsic value of stock options exercised during the nine months ended September 30, 2015 and 2014 was approximately nil and $12 million, respectively. NONVESTED SHARES Nonvested shares granted under the Stock Incentive Plan consist of restricted stock and performance 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. During the first quarter of 2015, we began issuing performance awards to certain employees. The fair value of each performance 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 nine months ended September 30, 2015, the weighted-average expected volatility rate was 30.0% and the weighted average risk-free interest rate was 0.7%. For the performance awards granted in the nine months ended September 30, 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 September 30, 2015 and changes during the nine 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, 2015 $ $ Granted Vested )(1) ) Forfeited ) ) Nonvested at September 30, 2015 (1) As of September 30, 2015, a total of 393,952 restricted stock units were vested but not yet issued, of which 29,645 vested during the nine months ended September 30, 2015. 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. This table does reflect 29,921 vested restricted stock units for which shares of common stock were issued in 2015. As of September 30, 2015, there was $26 million of total unrecognized compensation cost related to nonvested share compensation arrangements granted under the Stock Incentive Plan. That cost is expected to be recognized over a weighted-average period of approximately 1.8 years. The value of share awards that vested during the nine months ended September 30, 2015 and 2014 was $20 million and $19 million, respectively. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2015 | |
INCOME TAXES | |
INCOME TAXES | 16. 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 three months ended September 30, 2015 and 2014, for unrecognized tax benefits that impact tax expense, we recorded a net decrease in unrecognized tax benefits and a corresponding income tax benefit of $5 million, primarily in Asia, and a net increase in unrecognized benefits and a corresponding income tax expense of $4 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 $85 million and $39 million for the nine months ended September 30, 2015 and 2014, 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 $85 million and $29 million for the nine months ended September 30, 2015 and 2014, 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. |
NET INCOME PER SHARE
NET INCOME PER SHARE | 9 Months Ended |
Sep. 30, 2015 | |
NET INCOME PER SHARE | |
NET INCOME PER SHARE | 17. 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. Basic and diluted income per share is determined using the following information (in millions): Three months ended September 30, Nine months ended September 30, 2015 2014 2015 2014 Numerator: Basic and diluted income from continuing operations: Income from continuing operations attributable to Huntsman Corporation $ $ $ $ Basic and diluted net income: Net income attributable to Huntsman Corporation $ $ $ $ Shares (denominator): Weighted average shares outstanding Dilutive securities: Stock-based awards Total weighted average shares outstanding, including dilutive shares Additional stock-based awards of 7.0 million and 1.1 million weighted average equivalent shares of stock were outstanding during the three months ended September 30, 2015 and 2014, respectively, and additional stock-based awards of 2.7 million and 1.0 million weighted average equivalent shares of stock were outstanding during the nine months ended September 30, 2015 and 2014, respectively. However, these stock-based awards were not included in the computation of diluted earnings per share for the nine months ended September 30, 2015 and 2014 because the effect would be anti-dilutive. |
OPERATING SEGMENT INFORMATION
OPERATING SEGMENT INFORMATION | 9 Months Ended |
Sep. 30, 2015 | |
OPERATING SEGMENT INFORMATION | |
OPERATING SEGMENT INFORMATION | 18. 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 and dyes Pigments and Additives titanium dioxide, functional additives, color pigments, timber treatment and water treatment chemicals Sales between segments are generally recognized at external market prices and are eliminated in consolidation. We use EBITDA to measure the financial performance of our global business units and for reporting the results of our operating segments. This measure includes all operating items relating to the businesses. The EBITDA of operating segments excludes items that principally apply to our Company as a whole. The revenues and EBITDA for each of our reportable operating segments are as follows (dollars in millions): Three months ended September 30, Nine months ended September 30, 2015 2014 2015 2014 Revenues: Polyurethanes $ $ $ $ Performance Products Advanced Materials Textile Effects Pigments and Additives Corporate and eliminations ) ) ) ) Total $ $ $ $ Huntsman Corporation: Segment EBITDA(1): Polyurethanes $ $ $ $ Performance Products Advanced Materials Textile Effects Pigments and Additives ) ) Corporate and other(2) ) ) ) ) Subtotal Discontinued Operations(3) ) — ) ) Total Interest expense ) ) ) ) Income tax (expense) benefit—continuing operations ) ) ) Income tax benefit (expense)—discontinued operations — ) Depreciation and amortization ) ) ) ) Net income attributable to Huntsman Corporation $ $ $ $ Three months ended September 30, Nine months ended September 30, 2015 2014 2015 2014 Huntsman International: Segment EBITDA(1): Polyurethanes $ $ $ $ Performance Products Advanced Materials Textile Effects Pigments and Additives ) ) Corporate and other(2) ) ) ) ) Subtotal Discontinued Operations(3) ) — ) ) Total Interest expense ) ) ) ) Income tax (expense) benefit—continuing operations ) ) ) Income tax benefit (expense)—discontinued operations — ) Depreciation and amortization ) ) ) ) Net income attributable to Huntsman International LLC $ $ $ $ (1) Segment EBITDA is defined as net income attributable to Huntsman Corporation or Huntsman International, as appropriate, before interest, income tax, depreciation and amortization, and certain Corporate and other items. (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. (3) The operating results of our former polymers, base chemicals and Australian styrenics businesses are classified as discontinued operations, and, accordingly, the revenues of these businesses are excluded for all periods presented. The EBITDA of our former polymers, base chemicals and Australian styrenics businesses are included in discontinued operations for all periods presented. |
CONDENSED CONSOLIDATING FINANCI
CONDENSED CONSOLIDATING FINANCIAL INFORMATION OF HUNTSMAN INTERNATIONAL LLC (UNAUDITED) | 9 Months Ended |
Sep. 30, 2015 | |
CONDENSED CONSOLIDATING FINANCIAL INFORMATION OF HUNTSMAN INTERNATIONAL LLC (UNAUDITED) | |
CONDENSED CONSOLIDATING FINANCIAL INFORMATION OF HUNTSMAN INTERNATIONAL LLC (UNAUDITED) | 19. CONDENSED CONSOLIDATING FINANCIAL INFORMATION OF HUNTSMAN INTERNATIONAL LLC (UNAUDITED) The following condensed consolidating financial statements (unaudited) present, in separate columns, financial information for the following: Huntsman International (on a parent only basis), with its investment in subsidiaries recorded under the equity method; the Guarantors on a combined, and where appropriate, consolidated basis; and the nonguarantors on a combined, and where appropriate, consolidated basis. Additional columns present eliminating adjustments and consolidated totals as of September 30, 2015 and December 31, 2014 and for the three and nine months ended September 30, 2015 and 2014. 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. HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEETS (UNAUDITED) AS OF SEPTEMBER 30, 2015 (In Millions) Parent Company Guarantors Nonguarantors Eliminations Consolidated Huntsman International LLC ASSETS Current assets: Cash and cash equivalents $ $ $ $ — $ Restricted cash — — — Accounts and notes receivable, net Accounts receivable from affiliates ) Inventories ) Prepaid expenses ) Deferred income taxes — ) Other current assets ) Total current assets ) Property, plant and equipment, net Investment in unconsolidated affiliates ) Intangible assets, net — Goodwill ) — Deferred income taxes — ) Notes receivable from affiliates — ) — Other noncurrent assets ) Total assets $ $ $ $ ) $ LIABILITIES AND EQUITY Current liabilities: Accounts payable $ $ $ $ $ Accounts payable to affiliates ) Accrued liabilities ) Deferred income taxes — ) Note payable to affiliate — — — Current portion of debt — — Total current liabilities ) Long-term debt — — Notes payable to affiliates — ) Deferred income taxes Other noncurrent liabilities ) Total liabilities ) Equity Huntsman International LLC members' equity Members' equity ) Accumulated (deficit) income ) ) ) ) Accumulated other comprehensive (loss) income ) ) ) ) Total Huntsman International LLC members' equity ) Noncontrolling interests in subsidiaries — Total equity ) Total liabilities and equity $ $ $ $ ) $ HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEETS AS OF DECEMBER 31, 2014 (In Millions) Parent Company Guarantors Nonguarantors Eliminations Consolidated Huntsman International LLC ASSETS Current assets: Cash and cash equivalents $ $ $ $ — $ Restricted cash — — — Accounts and notes receivable, net Accounts receivable from affiliates ) Inventories ) Prepaid expenses ) Deferred income taxes — ) Other current assets ) Total current assets ) Property, plant and equipment, net Investment in unconsolidated affiliates ) Intangible assets, net — Goodwill ) — Deferred income taxes — ) Notes receivable from affiliates — ) — Other noncurrent assets ) Total assets $ $ $ $ ) $ LIABILITIES AND EQUITY Current liabilities: Accounts payable $ $ $ $ $ Accounts payable to affiliates ) Accrued liabilities ) Deferred income taxes — ) Note payable to affiliate — — — Current portion of debt — — Total current liabilities ) Long-term debt — — Notes payable to affiliates — ) Deferred income taxes Other noncurrent liabilities — Total liabilities ) Equity Huntsman International LLC members' equity Members' equity ) Accumulated (deficit) income ) ) ) Accumulated other comprehensive (loss) income ) ) ) ) Total Huntsman International LLC members' equity ) Noncontrolling interests in subsidiaries — — — Total equity ) Total liabilities and equity $ $ $ $ ) $ HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME (UNAUDITED) THREE MONTHS ENDED SEPTEMBER 30, 2015 (In Millions) Parent Company Guarantors Nonguarantors Eliminations Consolidated Huntsman International LLC Revenues: Trade sales, services and fees, net $ $ $ $ — $ Related party sales ) Total revenues ) Cost of goods sold ) Gross profit ) Selling, general and administrative — Research and development — Other operating expense (income) ) — Restructuring, impairment and plant closing costs — Operating (loss) income ) ) Interest (expense) income ) ) — ) Equity in income (loss) of investment in affiliates and subsidiaries ) — ) — Loss on early extinguishment of debt ) — — — ) Other income (loss) ) — — — Income from continuing operations before income taxes ) Income tax benefit (expense) ) ) — ) Income from continuing operations ) ) Loss from discontinued operations, net of tax — — — — — Net income ) ) Net income attributable to noncontrolling interests — — ) ) ) Net income (loss) attributable to Huntsman International LLC $ $ $ ) $ ) $ Net income $ $ $ ) $ ) $ Other comprehensive loss ) ) ) ) Comprehensive income attributable to noncontrolling interests — — ) ) ) Comprehensive loss attributable to Huntsman International LLC $ ) $ ) $ ) $ $ ) HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (UNAUDITED) THREE MONTHS ENDED SEPTEMBER 30, 2014 (In Millions) Parent Company Guarantors Nonguarantors Eliminations Consolidated Huntsman International LLC Revenues: Trade sales, services and fees, net $ $ $ $ — $ Related party sales ) Total revenues ) Cost of goods sold ) Gross profit Selling, general and administrative — Research and development — Other operating (income) expense ) — Restructuring, impairment and plant closing costs — Operating income Interest (expense) income ) ) — ) Equity in income of investment in affiliates and subsidiaries — ) Other income — — — ) ) Income from continuing operations before income taxes ) Income tax benefit (expense) ) ) — Income from continuing operations ) Loss from discontinued operations, net of tax — — — — — Net income ) Net income attributable to noncontrolling interests — — ) ) ) Net income attributable to Huntsman International LLC $ $ $ $ ) $ Net income $ $ $ $ ) $ Other comprehensive loss ) ) ) ) Comprehensive income attributable to noncontrolling interests — — ) ) ) Comprehensive income (loss) attributable to Huntsman International LLC $ $ $ ) $ $ HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME (UNAUDITED) NINE MONTHS ENDED SEPTEMBER 30, 2015 (In Millions) Parent Company Guarantors Nonguarantors Eliminations Consolidated Huntsman International LLC Revenues: Trade sales, services and fees, net $ $ $ $ — $ Related party sales ) Total revenues ) Cost of goods sold ) Gross profit ) Selling, general and administrative — Research and development — Other operating (income) expense ) ) — Restructuring, impairment and plant closing costs — Operating income (loss) ) ) Interest (expense) income ) ) — ) Equity in income (loss) of investment in affiliates and subsidiaries ) ) Loss on early extinguishment of debt ) — — — ) Other income (loss) ) ) ) Income (loss) from continuing operations before income taxes ) ) Income tax benefit (expense) ) — ) Income (loss) from continuing operations ) ) Loss from discontinued operations, net of tax ) ) ) — ) Net income (loss) ) ) Net income attributable to noncontrolling interests — — ) ) ) Net income (loss) attributable to Huntsman International LLC $ $ $ ) $ ) $ Net income (loss) $ $ $ ) $ ) $ Other comprehensive (loss) income ) ) ) Comprehensive income attributable to noncontrolling interests — — ) ) ) Comprehensive (loss) income attributable to Huntsman International LLC $ ) $ $ ) $ ) $ ) HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (UNAUDITED) NINE MONTHS ENDED SEPTEMBER 30, 2014 (In Millions) Parent Company Guarantors Nonguarantors Eliminations Consolidated Huntsman International LLC Revenues: Trade sales, services and fees, net $ $ $ $ — $ Related party sales ) Total revenues ) Cost of goods sold ) Gross profit Selling, general and administrative — Research and development — Other operating (income) expense ) ) — ) Restructuring, impairment and plant closing costs — Operating income Interest (expense) income ) ) — ) Equity in income of investment in affiliates and subsidiaries ) Other income — — ) — Income from continuing operations before income taxes ) Income tax benefit (expense) ) ) — ) Income from continuing operations ) Income (loss) from discontinued operations, net of tax — ) — ) Net income ) Net income attributable to noncontrolling interests — — ) ) ) Net income attributable to Huntsman International LLC $ $ $ $ ) $ Net income $ $ $ $ ) $ Other comprehensive (loss) income ) ) ) Comprehensive income attributable to noncontrolling interests — — ) ) ) Comprehensive income (loss) attributable to Huntsman International LLC $ $ $ ) $ ) $ HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (UNAUDITED) NINE MONTHS ENDED SEPTEMBER 30, 2015 (In Millions) Parent Company Guarantors Nonguarantors Eliminations Consolidated Huntsman International LLC Net cash (used in) provided by operating activities $ ) $ $ $ ) $ Investing activities: Capital expenditures ) ) ) — ) Cash received from unconsolidated affiliates — — — Investment in affiliate — ) — Investment in unconsolidated affiliates — ) ) — ) Acquisition of businesses, net of cash acquired — — ) — ) Cash received from purchase price adjustment for business acquired — — — Proceeds from sale of businesses/assets — — — Increase in receivable from affiliate ) — — — ) Cash received from termination of cross-currency interest rate contracts — — — Change in restricted cash — — — Net cash provided by (used in) investing activities ) ) ) ) Financing activities: Net repayments on overdraft facilities — — ) — ) Repayments of short-term debt — — ) — ) Borrowings on short-term debt — — — Repayments of long-term debt ) — ) — ) Proceeds from issuance of long-term debt — — — Repayments of notes payable to affiliate ) — — — ) Proceeds from issuance of notes payable from affiliate — — — Repayments of notes payable ) — ) — ) Borrowings on notes payable — — Debt issuance costs paid ) — — — ) Call premiums related to early extinguishment of debt ) — — — ) Contingent consideration paid for business acquired ) — — — ) Contribution from parent — ) — Distribution to parent — ) ) — Dividends paid to noncontrolling interests — — — ) ) Dividends paid to parent ) ) — ) Excess tax benefit related to stock-based compensation — — — Other, net — — ) — Net cash used in financing activities ) ) ) ) Effect of exchange rate changes on cash — — ) — ) Decrease in cash and cash equivalents ) ) ) — ) Cash and cash equivalents at beginning of period — Cash and cash equivalents at end of period $ $ $ $ — $ During the nine months ended September 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 and guarantor entities. HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (UNAUDITED) NINE MONTHS ENDED SEPTEMBER 30, 2014 (In Millions) Parent Company Guarantors Nonguarantors Eliminations Consolidated Huntsman International LLC Net cash (used in) provided by operating activities $ ) $ $ $ ) $ Investing activities: Capital expenditures ) ) ) — ) Cash received from unconsolidated affiliates — — — Investment in affiliate ) ) — — Investment in unconsolidated affiliates — ) ) — ) Proceeds from sale of businesses/assets — — Increase in receivable from affiliate ) — — — ) Other, net — — ) — ) Net cash used in investing activities ) ) ) ) Financing activities: Net repayments under revolving loan facilities — — ) — ) Net borrowings on overdraft facilities — — — Repayments of short-term debt — — ) — ) Borrowings on short-term debt — — — Repayments of long-term debt ) — ) — ) Proceeds from issuance of long-term debt — — — Repayments of notes payable to affiliate ) — — — ) Repayments of notes payable ) — ) — ) Borrowings on notes payable — — Debt issuance costs paid ) — — — ) Contingent consideration paid for acquisition ) — — — ) Dividend paid to noncontrolling interests — — ) — ) Contribution from parent — ) — Distribution to parent — ) — — Dividends paid to parent ) ) — ) Cash received for a noncontrolling interest of a subsidiary — — — Other, net — — — Net cash (used in) provided by financing activities ) ) ) ) Effect of exchange rate changes on cash — — ) — ) (Decrease) increase in cash and cash equivalents ) — — ) Cash and cash equivalents at beginning of period — — Cash and cash equivalents at end of period $ $ — $ $ — $ During the third quarter of 2014, we capitalized $116 million of intercompany notes as a noncash transaction between guarantor and nonguarantor entities. |
GENERAL (Policies)
GENERAL (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
GENERAL | |
PRINCIPLES OF CONSOLIDATION | PRINCIPLES OF CONSOLIDATION Our condensed consolidated financial statements (unaudited) include the accounts of our wholly-owned and majority-owned subsidiaries and any variable interest entities for which we are the primary beneficiary. Intercompany accounts and transactions have been eliminated. |
Share Repurchase Program | Share Repurchase Program On September 29, 2015, our Board of Directors authorized our Company to repurchase up to $150 million in shares of our common stock . Repurchases under this program may be made through open market transactions, in privately negotiated transactions, accelerated share repurchase programs or by other means. The timing and actual number of any shares repurchased will depend 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 ti me to time without prior notice . During the nine months ended September 30, 2015, we did not repurchase any shares of our outstanding common stock under the authorized repurchase program. We intend to begin repurchasing shares under this program beginning in the fourth quarter of 2015. |
USE OF ESTIMATES | USE OF ESTIMATES The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
BUSINESS COMBINATIONS (Tables)
BUSINESS COMBINATIONS (Tables) - Rockwood Holdings, Inc | 9 Months Ended |
Sep. 30, 2015 | |
Business Combinations | |
Allocation of acquisition cost to the assets acquired and liabilities assumed | The allocation of acquisition cost to the assets acquired and liabilities assumed is summarized as follows (dollars in millions): Cash paid for Rockwood Acquisition in 2014 $ Purchase price adjustment received in 2015 ) Net acquisition cost $ Fair value of assets acquired and liabilities assumed: Cash $ Accounts receivable, net Inventories Prepaid expenses and other current assets Property, plant and equipment Intangible assets Deferred income taxes, non-current Other assets Accounts payable ) Accrued expenses and other current liabilities ) Long-term debt, non-current ) Pension and related liabilities ) Deferred income taxes, non-current ) Other liabilities ) Total fair value of net assets acquired Noncontrolling interest ) Total $ |
Estimated pro forma revenues and net income | Pro Forma Pro Forma Three months ended September 30, 2014 (Unaudited) Nine months ended September 30, 2014 (Unaudited) Revenues $ $ Net income attributable to Huntsman Corporation Income per share: Basic $ $ Diluted |
Huntsman International | |
Business Combinations | |
Estimated pro forma revenues and net income | Pro Forma Pro Forma Three months ended September 30, 2014 (Unaudited) Nine months ended September 30, 2014 (Unaudited) Revenues $ $ Net income attributable to Huntsman International |
INVENTORIES (Tables)
INVENTORIES (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
INVENTORIES | |
Components of inventory | Inventories consisted of the following (dollars in millions): September 30, 2015 December 31, 2014 Raw materials and supplies $ $ Work in progress Finished goods Total LIFO reserves ) ) Net inventories $ $ |
VARIABLE INTEREST ENTITIES (Tab
VARIABLE INTEREST ENTITIES (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Rubicon LLC, Pacific Iron Products, Arabian Amines and Sasol Huntsman GmbH and Co. KG | |
Identification of variable interest entities through investments and transactions | |
Schedule of assets and liabilities of variable interest entities included in consolidated balance sheets | The following table summarizes the carrying amount of our variable interest entities' assets and liabilities included in our condensed consolidated balance sheets (unaudited), before intercompany eliminations, as of September 30, 2015 and December 31, 2014 (dollars in millions): September 30, 2015 December 31, 2014 Current assets $ $ Property, plant and equipment, net Other noncurrent assets Deferred income taxes Intangible assets Goodwill Total assets $ $ Current liabilities $ $ Long-term debt Deferred income taxes Other noncurrent liabilities Total liabilities $ $ |
RESTRUCTURING, IMPAIRMENT AND33
RESTRUCTURING, IMPAIRMENT AND PLANT CLOSING COSTS (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
RESTRUCTURING, IMPAIRMENT AND PLANT CLOSING COSTS | |
Accrued restructuring costs by type of cost and initiative | As of September 30, 2015 and December 31, 2014, accrued restructuring costs by type of cost and initiative consisted of the following (dollars in millions): Workforce reductions(1) Demolition and decommissioning Non-cancelable lease and contract termination costs Other restructuring costs Total(2) Accrued liabilities as of January 1, 2015 $ $ — $ $ $ 2015 charges for 2014 and prior initiatives 2015 charges for 2015 initiatives — — Pigments and Additives opening balance sheet liabilities — — — Reversal of reserves no longer required ) — — — ) 2015 payments for 2014 and prior initiatives ) ) ) ) ) 2015 payments for 2015 initiatives ) — — ) ) Net activity of discontinued operations — — ) — ) Foreign currency effect on liability balance ) — — — ) Accrued liabilities as of September 30, 2015 $ $ — $ $ $ (1) The workforce reduction reserves relate to the termination of 1,3 89 positions, of which 1,2 79 positions had not been terminated as of September 30, 2015. (2) Accrued liabilities by initiatives were as follows (dollars in millions): September 30, 2015 December 31, 2014 2013 and prior initiatives $ $ 2014 initiatives 2015 initiatives — Total $ $ |
Accrued liabilities by initiative | Accrued liabilities by initiatives were as follows (dollars in millions): September 30, 2015 December 31, 2014 2013 and prior initiatives $ $ 2014 initiatives 2015 initiatives — Total $ $ |
Details with respect to reserves for restructuring, impairment and plant closing costs, provided by segment and initiative | Details with respect to our reserves for restructuring, impairment and plant closing costs are provided below by segment and initiative (dollars in millions): Polyurethanes Performance Products Advanced Materials Textile Effects Pigments and Additives Discontinued Operations Corporate and Other Total Accrued liabilities as of January 1, 2015 $ $ $ $ $ $ $ $ 2015 charges for 2014 and prior initiatives — 2015 charges for 2015 initiatives — — Pigments and Additives opening balance sheet liabilities — — — — — — Reversal of reserves no longer required — — — — — — ) ) 2015 payments for 2014 and prior initiatives ) ) ) ) ) — ) ) 2015 payments for 2015 initiatives ) — — — ) — ) ) Net activity of discontinued operations — — — — — ) — ) Foreign currency effect on liability balance — ) ) — ) — — ) Accrued liabilities as of September 30, 2015 $ $ $ $ $ $ — $ $ Current portion of restructuring reserves $ $ $ $ $ $ — $ $ Long-term portion of restructuring reserves — — — — |
Cash and noncash restructuring charges by initiative | Details with respect to cash and noncash restructuring charges for the three and nine months ended September 30, 2015 and 2014 by initiative are provided below (dollars in millions): Three months ended September 30, 2015 Nine months ended September 30, 2015 Cash charges: 2015 charges for 2014 and prior initiatives $ $ 2015 charges for 2015 initiatives Pension related charges — Reversal of reserves no longer required — ) Accelerated depreciation Non-cash charges — Total 2015 Restructuring, Impairment and Plant Closing Costs $ $ Three months ended September 30, 2014 Nine months ended September 30, 2014 Cash charges: 2014 charges for 2013 and prior initiatives $ $ 2014 charges for 2014 initiatives — Pension related charges — Reversal of reserves no longer required — ) Non-cash charges Total 2014 Restructuring, Impairment and Plant Closing Costs $ $ |
DEBT (Tables)
DEBT (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Debt | |
Outstanding debt | Outstanding debt consisted of the following (dollars in millions): September 30, 2015 December 31, 2014 Senior Credit Facilities: Term loans $ $ Amounts outstanding under A/R programs Senior notes Senior subordinated notes — Variable interest entities Other Total debt—excluding debt to affiliates $ $ Total current portion of debt $ $ Long-term portion Total debt—excluding debt to affiliates $ $ Total debt—excluding debt to affiliates $ $ Notes payable to affiliates-noncurrent Total debt $ $ |
Huntsman International | |
Debt | |
Outstanding debt | September 30, 2015 December 31, 2014 Senior Credit Facilities: Term loans $ $ Amounts outstanding under A/R programs Senior notes Senior subordinated notes — Variable interest entities Other Total debt—excluding debt to affiliates $ $ Total current portion of debt $ $ Long-term portion Total debt—excluding debt to affiliates $ $ Total debt—excluding debt to affiliates $ $ Notes payable to affiliates-current Notes payable to affiliates-noncurrent Total debt $ $ |
Schedule of Senior Credit Facilities | As of September 30, 2015, our senior credit facilities ("Senior Credit Facilities") consisted of our revolving credit facility ("Revolving Facility"), our extended term loan B facility ("Extended Term Loan B"), our extended term loan B facility—series 2 ("Extended Term Loan B—Series 2"), our 2015 extended term loan B facility ("2015 Extended Term Loan B"), our 2014 term loan facility ("2014 Term Loan"), and our term loan C facility ("Term Loan C") as follows (dollars in millions): Facility Committed Amount Principal Outstanding Carrying Value Interest Rate(4) Maturity Revolving Facility(1) $ $ — $ — USD LIBOR plus 2.50% Extended Term Loan B NA USD LIBOR plus 2.50% Extended Term Loan B—Series 2 NA USD LIBOR plus 3.00% 2015 Extended Term Loan B(2) NA USD LIBOR plus 3.00% 2014 Term Loan(3) NA USD LIBOR plus 3.00% Term Loan C NA USD LIBOR plus 2.25% (1) We had no borrowings outstanding under our Revolving Facility; we had approximately $16 million (U.S. dollar equivalents) of letters of credit and bank guarantees issued and outstanding under our Revolving Facility. (2) On August 10, 2015, we entered into a fourteenth amendment to the agreement governing the Senior Credit Facilities (the "Credit Agreement"). The Amendment extends the stated maturity date of $773 million aggregate principal amount of our Extended Term Loan B and Extended Term Loan B—Series 2 from April 19, 2017 to April 19, 2019 and increases the interest rate margin with respect to the 2015 Extended Term Loan B to LIBOR plus 3.00%. (3) The 2014 Term Loan is subject to a 0.75% LIBOR floor. (4) The applicable interest rate of the Senior Credit Facilities is subject to certain secured leverage ratio thresholds. As of September 30, 2015, the weighted average interest rate on our outstanding balances under the Senior Credit Facilities was approximately 3%. |
Schedule of A/R Programs | The receivables collateralize debt incurred by the U.S. SPE and the EU SPE. Information regarding our A/R Programs as of September 30, 2015 was as follows (monetary amounts in millions): Facility Maturity Maximum Funding Availability(1) Amount Outstanding Interest Rate(2) U.S. A/R Program March 2018 $250 $90(3) Applicable rate plus 0.95% EU A/R Program March 2018 €225 €114 Applicable rate plus 1.10% (approximately $251) (approximately $127) (1) The amount of actual availability under our A/R Programs may be lower based on the level of eligible receivables sold, changes in the credit ratings of our customers, customer concentration levels and certain characteristics of the accounts receivable being transferred, as defined in the applicable agreements. (2) Applicable rate for our U.S. A/R Program is defined by the lender as either USD LIBOR or CP rate. Applicable rate for our EU A/R Program is either GBP LIBOR, USD LIBOR or EURIBOR. In addition, the U.S. SPE and the EU SPE are obligated to pay unused commitment fees to the lenders based on the amount of each lender's commitment. (3) As of September 30, 2015, we had approximately $7 million (U.S. dollar equivalents) of letters of credit issued and outstanding under our U.S. A/R Program. |
Summary of outstanding notes | As of September 30, 2015, we had outstanding the following notes (monetary amounts in millions): Notes Maturity Interest Rate Amount Outstanding 2020 Senior Notes November 2020 % $650 ($647 carrying value) 2021 Senior Notes April 2021 % €445 (€449 carrying value ($501)) 2022 Senior Notes November 2022 % $400 2025 Senior Notes April 2025 % €300 ($335) |
Redemption of Notes and Loss on Early Extinguishment of Debt | During the nine months ended September 30, 2015, we redeemed or repurchased the following notes (dollars in millions): Date of Redemption Notes Principal Amount of Notes Redeemed Amount Paid (Excluding Accrued Interest) Loss on Early Extinguishment of Debt September 2015 2021 Senior Subordinated Notes $ $ $ April 2015 2021 Senior Subordinated Notes January 2015 2021 Senior Subordinated Notes |
DERIVATIVE INSTRUMENTS AND HE35
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Huntsman International | |
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES | |
Schedule of cash flow hedges and the effective portion of the changes in the fair value of the swaps are recorded in other comprehensive loss | These swaps are designated as cash flow hedges and the effective portion of the changes in the fair value of the swaps are recorded in other comprehensive loss (dollars in millions): September 30, 2015 Notional Value Effective Date Maturity Fixed Rate Fair Value $ December 2014 April 2017 % $1 noncurrent liability January 2015 April 2017 % 2 noncurrent liability |
FAIR VALUE (Tables)
FAIR VALUE (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
FAIR VALUE | |
Fair values of financial instruments | The fair values of financial instruments were as follows (dollars in millions): September 30, 2015 December 31, 2014 Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value Non-qualified employee benefit plan investments $ $ $ $ Investments in equity securities — — Cross-currency interest rate contracts Interest rate contracts ) ) ) ) Long-term debt (including current portion) ) ) ) ) |
Assets and liabilities are measured at fair value on a recurring basis | The following assets and liabilities are measured at fair value on a recurring basis (dollars in millions): Fair Value Amounts Using Description September 30, 2015 Quoted prices in active markets for identical assets (Level 1)(4) Significant other observable inputs (Level 2)(4) Significant unobservable inputs (Level 3) Assets: Available-for-sale equity securities: Equity mutual funds $ $ $ — $ — Investments in equity securities(1) — — Derivatives: Cross-currency interest rate contracts(2) — — Total assets $ $ $ — $ Liabilities: Derivatives: Interest rate contracts(3) $ ) $ — $ ) $ — Fair Value Amounts Using Description December 31, 2014 Quoted prices in active markets for identical assets (Level 1)(4) Significant other observable inputs (Level 2)(4) Significant unobservable inputs (Level 3) Assets: Available-for-sale equity securities: Equity mutual funds $ $ $ — $ — Derivatives: Cross-currency interest rate contracts(2) — Total assets $ $ $ $ Liabilities: Derivatives: Interest rate contracts(3) $ ) $ — $ ) $ — (1) As of April 1, 2015, we no longer exercise significant influence in our investment in Nippon Aqua Co., Ltd., for which we previously accounted using the equity method. Consequently, we now account for this investment at fair value as an available-for-sale equity security. (2) The income approach is used to calculate the fair value of these instruments. Fair value represents the present value of estimated future cash flows, calculated using relevant interest rates, exchange rates, and yield curves at stated intervals. There were no material changes to the valuation methods or assumptions used to determine the fair value during the current period. In November 2014, we entered into two five year cross-currency interest rate contracts and one eight year cross-currency interest rate contract. These instruments have been categorized by us as Level 3 within the fair value hierarchy due to unobservable inputs associated with the credit valuation adjustment, which we deemed to be significant inputs to the overall measurement of fair value at inception. (3) The income approach is used to calculate the fair value of these instruments. Fair value represents the present value of estimated future cash flows, calculated using relevant interest rates and yield curves at stated intervals. There were no material changes to the valuation methods or assumptions used to determine the fair value during the current period. (4) There were no transfers between Levels 1 and 2 within the fair value hierarchy for the nine months ended September 30, 2015 and the year ended December 31, 2014. |
Reconciliation of beginning and ending balances for assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) | The following table shows a reconciliation of beginning and ending balances for the nine months ended September 30, 2015 for instruments measured at fair value on a recurring basis using significant unobservable inputs (Level 3) (dollars in millions). During the nine months ended September 30, 2014, there were no instruments categorized as Level 3 within the fair value hierarchy. Fair Value Measurements Using Significant Unobservable Inputs (Level 3) Cross-Currency Interest Rate Contracts Beginning balance, January 1, 2015 $ Transfers into Level 3 — Transfers out of Level 3 — Total gains (losses): Included in earnings — Included in other comprehensive income (loss) Purchases, sales, issuances and settlements — Ending balance, September 30, 2015 $ 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 September 30, 2015 $ — |
Schedule of gains and losses (realized and unrealized) included in earnings reported in interest expense and other comprehensive income (loss) | 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): 2015 Interest expense Other comprehensive income (loss) Total net gains included in earnings $ — $ — Changes in unrealized gains relating to assets still held at September 30, 2015 — |
EMPLOYEE BENEFIT PLANS (Tables)
EMPLOYEE BENEFIT PLANS (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
EMPLOYEE BENEFIT PLANS | |
Components of the net periodic benefit costs | Components of the net periodic benefit costs for the three months ended September 30, 2015 and 2014 were as follows (dollars in millions): Defined Benefit Plans Other Postretirement Benefit Plans Three months ended September 30, Three months ended September 30, 2015 2014 2015 2014 Service cost $ $ $ $ Interest cost Expected return on assets ) ) — — Amortization of prior service benefit ) ) ) ) Amortization of actuarial loss — — Settlement loss — — — Net periodic benefit cost $ $ $ $ Defined Benefit Plans Other Postretirement Benefit Plans Nine months ended September 30, Nine months ended September 30, 2015 2014 2015 2014 Service cost $ $ $ $ Interest cost Expected return on assets ) ) — — Amortization of prior service benefit ) ) ) ) Amortization of actuarial loss Special termination benefits — Settlement loss — — — Net periodic benefit cost $ $ $ $ |
Huntsman International | |
EMPLOYEE BENEFIT PLANS | |
Components of the net periodic benefit costs | Defined Benefit Plans Other Postretirement Benefit Plans Three months ended September 30, Three months ended September 30, 2015 2014 2015 2014 Service cost $ $ $ $ Interest cost Expected return on assets ) ) — — Amortization of prior service benefit ) ) ) ) Amortization of actuarial loss — — Settlement loss — — — Net periodic benefit cost $ $ $ $ Defined Benefit Plans Other Postretirement Benefit Plans Nine months ended September 30, Nine months ended September 30, 2015 2014 2015 2014 Service cost $ $ $ $ Interest cost Expected return on assets ) ) — — Amortization of prior service benefit ) ) ) ) Amortization of actuarial loss Special termination benefits — — Settlement loss — — — Net periodic benefit cost $ $ $ $ |
OTHER COMPREHENSIVE (LOSS) IN38
OTHER COMPREHENSIVE (LOSS) INCOME (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Components of other comprehensive income (loss) | |
Schedule of other comprehensive (loss) income and changes in accumulated other comprehensive loss by component | The components of other comprehensive (loss) income and changes in accumulated other comprehensive loss by component were as follows (dollars in millions): Foreign currency translation adjustment(a) Pension and other postretirement benefits adjustments, net of tax(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 $ $ ) $ $ $ ) $ $ ) Other comprehensive (loss) income before reclassifications ) ) ) ) ) Amounts reclassified from accumulated other comprehensive loss(c) — — — — Net current-period other comprehensive (loss) income ) ) ) ) Ending balance, September 30, 2015 $ ) $ ) $ $ $ ) $ $ ) (a) Amounts are net of tax of $66 and $47 as of September 30, 2015 and January 1, 2015, respectively. (b) Amounts are net of tax of $171 and $182 as of September 30, 2015 and January 1, 2015, respectively. (c) See table below for details about these reclassifications. Foreign currency translation adjustment(a) Pension and other postretirement benefits adjustments, net of tax(b) Other comprehensive income of unconsolidated affiliates Other, net Total Amounts attributable to noncontrolling interests Amounts attributable to Huntsman Corporation Beginning balance, January 1, 2014 $ $ ) $ $ $ ) $ $ ) Other comprehensive income before reclassifications ) — — ) ) Amounts reclassified from accumulated other comprehensive loss(c) — — — — Net current-period other comprehensive (loss) income ) — ) ) Ending balance, September 30, 2014 $ $ ) $ $ $ ) $ $ ) (a) Amounts are net of tax of $32 and $13 as of September 30, 2014 and January 1, 2014, respectively. (b) Amounts are net of tax of $72 and $83 as of September 30, 2014 and January 1, 2014, respectively. (c) See table below for details about these reclassifications. |
Schedule of details about reclassifications from accumulated other comprehensive loss | Three months ended September 30, 2015 Nine months ended September 30, 2015 Details about Accumulated Other Comprehensive Loss Components(a): Amounts reclassified from accumulated other comprehensive loss Amounts reclassified from accumulated other comprehensive loss Affected line item in the statement where net income is presented Amortization of pension and other postretirement benefits: Prior service credit $ ) $ ) (b) Actuarial loss (b)(c) Total before tax ) ) Income tax expense Total reclassifications for the period $ $ Net of tax Three months ended September 30, 2014 Nine months ended September 30, 2014 Details about Accumulated Other Comprehensive Loss Components(a): Amounts reclassified from accumulated other comprehensive loss Amounts reclassified from accumulated other comprehensive loss Affected line item in the statement where net income is presented Amortization of pension and other postretirement benefits: Prior service credit $ ) $ ) (b) Actuarial loss (b)(c) Settlement loss (b) Total before tax ) ) Income tax expense Total reclassifications for the period $ $ Net of tax (a) Pension and other postretirement benefits amounts in parentheses indicate credits on our condensed consolidated statements of operations (unaudited). (b) These accumulated other comprehensive loss components are included in the computation of net periodic pension costs. See "Note 10. Employee Benefit Plans." (c) Amounts contain approximately $2 and $1 of actuarial losses related to discontinued operations for the three months ended September 30, 2015 and 2014, respectively, and $4 and $3 of actuarial losses related to discontinued operations for the nine months ended September 30, 2015 and 2014, respectively. |
Huntsman International | |
Components of other comprehensive income (loss) | |
Schedule of other comprehensive (loss) income and changes in accumulated other comprehensive loss by component | The components of other comprehensive (loss) income and changes in accumulated other comprehensive loss by component were as follows (dollars in millions): Foreign currency translation adjustment(a) Pension and other postretirement benefits adjustments, net of tax(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 $ $ ) $ $ $ ) $ $ ) Other comprehensive (loss) income before reclassifications ) ) ) ) ) Amounts reclassified from accumulated other comprehensive loss(c) — — — — Net current-period other comprehensive (loss) income ) ) ) ) Ending balance, September 30, 2015 $ ) $ ) $ $ $ ) $ $ ) (a) Amounts are net of tax of $53 and $34 as of September 30, 2015 and January 1, 2015, respectively. (b) Amounts are net of tax of $200 and $211 as of September 30, 2015 and January 1, 2015, respectively. (c) See table below for details about these reclassifications. Foreign currency translation adjustment(a) Pension and other postretirement benefits adjustments, net of tax(b) Other comprehensive income (loss) of unconsolidated affiliates Other, net Total Amounts attributable to noncontrolling interests Amounts attributable to Huntsman International Beginning balance, January 1, 2014 $ $ ) $ $ $ ) $ $ ) Other comprehensive (loss) income before reclassifications ) — — ) ) Amounts reclassified from accumulated other comprehensive loss(c) — — — — Net current-period other comprehensive (loss) income ) — ) ) Ending balance, September 30, 2014 $ $ ) $ $ $ ) $ $ ) (a) Amounts are net of tax of $19 and nil as of September 30, 2014 and January 1, 2014, respectively. (b) Amounts are net of tax of $101 and $113 as of September 30, 2014 and January 1, 2014, respectively. (c) See table below for details about these reclassifications. |
Schedule of details about reclassifications from accumulated other comprehensive loss | Three months ended September 30, 2015 Nine months ended September 30, 2015 Details about Accumulated Other Comprehensive Loss Components(a): Amounts reclassified from accumulated other comprehensive loss Amounts reclassified from accumulated other comprehensive loss Affected line item in the statement where net income is presented Amortization of pension and other postretirement benefits: Prior service credit $ ) $ ) (b) Actuarial loss (b)(c) Total before tax ) ) Income tax expense Total reclassifications for the period $ $ Net of tax Three months ended September 30, 2014 Nine months ended September 30, 2014 Details about Accumulated Other Comprehensive Loss Components(a): Amounts reclassified from accumulated other comprehensive loss Amounts reclassified from accumulated other comprehensive loss Affected line item in the statement where net income is presented Amortization of pension and other postretirement benefits: Prior service credit $ ) $ ) (b) Actuarial loss (b)(c) Settlement loss (b) Total before tax ) ) Income tax expense Total reclassifications for the period $ $ Net of tax (a) Pension and other postretirement benefits amounts in parentheses indicate credits on our condensed consolidated statements of operations (unaudited). (b) These accumulated other comprehensive loss components are included in the computation of net periodic pension costs. See "Note 10. Employee Benefit Plans." (c) Amounts contain approximately $2 and $1 of actuarial losses related to discontinued operations for the three months ended September 30, 2015 and 2014, respectively, and $4 and $3 of actuarial losses related to discontinued operations for the nine months ended September 30, 2015 and 2014, respectively. |
STOCK-BASED COMPENSATION PLANS
STOCK-BASED COMPENSATION PLANS (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
STOCK-BASED COMPENSATION PLANS | |
Compensation cost from continuing operations under the Stock Incentive Plan | The compensation cost from continuing operations under the Stock Incentive Plan for our Company and Huntsman International were as follows (dollars in millions): Three months ended September 30, Nine months ended September 30, 2015 2014 2015 2014 Huntsman Corporation compensation cost $ $ $ $ Huntsman International compensation cost |
Assumptions used to calculate fair value of each stock option award estimated on the date of grant using the Black-Scholes valuation model | Three months ended September 30, Nine months ended September 30, 2015 2014 2015 2014 Dividend yield % N/A % % Expected volatility % N/A % % Risk-free interest rate % N/A % % Expected life of stock options granted during the period 5.9 years N/A 5.9 years 5.7 years |
Summary of stock option activity under the Stock Incentive Plan | Option Awards Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (in thousands) (years) (in millions) Outstanding at January 1, 2015 $ Granted Exercised ) Forfeited ) Outstanding at September 30, 2015 $ Exercisable at September 30, 2015 |
Summary of status of nonvested shares under the Stock Incentive Plan | 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, 2015 $ $ Granted Vested )(1) ) Forfeited ) ) Nonvested at September 30, 2015 (1) As of September 30, 2015, a total of 393,952 restricted stock units were vested but not yet issued, of which 29,645 vested during the nine months ended September 30, 2015. 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. This table does reflect 29,921 vested restricted stock units for which shares of common stock were issued in 2015. |
NET INCOME PER SHARE (Tables)
NET INCOME PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
NET INCOME PER SHARE | |
Schedule of calculation of basic and diluted income per share | Basic and diluted income per share is determined using the following information (in millions): Three months ended September 30, Nine months ended September 30, 2015 2014 2015 2014 Numerator: Basic and diluted income from continuing operations: Income from continuing operations attributable to Huntsman Corporation $ $ $ $ Basic and diluted net income: Net income attributable to Huntsman Corporation $ $ $ $ Shares (denominator): Weighted average shares outstanding Dilutive securities: Stock-based awards Total weighted average shares outstanding, including dilutive shares |
OPERATING SEGMENT INFORMATION (
OPERATING SEGMENT INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
OPERATING SEGMENT INFORMATION | |
Schedule of major products by reportable operating segment | 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 and dyes Pigments and Additives titanium dioxide, functional additives, color pigments, timber treatment and water treatment chemicals |
Operating segment information | |
Schedule of revenues and EBITDA for each of the entity's reportable operating segments | The EBITDA of operating segments excludes items that principally apply to our Company as a whole. The revenues and EBITDA for each of our reportable operating segments are as follows (dollars in millions): Three months ended September 30, Nine months ended September 30, 2015 2014 2015 2014 Revenues: Polyurethanes $ $ $ $ Performance Products Advanced Materials Textile Effects Pigments and Additives Corporate and eliminations ) ) ) ) Total $ $ $ $ Huntsman Corporation: Segment EBITDA(1): Polyurethanes $ $ $ $ Performance Products Advanced Materials Textile Effects Pigments and Additives ) ) Corporate and other(2) ) ) ) ) Subtotal Discontinued Operations(3) ) — ) ) Total Interest expense ) ) ) ) Income tax (expense) benefit—continuing operations ) ) ) Income tax benefit (expense)—discontinued operations — ) Depreciation and amortization ) ) ) ) Net income attributable to Huntsman Corporation $ $ $ $ (1) Segment EBITDA is defined as net income attributable to Huntsman Corporation or Huntsman International, as appropriate, before interest, income tax, depreciation and amortization, and certain Corporate and other items. (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. (3) The operating results of our former polymers, base chemicals and Australian styrenics businesses are classified as discontinued operations, and, accordingly, the revenues of these businesses are excluded for all periods presented. The EBITDA of our former polymers, base chemicals and Australian styrenics businesses are included in discontinued operations for all periods presented. |
Huntsman International | |
Operating segment information | |
Schedule of revenues and EBITDA for each of the entity's reportable operating segments | Three months ended September 30, Nine months ended September 30, 2015 2014 2015 2014 Huntsman International: Segment EBITDA(1): Polyurethanes $ $ $ $ Performance Products Advanced Materials Textile Effects Pigments and Additives ) ) Corporate and other(2) ) ) ) ) Subtotal Discontinued Operations(3) ) — ) ) Total Interest expense ) ) ) ) Income tax (expense) benefit—continuing operations ) ) ) Income tax benefit (expense)—discontinued operations — ) Depreciation and amortization ) ) ) ) Net income attributable to Huntsman International LLC $ $ $ $ (1) Segment EBITDA is defined as net income attributable to Huntsman Corporation or Huntsman International, as appropriate, before interest, income tax, depreciation and amortization, and certain Corporate and other items. (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. (3) The operating results of our former polymers, base chemicals and Australian styrenics businesses are classified as discontinued operations, and, accordingly, the revenues of these businesses are excluded for all periods presented. The EBITDA of our former polymers, base chemicals and Australian styrenics businesses are included in discontinued operations for all periods presented. |
CONDENSED CONSOLIDATING FINAN42
CONDENSED CONSOLIDATING FINANCIAL INFORMATION OF HUNTSMAN INTERNATIONAL LLC (UNAUDITED) (Tables) - Huntsman International | 9 Months Ended |
Sep. 30, 2015 | |
Condensed consolidated financial information | |
CONDENSED CONSOLIDATING BALANCE SHEETS (UNAUDITED) | AS OF SEPTEMBER 30, 2015 (In Millions) Parent Company Guarantors Nonguarantors Eliminations Consolidated Huntsman International LLC ASSETS Current assets: Cash and cash equivalents $ $ $ $ — $ Restricted cash — — — Accounts and notes receivable, net Accounts receivable from affiliates ) Inventories ) Prepaid expenses ) Deferred income taxes — ) Other current assets ) Total current assets ) Property, plant and equipment, net Investment in unconsolidated affiliates ) Intangible assets, net — Goodwill ) — Deferred income taxes — ) Notes receivable from affiliates — ) — Other noncurrent assets ) Total assets $ $ $ $ ) $ LIABILITIES AND EQUITY Current liabilities: Accounts payable $ $ $ $ $ Accounts payable to affiliates ) Accrued liabilities ) Deferred income taxes — ) Note payable to affiliate — — — Current portion of debt — — Total current liabilities ) Long-term debt — — Notes payable to affiliates — ) Deferred income taxes Other noncurrent liabilities ) Total liabilities ) Equity Huntsman International LLC members' equity Members' equity ) Accumulated (deficit) income ) ) ) ) Accumulated other comprehensive (loss) income ) ) ) ) Total Huntsman International LLC members' equity ) Noncontrolling interests in subsidiaries — Total equity ) Total liabilities and equity $ $ $ $ ) $ AS OF DECEMBER 31, 2014 (In Millions) Parent Company Guarantors Nonguarantors Eliminations Consolidated Huntsman International LLC ASSETS Current assets: Cash and cash equivalents $ $ $ $ — $ Restricted cash — — — Accounts and notes receivable, net Accounts receivable from affiliates ) Inventories ) Prepaid expenses ) Deferred income taxes — ) Other current assets ) Total current assets ) Property, plant and equipment, net Investment in unconsolidated affiliates ) Intangible assets, net — Goodwill ) — Deferred income taxes — ) Notes receivable from affiliates — ) — Other noncurrent assets ) Total assets $ $ $ $ ) $ LIABILITIES AND EQUITY Current liabilities: Accounts payable $ $ $ $ $ Accounts payable to affiliates ) Accrued liabilities ) Deferred income taxes — ) Note payable to affiliate — — — Current portion of debt — — Total current liabilities ) Long-term debt — — Notes payable to affiliates — ) Deferred income taxes Other noncurrent liabilities — Total liabilities ) Equity Huntsman International LLC members' equity Members' equity ) Accumulated (deficit) income ) ) ) Accumulated other comprehensive (loss) income ) ) ) ) Total Huntsman International LLC members' equity ) Noncontrolling interests in subsidiaries — — — Total equity ) Total liabilities and equity $ $ $ $ ) $ |
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME (UNAUDITED) | THREE MONTHS ENDED SEPTEMBER 30, 2015 (In Millions) Parent Company Guarantors Nonguarantors Eliminations Consolidated Huntsman International LLC Revenues: Trade sales, services and fees, net $ $ $ $ — $ Related party sales ) Total revenues ) Cost of goods sold ) Gross profit ) Selling, general and administrative — Research and development — Other operating expense (income) ) — Restructuring, impairment and plant closing costs — Operating (loss) income ) ) Interest (expense) income ) ) — ) Equity in income (loss) of investment in affiliates and subsidiaries ) — ) — Loss on early extinguishment of debt ) — — — ) Other income (loss) ) — — — Income from continuing operations before income taxes ) Income tax benefit (expense) ) ) — ) Income from continuing operations ) ) Loss from discontinued operations, net of tax — — — — — Net income ) ) Net income attributable to noncontrolling interests — — ) ) ) Net income (loss) attributable to Huntsman International LLC $ $ $ ) $ ) $ Net income $ $ $ ) $ ) $ Other comprehensive loss ) ) ) ) Comprehensive income attributable to noncontrolling interests — — ) ) ) Comprehensive loss attributable to Huntsman International LLC $ ) $ ) $ ) $ $ ) THREE MONTHS ENDED SEPTEMBER 30, 2014 (In Millions) Parent Company Guarantors Nonguarantors Eliminations Consolidated Huntsman International LLC Revenues: Trade sales, services and fees, net $ $ $ $ — $ Related party sales ) Total revenues ) Cost of goods sold ) Gross profit Selling, general and administrative — Research and development — Other operating (income) expense ) — Restructuring, impairment and plant closing costs — Operating income Interest (expense) income ) ) — ) Equity in income of investment in affiliates and subsidiaries — ) Other income — — — ) ) Income from continuing operations before income taxes ) Income tax benefit (expense) ) ) — Income from continuing operations ) Loss from discontinued operations, net of tax — — — — — Net income ) Net income attributable to noncontrolling interests — — ) ) ) Net income attributable to Huntsman International LLC $ $ $ $ ) $ Net income $ $ $ $ ) $ Other comprehensive loss ) ) ) ) Comprehensive income attributable to noncontrolling interests — — ) ) ) Comprehensive income (loss) attributable to Huntsman International LLC $ $ $ ) $ $ NINE MONTHS ENDED SEPTEMBER 30, 2015 (In Millions) Parent Company Guarantors Nonguarantors Eliminations Consolidated Huntsman International LLC Revenues: Trade sales, services and fees, net $ $ $ $ — $ Related party sales ) Total revenues ) Cost of goods sold ) Gross profit ) Selling, general and administrative — Research and development — Other operating (income) expense ) ) — Restructuring, impairment and plant closing costs — Operating income (loss) ) ) Interest (expense) income ) ) — ) Equity in income (loss) of investment in affiliates and subsidiaries ) ) Loss on early extinguishment of debt ) — — — ) Other income (loss) ) ) ) Income (loss) from continuing operations before income taxes ) ) Income tax benefit (expense) ) — ) Income (loss) from continuing operations ) ) Loss from discontinued operations, net of tax ) ) ) — ) Net income (loss) ) ) Net income attributable to noncontrolling interests — — ) ) ) Net income (loss) attributable to Huntsman International LLC $ $ $ ) $ ) $ Net income (loss) $ $ $ ) $ ) $ Other comprehensive (loss) income ) ) ) Comprehensive income attributable to noncontrolling interests — — ) ) ) Comprehensive (loss) income attributable to Huntsman International LLC $ ) $ $ ) $ ) $ ) NINE MONTHS ENDED SEPTEMBER 30, 2014 (In Millions) Parent Company Guarantors Nonguarantors Eliminations Consolidated Huntsman International LLC Revenues: Trade sales, services and fees, net $ $ $ $ — $ Related party sales ) Total revenues ) Cost of goods sold ) Gross profit Selling, general and administrative — Research and development — Other operating (income) expense ) ) — ) Restructuring, impairment and plant closing costs — Operating income Interest (expense) income ) ) — ) Equity in income of investment in affiliates and subsidiaries ) Other income — — ) — Income from continuing operations before income taxes ) Income tax benefit (expense) ) ) — ) Income from continuing operations ) Income (loss) from discontinued operations, net of tax — ) — ) Net income ) Net income attributable to noncontrolling interests — — ) ) ) Net income attributable to Huntsman International LLC $ $ $ $ ) $ Net income $ $ $ $ ) $ Other comprehensive (loss) income ) ) ) Comprehensive income attributable to noncontrolling interests — — ) ) ) Comprehensive income (loss) attributable to Huntsman International LLC $ $ $ ) $ ) $ |
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (UNAUDITED) | NINE MONTHS ENDED SEPTEMBER 30, 2015 (In Millions) Parent Company Guarantors Nonguarantors Eliminations Consolidated Huntsman International LLC Net cash (used in) provided by operating activities $ ) $ $ $ ) $ Investing activities: Capital expenditures ) ) ) — ) Cash received from unconsolidated affiliates — — — Investment in affiliate — ) — Investment in unconsolidated affiliates — ) ) — ) Acquisition of businesses, net of cash acquired — — ) — ) Cash received from purchase price adjustment for business acquired — — — Proceeds from sale of businesses/assets — — — Increase in receivable from affiliate ) — — — ) Cash received from termination of cross-currency interest rate contracts — — — Change in restricted cash — — — Net cash provided by (used in) investing activities ) ) ) ) Financing activities: Net repayments on overdraft facilities — — ) — ) Repayments of short-term debt — — ) — ) Borrowings on short-term debt — — — Repayments of long-term debt ) — ) — ) Proceeds from issuance of long-term debt — — — Repayments of notes payable to affiliate ) — — — ) Proceeds from issuance of notes payable from affiliate — — — Repayments of notes payable ) — ) — ) Borrowings on notes payable — — Debt issuance costs paid ) — — — ) Call premiums related to early extinguishment of debt ) — — — ) Contingent consideration paid for business acquired ) — — — ) Contribution from parent — ) — Distribution to parent — ) ) — Dividends paid to noncontrolling interests — — — ) ) Dividends paid to parent ) ) — ) Excess tax benefit related to stock-based compensation — — — Other, net — — ) — Net cash used in financing activities ) ) ) ) Effect of exchange rate changes on cash — — ) — ) Decrease in cash and cash equivalents ) ) ) — ) Cash and cash equivalents at beginning of period — Cash and cash equivalents at end of period $ $ $ $ — $ NINE MONTHS ENDED SEPTEMBER 30, 2014 (In Millions) Parent Company Guarantors Nonguarantors Eliminations Consolidated Huntsman International LLC Net cash (used in) provided by operating activities $ ) $ $ $ ) $ Investing activities: Capital expenditures ) ) ) — ) Cash received from unconsolidated affiliates — — — Investment in affiliate ) ) — — Investment in unconsolidated affiliates — ) ) — ) Proceeds from sale of businesses/assets — — Increase in receivable from affiliate ) — — — ) Other, net — — ) — ) Net cash used in investing activities ) ) ) ) Financing activities: Net repayments under revolving loan facilities — — ) — ) Net borrowings on overdraft facilities — — — Repayments of short-term debt — — ) — ) Borrowings on short-term debt — — — Repayments of long-term debt ) — ) — ) Proceeds from issuance of long-term debt — — — Repayments of notes payable to affiliate ) — — — ) Repayments of notes payable ) — ) — ) Borrowings on notes payable — — Debt issuance costs paid ) — — — ) Contingent consideration paid for acquisition ) — — — ) Dividend paid to noncontrolling interests — — ) — ) Contribution from parent — ) — Distribution to parent — ) — — Dividends paid to parent ) ) — ) Cash received for a noncontrolling interest of a subsidiary — — — Other, net — — — Net cash (used in) provided by financing activities ) ) ) ) Effect of exchange rate changes on cash — — ) — ) (Decrease) increase in cash and cash equivalents ) — — ) Cash and cash equivalents at beginning of period — — Cash and cash equivalents at end of period $ $ — $ $ — $ |
GENERAL (Details)
GENERAL (Details) $ in Millions | 9 Months Ended | |
Sep. 30, 2015segment | Sep. 29, 2015USD ($) | |
GENERAL | ||
Percentage of holding in subsidiaries | 100.00% | |
Number of business segments | 5 | |
Maximum | ||
GENERAL | ||
Authorized shares value to be repurchased | $ | $ 150 |
BUSINESS COMBINATIONS (Details)
BUSINESS COMBINATIONS (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2015 | Jun. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | Oct. 01, 2014 | |
Acquisition cost | |||||||
Purchase price adjustment received in 2015 | $ (18) | ||||||
Fair value of assets acquired and liabilities assumed: | |||||||
Goodwill | $ 117 | 117 | $ 122 | ||||
Huntsman International | |||||||
Acquisition cost | |||||||
Purchase price adjustment received in 2015 | (18) | ||||||
Fair value of assets acquired and liabilities assumed: | |||||||
Goodwill | $ 117 | 117 | $ 122 | ||||
Rockwood Holdings, Inc | |||||||
Acquisition cost | |||||||
Cash payments | 1,038 | ||||||
Purchase price adjustment received in 2015 | $ (18) | (18) | |||||
Net acquisition cost | $ 1,020 | ||||||
Transaction related costs | $ 5 | $ 10 | |||||
Fair value of assets acquired and liabilities assumed: | |||||||
Cash | $ 77 | ||||||
Accounts receivable, net | 220 | ||||||
Inventories | 401 | ||||||
Prepaid expenses and other current assets | 55 | ||||||
Property, plant and equipment | 665 | ||||||
Intangible assets | 31 | ||||||
Deferred income taxes, non-current | 106 | ||||||
Other assets | 8 | ||||||
Accounts payable | (146) | ||||||
Accrued expenses and other current liabilities | (106) | ||||||
Long-term debt, non-current | (3) | ||||||
Pension and related liabilities | (233) | ||||||
Deferred income taxes, non-current | (9) | ||||||
Other liabilities | (30) | ||||||
Total fair value of net assets acquired | 1,036 | ||||||
Noncontrolliing interest | (16) | ||||||
Total | 1,020 | ||||||
Goodwill | $ 0 | ||||||
Estimated pro forma revenues and net income (loss) attributable to business acquisition | |||||||
Revenues | 3,257 | 9,786 | |||||
Net income attributable to business acquisition | $ 203 | $ 410 | |||||
Basic | $ 0.84 | $ 1.70 | |||||
Diluted | $ 0.82 | $ 1.67 | |||||
Rockwood Holdings, Inc | Developed technology | |||||||
Acquisition cost | |||||||
Acquired intangible assets estimated useful life | 9 years | ||||||
Rockwood Holdings, Inc | Trademarks | |||||||
Acquisition cost | |||||||
Acquired intangible assets estimated useful life | 9 years | ||||||
Rockwood Holdings, Inc | Customer relationships | |||||||
Acquisition cost | |||||||
Acquired intangible assets estimated useful life | 9 years | ||||||
Rockwood Holdings, Inc | Viance | |||||||
Acquisition cost | |||||||
Ownership interest of noncontrolling interest (as a percent) | 50.00% | ||||||
Rockwood Holdings, Inc | Huntsman International | |||||||
Estimated pro forma revenues and net income (loss) attributable to business acquisition | |||||||
Revenues | $ 3,257 | $ 9,786 | |||||
Net income attributable to business acquisition | $ 213 | $ 424 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 | |
Inventories | |||
Raw materials and supplies | $ 472 | $ 508 | |
Work in progress | 121 | 96 | |
Finished goods | 1,305 | 1,494 | |
Total | 1,898 | 2,098 | |
LIFO reserves | (48) | (73) | |
Net Inventories | [1] | $ 1,850 | $ 2,025 |
Percentage of inventories recorded using the LIFO cost method | 10.00% | 9.00% | |
[1] | At September 30, 2015 and December 31, 2014, respectively, $42 and $46 of cash and cash equivalents, $4 and $10 of restricted cash, $35 and $41 of accounts and notes receivable (net), $45 and $68 of inventories, $6 each of other current assets, $313 and $339 of property, plant and equipment (net), $36 and $40 of intangible assets (net), $28 and $27 of other noncurrent assets, $72 and $92 of accounts payable, $29 and $37 of accrued liabilities, $19 and $172 of current portion of debt, $139 and $36 of longterm debt, and $99 and $97 of other noncurrent liabilities from consolidated variable interest entities are included in the respective Balance Sheet captions above. See “Note 5. Variable Interest Entities.” |
VARIABLE INTEREST ENTITIES (Det
VARIABLE INTEREST ENTITIES (Details) - USD ($) $ in Millions | 9 Months Ended | ||
Sep. 30, 2015 | Dec. 31, 2014 | ||
Assets and liabilities of VIE | |||
Current assets | $ 4,251 | $ 5,039 | |
Property, plant and equipment, net | [1] | 4,380 | 4,423 |
Other noncurrent assets | [1] | 632 | 538 |
Deferred income taxes | 424 | 435 | |
Intangible assets, net | [1] | 86 | 95 |
Goodwill | 117 | 122 | |
Total assets | 10,236 | 11,002 | |
Current liabilities | 2,065 | 2,332 | |
Long-term debt | [1] | 4,709 | 4,933 |
Deferred income taxes | 348 | 333 | |
Other noncurrent liabilities | [1] | 1,316 | 1,447 |
Total liabilities | 8,445 | 9,051 | |
Consolidated VIE's | |||
Assets and liabilities of VIE | |||
Property, plant and equipment, net | 313 | 339 | |
Other noncurrent assets | 28 | 27 | |
Intangible assets, net | 36 | 40 | |
Long-term debt | 139 | 36 | |
Other noncurrent liabilities | 99 | 97 | |
Rubicon LLC, Pacific Iron Products, Arabian Amines, Sasol Huntsman GmbH And Co. KG and Viance LLC | |||
Assets and liabilities of VIE | |||
Current assets | 132 | 186 | |
Property, plant and equipment, net | 313 | 340 | |
Other noncurrent assets | 82 | 70 | |
Deferred income taxes | 52 | 50 | |
Intangible assets, net | 36 | 39 | |
Goodwill | 13 | 14 | |
Total assets | 628 | 699 | |
Current liabilities | 156 | 356 | |
Long-term debt | 147 | 42 | |
Deferred income taxes | 8 | 9 | |
Other noncurrent liabilities | 99 | 97 | |
Total liabilities | $ 410 | $ 504 | |
Sasol Huntsman GmbH and Co. KG | |||
Assets and liabilities of VIE | |||
Variable interest entity ownership percentage | 50.00% | ||
Viance | |||
Assets and liabilities of VIE | |||
Variable interest entity ownership percentage | 50.00% | ||
[1] | At September 30, 2015 and December 31, 2014, respectively, $42 and $46 of cash and cash equivalents, $4 and $10 of restricted cash, $35 and $41 of accounts and notes receivable (net), $45 and $68 of inventories, $6 each of other current assets, $313 and $339 of property, plant and equipment (net), $36 and $40 of intangible assets (net), $28 and $27 of other noncurrent assets, $72 and $92 of accounts payable, $29 and $37 of accrued liabilities, $19 and $172 of current portion of debt, $139 and $36 of longterm debt, and $99 and $97 of other noncurrent liabilities from consolidated variable interest entities are included in the respective Balance Sheet captions above. See “Note 5. Variable Interest Entities.” |
RESTRUCTURING, IMPAIRMENT AND47
RESTRUCTURING, IMPAIRMENT AND PLANT CLOSING COSTS (Details) $ in Millions | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2015USD ($) | Sep. 30, 2015USD ($)item | Sep. 30, 2014USD ($) | |
Accrued restructuring costs rollforward | |||
Accrued liabilities at the beginning of the period | $ 138 | ||
Pigments and Additives opening balance sheet liabilities | 1 | ||
Reversal of reserves no longer required | (1) | $ (8) | |
Net activity of discontinued operations | (1) | ||
Foreign currency effect on liability balance | (7) | ||
Accrued liabilities at the end of the period | $ 180 | 180 | |
Workforce reductions | |||
Accrued restructuring costs rollforward | |||
Accrued liabilities at the beginning of the period | 87 | ||
Pigments and Additives opening balance sheet liabilities | 1 | ||
Reversal of reserves no longer required | (1) | ||
Foreign currency effect on liability balance | (7) | ||
Accrued liabilities at the end of the period | 126 | $ 126 | |
Number of positions terminated | item | 1,389 | ||
Number of positions not terminated | item | 1,279 | ||
Non-cancelable lease and contract termination costs | |||
Accrued restructuring costs rollforward | |||
Accrued liabilities at the beginning of the period | $ 48 | ||
Net activity of discontinued operations | (1) | ||
Accrued liabilities at the end of the period | 50 | 50 | |
Other restructuring costs | |||
Accrued restructuring costs rollforward | |||
Accrued liabilities at the beginning of the period | 3 | ||
Accrued liabilities at the end of the period | 4 | 4 | |
2014 initiatives and prior | |||
Accrued restructuring costs rollforward | |||
Restructuring charges | 11 | 87 | |
Restructuring payments | (70) | ||
2014 initiatives and prior | Workforce reductions | |||
Accrued restructuring costs rollforward | |||
Restructuring charges | 57 | ||
Restructuring payments | (44) | ||
2014 initiatives and prior | Demolition and decommissioning | |||
Accrued restructuring costs rollforward | |||
Restructuring charges | 5 | ||
Restructuring payments | (5) | ||
2014 initiatives and prior | Non-cancelable lease and contract termination costs | |||
Accrued restructuring costs rollforward | |||
Restructuring charges | 7 | ||
Restructuring payments | (4) | ||
2014 initiatives and prior | Other restructuring costs | |||
Accrued restructuring costs rollforward | |||
Restructuring charges | 18 | ||
Restructuring payments | (17) | ||
2015 initiatives | |||
Accrued restructuring costs rollforward | |||
Restructuring charges | 1 | 45 | |
Restructuring payments | (12) | ||
Accrued liabilities at the end of the period | $ 30 | 30 | |
2015 initiatives | Workforce reductions | |||
Accrued restructuring costs rollforward | |||
Restructuring charges | 44 | ||
Restructuring payments | (11) | ||
2015 initiatives | Other restructuring costs | |||
Accrued restructuring costs rollforward | |||
Restructuring charges | 1 | ||
Restructuring payments | $ (1) |
RESTRUCTURING, IMPAIRMENT AND48
RESTRUCTURING, IMPAIRMENT AND PLANT CLOSING COSTS (Details 2) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Accrued liabilities by initiatives | ||
Accrued liabilities | $ 180 | $ 138 |
2013 and prior initiatives | ||
Accrued liabilities by initiatives | ||
Accrued liabilities | 65 | 75 |
2014 initiatives | ||
Accrued liabilities by initiatives | ||
Accrued liabilities | 85 | $ 63 |
2015 initiatives | ||
Accrued liabilities by initiatives | ||
Accrued liabilities | $ 30 |
RESTRUCTURING, IMPAIRMENT AND49
RESTRUCTURING, IMPAIRMENT AND PLANT CLOSING COSTS (Details 3) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | |
Accrued restructuring costs rollforward | |||
Accrued liabilities at the beginning of the period | $ 138 | ||
Pigments and Additives opening balance sheet liabilities | 1 | ||
Reversal of reserves no longer required | (1) | $ (8) | |
Net activity of discontinued operations | (1) | ||
Foreign currency effect on liability balance | (7) | ||
Accrued liabilities at the end of the period | $ 180 | 180 | |
Current portion of restructuring reserves | 139 | 139 | |
Long-term portion of restructuring reserves | 41 | 41 | |
Polyurethanes | |||
Accrued restructuring costs rollforward | |||
Accrued liabilities at the beginning of the period | 6 | ||
Accrued liabilities at the end of the period | 11 | 11 | |
Current portion of restructuring reserves | 9 | 9 | |
Long-term portion of restructuring reserves | 2 | 2 | |
Performance Products | |||
Accrued restructuring costs rollforward | |||
Accrued liabilities at the beginning of the period | 9 | ||
Foreign currency effect on liability balance | (1) | ||
Accrued liabilities at the end of the period | 5 | 5 | |
Current portion of restructuring reserves | 5 | 5 | |
Advanced Materials | |||
Accrued restructuring costs rollforward | |||
Accrued liabilities at the beginning of the period | 5 | ||
Foreign currency effect on liability balance | (1) | ||
Accrued liabilities at the end of the period | 6 | 6 | |
Current portion of restructuring reserves | 4 | 4 | |
Long-term portion of restructuring reserves | 2 | 2 | |
Textile Effects | |||
Accrued restructuring costs rollforward | |||
Accrued liabilities at the beginning of the period | 54 | ||
Accrued liabilities at the end of the period | 57 | 57 | |
Current portion of restructuring reserves | 20 | 20 | |
Long-term portion of restructuring reserves | 37 | 37 | |
Pigments and Additives | |||
Accrued restructuring costs rollforward | |||
Accrued liabilities at the beginning of the period | 59 | ||
Pigments and Additives opening balance sheet liabilities | 1 | ||
Foreign currency effect on liability balance | (5) | ||
Accrued liabilities at the end of the period | 99 | 99 | |
Current portion of restructuring reserves | 99 | 99 | |
Discontinued Operations | |||
Accrued restructuring costs rollforward | |||
Accrued liabilities at the beginning of the period | 1 | ||
Net activity of discontinued operations | (1) | ||
Corporate and other | |||
Accrued restructuring costs rollforward | |||
Accrued liabilities at the beginning of the period | 4 | ||
Restructuring charges | $ 11 | ||
Reversal of reserves no longer required | (1) | ||
Accrued liabilities at the end of the period | 2 | 2 | |
Current portion of restructuring reserves | 2 | 2 | |
2014 initiatives and prior | |||
Accrued restructuring costs rollforward | |||
Restructuring charges | 11 | 87 | |
Restructuring payments | (70) | ||
2014 initiatives and prior | Polyurethanes | |||
Accrued restructuring costs rollforward | |||
Restructuring charges | 2 | ||
Restructuring payments | (4) | ||
2014 initiatives and prior | Performance Products | |||
Accrued restructuring costs rollforward | |||
Restructuring charges | 2 | ||
Restructuring payments | (5) | ||
2014 initiatives and prior | Advanced Materials | |||
Accrued restructuring costs rollforward | |||
Restructuring charges | 1 | ||
Restructuring payments | (1) | ||
2014 initiatives and prior | Textile Effects | |||
Accrued restructuring costs rollforward | |||
Restructuring charges | 15 | ||
Restructuring payments | (14) | ||
2014 initiatives and prior | Pigments and Additives | |||
Accrued restructuring costs rollforward | |||
Restructuring charges | 63 | ||
Restructuring payments | (41) | ||
2014 initiatives and prior | Corporate and other | |||
Accrued restructuring costs rollforward | |||
Restructuring charges | 4 | ||
Restructuring payments | (5) | ||
2015 initiatives | |||
Accrued restructuring costs rollforward | |||
Restructuring charges | 1 | 45 | |
Restructuring payments | (12) | ||
Accrued liabilities at the end of the period | $ 30 | 30 | |
2015 initiatives | Polyurethanes | |||
Accrued restructuring costs rollforward | |||
Restructuring charges | 14 | ||
Restructuring payments | (7) | ||
2015 initiatives | Advanced Materials | |||
Accrued restructuring costs rollforward | |||
Restructuring charges | 2 | ||
2015 initiatives | Textile Effects | |||
Accrued restructuring costs rollforward | |||
Restructuring charges | 2 | ||
2015 initiatives | Pigments and Additives | |||
Accrued restructuring costs rollforward | |||
Restructuring charges | 26 | ||
Restructuring payments | (4) | ||
2015 initiatives | Corporate and other | |||
Accrued restructuring costs rollforward | |||
Restructuring charges | 1 | ||
Restructuring payments | $ (1) |
RESTRUCTURING, IMPAIRMENT AND50
RESTRUCTURING, IMPAIRMENT AND PLANT CLOSING COSTS (Details 4) $ in Millions | Mar. 04, 2015USD ($) | Feb. 12, 2015kt | Dec. 01, 2014item | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) |
Accrued restructuring costs by type of cost and initiative | |||||||
Pension-related charges | $ 3 | $ 2 | |||||
Reversal of reserves no longer required | (1) | (8) | |||||
Non-cash charges | $ 30 | 87 | 36 | ||||
Accelerated depreciation | $ 2 | 77 | |||||
Total restructuring, impairment and plant closing costs | 14 | 39 | 221 | 91 | |||
Calais, France Facility | |||||||
Accrued restructuring costs by type of cost and initiative | |||||||
Non-cash charges | 10 | ||||||
Accelerated depreciation | 73 | ||||||
Decrease in titanium dioxide capacity due to closing operations | kt | 100 | ||||||
Decrease in titanium dioxide capacity due to closing operations (as a percent) | 13.00% | ||||||
Polyurethanes | Geismar, Louisiana facility | |||||||
Accrued restructuring costs by type of cost and initiative | |||||||
Non-cash charges | 16 | ||||||
Textile Effects | Basel, Switzerland | |||||||
Accrued restructuring costs by type of cost and initiative | |||||||
Restructuring charges | 9 | ||||||
Noncash pension-related charges | 8 | ||||||
Pigments and Additives | |||||||
Accrued restructuring costs by type of cost and initiative | |||||||
Pension-related charges | 3 | ||||||
Corporate and other | |||||||
Accrued restructuring costs by type of cost and initiative | |||||||
Restructuring charges | 11 | ||||||
Reversal of reserves no longer required | $ (1) | ||||||
Workforce reductions | |||||||
Accrued restructuring costs by type of cost and initiative | |||||||
Noncash pension-related charges | 11 | ||||||
Reversal of reserves no longer required | $ (1) | ||||||
Workforce reductions | Calais, France Facility | |||||||
Accrued restructuring costs by type of cost and initiative | |||||||
Restructuring charges | 21 | ||||||
Workforce reductions | Performance Products | |||||||
Accrued restructuring costs by type of cost and initiative | |||||||
Restructuring charges | 23 | ||||||
Workforce reductions | Polyurethanes | |||||||
Accrued restructuring costs by type of cost and initiative | |||||||
Restructuring charges | 14 | ||||||
Workforce reductions | Advanced Materials | |||||||
Accrued restructuring costs by type of cost and initiative | |||||||
Restructuring charges | 6 | ||||||
Workforce reductions | Textile Effects | Qingdao plant | |||||||
Accrued restructuring costs by type of cost and initiative | |||||||
Restructuring charges | 6 | ||||||
Workforce reductions | Pigments and Additives | |||||||
Accrued restructuring costs by type of cost and initiative | |||||||
Restructuring charges | $ 5 | 51 | |||||
Expected number of positions to be terminated | item | 900 | ||||||
Non-cancelable lease and contract termination costs | Textile Effects | |||||||
Accrued restructuring costs by type of cost and initiative | |||||||
Restructuring charges | 6 | ||||||
Demolition and decommissioning | Textile Effects | |||||||
Accrued restructuring costs by type of cost and initiative | |||||||
Restructuring charges | 4 | ||||||
Other restructuring costs | Textile Effects | |||||||
Accrued restructuring costs by type of cost and initiative | |||||||
Restructuring charges | 2 | ||||||
Other restructuring costs | Pigments and Additives | |||||||
Accrued restructuring costs by type of cost and initiative | |||||||
Restructuring charges | 12 | ||||||
Global transformational change program | Advanced Materials | |||||||
Accrued restructuring costs by type of cost and initiative | |||||||
Restructuring charges | 12 | ||||||
2013 and prior initiatives | |||||||
Accrued restructuring costs by type of cost and initiative | |||||||
Restructuring charges | $ 9 | 60 | |||||
2014 initiatives and prior | |||||||
Accrued restructuring costs by type of cost and initiative | |||||||
Restructuring charges | 11 | 87 | |||||
2014 initiatives and prior | Performance Products | |||||||
Accrued restructuring costs by type of cost and initiative | |||||||
Restructuring charges | 2 | ||||||
2014 initiatives and prior | Polyurethanes | |||||||
Accrued restructuring costs by type of cost and initiative | |||||||
Restructuring charges | 2 | ||||||
2014 initiatives and prior | Advanced Materials | |||||||
Accrued restructuring costs by type of cost and initiative | |||||||
Restructuring charges | 1 | ||||||
2014 initiatives and prior | Textile Effects | |||||||
Accrued restructuring costs by type of cost and initiative | |||||||
Restructuring charges | 15 | ||||||
2014 initiatives and prior | Pigments and Additives | |||||||
Accrued restructuring costs by type of cost and initiative | |||||||
Restructuring charges | 63 | ||||||
2014 initiatives and prior | Corporate and other | |||||||
Accrued restructuring costs by type of cost and initiative | |||||||
Restructuring charges | 4 | ||||||
2014 initiatives and prior | Workforce reductions | |||||||
Accrued restructuring costs by type of cost and initiative | |||||||
Restructuring charges | 57 | ||||||
2014 initiatives and prior | Non-cancelable lease and contract termination costs | |||||||
Accrued restructuring costs by type of cost and initiative | |||||||
Restructuring charges | 7 | ||||||
2014 initiatives and prior | Demolition and decommissioning | |||||||
Accrued restructuring costs by type of cost and initiative | |||||||
Restructuring charges | 5 | ||||||
2014 initiatives and prior | Other restructuring costs | |||||||
Accrued restructuring costs by type of cost and initiative | |||||||
Restructuring charges | 18 | ||||||
2014 Initiatives | |||||||
Accrued restructuring costs by type of cost and initiative | |||||||
Restructuring charges | 6 | ||||||
Non-cash charges | $ 31 | ||||||
2015 initiatives | |||||||
Accrued restructuring costs by type of cost and initiative | |||||||
Restructuring charges | $ 1 | 45 | |||||
Non-cash charges | 10 | ||||||
2015 initiatives | Polyurethanes | |||||||
Accrued restructuring costs by type of cost and initiative | |||||||
Restructuring charges | 14 | ||||||
2015 initiatives | Advanced Materials | |||||||
Accrued restructuring costs by type of cost and initiative | |||||||
Restructuring charges | 2 | ||||||
2015 initiatives | Textile Effects | |||||||
Accrued restructuring costs by type of cost and initiative | |||||||
Restructuring charges | 2 | ||||||
2015 initiatives | Pigments and Additives | |||||||
Accrued restructuring costs by type of cost and initiative | |||||||
Restructuring charges | 26 | ||||||
2015 initiatives | Corporate and other | |||||||
Accrued restructuring costs by type of cost and initiative | |||||||
Restructuring charges | 1 | ||||||
2015 initiatives | Workforce reductions | |||||||
Accrued restructuring costs by type of cost and initiative | |||||||
Restructuring charges | 44 | ||||||
2015 initiatives | Other restructuring costs | |||||||
Accrued restructuring costs by type of cost and initiative | |||||||
Restructuring charges | 1 | ||||||
Other initiatives | Textile Effects | |||||||
Accrued restructuring costs by type of cost and initiative | |||||||
Restructuring charges | $ 5 |
DEBT (Details)
DEBT (Details) € in Millions, ¥ in Millions, $ in Millions | Aug. 10, 2015USD ($) | Sep. 30, 2015EUR (€) | Sep. 30, 2015USD ($) | Jul. 24, 2015CNY (¥) | Jul. 24, 2015USD ($) | Mar. 31, 2015EUR (€) | Mar. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Debt | |||||||||
Total debt - excluding debt to affiliates | $ 4,867 | $ 5,200 | |||||||
Total current portion of debt | [1] | 158 | 267 | ||||||
Long-term portion | [1] | 4,709 | 4,933 | ||||||
Notes payable to affiliates-noncurrent | 7 | 6 | |||||||
Total debt | 4,874 | 5,206 | |||||||
Consolidated VIE's | |||||||||
Debt | |||||||||
Total debt - excluding debt to affiliates | 158 | 207 | |||||||
Total current portion of debt | 19 | 172 | |||||||
Long-term portion | 139 | 36 | |||||||
Arabian Amines Company | |||||||||
Debt | |||||||||
Total debt - excluding debt to affiliates | 148 | ||||||||
Total current portion of debt | 16 | ||||||||
Long-term portion | 132 | ||||||||
A/R Programs | |||||||||
Variable interest entity ownership percentage | 50.00% | ||||||||
Huntsman International | |||||||||
Debt | |||||||||
Total debt - excluding debt to affiliates | 4,867 | 5,200 | |||||||
Total current portion of debt | [1] | 158 | 267 | ||||||
Long-term portion | [1] | 4,709 | 4,933 | ||||||
Notes payable to affiliates-current | 100 | 100 | |||||||
Notes payable to affiliates-noncurrent | 802 | 656 | |||||||
Total debt | 5,769 | 5,956 | |||||||
Huntsman International | Consolidated VIE's | |||||||||
Debt | |||||||||
Total debt - excluding debt to affiliates | 158 | 207 | |||||||
Total current portion of debt | 19 | 172 | |||||||
Long-term portion | 139 | 36 | |||||||
Term loans | |||||||||
Debt | |||||||||
Total debt - excluding debt to affiliates | 2,507 | 2,528 | |||||||
Term loans | Huntsman International | |||||||||
Debt | |||||||||
Total debt - excluding debt to affiliates | $ 2,507 | 2,528 | |||||||
Term loans | Huntsman Polyurethane Shanghai | |||||||||
Debt | |||||||||
Committed amount | ¥ 669 | $ 105 | |||||||
Senior Credit Facilities | Huntsman International | |||||||||
Debt | |||||||||
Weighted average interest rate at period end (as a percent) | 3.00% | 3.00% | |||||||
Other debt instruments | |||||||||
Debt | |||||||||
Total debt - excluding debt to affiliates | $ 102 | 109 | |||||||
Other debt instruments | Huntsman International | |||||||||
Debt | |||||||||
Total debt - excluding debt to affiliates | 102 | 109 | |||||||
Revolving Facility | Huntsman International | |||||||||
Debt | |||||||||
Committed amount | 625 | ||||||||
Amount Outstanding | 0 | ||||||||
Amount of letter of credit and bank guarantees issued and outstanding | 16 | ||||||||
Revolving Facility | Huntsman International | LIBOR | |||||||||
Debt | |||||||||
Reference rate (as a percent) | 2.50% | ||||||||
Revolving Facility | Huntsman International | Maximum | |||||||||
A/R Programs | |||||||||
Debt instrument covenant consolidated leverage ratio | 3.75 | ||||||||
Revolving Facility | Huntsman Polyurethane Shanghai | |||||||||
Debt | |||||||||
Committed amount | ¥ 423 | $ 66 | |||||||
Extended Term Loan B | Huntsman International | |||||||||
Debt | |||||||||
Principal Outstanding | 312 | ||||||||
Amount Outstanding | 312 | ||||||||
Extended Term Loan B | Huntsman International | LIBOR | |||||||||
Debt | |||||||||
Reference rate (as a percent) | 2.50% | ||||||||
Extended Term Loans B Series 2 | Huntsman International | |||||||||
Debt | |||||||||
Principal Outstanding | 192 | ||||||||
Amount Outstanding | 192 | ||||||||
Extended Term Loans B Series 2 | Huntsman International | LIBOR | |||||||||
Debt | |||||||||
Reference rate (as a percent) | 3.00% | ||||||||
Term Loan C | Huntsman International | |||||||||
Debt | |||||||||
Principal Outstanding | 50 | ||||||||
Amount Outstanding | 49 | ||||||||
Term Loan C | Huntsman International | LIBOR | |||||||||
Debt | |||||||||
Reference rate (as a percent) | 2.25% | ||||||||
Intercompany Note | |||||||||
A/R Programs | |||||||||
Outstanding loan due from Huntsman International | 895 | ||||||||
Due from Huntsman International, current | 100 | ||||||||
Intercompany Note | Minimum | U.S. A/R Program | |||||||||
Debt | |||||||||
Reference rate reduction (as a percent) | 0.10% | ||||||||
Intercompany Note | Maximum | LIBOR | |||||||||
Debt | |||||||||
Reference rate reduction (as a percent) | 0.25% | ||||||||
Intercompany Note | Huntsman International | |||||||||
A/R Programs | |||||||||
Outstanding loan due to Huntsman Corporation | 895 | ||||||||
Due to Huntsman Corporation, current | 100 | ||||||||
Intercompany Note | Huntsman International | Minimum | U.S. A/R Program | |||||||||
Debt | |||||||||
Reference rate reduction (as a percent) | 0.10% | ||||||||
Intercompany Note | Huntsman International | Maximum | LIBOR | |||||||||
Debt | |||||||||
Reference rate reduction (as a percent) | 0.25% | ||||||||
Accounts receivable programs | |||||||||
Debt | |||||||||
Total debt - excluding debt to affiliates | 217 | 229 | |||||||
Accounts receivable programs | Huntsman International | |||||||||
Debt | |||||||||
Total debt - excluding debt to affiliates | 217 | 229 | |||||||
A/R Programs | |||||||||
Accounts receivable pledged as collateral | 463 | 472 | |||||||
U.S. A/R Program Maturing March 2018 | Huntsman International | |||||||||
Debt | |||||||||
Amount Outstanding | 90 | ||||||||
Amount of letter of credit and bank guarantees issued and outstanding | 7 | ||||||||
A/R Programs | |||||||||
Maximum Funding Availability | 250 | ||||||||
U.S. A/R Program Maturing March 2018 | Huntsman International | USD LIBOR or CP | |||||||||
Debt | |||||||||
Reference rate (as a percent) | 0.95% | ||||||||
EU A/R Program Maturing March 2018 | Huntsman International | |||||||||
Debt | |||||||||
Amount Outstanding | € 114 | 127 | |||||||
A/R Programs | |||||||||
Maximum Funding Availability | € 225 | 251 | |||||||
EU A/R Program Maturing March 2018 | Huntsman International | GDP LIBOR, USD LIBOR, or EURIBOR | |||||||||
Debt | |||||||||
Reference rate (as a percent) | 1.10% | ||||||||
Senior notes | |||||||||
Debt | |||||||||
Total debt - excluding debt to affiliates | 1,883 | 1,596 | |||||||
Senior notes | Huntsman International | |||||||||
Debt | |||||||||
Total debt - excluding debt to affiliates | 1,883 | 1,596 | |||||||
Senior notes | Huntsman International | Occurrence of certain change of control events | |||||||||
Debt | |||||||||
Percentage of principal amount at which the entity may redeem some or all of the notes | 101.00% | ||||||||
Senior subordinated notes | |||||||||
Debt | |||||||||
Total debt - excluding debt to affiliates | 531 | ||||||||
Senior subordinated notes | Huntsman International | |||||||||
Debt | |||||||||
Total debt - excluding debt to affiliates | $ 531 | ||||||||
2020 Senior Notes | Huntsman International | |||||||||
Debt | |||||||||
Total debt | 650 | ||||||||
Amount Outstanding | $ 647 | ||||||||
Interest rate (as a percent) | 4.875% | 4.875% | |||||||
2021 Senior Notes | Huntsman International | |||||||||
Debt | |||||||||
Total debt | € | € 445 | ||||||||
Amount Outstanding | € 449 | $ 501 | |||||||
Interest rate (as a percent) | 5.125% | 5.125% | |||||||
2022 Senior Notes | Huntsman International | |||||||||
Debt | |||||||||
Total debt | $ 400 | ||||||||
Interest rate (as a percent) | 5.125% | 5.125% | |||||||
2025 Senior Notes | Huntsman International | |||||||||
Debt | |||||||||
Amount Outstanding | € 300 | $ 335 | |||||||
Interest rate (as a percent) | 4.25% | 4.25% | 4.25% | 4.25% | |||||
Principal amount of debt | € 300 | $ 326 | |||||||
2025 Senior Notes | Huntsman International | Prior to January 1, 2025 | |||||||||
Debt | |||||||||
Percentage of principal amount at which the entity may redeem some or all of the notes | 100.00% | ||||||||
2015 Extended Term Loan B | Huntsman International | |||||||||
Debt | |||||||||
Principal Outstanding | $ 773 | ||||||||
Amount Outstanding | 773 | ||||||||
Principal amount of debt | $ 773 | ||||||||
2015 Extended Term Loan B | Huntsman International | LIBOR | |||||||||
Debt | |||||||||
Reference rate (as a percent) | 3.00% | 3.00% | |||||||
2014 Term Loan | Huntsman International | |||||||||
Debt | |||||||||
Principal Outstanding | 1,191 | ||||||||
Amount Outstanding | $ 1,181 | ||||||||
2014 Term Loan | Huntsman International | LIBOR | |||||||||
Debt | |||||||||
Reference rate (as a percent) | 3.00% | ||||||||
2014 Term Loan | Huntsman International | LIBOR Floor | |||||||||
Debt | |||||||||
Reference rate (as a percent) | 0.75% | ||||||||
[1] | At September 30, 2015 and December 31, 2014, respectively, $42 and $46 of cash and cash equivalents, $4 and $10 of restricted cash, $35 and $41 of accounts and notes receivable (net), $45 and $68 of inventories, $6 each of other current assets, $313 and $339 of property, plant and equipment (net), $36 and $40 of intangible assets (net), $28 and $27 of other noncurrent assets, $72 and $92 of accounts payable, $29 and $37 of accrued liabilities, $19 and $172 of current portion of debt, $139 and $36 of longterm debt, and $99 and $97 of other noncurrent liabilities from consolidated variable interest entities are included in the respective Balance Sheet captions above. See “Note 5. Variable Interest Entities.” |
DEBT (Details 2)
DEBT (Details 2) - USD ($) $ in Millions | Apr. 17, 2015 | Sep. 30, 2015 | Apr. 30, 2015 | Jan. 31, 2015 | Sep. 30, 2015 | Sep. 30, 2015 |
Redemption of Notes and Loss on Early Extinguishment of Debt | ||||||
Loss on early extinguishment of debt | $ 8 | $ 31 | ||||
Huntsman International | ||||||
Redemption of Notes and Loss on Early Extinguishment of Debt | ||||||
Loss on early extinguishment of debt | $ 8 | $ 31 | ||||
Senior Subordinated Notes, March 2021 | Huntsman International | ||||||
Redemption of Notes and Loss on Early Extinguishment of Debt | ||||||
Principal Amount of Notes Redeemed | $ 289 | $ 195 | $ 289 | $ 37 | ||
Carrying amount of debt to be redeemed | $ 294 | |||||
Interest rate (as a percent) | 8.625% | |||||
Amount Paid (Excluding Accrued Interest) | 204 | 311 | 40 | |||
Loss on early extinguishment of debt | $ 7 | $ 20 | $ 3 |
DERIVATIVE INSTRUMENTS AND HE53
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Details) € in Millions, $ in Millions | Mar. 17, 2010EUR (€)item | Nov. 30, 2014EUR (€)item | Sep. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Dec. 31, 2009 | Sep. 30, 2015EUR (€) | Sep. 30, 2015USD ($) | Nov. 30, 2014USD ($) | Mar. 17, 2010USD ($) |
Derivative Instruments and Hedging Activities | ||||||||||
Notional Amounts | € 626 | $ 699 | ||||||||
Amount received from counterparties | $ 66 | |||||||||
Amount of gain recognized on the hedge of net investments | $ 4 | 61 | ||||||||
Net euro assets | € 1,291 | 1,440 | ||||||||
Huntsman International | ||||||||||
Derivative Instruments and Hedging Activities | ||||||||||
Amount received from counterparties | $ 66 | |||||||||
Forward foreign currency contracts | ||||||||||
Derivative Instruments and Hedging Activities | ||||||||||
Notional Amounts | 208 | |||||||||
Maximum maturity period of spot or forward exchange rate contracts | 1 year | |||||||||
Twelve-year interest rate contract entered in year 2009 | Non Designated Hedge Instrument | Arabian Amines Company | ||||||||||
Derivative Instruments and Hedging Activities | ||||||||||
Notional Amounts | 24 | |||||||||
Hedging period of interest rate contract | 12 years | |||||||||
Fair value of the hedge | $ 3 | |||||||||
Additional (reduction of) interest expense due to changes in the fair value of the hedges | ||||||||||
Twelve-year interest rate contract entered in year 2009 | Non Designated Hedge Instrument | Arabian Amines Company | LIBOR | ||||||||||
Derivative Instruments and Hedging Activities | ||||||||||
Fixed percentage to be paid under the hedge | 5.02% | 5.02% | ||||||||
Cross currency interest rate contracts | Designated as Hedging Instrument | ||||||||||
Derivative Instruments and Hedging Activities | ||||||||||
Notional Amounts | € 255 | € 161 | $ 200 | $ 350 | ||||||
Amount received from counterparties | $ 66 | |||||||||
U.S. dollar interest payments to be received twice each year | $ 5 | |||||||||
Equivalent annual rate of interest receivable (as a percent) | 5.125% | 5.125% | ||||||||
U.S. dollar interest payments to be made twice each year | € | € 3 | |||||||||
Equivalent annual rate of interest payable (as a percent) | 3.60% | 3.60% | ||||||||
Fair value of the swap | $ 28 | |||||||||
Five years cross currency interest rate contract | ||||||||||
Derivative Instruments and Hedging Activities | ||||||||||
Number of cross currency interest rate contracts | item | 2 | |||||||||
Term of cross currency interest rate contract | 5 years | |||||||||
Five years cross currency interest rate contract | Designated as Hedging Instrument | ||||||||||
Derivative Instruments and Hedging Activities | ||||||||||
Number of cross currency interest rate contracts | item | 3 | 2 | ||||||||
Term of cross currency interest rate contract | 5 years | 5 years | ||||||||
Eight years cross currency interest rate contract | ||||||||||
Derivative Instruments and Hedging Activities | ||||||||||
Number of cross currency interest rate contracts | item | 1 | |||||||||
Term of cross currency interest rate contract | 8 years | |||||||||
Eight years cross currency interest rate contract | Designated as Hedging Instrument | ||||||||||
Derivative Instruments and Hedging Activities | ||||||||||
Number of cross currency interest rate contracts | item | 1 | |||||||||
Term of cross currency interest rate contract | 8 years | |||||||||
Forward interest rate contract beginning in December, 2014 | Designated as Hedging Instrument | Huntsman International | ||||||||||
Derivative Instruments and Hedging Activities | ||||||||||
Notional Amounts | $ 50 | |||||||||
Fixed percentage to be paid under the hedge | 2.50% | 2.50% | ||||||||
Fair value of the hedge | $ 1 | |||||||||
Forward interest rate contract beginning in January, 2015 | Designated as Hedging Instrument | Huntsman International | ||||||||||
Derivative Instruments and Hedging Activities | ||||||||||
Notional Amounts | $ 50 | |||||||||
Fixed percentage to be paid under the hedge | 2.50% | 2.50% | ||||||||
Fair value of the hedge | $ 2 |
FAIR VALUE (Details)
FAIR VALUE (Details) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Carrying Amount | ||
Fair values of financial instruments | ||
Non-qualified employee benefit plan investments | $ 24 | $ 22 |
Investment in equity securities | 17 | |
Long-term debt (including current portion) | (4,867) | (5,200) |
Carrying Amount | Cross currency interest rate contracts | ||
Fair values of financial instruments | ||
Derivative contracts - assets | 28 | 48 |
Carrying Amount | Interest rate contracts | ||
Fair values of financial instruments | ||
Derivative contracts - liabilities | (6) | (7) |
Estimated Fair Value | ||
Fair values of financial instruments | ||
Non-qualified employee benefit plan investments | 24 | 22 |
Investment in equity securities | 17 | |
Long-term debt (including current portion) | (4,581) | (5,210) |
Estimated Fair Value | Cross currency interest rate contracts | ||
Fair values of financial instruments | ||
Derivative contracts - assets | 28 | 48 |
Estimated Fair Value | Interest rate contracts | ||
Fair values of financial instruments | ||
Derivative contracts - liabilities | $ (6) | $ (7) |
FAIR VALUE (Details 2)
FAIR VALUE (Details 2) $ in Millions | 1 Months Ended | ||
Nov. 30, 2014item | Sep. 30, 2015USD ($) | Dec. 31, 2014USD ($) | |
Five years cross currency interest rate contract | |||
Assets: | |||
Number of cross currency interest rate contracts | item | 2 | ||
Term of cross currency interest rate contract | 5 years | ||
Eight years cross currency interest rate contract | |||
Assets: | |||
Number of cross currency interest rate contracts | item | 1 | ||
Term of cross currency interest rate contract | 8 years | ||
Recurring basis | |||
Assets: | |||
Total assets | $ 69 | $ 70 | |
Liabilities: | |||
Transfers from Levels 1 to 2 within the fair value hierarchy, assets | 0 | 0 | |
Transfers from Levels 1 and 2 within the fair value hierarchy, liabilities | 0 | 0 | |
Transfers from Levels 2 to 1 within the fair value hierarchy, assets | 0 | 0 | |
Transfers from Levels 2 and 1 within the fair value hierarchy, liabilities | 0 | 0 | |
Recurring basis | Cross currency interest rate contracts | |||
Assets: | |||
Derivatives | 28 | 48 | |
Recurring basis | Interest rate contracts | |||
Liabilities: | |||
Total liabilities | (6) | (7) | |
Recurring basis | Equity mutual funds | |||
Assets: | |||
Available-for-sale equity securities | 24 | 22 | |
Recurring basis | Equity securities | |||
Assets: | |||
Available-for-sale equity securities | 17 | ||
Recurring basis | Quoted prices in active markets for identical assets (Level 1) | |||
Assets: | |||
Total assets | 41 | 22 | |
Recurring basis | Quoted prices in active markets for identical assets (Level 1) | Equity mutual funds | |||
Assets: | |||
Available-for-sale equity securities | 24 | 22 | |
Recurring basis | Quoted prices in active markets for identical assets (Level 1) | Equity securities | |||
Assets: | |||
Available-for-sale equity securities | 17 | ||
Recurring basis | Significant other observable inputs (Level 2) | |||
Assets: | |||
Total assets | 43 | ||
Recurring basis | Significant other observable inputs (Level 2) | Cross currency interest rate contracts | |||
Assets: | |||
Derivatives | 43 | ||
Recurring basis | Significant other observable inputs (Level 2) | Interest rate contracts | |||
Liabilities: | |||
Total liabilities | (6) | (7) | |
Recurring basis | Significant unobservable inputs (Level 3) | |||
Assets: | |||
Total assets | 28 | 5 | |
Recurring basis | Significant unobservable inputs (Level 3) | Cross currency interest rate contracts | |||
Assets: | |||
Derivatives | $ 28 | $ 5 |
FAIR VALUE (Details 3)
FAIR VALUE (Details 3) $ in Millions | 9 Months Ended | |
Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($)instrument | |
Fair Value Measurements Using Significant Unobservable Inputs (Level 3) | ||
Number of instruments categorized as Level 3 | instrument | 0 | |
Other Comprehensive Income (Loss) | ||
Fair Value Measurements Using Significant Unobservable Inputs (Level 3) | ||
Change in unrealized gains relating to assets held | $ 23 | |
Cross currency interest rate contracts | ||
Fair Value Measurements Using Significant Unobservable Inputs (Level 3) | ||
Balance at beginning of period | 5 | |
Included in other comprehensive income (loss) | 23 | |
Balance at end of period | $ 28 | |
Non-recurring basis | ||
Fair Value Measurements Using Significant Unobservable Inputs (Level 3) | ||
Impairment of long-lived assets | $ 26 |
EMPLOYEE BENEFIT PLANS (Details
EMPLOYEE BENEFIT PLANS (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
EMPLOYEE BENEFIT PLANS | ||||
Contributions to pension and other postretirement benefit plans | $ 83 | $ 113 | ||
Expected contributions to pension and other postretirement benefit plans during remainder of 2015 | $ 17 | |||
Workforce reductions | ||||
EMPLOYEE BENEFIT PLANS | ||||
Noncash pension-related charges | 11 | |||
Defined Benefit Plans | ||||
Components of net periodic benefit cost | ||||
Service cost | $ 18 | $ 14 | $ 54 | 44 |
Interest cost | 31 | 36 | 92 | 110 |
Expected return on assets | (50) | (48) | (150) | (146) |
Amortization of prior service benefit | (2) | (1) | (4) | (4) |
Amortization of actuarial loss | 20 | 13 | 57 | 39 |
Special termination benefits | 3 | 3 | ||
Settlement loss | 10 | 11 | ||
Net periodic benefit cost | 17 | 24 | 52 | 57 |
Defined Benefit Plans | Huntsman International | ||||
Components of net periodic benefit cost | ||||
Service cost | 18 | 14 | 54 | 44 |
Interest cost | 31 | 36 | 92 | 110 |
Expected return on assets | (50) | (48) | (150) | (146) |
Amortization of prior service benefit | (2) | (1) | (4) | (4) |
Amortization of actuarial loss | 22 | 15 | 63 | 45 |
Special termination benefits | 3 | 3 | ||
Settlement loss | 10 | 11 | ||
Net periodic benefit cost | 19 | 26 | 58 | 63 |
Other Postretirement Benefit Plans | ||||
Components of net periodic benefit cost | ||||
Service cost | 1 | 1 | 3 | 2 |
Interest cost | 1 | 1 | 4 | 4 |
Amortization of prior service benefit | (1) | (1) | (3) | (3) |
Amortization of actuarial loss | 2 | 1 | ||
Net periodic benefit cost | 1 | 1 | 6 | 4 |
Other Postretirement Benefit Plans | Huntsman International | ||||
Components of net periodic benefit cost | ||||
Service cost | 1 | 1 | 3 | 2 |
Interest cost | 1 | 1 | 4 | 4 |
Amortization of prior service benefit | (1) | (1) | (3) | (3) |
Amortization of actuarial loss | 2 | 1 | ||
Net periodic benefit cost | $ 1 | $ 1 | $ 6 | $ 4 |
HUNTSMAN CORPORATION STOCKHOL58
HUNTSMAN CORPORATION STOCKHOLDERS' EQUITY (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 29, 2015 | |
COMMON STOCK DIVIDENDS | |||||||||
Cash dividends paid | $ 31 | $ 31 | $ 31 | $ 31 | $ 30 | $ 30 | $ 92 | $ 91 | |
Cash dividends paid (in dollars per share) | $ 0.125 | $ 0.125 | $ 0.125 | $ 0.125 | $ 0.125 | $ 0.125 | $ 0.375 | $ 0.375 | |
Maximum | |||||||||
SHARE REPURCHASE PROGRAM | |||||||||
Authorized shares value to be repurchased | $ 150 |
OTHER COMPREHENSIVE (LOSS) IN59
OTHER COMPREHENSIVE (LOSS) INCOME (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Components of other comprehensive income (loss) | ||||||
Balance | $ 1,951 | $ 2,129 | $ 2,129 | |||
Other comprehensive (loss) income, net of tax | $ (88) | $ (91) | (199) | (73) | ||
Balance | 1,791 | 2,396 | 1,791 | 2,396 | 1,951 | $ 2,129 |
Total | ||||||
Components of other comprehensive income (loss) | ||||||
Balance | (1,076) | (585) | (585) | |||
Other comprehensive (loss) income before reclassifications | (240) | (106) | ||||
Amounts reclassified from accumulated other comprehensive loss | 41 | 33 | ||||
Other comprehensive (loss) income, net of tax | (199) | (73) | ||||
Balance | (1,275) | (658) | (1,275) | (658) | (1,076) | (585) |
Foreign currency translation adjustment | ||||||
Components of other comprehensive income (loss) | ||||||
Balance | 25 | 246 | 246 | |||
Other comprehensive (loss) income before reclassifications | (238) | (108) | ||||
Other comprehensive (loss) income, net of tax | (238) | (108) | ||||
Balance | (213) | 138 | (213) | 138 | 25 | 246 |
Other comprehensive income (loss), tax | 66 | 32 | 47 | 13 | ||
Pension and other postretirement benefits adjustments | ||||||
Components of other comprehensive income (loss) | ||||||
Balance | (1,122) | (851) | (851) | |||
Other comprehensive (loss) income before reclassifications | (5) | |||||
Amounts reclassified from accumulated other comprehensive loss | 41 | 33 | ||||
Other comprehensive (loss) income, net of tax | 36 | 33 | ||||
Balance | (1,086) | (818) | (1,086) | (818) | (1,122) | (851) |
Other comprehensive income (loss), tax | 171 | 72 | 182 | 83 | ||
Other comprehensive income of unconsolidated affiliates | ||||||
Components of other comprehensive income (loss) | ||||||
Balance | 10 | 12 | 12 | |||
Other comprehensive (loss) income before reclassifications | (1) | |||||
Other comprehensive (loss) income, net of tax | (1) | |||||
Balance | 9 | 12 | 9 | 12 | 10 | 12 |
Other, net | ||||||
Components of other comprehensive income (loss) | ||||||
Balance | 11 | 8 | 8 | |||
Other comprehensive (loss) income before reclassifications | 4 | 2 | ||||
Other comprehensive (loss) income, net of tax | 4 | 2 | ||||
Balance | 15 | 10 | 15 | 10 | 11 | 8 |
Amounts attributable to noncontrolling interests | ||||||
Components of other comprehensive income (loss) | ||||||
Balance | 23 | 8 | 8 | |||
Other comprehensive (loss) income before reclassifications | 7 | 7 | ||||
Other comprehensive (loss) income, net of tax | 7 | 7 | ||||
Balance | 30 | 15 | 30 | 15 | 23 | 8 |
Accumulated other comprehensive (loss) income | ||||||
Components of other comprehensive income (loss) | ||||||
Balance | (1,053) | (577) | (577) | |||
Other comprehensive (loss) income before reclassifications | (233) | (99) | ||||
Amounts reclassified from accumulated other comprehensive loss | 41 | 33 | ||||
Other comprehensive (loss) income, net of tax | (192) | (66) | ||||
Balance | $ (1,245) | $ (643) | $ (1,245) | $ (643) | $ (1,053) | $ (577) |
OTHER COMPREHENSIVE (LOSS) IN60
OTHER COMPREHENSIVE (LOSS) INCOME (Details 2) - Amount reclassified - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Pension and other postretirement benefits adjustments | ||||
Reclassification from accumulated other comprehensive loss | ||||
Total before tax | $ 17 | $ 21 | $ 52 | $ 44 |
Income tax expense | (3) | (5) | (11) | (11) |
Net of tax | 14 | 16 | 41 | 33 |
Prior Service Credit | ||||
Reclassification from accumulated other comprehensive loss | ||||
Total before tax | (3) | (2) | (7) | (7) |
Actuarial loss | ||||
Reclassification from accumulated other comprehensive loss | ||||
Total before tax | 20 | 13 | 59 | 40 |
Actuarial loss | Discontinued Operations | ||||
Reclassification from accumulated other comprehensive loss | ||||
Total before tax | $ 2 | 1 | $ 4 | 3 |
Settlement loss | ||||
Reclassification from accumulated other comprehensive loss | ||||
Total before tax | $ 10 | $ 11 |
OTHER COMPREHENSIVE (LOSS) IN61
OTHER COMPREHENSIVE (LOSS) INCOME (Details 3) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Components of other comprehensive income (loss) | ||||||
Other comprehensive (loss) income, net of tax | $ (88) | $ (91) | $ (199) | $ (73) | ||
Huntsman International | ||||||
Components of other comprehensive income (loss) | ||||||
Balance | 1,296 | 1,475 | $ 1,475 | |||
Other comprehensive (loss) income, net of tax | (86) | (89) | (194) | (68) | ||
Balance | 1,143 | 1,732 | 1,143 | 1,732 | 1,296 | $ 1,475 |
Total | ||||||
Components of other comprehensive income (loss) | ||||||
Other comprehensive (loss) income before reclassifications | (240) | (106) | ||||
Amounts reclassified from accumulated other comprehensive loss | 41 | 33 | ||||
Other comprehensive (loss) income, net of tax | (199) | (73) | ||||
Total | Huntsman International | ||||||
Components of other comprehensive income (loss) | ||||||
Balance | (1,110) | (626) | (626) | |||
Other comprehensive (loss) income before reclassifications | (240) | (106) | ||||
Amounts reclassified from accumulated other comprehensive loss | 46 | 38 | ||||
Other comprehensive (loss) income, net of tax | (194) | (68) | ||||
Balance | (1,304) | (694) | (1,304) | (694) | (1,110) | (626) |
Foreign currency translation adjustment | ||||||
Components of other comprehensive income (loss) | ||||||
Other comprehensive (loss) income before reclassifications | (238) | (108) | ||||
Other comprehensive (loss) income, net of tax | (238) | (108) | ||||
Other comprehensive income (loss), tax | 66 | 32 | 47 | 13 | ||
Foreign currency translation adjustment | Huntsman International | ||||||
Components of other comprehensive income (loss) | ||||||
Balance | 22 | 243 | 243 | |||
Other comprehensive (loss) income before reclassifications | (238) | (108) | ||||
Other comprehensive (loss) income, net of tax | (238) | (108) | ||||
Balance | (216) | 135 | (216) | 135 | 22 | $ 243 |
Other comprehensive income (loss), tax | 53 | 19 | 34 | |||
Pension and other postretirement benefits adjustments | ||||||
Components of other comprehensive income (loss) | ||||||
Other comprehensive (loss) income before reclassifications | (5) | |||||
Amounts reclassified from accumulated other comprehensive loss | 41 | 33 | ||||
Other comprehensive (loss) income, net of tax | 36 | 33 | ||||
Other comprehensive income (loss), tax | 171 | 72 | 182 | $ 83 | ||
Pension and other postretirement benefits adjustments | Huntsman International | ||||||
Components of other comprehensive income (loss) | ||||||
Balance | (1,147) | (883) | (883) | |||
Other comprehensive (loss) income before reclassifications | (5) | |||||
Amounts reclassified from accumulated other comprehensive loss | 46 | 38 | ||||
Other comprehensive (loss) income, net of tax | 41 | 38 | ||||
Balance | (1,106) | (845) | (1,106) | (845) | (1,147) | (883) |
Other comprehensive income (loss), tax | 200 | 101 | 211 | 113 | ||
Other comprehensive income of unconsolidated affiliates | ||||||
Components of other comprehensive income (loss) | ||||||
Other comprehensive (loss) income before reclassifications | (1) | |||||
Other comprehensive (loss) income, net of tax | (1) | |||||
Other comprehensive income of unconsolidated affiliates | Huntsman International | ||||||
Components of other comprehensive income (loss) | ||||||
Balance | 10 | 12 | 12 | |||
Other comprehensive (loss) income before reclassifications | (1) | |||||
Other comprehensive (loss) income, net of tax | (1) | |||||
Balance | 9 | 12 | 9 | 12 | 10 | 12 |
Other, net | ||||||
Components of other comprehensive income (loss) | ||||||
Other comprehensive (loss) income before reclassifications | 4 | 2 | ||||
Other comprehensive (loss) income, net of tax | 4 | 2 | ||||
Other, net | Huntsman International | ||||||
Components of other comprehensive income (loss) | ||||||
Balance | 5 | 2 | 2 | |||
Other comprehensive (loss) income before reclassifications | 4 | 2 | ||||
Other comprehensive (loss) income, net of tax | 4 | 2 | ||||
Balance | 9 | 4 | 9 | 4 | 5 | 2 |
Amounts attributable to noncontrolling interests | ||||||
Components of other comprehensive income (loss) | ||||||
Other comprehensive (loss) income before reclassifications | 7 | 7 | ||||
Other comprehensive (loss) income, net of tax | 7 | 7 | ||||
Amounts attributable to noncontrolling interests | Huntsman International | ||||||
Components of other comprehensive income (loss) | ||||||
Balance | 23 | 8 | 8 | |||
Other comprehensive (loss) income before reclassifications | 7 | 7 | ||||
Other comprehensive (loss) income, net of tax | 7 | 7 | ||||
Balance | 30 | 15 | 30 | 15 | 23 | 8 |
Accumulated other comprehensive (loss) income | ||||||
Components of other comprehensive income (loss) | ||||||
Other comprehensive (loss) income before reclassifications | (233) | (99) | ||||
Amounts reclassified from accumulated other comprehensive loss | 41 | 33 | ||||
Other comprehensive (loss) income, net of tax | (192) | (66) | ||||
Accumulated other comprehensive (loss) income | Huntsman International | ||||||
Components of other comprehensive income (loss) | ||||||
Balance | (1,087) | (618) | (618) | |||
Other comprehensive (loss) income before reclassifications | (233) | (99) | ||||
Amounts reclassified from accumulated other comprehensive loss | 46 | 38 | ||||
Other comprehensive (loss) income, net of tax | (187) | (61) | ||||
Balance | $ (1,274) | $ (679) | $ (1,274) | $ (679) | $ (1,087) | $ (618) |
OTHER COMPREHENSIVE (LOSS) IN62
OTHER COMPREHENSIVE (LOSS) INCOME (Details 4) - Amount reclassified - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Pension and other postretirement benefits adjustments | ||||
Reclassification from accumulated other comprehensive loss | ||||
Total before tax | $ 17 | $ 21 | $ 52 | $ 44 |
Income tax expense | (3) | (5) | (11) | (11) |
Net of tax | 14 | 16 | 41 | 33 |
Pension and other postretirement benefits adjustments | Huntsman International | ||||
Reclassification from accumulated other comprehensive loss | ||||
Total before tax | 19 | 23 | 58 | 50 |
Income tax expense | (4) | (5) | (12) | (12) |
Net of tax | 15 | 18 | 46 | 38 |
Prior Service Credit | ||||
Reclassification from accumulated other comprehensive loss | ||||
Total before tax | (3) | (2) | (7) | (7) |
Prior Service Credit | Huntsman International | ||||
Reclassification from accumulated other comprehensive loss | ||||
Total before tax | (3) | (2) | (7) | (7) |
Actuarial loss | ||||
Reclassification from accumulated other comprehensive loss | ||||
Total before tax | 20 | 13 | 59 | 40 |
Actuarial loss | Discontinued Operations | ||||
Reclassification from accumulated other comprehensive loss | ||||
Total before tax | 2 | 1 | 4 | 3 |
Actuarial loss | Huntsman International | ||||
Reclassification from accumulated other comprehensive loss | ||||
Total before tax | 22 | 15 | 65 | 46 |
Actuarial loss | Huntsman International | Discontinued Operations | ||||
Reclassification from accumulated other comprehensive loss | ||||
Total before tax | $ 2 | 1 | $ 4 | 3 |
Settlement loss | ||||
Reclassification from accumulated other comprehensive loss | ||||
Total before tax | 10 | 11 | ||
Settlement loss | Huntsman International | ||||
Reclassification from accumulated other comprehensive loss | ||||
Total before tax | $ 10 | $ 11 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) € in Millions, shares in Millions, $ in Millions | Oct. 14, 2014state | Sep. 30, 2015EUR (€) | Sep. 30, 2015USD ($) | Sep. 30, 2015USD ($) | Jul. 03, 2012shares |
Antitrust matters - Indirect action cases | |||||
LEGAL MATTERS | |||||
Accrued liability relating to the cases | $ | $ 0 | ||||
Product Delivery Claim | |||||
LEGAL MATTERS | |||||
Accrued liability relating to the cases | $ | 0 | ||||
Maximum amount of claims of customer | € 153 | $ 171 | |||
Aggregate amount of current claims | 113 | 126 | |||
Minimum threshold amount for insured liability | $ | $ 10 | ||||
Minimum range of possible loss | € | 0 | ||||
Maximum range of possible loss | € 113 | $ 126 | |||
State Antitrust Claims | |||||
LEGAL MATTERS | |||||
Number of states in which Plaintiffs have raised claims | 15 | ||||
Consumer Protection Claims | |||||
LEGAL MATTERS | |||||
Number of states in which Plaintiffs have raised claims | 9 | ||||
Unjust Enrichment Claims | |||||
LEGAL MATTERS | |||||
Number of states in which Plaintiffs have raised claims | 16 | ||||
Indemnification Matters | |||||
LEGAL MATTERS | |||||
Number of shares of common stock affected by the loss due to Banks' misrepresentations (in shares) | shares | 19 |
ENVIRONMENTAL, HEALTH AND SAF64
ENVIRONMENTAL, HEALTH AND SAFETY MATTERS (Details) $ in Millions | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jun. 30, 2007 | Sep. 30, 2015USD ($)itemt | Sep. 30, 2014USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | Dec. 31, 2012USD ($) | |
Capital expenditures for EHS matters | $ 92 | $ 70 | ||||
Number of former facilities or third party sites with claims against the entity for cleanup liabilities | item | 10 | |||||
Number of former facilities or third party sites with claims against the entity for cleanup liabilities operated by predecessor companies | item | 1 | |||||
Liability related to estimated environmental remediation costs | $ 16 | |||||
Accrued liabilities related to environmental dispute at Star Lake Canal site | 18 | |||||
Amount receivable as indemnity protection for environmental dispute on Star Lake Canal site | 18 | |||||
Accrued environmental liabilities | 54 | $ 60 | ||||
Accrued environmental liabilities, classified as accrued liabilities | 4 | 7 | ||||
Accrued environmental liabilities, classified as other noncurrent liabilities | $ 50 | 53 | ||||
Maximum period for payment of remediation liabilities | 30 years | |||||
Period over which Registration, Evaluation and Authorization of Chemicals (REACH) program is phased | 11 years | |||||
Minimum quantity of chemical substances and isolated intermediates, companies can manufacture in or import into the EEA per year which will require registration | t | 1 | |||||
REACH compliance expenditures | 5 | $ 4 | $ 8 | |||
Future cut GHG emissions percentage | 40.00% | |||||
Proposed increase of future renewable energy percentage at European Union level | 27.00% | |||||
Future renewable energy target percentage at European Union level for 2030 | 30.00% | |||||
Rockwood Holdings, Inc | ||||||
Accrued environmental liabilities | $ 16 | 17 | ||||
Accrued environmental liabilities, classified as accrued liabilities | 3 | 3 | ||||
Accrued environmental liabilities, classified as other noncurrent liabilities | $ 13 | $ 14 | ||||
Maximum period for payment of remediation liabilities | 30 years |
STOCK-BASED COMPENSATION PLAN65
STOCK-BASED COMPENSATION PLANS (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
STOCK-BASED COMPENSATION PLANS | ||||
Authorized number of shares to be granted under the Stock Incentive Plan | 37,200,000 | 37,200,000 | ||
Remaining shares available for grant | 7,000,000 | 7,000,000 | ||
Compensation cost from continuing operations | $ 4 | $ 6 | $ 21 | $ 22 |
Total income tax benefit recognized in the statements of operations for stock-based compensation arrangements | $ 5 | $ 4 | ||
Stock options | ||||
Weighted average of the assumptions utilized for stock options granted | ||||
Dividend yield (as a percent) | 3.30% | 2.30% | 2.40% | |
Expected volatility (as a percent) | 56.70% | 57.90% | 60.30% | |
Risk-free interest rate (as a percent) | 1.70% | 1.40% | 1.70% | |
Expected life of stock options granted during the period | 5 years 10 months 24 days | 5 years 10 months 24 days | 5 years 8 months 12 days | |
Option Awards, Shares | ||||
Outstanding at the beginning of the period (in shares) | 8,781,000 | |||
Granted (in shares) | 0 | 999,000 | ||
Exercised (in shares) | (49,000) | |||
Forfeited (in shares) | (43,000) | |||
Outstanding at the end of the period (in shares) | 9,688,000 | 9,688,000 | ||
Exercisable at the end of the period (in shares) | 7,599,000 | 7,599,000 | ||
Option Awards, Weighted Average Exercise Price | ||||
Outstanding at the beginning of the period (in dollars per share) | $ 14.84 | |||
Granted (in dollars per share) | 22.32 | |||
Exercised (in dollars per share) | 16.43 | |||
Forfeited (in dollars per share) | 21.20 | |||
Outstanding at the end of the period (in dollars per share) | $ 15.58 | 15.58 | ||
Exercisable at the end of the period (in dollars per share) | $ 14.06 | $ 14.06 | ||
Outstanding, Weighted Average Remaining Contractual Term | 5 years | |||
Exercisable, Weighted Average Remaining Contractual Term | 3 years 10 months 24 days | |||
Outstanding, Aggregate Intrinsic Value | $ 13 | $ 13 | ||
Exercisable, Aggregate Intrinsic Value | 13 | $ 13 | ||
Weighted-average grant-date fair value of stock options granted (in dollars per share) | $ 9.89 | |||
Total unrecognized compensation cost related to nonvested share-based compensation arrangements granted under the Stock Incentive Plan | 14 | $ 14 | ||
Weighted-average period over which cost is expected to be recognized | 1 year 9 months 18 days | |||
Total intrinsic value of stock options exercised | $ 12 | |||
Stock options | Maximum | ||||
STOCK-BASED COMPENSATION PLANS | ||||
Contractual term | 10 years | |||
Stock-based awards | ||||
STOCK-BASED COMPENSATION PLANS | ||||
Vesting period | 3 years | |||
Performance Awards | ||||
STOCK-BASED COMPENSATION PLANS | ||||
Vesting period | 2 years | |||
Weighted average of the assumptions utilized for stock options granted | ||||
Risk-free interest rate (as a percent) | 0.70% | |||
Huntsman International | ||||
STOCK-BASED COMPENSATION PLANS | ||||
Compensation cost from continuing operations | $ 4 | $ 6 | $ 20 | 21 |
Total income tax benefit recognized in the statements of operations for stock-based compensation arrangements | $ 5 | $ 4 |
STOCK-BASED COMPENSATION PLAN66
STOCK-BASED COMPENSATION PLANS (Details 2) $ / shares in Units, $ in Millions | 9 Months Ended | |
Sep. 30, 2015USD ($)$ / sharesshares | Sep. 30, 2014USD ($) | |
Nonvested shares | ||
Weighted Average Grant-Date Fair Value | ||
Total unrecognized compensation cost related to nonvested share-based compensation arrangements granted under the Stock Incentive Plan | $ | $ 26 | |
Weighted-average period over which cost is expected to be recognized | 1 year 9 months 18 days | |
Value of share awards vested | $ | $ 20 | $ 19 |
Performance Awards | ||
Nonvested shares | ||
Weighted-average volatility rate | 30.00% | |
Risk-free interest rate (as a percent) | 0.70% | |
Performance Awards | Minimum | ||
Weighted Average Grant-Date Fair Value | ||
Performance period | 2 years | |
Performance Awards | Maximum | ||
Weighted Average Grant-Date Fair Value | ||
Performance period | 3 years | |
Equity Awards | ||
Nonvested shares | ||
Nonvested at the beginning of the period (in shares) | 1,821,000 | |
Granted (in shares) | 855,000 | |
Vested (in shares) | (779,000) | |
Forfeited (in shares) | (39,000) | |
Nonvested at the end of the period (in shares) | 1,858,000 | |
Weighted Average Grant-Date Fair Value | ||
Nonvested at the beginning of the period (in dollars per share) | $ / shares | $ 17.37 | |
Granted (in dollars per share) | $ / shares | 23.25 | |
Vested (in dollars per share) | $ / shares | 17.30 | |
Forfeited (in dollars per share) | $ / shares | 22.07 | |
Nonvested at the end of the period (in dollars per share) | $ / shares | $ 19.99 | |
Liability Awards | ||
Nonvested shares | ||
Nonvested at the beginning of the period (in shares) | 492,000 | |
Granted (in shares) | 256,000 | |
Vested (in shares) | (259,000) | |
Forfeited (in shares) | (10,000) | |
Nonvested at the end of the period (in shares) | 479,000 | |
Weighted Average Grant-Date Fair Value | ||
Nonvested at the beginning of the period (in dollars per share) | $ / shares | $ 18.50 | |
Granted (in dollars per share) | $ / shares | 22.77 | |
Vested (in dollars per share) | $ / shares | 17.09 | |
Forfeited (in dollars per share) | $ / shares | 21.27 | |
Nonvested at the end of the period (in dollars per share) | $ / shares | $ 21.48 | |
Restricted stock units | ||
Nonvested shares | ||
Vested (in shares) | (29,645) | |
Weighted Average Grant-Date Fair Value | ||
The number of restricted stock units vested at the balance sheet date (in shares) | 393,952 | |
Vested restricted stock units for which common stock shares were issued during the period | 29,921 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
INCOME TAXES | ||||
Income tax expense | $ 49 | $ (40) | $ 85 | $ 39 |
Effective tax rate (as a percent) | 35.00% | |||
Net (decrease) increase in unrecognized tax benefits with a corresponding income tax expense | (5) | 4 | ||
Huntsman International | ||||
INCOME TAXES | ||||
Income tax expense | $ 48 | $ (51) | $ 85 | $ 29 |
Effective tax rate (as a percent) | 35.00% |
NET INCOME PER SHARE (Details)
NET INCOME PER SHARE (Details) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Basic and diluted income from continuing operations: | ||||
Income from continuing operations attributable to Huntsman Corporation | $ 55 | $ 188 | $ 93 | $ 368 |
Basic and diluted net income: | ||||
Net income attributable to Huntsman Corporation | $ 55 | $ 188 | $ 89 | $ 361 |
Shares (denominator): | ||||
Weighted average shares outstanding | 244.2 | 242.6 | 244.1 | 241.8 |
Dilutive securities: | ||||
Stock-based awards (in shares) | 2.4 | 4.1 | 2.9 | 3.9 |
Total weighted average shares outstanding, including dilutive shares | 246.6 | 246.7 | 247 | 245.7 |
NET INCOME PER SHARE (Details 2
NET INCOME PER SHARE (Details 2) - shares shares in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Stock-based awards | ||||
Antidilutive shares not included in the computation of income (loss) per share | ||||
Weighted average equivalent shares | 7 | 1.1 | 2.7 | 1 |
OPERATING SEGMENT INFORMATION70
OPERATING SEGMENT INFORMATION (Details) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($)segment | Sep. 30, 2014USD ($) | |
OPERATING SEGMENT INFORMATION | ||||
Number of segments | segment | 5 | |||
Operating segment information | ||||
Revenues | $ 2,638 | $ 2,884 | $ 7,967 | $ 8,627 |
Segment EBITDA | 255 | 293 | 630 | 881 |
Interest expense | (49) | (49) | (158) | (148) |
Income tax (expense) benefit-continuing operations | (49) | 40 | (85) | (39) |
Income tax benefit (expense)-discontinued operations | 1 | (1) | 2 | |
Depreciation and amortization | (103) | (96) | (297) | (335) |
Net income (loss) attributable to Huntsman Corporation or Huntsman International LLC | 55 | 188 | 89 | 361 |
Subtotal | ||||
Operating segment information | ||||
Segment EBITDA | 256 | 293 | 633 | 890 |
Discontinued Operations | ||||
Operating segment information | ||||
Segment EBITDA | (1) | (3) | (9) | |
Operating segments | Polyurethanes | ||||
Operating segment information | ||||
Revenues | 1,017 | 1,321 | 2,902 | 3,831 |
Segment EBITDA | 157 | 162 | 384 | 506 |
Operating segments | Performance Products | ||||
Operating segment information | ||||
Revenues | 618 | 762 | 1,949 | 2,360 |
Segment EBITDA | 119 | 123 | 374 | 332 |
Operating segments | Advanced Materials | ||||
Operating segment information | ||||
Revenues | 275 | 310 | 847 | 953 |
Segment EBITDA | 53 | 51 | 156 | 142 |
Operating segments | Textile Effects | ||||
Operating segment information | ||||
Revenues | 196 | 221 | 618 | 693 |
Segment EBITDA | 4 | 3 | 28 | 25 |
Operating segments | Pigments and Additives | ||||
Operating segment information | ||||
Revenues | 543 | 318 | 1,707 | 976 |
Segment EBITDA | (17) | 6 | (156) | 31 |
Corporate and eliminations | ||||
Operating segment information | ||||
Revenues | (11) | (48) | (56) | (186) |
Corporate and other | ||||
Operating segment information | ||||
Segment EBITDA | (60) | (52) | (153) | (146) |
Huntsman International | ||||
Operating segment information | ||||
Revenues | 2,638 | 2,884 | 7,967 | 8,627 |
Segment EBITDA | 254 | 292 | 628 | 879 |
Interest expense | (51) | (52) | (165) | (155) |
Income tax (expense) benefit-continuing operations | (48) | 51 | (85) | (29) |
Income tax benefit (expense)-discontinued operations | 1 | (1) | 2 | |
Depreciation and amortization | (100) | (93) | (287) | (322) |
Net income (loss) attributable to Huntsman Corporation or Huntsman International LLC | 56 | 198 | 90 | 375 |
Huntsman International | Subtotal | ||||
Operating segment information | ||||
Segment EBITDA | 255 | 292 | 631 | 888 |
Huntsman International | Discontinued Operations | ||||
Operating segment information | ||||
Segment EBITDA | (1) | (3) | (9) | |
Huntsman International | Operating segments | Polyurethanes | ||||
Operating segment information | ||||
Segment EBITDA | 157 | 162 | 384 | 506 |
Huntsman International | Operating segments | Performance Products | ||||
Operating segment information | ||||
Segment EBITDA | 119 | 123 | 374 | 332 |
Huntsman International | Operating segments | Advanced Materials | ||||
Operating segment information | ||||
Segment EBITDA | 53 | 51 | 156 | 142 |
Huntsman International | Operating segments | Textile Effects | ||||
Operating segment information | ||||
Segment EBITDA | 4 | 3 | 28 | 25 |
Huntsman International | Operating segments | Pigments and Additives | ||||
Operating segment information | ||||
Segment EBITDA | (17) | 6 | (156) | 31 |
Huntsman International | Corporate and other | ||||
Operating segment information | ||||
Segment EBITDA | $ (61) | $ (53) | $ (155) | $ (148) |
CONDENSED CONSOLIDATING FINAN71
CONDENSED CONSOLIDATING FINANCIAL INFORMATION OF HUNTSMAN INTERNATIONAL LLC (UNAUDITED) (Details) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | |||
Condensed consolidating balance sheets | |||||||
Percentage of holding in subsidiaries | 100.00% | ||||||
Current assets: | |||||||
Cash and cash equivalents | $ 433 | [1] | $ 860 | [1] | $ 582 | $ 520 | |
Restricted cash | [1] | 4 | 10 | ||||
Accounts and notes receivable, net | [1] | 1,596 | 1,665 | ||||
Accounts receivable from affiliates | 36 | 42 | |||||
Inventories | [1] | 1,850 | 2,025 | ||||
Prepaid expenses | 73 | 62 | |||||
Deferred income taxes | 59 | 62 | |||||
Other current assets | [1] | 200 | 313 | ||||
Total current assets | 4,251 | 5,039 | |||||
Property, plant and equipment, net | [1] | 4,380 | 4,423 | ||||
Investment in unconsolidated affiliates | 346 | 350 | |||||
Intangible assets, net | [1] | 86 | 95 | ||||
Goodwill | 117 | 122 | |||||
Deferred income taxes | 424 | 435 | |||||
Other noncurrent assets | [1] | 632 | 538 | ||||
Total assets | 10,236 | 11,002 | |||||
Current liabilities: | |||||||
Accounts payable | [1] | 1,037 | 1,218 | ||||
Accounts payable to affiliates | 31 | 57 | |||||
Accrued liabilities | [1] | 795 | 739 | ||||
Deferred income taxes | 44 | 51 | |||||
Current portion of debt | [1] | 158 | 267 | ||||
Total current liabilities | 2,065 | 2,332 | |||||
Long-term debt | [1] | 4,709 | 4,933 | ||||
Notes payable to affiliates | 7 | 6 | |||||
Deferred income taxes | 348 | 333 | |||||
Other noncurrent liabilities | [1] | 1,316 | 1,447 | ||||
Total liabilities | 8,445 | 9,051 | |||||
Huntsman International LLC members' equity | |||||||
Accumulated (deficit) income | (503) | (493) | |||||
Accumulated other comprehensive (loss) income | (1,245) | (1,053) | |||||
Noncontrolling interests in subsidiaries | 188 | 173 | |||||
Total liabilities and equity | $ 10,236 | 11,002 | |||||
Huntsman International | |||||||
Condensed consolidating balance sheets | |||||||
Percentage of holding in subsidiaries | 100.00% | ||||||
Current assets: | |||||||
Cash and cash equivalents | $ 430 | [1] | 710 | [1] | 480 | 515 | |
Restricted cash | [1] | 4 | 10 | ||||
Accounts and notes receivable, net | [1] | 1,596 | 1,665 | ||||
Accounts receivable from affiliates | 348 | 346 | |||||
Inventories | [1] | 1,850 | 2,025 | ||||
Prepaid expenses | 72 | 61 | |||||
Deferred income taxes | 59 | 62 | |||||
Other current assets | [1] | 200 | 306 | ||||
Total current assets | 4,559 | 5,185 | |||||
Property, plant and equipment, net | [1] | 4,341 | 4,375 | ||||
Investment in unconsolidated affiliates | 346 | 350 | |||||
Intangible assets, net | [1] | 87 | 96 | ||||
Goodwill | 117 | 122 | |||||
Deferred income taxes | 424 | 435 | |||||
Other noncurrent assets | [1] | 631 | 538 | ||||
Total assets | 10,505 | 11,101 | |||||
Current liabilities: | |||||||
Accounts payable | [1] | 1,037 | 1,218 | ||||
Accounts payable to affiliates | 54 | 74 | |||||
Accrued liabilities | [1] | 799 | 736 | ||||
Deferred income taxes | 44 | 52 | |||||
Note payable to affiliate | 100 | 100 | |||||
Current portion of debt | [1] | 158 | 267 | ||||
Total current liabilities | 2,192 | 2,447 | |||||
Long-term debt | [1] | 4,709 | 4,933 | ||||
Notes payable to affiliates | 802 | 656 | |||||
Deferred income taxes | 342 | 326 | |||||
Other noncurrent liabilities | [1] | 1,317 | 1,443 | ||||
Total liabilities | 9,362 | 9,805 | |||||
Huntsman International LLC members' equity | |||||||
Members' equity | 3,187 | 3,166 | |||||
Accumulated (deficit) income | (958) | (956) | |||||
Accumulated other comprehensive (loss) income | (1,274) | (1,087) | |||||
Total Huntsman International LLC members' equity | 955 | 1,123 | |||||
Noncontrolling interests in subsidiaries | 188 | 173 | |||||
Total equity | 1,143 | 1,296 | 1,732 | 1,475 | |||
Total liabilities and equity | 10,505 | 11,101 | |||||
Eliminations | Huntsman International | |||||||
Current assets: | |||||||
Accounts and notes receivable, net | 7 | 5 | |||||
Accounts receivable from affiliates | (6,399) | (6,794) | |||||
Inventories | (6) | (3) | |||||
Prepaid expenses | (16) | (11) | |||||
Deferred income taxes | (18) | (18) | |||||
Other current assets | (741) | (606) | |||||
Total current assets | (7,173) | (7,427) | |||||
Property, plant and equipment, net | 1 | 1 | |||||
Investment in unconsolidated affiliates | (7,660) | (7,524) | |||||
Deferred income taxes | (412) | (454) | |||||
Notes receivable from affiliates | (573) | (615) | |||||
Other noncurrent assets | (1) | (4) | |||||
Total assets | (15,818) | (16,023) | |||||
Current liabilities: | |||||||
Accounts payable | 6 | 5 | |||||
Accounts payable to affiliates | (6,402) | (6,794) | |||||
Accrued liabilities | (757) | (618) | |||||
Deferred income taxes | (19) | (19) | |||||
Total current liabilities | (7,172) | (7,426) | |||||
Notes payable to affiliates | (572) | (615) | |||||
Deferred income taxes | 99 | 54 | |||||
Other noncurrent liabilities | (1) | ||||||
Total liabilities | (7,646) | (7,987) | |||||
Huntsman International LLC members' equity | |||||||
Members' equity | (7,936) | (7,803) | |||||
Accumulated (deficit) income | (73) | 92 | |||||
Accumulated other comprehensive (loss) income | (170) | (325) | |||||
Total Huntsman International LLC members' equity | (8,179) | (8,036) | |||||
Noncontrolling interests in subsidiaries | 7 | ||||||
Total equity | (8,172) | (8,036) | |||||
Total liabilities and equity | (15,818) | (16,023) | |||||
Reportable legal entities | Huntsman International | Parent Company | |||||||
Current assets: | |||||||
Cash and cash equivalents | 89 | 353 | 159 | 308 | |||
Accounts and notes receivable, net | 34 | 57 | |||||
Accounts receivable from affiliates | 2,103 | 2,256 | |||||
Inventories | 99 | 120 | |||||
Prepaid expenses | 15 | 17 | |||||
Deferred income taxes | 12 | 12 | |||||
Other current assets | 737 | 697 | |||||
Total current assets | 3,089 | 3,512 | |||||
Property, plant and equipment, net | 463 | 431 | |||||
Investment in unconsolidated affiliates | 6,103 | 6,024 | |||||
Intangible assets, net | 33 | 35 | |||||
Goodwill | (14) | (15) | |||||
Deferred income taxes | 412 | 454 | |||||
Notes receivable from affiliates | 24 | 23 | |||||
Other noncurrent assets | 140 | 127 | |||||
Total assets | 10,250 | 10,591 | |||||
Current liabilities: | |||||||
Accounts payable | 52 | 55 | |||||
Accounts payable to affiliates | 3,658 | 3,696 | |||||
Accrued liabilities | 91 | 102 | |||||
Note payable to affiliate | 100 | 100 | |||||
Current portion of debt | 98 | 40 | |||||
Total current liabilities | 3,999 | 3,993 | |||||
Long-term debt | 4,316 | 4,629 | |||||
Notes payable to affiliates | 795 | 650 | |||||
Deferred income taxes | 29 | 29 | |||||
Other noncurrent liabilities | 156 | 167 | |||||
Total liabilities | 9,295 | 9,468 | |||||
Huntsman International LLC members' equity | |||||||
Members' equity | 3,187 | 3,166 | |||||
Accumulated (deficit) income | (958) | (956) | |||||
Accumulated other comprehensive (loss) income | (1,274) | (1,087) | |||||
Total Huntsman International LLC members' equity | 955 | 1,123 | |||||
Total equity | 955 | 1,123 | |||||
Total liabilities and equity | 10,250 | 10,591 | |||||
Reportable legal entities | Huntsman International | Guarantors | |||||||
Current assets: | |||||||
Cash and cash equivalents | 1 | 6 | |||||
Accounts and notes receivable, net | 134 | 127 | |||||
Accounts receivable from affiliates | 4,505 | 4,732 | |||||
Inventories | 359 | 350 | |||||
Prepaid expenses | 12 | 9 | |||||
Other current assets | 8 | 7 | |||||
Total current assets | 5,019 | 5,231 | |||||
Property, plant and equipment, net | 1,373 | 1,251 | |||||
Investment in unconsolidated affiliates | 1,644 | 1,594 | |||||
Intangible assets, net | 3 | 5 | |||||
Goodwill | 82 | 82 | |||||
Notes receivable from affiliates | 549 | 592 | |||||
Other noncurrent assets | 252 | 203 | |||||
Total assets | 8,922 | 8,958 | |||||
Current liabilities: | |||||||
Accounts payable | 219 | 290 | |||||
Accounts payable to affiliates | 781 | 974 | |||||
Accrued liabilities | 848 | 699 | |||||
Deferred income taxes | 51 | 51 | |||||
Total current liabilities | 1,899 | 2,014 | |||||
Deferred income taxes | 171 | 197 | |||||
Other noncurrent liabilities | 264 | 261 | |||||
Total liabilities | 2,334 | 2,472 | |||||
Huntsman International LLC members' equity | |||||||
Members' equity | 4,508 | 4,676 | |||||
Accumulated (deficit) income | 619 | 409 | |||||
Accumulated other comprehensive (loss) income | 1,446 | 1,401 | |||||
Total Huntsman International LLC members' equity | 6,573 | 6,486 | |||||
Noncontrolling interests in subsidiaries | 15 | ||||||
Total equity | 6,588 | 6,486 | |||||
Total liabilities and equity | 8,922 | 8,958 | |||||
Reportable legal entities | Huntsman International | Nonguarantors | |||||||
Current assets: | |||||||
Cash and cash equivalents | 340 | 351 | $ 321 | $ 207 | |||
Restricted cash | 4 | 10 | |||||
Accounts and notes receivable, net | 1,421 | 1,476 | |||||
Accounts receivable from affiliates | 139 | 152 | |||||
Inventories | 1,398 | 1,558 | |||||
Prepaid expenses | 61 | 46 | |||||
Deferred income taxes | 65 | 68 | |||||
Other current assets | 196 | 208 | |||||
Total current assets | 3,624 | 3,869 | |||||
Property, plant and equipment, net | 2,504 | 2,692 | |||||
Investment in unconsolidated affiliates | 259 | 256 | |||||
Intangible assets, net | 51 | 56 | |||||
Goodwill | 49 | 55 | |||||
Deferred income taxes | 424 | 435 | |||||
Other noncurrent assets | 240 | 212 | |||||
Total assets | 7,151 | 7,575 | |||||
Current liabilities: | |||||||
Accounts payable | 760 | 868 | |||||
Accounts payable to affiliates | 2,017 | 2,198 | |||||
Accrued liabilities | 617 | 553 | |||||
Deferred income taxes | 12 | 20 | |||||
Current portion of debt | 60 | 227 | |||||
Total current liabilities | 3,466 | 3,866 | |||||
Long-term debt | 393 | 304 | |||||
Notes payable to affiliates | 579 | 621 | |||||
Deferred income taxes | 43 | 46 | |||||
Other noncurrent liabilities | 898 | 1,015 | |||||
Total liabilities | 5,379 | 5,852 | |||||
Huntsman International LLC members' equity | |||||||
Members' equity | 3,428 | 3,127 | |||||
Accumulated (deficit) income | (546) | (501) | |||||
Accumulated other comprehensive (loss) income | (1,276) | (1,076) | |||||
Total Huntsman International LLC members' equity | 1,606 | 1,550 | |||||
Noncontrolling interests in subsidiaries | 166 | 173 | |||||
Total equity | 1,772 | 1,723 | |||||
Total liabilities and equity | $ 7,151 | $ 7,575 | |||||
[1] | At September 30, 2015 and December 31, 2014, respectively, $42 and $46 of cash and cash equivalents, $4 and $10 of restricted cash, $35 and $41 of accounts and notes receivable (net), $45 and $68 of inventories, $6 each of other current assets, $313 and $339 of property, plant and equipment (net), $36 and $40 of intangible assets (net), $28 and $27 of other noncurrent assets, $72 and $92 of accounts payable, $29 and $37 of accrued liabilities, $19 and $172 of current portion of debt, $139 and $36 of longterm debt, and $99 and $97 of other noncurrent liabilities from consolidated variable interest entities are included in the respective Balance Sheet captions above. See “Note 5. Variable Interest Entities.” |
CONDENSED CONSOLIDATING FINAN72
CONDENSED CONSOLIDATING FINANCIAL INFORMATION OF HUNTSMAN INTERNATIONAL LLC (UNAUDITED) (Details 2) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Revenues: | ||||
Trade sales, services and fees, net | $ 2,605 | $ 2,819 | $ 7,862 | $ 8,433 |
Related party sales | 33 | 65 | 105 | 194 |
Total revenues | 2,638 | 2,884 | 7,967 | 8,627 |
Cost of goods sold | 2,165 | 2,369 | 6,495 | 7,157 |
Gross profit | 473 | 515 | 1,472 | 1,470 |
Selling, general and administrative | 232 | 227 | 727 | 700 |
Research and development | 41 | 40 | 124 | 113 |
Other operating expense (income) | 17 | 7 | 8 | (2) |
Restructuring, impairment and plant closing costs | 14 | 39 | 221 | 91 |
Operating income (loss) | 169 | 202 | 392 | 568 |
Interest (expense) income | (49) | (49) | (158) | (148) |
Equity in income (loss) of investment in affiliates and subsidiaries | 2 | 5 | 6 | |
Loss on early extinguishment of debt | (8) | (31) | ||
Other income (loss) | (1) | (2) | ||
Income from continuing operations before income taxes | 112 | 154 | 206 | 426 |
Income tax benefit (expense) | (49) | 40 | (85) | (39) |
Income from continuing operations | 63 | 194 | 121 | 387 |
Income (loss) from discontinued operations, net of tax | (4) | (7) | ||
Net income | 63 | 194 | 117 | 380 |
Net income attributable to noncontrolling interests | (8) | (6) | (28) | (19) |
Net income (loss) attributable to Huntsman Corporation or Huntsman International LLC | 55 | 188 | 89 | 361 |
Other comprehensive (loss) income | (88) | (91) | (199) | (73) |
Comprehensive income attributable to noncontrolling interests | (6) | (2) | (21) | (12) |
Comprehensive (loss) income attributable to Huntsman Corporation or Huntsman International LLC | (31) | 101 | (103) | 295 |
Huntsman International | ||||
Revenues: | ||||
Trade sales, services and fees, net | 2,605 | 2,819 | 7,862 | 8,433 |
Related party sales | 33 | 65 | 105 | 194 |
Total revenues | 2,638 | 2,884 | 7,967 | 8,627 |
Cost of goods sold | 2,164 | 2,368 | 6,492 | 7,150 |
Gross profit | 474 | 516 | 1,475 | 1,477 |
Selling, general and administrative | 231 | 226 | 723 | 696 |
Research and development | 41 | 40 | 124 | 113 |
Other operating expense (income) | 17 | 7 | 8 | (2) |
Restructuring, impairment and plant closing costs | 14 | 39 | 221 | 91 |
Operating income (loss) | 171 | 204 | 399 | 579 |
Interest (expense) income | (51) | (52) | (165) | (155) |
Equity in income (loss) of investment in affiliates and subsidiaries | 2 | 5 | 6 | |
Loss on early extinguishment of debt | (8) | (31) | ||
Other income (loss) | (1) | (1) | ||
Income from continuing operations before income taxes | 112 | 153 | 207 | 430 |
Income tax benefit (expense) | (48) | 51 | (85) | (29) |
Income from continuing operations | 64 | 204 | 122 | 401 |
Income (loss) from discontinued operations, net of tax | (4) | (7) | ||
Net income | 64 | 204 | 118 | 394 |
Net income attributable to noncontrolling interests | (8) | (6) | (28) | (19) |
Net income (loss) attributable to Huntsman Corporation or Huntsman International LLC | 56 | 198 | 90 | 375 |
Other comprehensive (loss) income | (86) | (89) | (194) | (68) |
Comprehensive income attributable to noncontrolling interests | (6) | (2) | (21) | (12) |
Comprehensive (loss) income attributable to Huntsman Corporation or Huntsman International LLC | (28) | 113 | (97) | 314 |
Reportable legal entities | Huntsman International | Parent Company | ||||
Revenues: | ||||
Trade sales, services and fees, net | 270 | 336 | 795 | 907 |
Related party sales | 62 | 66 | 201 | 242 |
Total revenues | 332 | 402 | 996 | 1,149 |
Cost of goods sold | 270 | 323 | 789 | 944 |
Gross profit | 62 | 79 | 207 | 205 |
Selling, general and administrative | 44 | 43 | 128 | 126 |
Research and development | 13 | 12 | 35 | 36 |
Other operating expense (income) | 14 | (3) | (15) | (13) |
Restructuring, impairment and plant closing costs | 3 | 3 | 4 | 5 |
Operating income (loss) | (12) | 24 | 55 | 51 |
Interest (expense) income | (55) | (49) | (168) | (142) |
Equity in income (loss) of investment in affiliates and subsidiaries | 101 | 107 | 199 | 323 |
Loss on early extinguishment of debt | (8) | (31) | ||
Other income (loss) | 1 | 2 | 2 | |
Income from continuing operations before income taxes | 27 | 82 | 57 | 234 |
Income tax benefit (expense) | 29 | 116 | 35 | 139 |
Income from continuing operations | 56 | 198 | 92 | 373 |
Income (loss) from discontinued operations, net of tax | (2) | 2 | ||
Net income | 56 | 198 | 90 | 375 |
Net income (loss) attributable to Huntsman Corporation or Huntsman International LLC | 56 | 198 | 90 | 375 |
Other comprehensive (loss) income | (84) | (84) | (187) | (61) |
Comprehensive (loss) income attributable to Huntsman Corporation or Huntsman International LLC | (28) | 114 | (97) | 314 |
Reportable legal entities | Huntsman International | Guarantors | ||||
Revenues: | ||||
Trade sales, services and fees, net | 674 | 772 | 1,911 | 2,388 |
Related party sales | 117 | 123 | 376 | 380 |
Total revenues | 791 | 895 | 2,287 | 2,768 |
Cost of goods sold | 598 | 700 | 1,771 | 2,174 |
Gross profit | 193 | 195 | 516 | 594 |
Selling, general and administrative | 37 | 32 | 133 | 110 |
Research and development | 11 | 11 | 33 | 30 |
Other operating expense (income) | (10) | 1 | (20) | (6) |
Restructuring, impairment and plant closing costs | 1 | 3 | 5 | 5 |
Operating income (loss) | 154 | 148 | 365 | 455 |
Interest (expense) income | 9 | 9 | 25 | 27 |
Equity in income (loss) of investment in affiliates and subsidiaries | (7) | (46) | 2 | |
Other income (loss) | (1) | (9) | ||
Income from continuing operations before income taxes | 155 | 157 | 335 | 484 |
Income tax benefit (expense) | (49) | (54) | (121) | (160) |
Income from continuing operations | 106 | 103 | 214 | 324 |
Income (loss) from discontinued operations, net of tax | (1) | |||
Net income | 106 | 103 | 213 | 324 |
Net income (loss) attributable to Huntsman Corporation or Huntsman International LLC | 106 | 103 | 213 | 324 |
Other comprehensive (loss) income | (137) | (91) | 45 | 62 |
Comprehensive (loss) income attributable to Huntsman Corporation or Huntsman International LLC | (31) | 12 | 258 | 386 |
Reportable legal entities | Huntsman International | Nonguarantors | ||||
Revenues: | ||||
Trade sales, services and fees, net | 1,661 | 1,711 | 5,156 | 5,138 |
Related party sales | 261 | 341 | 818 | 1,053 |
Total revenues | 1,922 | 2,052 | 5,974 | 6,191 |
Cost of goods sold | 1,701 | 1,813 | 5,220 | 5,517 |
Gross profit | 221 | 239 | 754 | 674 |
Selling, general and administrative | 150 | 151 | 462 | 460 |
Research and development | 17 | 17 | 56 | 47 |
Other operating expense (income) | 13 | 9 | 43 | 17 |
Restructuring, impairment and plant closing costs | 10 | 33 | 212 | 81 |
Operating income (loss) | 31 | 29 | (19) | 69 |
Interest (expense) income | (5) | (12) | (22) | (40) |
Equity in income (loss) of investment in affiliates and subsidiaries | 2 | 5 | 6 | |
Other income (loss) | 7 | |||
Income from continuing operations before income taxes | 26 | 19 | (29) | 35 |
Income tax benefit (expense) | (28) | (11) | 1 | (8) |
Income from continuing operations | (2) | 8 | (28) | 27 |
Income (loss) from discontinued operations, net of tax | (1) | (9) | ||
Net income | (2) | 8 | (29) | 18 |
Net income attributable to noncontrolling interests | (5) | (5) | (18) | (15) |
Net income (loss) attributable to Huntsman Corporation or Huntsman International LLC | (7) | 3 | (47) | 3 |
Other comprehensive (loss) income | (93) | (96) | (208) | (77) |
Comprehensive income attributable to noncontrolling interests | (3) | (1) | (10) | (8) |
Comprehensive (loss) income attributable to Huntsman Corporation or Huntsman International LLC | (98) | (89) | (247) | (67) |
Eliminations | Huntsman International | ||||
Revenues: | ||||
Related party sales | (407) | (465) | (1,290) | (1,481) |
Total revenues | (407) | (465) | (1,290) | (1,481) |
Cost of goods sold | (405) | (468) | (1,288) | (1,485) |
Gross profit | (2) | 3 | (2) | 4 |
Operating income (loss) | (2) | 3 | (2) | 4 |
Equity in income (loss) of investment in affiliates and subsidiaries | (94) | (107) | (153) | (325) |
Other income (loss) | (1) | (1) | (2) | |
Income from continuing operations before income taxes | (96) | (105) | (156) | (323) |
Income from continuing operations | (96) | (105) | (156) | (323) |
Net income | (96) | (105) | (156) | (323) |
Net income attributable to noncontrolling interests | (3) | (1) | (10) | (4) |
Net income (loss) attributable to Huntsman Corporation or Huntsman International LLC | (99) | (106) | (166) | (327) |
Other comprehensive (loss) income | 228 | 182 | 156 | 8 |
Comprehensive income attributable to noncontrolling interests | (3) | (1) | (11) | (4) |
Comprehensive (loss) income attributable to Huntsman Corporation or Huntsman International LLC | $ 129 | $ 76 | $ (11) | $ (319) |
CONDENSED CONSOLIDATING FINAN73
CONDENSED CONSOLIDATING FINANCIAL INFORMATION OF HUNTSMAN INTERNATIONAL LLC (UNAUDITED) (Details 3) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | ||
Condensed consolidating statements of cash flows | ||||
Net cash provided by (used in) operating activities | $ 387 | $ 343 | ||
Investing Activities: | ||||
Capital expenditures | (454) | (351) | ||
Cash received from unconsolidated affiliates | 33 | 38 | ||
Investment in unconsolidated affiliates | (38) | (37) | ||
Acquisition of businesses, net of cash acquired | (14) | |||
Cash received from purchase price adjustment for business acquired | 18 | |||
Proceeds from sale of businesses/assets | 1 | 15 | ||
Cash received from termination of cross-currency interest rate contracts | 66 | |||
Other, net | (2) | |||
Change in restricted cash | 5 | |||
Net cash (used in) provided by investing activities | (383) | (337) | ||
Financing activities: | ||||
Net repayments under revolving loan facilities | (1) | |||
Net (repayments) borrowings on overdraft facilities | (3) | 2 | ||
Repayments of short-term debt | (17) | (8) | ||
Borrowings on short-term debt | 11 | 10 | ||
Repayments of long-term debt | (594) | (42) | ||
Proceeds from issuance of long-term debt | 326 | 204 | ||
Repayments of notes payable | (24) | (25) | ||
Borrowings on notes payable | 33 | 32 | ||
Debt issuance costs paid | (8) | (39) | ||
Call premiums related to early extinguishment of debt | (34) | |||
Contingent consideration paid for business acquired | (4) | (6) | ||
Dividends paid to noncontrolling interest | (6) | (4) | ||
Excess tax benefit related to stock-based compensation | 1 | |||
Cash received for a noncontrolling interest of a subsidiary | 5 | |||
Other, net | (1) | |||
Net cash (used in) provided by financing activities | (418) | 62 | ||
Effect of exchange rate changes on cash | (13) | (6) | ||
Decrease in cash and cash equivalents | (427) | 62 | ||
Cash and cash equivalents at beginning of period | 860 | [1] | 520 | |
Cash and cash equivalents at end of period | $ 582 | 433 | [1] | 582 |
Huntsman International | ||||
Condensed consolidating statements of cash flows | ||||
Net cash provided by (used in) operating activities | 383 | 338 | ||
Investing Activities: | ||||
Capital expenditures | (454) | (351) | ||
Cash received from unconsolidated affiliates | 33 | 38 | ||
Investment in unconsolidated affiliates | (38) | (37) | ||
Acquisition of businesses, net of cash acquired | (14) | |||
Cash received from purchase price adjustment for business acquired | 18 | |||
Proceeds from sale of businesses/assets | 1 | 15 | ||
Increase in receivable from affiliate | (1) | (4) | ||
Cash received from termination of cross-currency interest rate contracts | 66 | |||
Other, net | (2) | |||
Change in restricted cash | 5 | |||
Net cash (used in) provided by investing activities | (384) | (341) | ||
Financing activities: | ||||
Net repayments under revolving loan facilities | (1) | |||
Net (repayments) borrowings on overdraft facilities | (3) | 2 | ||
Repayments of short-term debt | (17) | (8) | ||
Borrowings on short-term debt | 11 | 10 | ||
Repayments of long-term debt | (594) | (42) | ||
Proceeds from issuance of long-term debt | 326 | 204 | ||
Repayments of notes payable to affiliate | (50) | (65) | ||
Proceeds from issuance of notes payable from affiliate | 195 | |||
Repayments of notes payable | (24) | (25) | ||
Borrowings on notes payable | 33 | 32 | ||
Debt issuance costs paid | (8) | (39) | ||
Call premiums related to early extinguishment of debt | (34) | |||
Contingent consideration paid for business acquired | (4) | (6) | ||
Dividends paid to noncontrolling interest | (6) | (4) | ||
Dividends paid to parent | (92) | (91) | ||
Excess tax benefit related to stock-based compensation | 1 | |||
Cash received for a noncontrolling interest of a subsidiary | 5 | |||
Other, net | 2 | |||
Net cash (used in) provided by financing activities | (266) | (26) | ||
Effect of exchange rate changes on cash | (13) | (6) | ||
Decrease in cash and cash equivalents | (280) | (35) | ||
Cash and cash equivalents at beginning of period | 710 | [1] | 515 | |
Cash and cash equivalents at end of period | 480 | 430 | [1] | 480 |
Intercompany notes as a noncash transaction between entities capitalized | 116 | |||
Noncash capital contribution between guarantor and nonguarantor entities | 284 | |||
Noncash capital contribution between parent and guarantor entities | 123 | |||
Reportable legal entities | Huntsman International | Parent Company | ||||
Condensed consolidating statements of cash flows | ||||
Net cash provided by (used in) operating activities | (104) | (50) | ||
Investing Activities: | ||||
Capital expenditures | (51) | (50) | ||
Investment in affiliate | 9 | (45) | ||
Cash received from purchase price adjustment for business acquired | 18 | |||
Proceeds from sale of businesses/assets | 3 | |||
Increase in receivable from affiliate | (1) | (4) | ||
Cash received from termination of cross-currency interest rate contracts | 66 | |||
Net cash (used in) provided by investing activities | 41 | (96) | ||
Financing activities: | ||||
Repayments of long-term debt | (544) | (13) | ||
Proceeds from issuance of long-term debt | 326 | 204 | ||
Repayments of notes payable to affiliate | (50) | (65) | ||
Proceeds from issuance of notes payable from affiliate | 195 | |||
Repayments of notes payable | (23) | (24) | ||
Borrowings on notes payable | 32 | 31 | ||
Debt issuance costs paid | (8) | (39) | ||
Call premiums related to early extinguishment of debt | (34) | |||
Contingent consideration paid for business acquired | (4) | (6) | ||
Dividends paid to parent | (92) | (91) | ||
Excess tax benefit related to stock-based compensation | 1 | |||
Net cash (used in) provided by financing activities | (201) | (3) | ||
Decrease in cash and cash equivalents | (264) | (149) | ||
Cash and cash equivalents at beginning of period | 353 | 308 | ||
Cash and cash equivalents at end of period | 159 | 89 | 159 | |
Reportable legal entities | Huntsman International | Guarantors | ||||
Condensed consolidating statements of cash flows | ||||
Net cash provided by (used in) operating activities | 190 | 135 | ||
Investing Activities: | ||||
Capital expenditures | (185) | (122) | ||
Cash received from unconsolidated affiliates | 33 | 38 | ||
Investment in affiliate | 1 | (10) | ||
Investment in unconsolidated affiliates | (26) | (25) | ||
Net cash (used in) provided by investing activities | (177) | (119) | ||
Financing activities: | ||||
Contribution from parent | 4 | 10 | ||
Distribution to parent | (21) | (25) | ||
Dividends paid to parent | (1) | (1) | ||
Net cash (used in) provided by financing activities | (18) | (16) | ||
Decrease in cash and cash equivalents | (5) | |||
Cash and cash equivalents at beginning of period | 6 | |||
Cash and cash equivalents at end of period | 1 | |||
Reportable legal entities | Huntsman International | Nonguarantors | ||||
Condensed consolidating statements of cash flows | ||||
Net cash provided by (used in) operating activities | 299 | 254 | ||
Investing Activities: | ||||
Capital expenditures | (218) | (179) | ||
Investment in unconsolidated affiliates | (12) | (12) | ||
Acquisition of businesses, net of cash acquired | (14) | |||
Proceeds from sale of businesses/assets | 1 | 12 | ||
Other, net | (2) | |||
Change in restricted cash | 5 | |||
Net cash (used in) provided by investing activities | (238) | (181) | ||
Financing activities: | ||||
Net repayments under revolving loan facilities | (1) | |||
Net (repayments) borrowings on overdraft facilities | (3) | 2 | ||
Repayments of short-term debt | (17) | (8) | ||
Borrowings on short-term debt | 11 | 10 | ||
Repayments of long-term debt | (50) | (29) | ||
Repayments of notes payable | (1) | (1) | ||
Borrowings on notes payable | 1 | 1 | ||
Contribution from parent | 12 | 70 | ||
Distribution to parent | (11) | |||
Dividends paid to noncontrolling interest | (4) | |||
Cash received for a noncontrolling interest of a subsidiary | 5 | |||
Other, net | (1) | 2 | ||
Net cash (used in) provided by financing activities | (59) | 47 | ||
Effect of exchange rate changes on cash | (13) | (6) | ||
Decrease in cash and cash equivalents | (11) | 114 | ||
Cash and cash equivalents at beginning of period | 351 | 207 | ||
Cash and cash equivalents at end of period | $ 321 | 340 | 321 | |
Eliminations | Huntsman International | ||||
Condensed consolidating statements of cash flows | ||||
Net cash provided by (used in) operating activities | (2) | (1) | ||
Investing Activities: | ||||
Investment in affiliate | (10) | 55 | ||
Net cash (used in) provided by investing activities | (10) | 55 | ||
Financing activities: | ||||
Contribution from parent | (16) | (80) | ||
Distribution to parent | 32 | 25 | ||
Dividends paid to noncontrolling interest | (6) | |||
Dividends paid to parent | 1 | 1 | ||
Other, net | 1 | |||
Net cash (used in) provided by financing activities | $ 12 | $ (54) | ||
[1] | At September 30, 2015 and December 31, 2014, respectively, $42 and $46 of cash and cash equivalents, $4 and $10 of restricted cash, $35 and $41 of accounts and notes receivable (net), $45 and $68 of inventories, $6 each of other current assets, $313 and $339 of property, plant and equipment (net), $36 and $40 of intangible assets (net), $28 and $27 of other noncurrent assets, $72 and $92 of accounts payable, $29 and $37 of accrued liabilities, $19 and $172 of current portion of debt, $139 and $36 of longterm debt, and $99 and $97 of other noncurrent liabilities from consolidated variable interest entities are included in the respective Balance Sheet captions above. See “Note 5. Variable Interest Entities.” |