UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10‑Q
|
(Mark One) |
|
|
|
|
|
☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|
|
|
|
For the quarterly period ended March 31, 2018 |
|
|
|
|
|
OR |
|
|
|
|
|
☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|
|
|
|
For the transition period from to |
|
|
Commission |
Exact Name of Registrant as Specified in its Charter, |
State of |
I.R.S. Employer |
|||
|
001‑32427 |
|
Huntsman Corporation |
|
Delaware |
|
42‑1648585 |
|
333‑85141 |
|
Huntsman International LLC |
|
Delaware |
|
87‑0630358 |
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
|
Huntsman Corporation |
YES ☒ |
NO ☐ |
|
Huntsman International LLC |
YES ☒ |
NO ☐ |
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S‑T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
|
Huntsman Corporation |
YES ☒ |
NO ☐ |
|
Huntsman International LLC |
YES ☒ |
NO ☐ |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non‑accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b‑2 of the Exchange Act. (Check one):
|
Huntsman Corporation |
Large accelerated filer ☒ |
Accelerated filer ☐ |
Non‑accelerated filer ☐ |
Smaller reporting company ☐ |
Emerging growth company ☐ |
|
Huntsman International LLC |
Large accelerated filer ☐ |
Accelerated filer ☐ |
Non‑accelerated filer ☒ |
Smaller reporting company ☐ |
Emerging Growth company ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
|
Huntsman Corporation |
|
☐ |
|
Huntsman International LLC |
|
☐ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑2 of the Exchange Act).
|
Huntsman Corporation |
YES ☐ |
NO ☒ |
|
Huntsman International LLC |
YES ☐ |
NO ☒ |
On April 19, 2018, 239,180,054 shares of common stock of Huntsman Corporation were outstanding and 2,728 units of membership interests of Huntsman International LLC were outstanding. There is no trading market for Huntsman International LLC’s units of membership interests. All of Huntsman International LLC’s units of membership interests are held by Huntsman Corporation.
This Quarterly Report on Form 10‑Q presents information for two registrants: Huntsman Corporation and Huntsman International LLC. Huntsman International LLC is a wholly-owned subsidiary of Huntsman Corporation and is the principal operating company of Huntsman Corporation. The information reflected in this Quarterly Report on Form 10‑Q is equally applicable to both Huntsman Corporation and Huntsman International LLC, except where otherwise indicated. Huntsman International LLC meets the conditions set forth in General Instructions H(1)(a) and (b) of Form 10‑Q and, to the extent applicable, is therefore filing this form with a reduced disclosure format.
HUNTSMAN CORPORATION AND SUBSIDIARIES
HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
QUARTERLY REPORT ON FORM 10‑Q FOR THE QUARTERLY PERIOD
ENDED MARCH 31, 2018
|
|
|
|
|
Page |
|
|
|
4 | ||
|
|
|
4 | ||
|
|
|
Huntsman Corporation and Subsidiaries: |
|
|
|
|
|
|
4 | |
|
|
|
|
5 | |
|
|
|
|
6 | |
|
|
|
|
7 | |
|
|
|
|
8 | |
|
|
|
Huntsman International LLC and Subsidiaries: |
|
|
|
|
|
|
10 | |
|
|
|
|
11 | |
|
|
|
|
12 | |
|
|
|
|
13 | |
|
|
|
|
14 | |
|
|
|
Huntsman Corporation and Subsidiaries and Huntsman International LLC and Subsidiaries: |
|
|
|
|
|
|
16 | |
|
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
|
49 | |
|
|
|
63 | ||
|
|
|
64 | ||
|
|
|
65 | ||
|
|
|
65 | ||
|
|
|
65 | ||
|
|
|
65 | ||
|
|
|
65 |
2
HUNTSMAN CORPORATION AND SUBSIDIARIES
HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
QUARTERLY REPORT ON FORM 10‑Q FOR THE QUARTERLY PERIOD
ENDED MARCH 31, 2018
FORWARD‑LOOKING STATEMENTS
Certain information set forth in this report contains “forward‑looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements other than historical factual information are forward‑looking statements, including without limitation statements regarding: projections of revenue, expenses, profit, profit margins, tax rates, tax provisions, cash flows, pension and benefit obligations and funding requirements, our liquidity position or other projected financial measures; management’s plans and strategies for future operations, including statements relating to anticipated operating performance, cost reductions, restructuring activities, new product and service developments, competitive strengths or market position, acquisitions, divestitures, business separations, spin‑offs, or other distributions, strategic opportunities, securities offerings, stock repurchases, dividends and executive compensation; growth, declines and other trends in markets we sell into; new or modified laws, regulations and accounting pronouncements; outstanding claims, legal proceedings, tax audits and assessments and other contingent liabilities; foreign currency exchange rates and fluctuations in those rates; general economic and capital markets conditions; the timing of any of the foregoing; assumptions underlying any of the foregoing; and any other statements that address events or developments that we intend or believe will or may occur in the future. In some cases, forward‑looking statements can be identified by terminology such as “believes,” “expects,” “may,” “will,” “should,” “anticipates” or “intends” or the negative of such terms or other comparable terminology, or by discussions of strategy. We may also make additional forward‑looking statements from time to time. All such subsequent forward‑looking statements, whether written or oral, by us or on our behalf, are also expressly qualified by these cautionary statements.
All forward‑looking statements, including without limitation management’s examination of historical operating trends, are based upon our current expectations and various assumptions. Our expectations, beliefs and projections are expressed in good faith and we believe there is a reasonable basis for them, but there can be no assurance that management’s expectations, beliefs and projections will result or be achieved. All forward‑looking statements apply only as of the date made. We undertake no obligation to publicly update or revise forward‑looking statements whether because of new information, future events or otherwise, except as required by securities and other applicable law.
There are a number of risks and uncertainties that could cause our actual results to differ materially from the forward‑looking statements contained in or contemplated by this report. Any forward‑looking statements should be considered in light of the risks set forth in “Part II. Item 1A. Risk Factors” below and “Part I. Item 1A. Risk Factors” in our Annual Report on Form 10‑K for the year ended December 31, 2017.
3
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
HUNTSMAN CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In Millions, Except Share and Per Share Amounts)
|
|
|
March 31, |
|
December 31, |
||
|
|
|
2018 |
|
2017 |
||
|
ASSETS |
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
Cash and cash equivalents(a) |
|
$ |
444 |
|
$ |
470 |
|
Restricted cash(a) |
|
|
9 |
|
|
11 |
|
Accounts and notes receivable (net of allowance for doubtful accounts of $27 and $25, respectively), ($415 and $334 pledged as collateral, respectively)(a) |
|
|
1,374 |
|
|
1,256 |
|
Accounts receivable from affiliates |
|
|
33 |
|
|
27 |
|
Inventories(a) |
|
|
1,203 |
|
|
1,073 |
|
Prepaid expenses |
|
|
69 |
|
|
60 |
|
Other current assets(a) |
|
|
193 |
|
|
202 |
|
Current assets held for sale |
|
|
3,060 |
|
|
2,880 |
|
Total current assets |
|
|
6,385 |
|
|
5,979 |
|
Property, plant and equipment, net(a) |
|
|
3,117 |
|
|
3,098 |
|
Investment in unconsolidated affiliates |
|
|
284 |
|
|
266 |
|
Intangible assets, net(a) |
|
|
55 |
|
|
56 |
|
Goodwill |
|
|
141 |
|
|
140 |
|
Deferred income taxes |
|
|
212 |
|
|
208 |
|
Other noncurrent assets(a) |
|
|
509 |
|
|
497 |
|
Total assets |
|
$ |
10,703 |
|
$ |
10,244 |
|
|
|
|
|
|
|
|
|
LIABILITIES AND EQUITY |
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
Accounts payable(a) |
|
$ |
961 |
|
$ |
946 |
|
Accounts payable to affiliates |
|
|
32 |
|
|
18 |
|
Accrued liabilities(a) |
|
|
533 |
|
|
569 |
|
Current portion of debt(a) |
|
|
36 |
|
|
40 |
|
Current liabilities held for sale |
|
|
1,721 |
|
|
1,692 |
|
Total current liabilities |
|
|
3,283 |
|
|
3,265 |
|
Long-term debt(a) |
|
|
2,298 |
|
|
2,258 |
|
Deferred income taxes |
|
|
269 |
|
|
264 |
|
Other noncurrent liabilities(a) |
|
|
1,084 |
|
|
1,086 |
|
Total liabilities |
|
|
6,934 |
|
|
6,873 |
|
Commitments and contingencies (Notes 14 and 15) |
|
|
|
|
|
|
|
Equity |
|
|
|
|
|
|
|
Huntsman Corporation stockholders’ equity: |
|
|
|
|
|
|
|
Common stock $0.01 par value, 1,200,000,000 shares authorized, 254,124,395 and 252,759,715 shares issued and 239,831,871 and 240,213,606 shares outstanding, respectively |
|
|
3 |
|
|
3 |
|
Additional paid-in capital |
|
|
3,939 |
|
|
3,889 |
|
Treasury stock, 14,292,523 and 12,607,223 shares, respectively |
|
|
(201) |
|
|
(150) |
|
Unearned stock-based compensation |
|
|
(26) |
|
|
(15) |
|
Retained earnings |
|
|
393 |
|
|
161 |
|
Accumulated other comprehensive loss |
|
|
(1,198) |
|
|
(1,268) |
|
Total Huntsman Corporation stockholders’ equity |
|
|
2,910 |
|
|
2,620 |
|
Noncontrolling interests in subsidiaries |
|
|
859 |
|
|
751 |
|
Total equity |
|
|
3,769 |
|
|
3,371 |
|
Total liabilities and equity |
|
$ |
10,703 |
|
$ |
10,244 |
|
(a) |
At March 31, 2018 and December 31, 2017, respectively, $13 and $15 of cash and cash equivalents, $9 and $11 of restricted cash, $38 and $35 of accounts and notes receivable (net), $52 and $46 of inventories, $7 each of other current assets, $265 and $283 of property, plant and equipment (net), $10 each of intangible assets (net), $57 and $43 of other noncurrent assets, $91 and $109 of accounts payable, $32 each of accrued liabilities, $22 and $21 of current portion of debt, $83 and $86 of long‑term debt, and $99 and $98 of other noncurrent liabilities from consolidated variable interest entities are included in the respective balance sheet captions above. See “Note 5. Variable Interest Entities.” |
See accompanying notes to condensed consolidated financial statements.
4
HUNTSMAN CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In Millions, Except Per Share Amounts)
|
|
|
Three months |
||||
|
|
|
ended |
||||
|
|
|
March 31, |
||||
|
|
|
2018 |
|
2017 |
||
|
Revenues: |
|
|
|
|
|
|
|
Trade sales, services and fees, net |
|
$ |
2,255 |
|
$ |
1,891 |
|
Related party sales |
|
|
40 |
|
|
41 |
|
Total revenues |
|
|
2,295 |
|
|
1,932 |
|
Cost of goods sold |
|
|
1,755 |
|
|
1,542 |
|
Gross profit |
|
|
540 |
|
|
390 |
|
Operating expenses: |
|
|
|
|
|
|
|
Selling, general and administrative |
|
|
192 |
|
|
192 |
|
Research and development |
|
|
38 |
|
|
34 |
|
Restructuring, impairment and plant closing costs |
|
|
2 |
|
|
9 |
|
Other operating expense (income), net |
|
|
12 |
|
|
(7) |
|
Total operating expenses |
|
|
244 |
|
|
228 |
|
Operating income |
|
|
296 |
|
|
162 |
|
Interest expense |
|
|
(27) |
|
|
(48) |
|
Equity in income of investment in unconsolidated affiliates |
|
|
13 |
|
|
— |
|
Other income, net |
|
|
7 |
|
|
4 |
|
Income from continuing operations before income taxes |
|
|
289 |
|
|
118 |
|
Income tax expense |
|
|
(53) |
|
|
(19) |
|
Income from continuing operations |
|
|
236 |
|
|
99 |
|
Income (loss) from discontinued operations, net of tax |
|
|
114 |
|
|
(7) |
|
Net income |
|
|
350 |
|
|
92 |
|
Net income attributable to noncontrolling interests |
|
|
(76) |
|
|
(16) |
|
Net income attributable to Huntsman Corporation |
|
$ |
274 |
|
$ |
76 |
|
|
|
|
|
|
|
|
|
Basic income (loss) per share: |
|
|
|
|
|
|
|
Income from continuing operations attributable to Huntsman Corporation common stockholders |
|
$ |
0.66 |
|
$ |
0.35 |
|
Income (loss) from discontinued operations attributable to Huntsman Corporation common stockholders, net of tax |
|
|
0.48 |
|
|
(0.03) |
|
Net income attributable to Huntsman Corporation common stockholders |
|
$ |
1.14 |
|
$ |
0.32 |
|
Weighted average shares |
|
|
240.8 |
|
|
237.4 |
|
|
|
|
|
|
|
|
|
Diluted income (loss) per share: |
|
|
|
|
|
|
|
Income from continuing operations attributable to Huntsman Corporation common stockholders |
|
$ |
0.65 |
|
$ |
0.34 |
|
Income (loss) from discontinued operations attributable to Huntsman Corporation common stockholders, net of tax |
|
|
0.46 |
|
|
(0.03) |
|
Net income attributable to Huntsman Corporation common stockholders |
|
$ |
1.11 |
|
$ |
0.31 |
|
Weighted average shares |
|
|
245.9 |
|
|
242.5 |
|
|
|
|
|
|
|
|
|
Amounts attributable to Huntsman Corporation common stockholders: |
|
|
|
|
|
|
|
Income from continuing operations |
|
$ |
160 |
|
$ |
83 |
|
Income (loss) from discontinued operations, net of tax |
|
|
114 |
|
|
(7) |
|
Net income |
|
$ |
274 |
|
$ |
76 |
|
Dividends per share |
|
$ |
0.1625 |
|
$ |
0.125 |
See accompanying notes to condensed consolidated financial statements.
5
HUNTSMAN CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In Millions)
|
|
|
Three months |
||||
|
|
|
ended |
||||
|
|
|
March 31, |
||||
|
|
|
2018 |
|
2017 |
||
|
Net income |
|
$ |
350 |
|
$ |
92 |
|
Other comprehensive income, net of tax: |
|
|
|
|
|
|
|
Foreign currency translations adjustments |
|
|
87 |
|
|
77 |
|
Pension and other postretirement benefits adjustments |
|
|
25 |
|
|
18 |
|
Other, net |
|
|
(9) |
|
|
2 |
|
Other comprehensive income, net of tax |
|
|
103 |
|
|
97 |
|
Comprehensive income |
|
|
453 |
|
|
189 |
|
Comprehensive income attributable to noncontrolling interests |
|
|
(83) |
|
|
(18) |
|
Comprehensive income attributable to Huntsman Corporation |
|
$ |
370 |
|
$ |
171 |
See accompanying notes to condensed consolidated financial statements.
6
HUNTSMAN CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(In Millions, Except Share Amounts)
|
|
|
Huntsman Corporation Stockholders' Equity |
|
|
|
|
|
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retained |
|
Accumulated |
|
|
|
|
|
|
||
|
|
|
Shares |
|
|
|
|
Additional |
|
|
|
|
Unearned |
|
earnings |
|
other |
|
Noncontrolling |
|
|
|
|||||
|
|
|
Common |
|
Common |
|
paid-in |
|
Treasury |
|
stock-based |
|
(accumulated |
|
comprehensive |
|
interests in |
|
Total |
||||||||
|
|
|
stock |
|
stock |
|
capital |
|
stock |
|
compensation |
|
deficit) |
|
loss |
|
subsidiaries |
|
equity |
||||||||
|
Balance, January 1, 2018 |
|
240,213,606 |
|
$ |
3 |
|
$ |
3,889 |
|
$ |
(150) |
|
$ |
(15) |
|
$ |
161 |
|
$ |
(1,268) |
|
$ |
751 |
|
$ |
3,371 |
|
Cumulative effect of changes in fair value of equity investments |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
10 |
|
|
(10) |
|
|
— |
|
|
— |
|
Revised balance January 1, 2018 |
|
240,213,606 |
|
|
3 |
|
|
3,889 |
|
|
(150) |
|
|
(15) |
|
|
171 |
|
|
(1,278) |
|
|
751 |
|
|
3,371 |
|
Net income |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
274 |
|
|
— |
|
|
76 |
|
|
350 |
|
Other comprehensive income |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
80 |
|
|
23 |
|
|
103 |
|
Issuance of nonvested stock awards |
|
— |
|
|
— |
|
|
14 |
|
|
— |
|
|
(14) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Vesting of stock awards |
|
985,493 |
|
|
— |
|
|
11 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
11 |
|
Recognition of stock-based compensation |
|
— |
|
|
— |
|
|
2 |
|
|
— |
|
|
3 |
|
|
— |
|
|
— |
|
|
— |
|
|
5 |
|
Repurchase and cancellation of stock awards |
|
(253,345) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(11) |
|
|
— |
|
|
— |
|
|
(11) |
|
Dividends paid to noncontrolling interests |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(18) |
|
|
(18) |
|
Stock options exercised |
|
571,417 |
|
|
— |
|
|
7 |
|
|
— |
|
|
— |
|
|
(2) |
|
|
— |
|
|
— |
|
|
5 |
|
Treasury stock repurchased |
|
(1,685,300) |
|
|
— |
|
|
— |
|
|
(51) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(51) |
|
Disposition of a portion of P&A Business |
|
— |
|
|
— |
|
|
18 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
18 |
|
Costs of the secondary offering of P&A Business |
|
— |
|
|
— |
|
|
(2) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(2) |
|
Noncontrolling interest from partial disposal of P&A Business |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
27 |
|
|
27 |
|
Dividends declared on common stock |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(39) |
|
|
— |
|
|
— |
|
|
(39) |
|
Balance, March 31, 2018 |
|
239,831,871 |
|
$ |
3 |
|
$ |
3,939 |
|
$ |
(201) |
|
$ |
(26) |
|
$ |
393 |
|
$ |
(1,198) |
|
$ |
859 |
|
$ |
3,769 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, January 1, 2017 |
|
236,370,347 |
|
$ |
3 |
|
$ |
3,447 |
|
$ |
(150) |
|
$ |
(17) |
|
$ |
(325) |
|
$ |
(1,671) |
|
$ |
180 |
|
$ |
1,467 |
|
Net income |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
76 |
|
|
— |
|
|
16 |
|
|
92 |
|
Other comprehensive income |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
95 |
|
|
2 |
|
|
97 |
|
Issuance of nonvested stock awards |
|
— |
|
|
— |
|
|
17 |
|
|
— |
|
|
(17) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Vesting of stock awards |
|
1,158,884 |
|
|
— |
|
|
8 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
8 |
|
Recognition of stock-based compensation |
|
— |
|
|
— |
|
|
2 |
|
|
— |
|
|
5 |
|
|
— |
|
|
— |
|
|
— |
|
|
7 |
|
Repurchase and cancellation of stock awards |
|
(343,712) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(8) |
|
|
— |
|
|
— |
|
|
(8) |
|
Contribution from noncontrolling interests |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
2 |
|
|
2 |
|
Dividends paid to noncontrolling interests |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(3) |
|
|
(3) |
|
Stock options exercised |
|
967,397 |
|
|
— |
|
|
30 |
|
|
— |
|
|
— |
|
|
(13) |
|
|
— |
|
|
— |
|
|
17 |
|
Dividends declared on common stock |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(30) |
|
|
— |
|
|
— |
|
|
(30) |
|
Balance, March 31, 2017 |
|
238,152,916 |
|
$ |
3 |
|
$ |
3,504 |
|
$ |
(150) |
|
$ |
(29) |
|
$ |
(300) |
|
$ |
(1,576) |
|
$ |
197 |
|
$ |
1,649 |
See accompanying notes to condensed consolidated financial statements.
7
HUNTSMAN CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Millions)
|
|
|
Three months |
||||
|
|
|
ended |
||||
|
|
|
March 31, |
||||
|
|
|
2018 |
|
2017 |
||
|
Operating Activities: |
|
|
|
|
|
|
|
Net income |
|
$ |
350 |
|
$ |
92 |
|
Less: (Income) loss from discontinued operations, net of tax |
|
|
(114) |
|
|
7 |
|
Income from continuing operations |
|
|
236 |
|
|
99 |
|
Adjustments to reconcile income from continuing operations to net cash provided by operating activities from continuing operations: |
|
|
|
|
|
|
|
Equity in income of investment in unconsolidated affiliates |
|
|
(13) |
|
|
— |
|
Depreciation and amortization |
|
|
82 |
|
|
76 |
|
Loss on disposal of businesses/assets, net |
|
|
2 |
|
|
— |
|
Noncash interest expense |
|
|
— |
|
|
4 |
|
Noncash restructuring and impairment charges |
|
|
2 |
|
|
— |
|
Deferred income taxes |
|
|
2 |
|
|
8 |
|
Noncash loss (gain) on foreign currency transactions |
|
|
5 |
|
|
(4) |
|
Stock-based compensation |
|
|
8 |
|
|
9 |
|
Other, net |
|
|
— |
|
|
(12) |
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
Accounts and notes receivable |
|
|
(104) |
|
|
(55) |
|
Inventories |
|
|
(105) |
|
|
(109) |
|
Prepaid expenses |
|
|
(8) |
|
|
(2) |
|
Other current assets |
|
|
15 |
|
|
(14) |
|
Other noncurrent assets |
|
|
1 |
|
|
(7) |
|
Accounts payable |
|
|
36 |
|
|
83 |
|
Accrued liabilities |
|
|
(42) |
|
|
(16) |
|
Other noncurrent liabilities |
|
|
(6) |
|
|
10 |
|
Net cash provided by operating activities from continuing operations |
|
|
111 |
|
|
70 |
|
Net cash provided by operating activities from discontinued operations |
|
|
52 |
|
|
23 |
|
Net cash provided by operating activities |
|
|
163 |
|
|
93 |
|
|
|
|
|
|
|
|
|
Investing Activities: |
|
|
|
|
|
|
|
Capital expenditures |
|
|
(55) |
|
|
(51) |
|
Acquisition of a business, net of cash acquired |
|
|
(14) |
|
|
— |
|
Other, net |
|
|
— |
|
|
4 |
|
Net cash used in investing activities from continuing operations |
|
|
(69) |
|
|
(47) |
|
Net cash (used in) provided by investing activities from discontinued operations |
|
|
(67) |
|
|
24 |
|
Net cash used in investing activities |
|
|
(136) |
|
|
(23) |
(Continued)
8
HUNTSMAN CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(In Millions)
|
|
|
Three months |
||||
|
|
|
ended |
||||
|
|
|
March 31, |
||||
|
|
|
2018 |
|
2017 |
||
|
Financing Activities: |
|
|
|
|
|
|
|
Net repayments on overdraft facilities |
|
$ |
(1) |
|
$ |
— |
|
Repayments of short-term debt |
|
|
(2) |
|
|
(6) |
|
Borrowings on short-term debt |
|
|
2 |
|
|
2 |
|
Repayments of long-term debt |
|
|
(4) |
|
|
(7) |
|
Proceeds from issuance of long-term debt |
|
|
— |
|
|
8 |
|
Repayments of notes payable |
|
|
(9) |
|
|
(5) |
|
Dividends paid to noncontrolling interests |
|
|
(18) |
|
|
(3) |
|
Contribution from noncontrolling interests |
|
|
— |
|
|
2 |
|
Dividends paid to common stockholders |
|
|
(39) |
|
|
(30) |
|
Repurchase and cancellation of stock awards |
|
|
(11) |
|
|
(8) |
|
Proceeds from issuance of common stock |
|
|
5 |
|
|
17 |
|
Repurchase of common stock |
|
|
(51) |
|
|
— |
|
Proceeds from the secondary offering of P&A Business |
|
|
44 |
|
|
— |
|
Cash paid for expenses of the secondary offering of P&A Business |
|
|
(2) |
|
|
— |
|
Other, net |
|
|
— |
|
|
(1) |
|
Net cash used in financing activities |
|
|
(86) |
|
|
(31) |
|
Effect of exchange rate changes on cash |
|
|
16 |
|
|
5 |
|
(Decrease) increase in cash, cash equivalents and restricted cash |
|
|
(43) |
|
|
44 |
|
Cash, cash equivalents and restricted cash from continuing operations at beginning of period |
|
|
481 |
|
|
396 |
|
Cash, cash equivalents and restricted cash from discontinued operations at beginning of period |
|
|
238 |
|
|
29 |
|
Cash, cash equivalents and restricted cash at end of period |
|
$ |
676 |
|
$ |
469 |
|
|
|
|
|
|
|
|
|
Supplemental cash flow information: |
|
|
|
|
|
|
|
Cash paid for interest |
|
$ |
31 |
|
$ |
36 |
|
Cash paid for income taxes |
|
|
41 |
|
|
8 |
As of March 31, 2018 and 2017, the amount of capital expenditures in accounts payable was $32 million and $47 million, respectively. In addition, as of March 31, 2018, the amount of cash interest and cash income taxes included in our supplemental cash flow information related to cash paid for interest and cash paid for income taxes that was paid by our P&A Business was $19 million and $15 million, respectively.
See accompanying notes to condensed consolidated financial statements.
9
HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In Millions)
|
|
|
March 31, |
|
December 31, |
||
|
|
|
2018 |
|
2017 |
||
|
ASSETS |
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
Cash and cash equivalents(a) |
|
$ |
444 |
|
$ |
468 |
|
Restricted cash(a) |
|
|
9 |
|
|
11 |
|
Accounts and notes receivable (net of allowance for doubtful accounts of $27 and $25, respectively), ($415 and $334 pledged as collateral, respectively)(a) |
|
|
1,374 |
|
|
1,255 |
|
Accounts receivable from affiliates |
|
|
393 |
|
|
373 |
|
Inventories(a) |
|
|
1,203 |
|
|
1,073 |
|
Prepaid expenses |
|
|
68 |
|
|
59 |
|
Other current assets(a) |
|
|
196 |
|
|
204 |
|
Current assets held for sale |
|
|
3,060 |
|
|
2,880 |
|
Total current assets |
|
|
6,747 |
|
|
6,323 |
|
Property, plant and equipment, net(a) |
|
|
3,115 |
|
|
3,095 |
|
Investment in unconsolidated affiliates |
|
|
284 |
|
|
266 |
|
Intangible assets, net(a) |
|
|
55 |
|
|
56 |
|
Goodwill |
|
|
141 |
|
|
140 |
|
Deferred income taxes |
|
|
212 |
|
|
208 |
|
Other noncurrent assets(a) |
|
|
511 |
|
|
497 |
|
Total assets |
|
$ |
11,065 |
|
$ |
10,585 |
|
|
|
|
|
|
|
|
|
LIABILITIES AND EQUITY |
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
Accounts payable(a) |
|
$ |
961 |
|
$ |
946 |
|
Accounts payable to affiliates |
|
|
89 |
|
|
70 |
|
Accrued liabilities(a) |
|
|
531 |
|
|
566 |
|
Notes payable to affiliates |
|
|
100 |
|
|
100 |
|
Current portion of debt(a) |
|
|
36 |
|
|
40 |
|
Current liabilities held for sale |
|
|
1,721 |
|
|
1,692 |
|
Total current liabilities |
|
|
3,438 |
|
|
3,414 |
|
Long-term debt(a) |
|
|
2,298 |
|
|
2,258 |
|
Notes payable to affiliates |
|
|
702 |
|
|
742 |
|
Deferred income taxes |
|
|
271 |
|
|
265 |
|
Other noncurrent liabilities(a) |
|
|
1,077 |
|
|
1,072 |
|
Total liabilities |
|
|
7,786 |
|
|
7,751 |
|
Commitments and contingencies (Notes 14 and 15) |
|
|
|
|
|
|
|
Equity |
|
|
|
|
|
|
|
Huntsman International LLC members’ equity: |
|
|
|
|
|
|
|
Members’ equity, 2,728 units issued and outstanding |
|
|
3,639 |
|
|
3,616 |
|
Accumulated deficit |
|
|
(28) |
|
|
(270) |
|
Accumulated other comprehensive loss |
|
|
(1,191) |
|
|
(1,263) |
|
Total Huntsman International LLC members’ equity |
|
|
2,420 |
|
|
2,083 |
|
Noncontrolling interests in subsidiaries |
|
|
859 |
|
|
751 |
|
Total equity |
|
|
3,279 |
|
|
2,834 |
|
Total liabilities and equity |
|
$ |
11,065 |
|
$ |
10,585 |
|
(a) |
At March 31, 2018 and December 31, 2017, respectively, $13 and $15 of cash and cash equivalents, $9 and $11 of restricted cash, $38 and $35 of accounts and notes receivable (net), $52 and $46 of inventories, $7 each of other current assets, $265 and $283 of property, plant and equipment (net), $10 each of intangible assets (net), $57 and $43 of other noncurrent assets, $91 and $109 of accounts payable, $32 each of accrued liabilities, $22 and $21 of current portion of debt, $83 and $86 of long‑term debt, and $99 and $98 of other noncurrent liabilities from consolidated variable interest entities are included in the respective balance sheet captions above. See “Note 5. Variable Interest Entities.” |
See accompanying notes to condensed consolidated financial statements.
10