ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾

Registration of securities issued in business combination transactions

VARIABLE INTEREST ENTITIES

v2.4.0.8
VARIABLE INTEREST ENTITIES
12 Months Ended
Dec. 31, 2013
VARIABLE INTEREST ENTITIES Ìý
VARIABLE INTEREST ENTITIES

7. VARIABLE INTEREST ENTITIES

ÌýÌýÌýÌýÌýÌýÌýÌýWe 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 four joint ventures for which we are the primary beneficiary:

  • â€�
    RubiconÌýLLC 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.

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    Pacific Iron Products Sdn Bhd manufactures products for our Pigments 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.

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    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.

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    Sasol-ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ 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. Prior to AprilÌý1, 2011, we accounted for Sasol-ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ using the equity method. In April 2011, an expansion at this facility began production, which triggered the reconsideration of this joint venture as a variable interest entity. 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-ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ for which we bear the default risk. As a result, we concluded that we were the primary beneficiary and began consolidating Sasol-ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ beginning AprilÌý1, 2011.

ÌýÌýÌýÌýÌýÌýÌýÌýCreditors of these entities have no recourse to our general credit, except in the event that we offer guarantees of specified indebtedness. See "NoteÌý13. Debt—Direct and Subsidiary Debt." As the primary beneficiary of these variable interest entities at DecemberÌý31, 2013, the joint ventures' assets, liabilities and results of operations are included in our consolidated financial statements.

ÌýÌýÌýÌýÌýÌýÌýÌýThe following table summarizes the carrying amount of our variable interest entities' assets and liabilities included in our consolidated balance sheets, before intercompany eliminations, as of DecemberÌý31, 2013 and 2012 (dollars in millions):

Ìý
Ìý DecemberÌý31, Ìý
Ìý
Ìý 2013 Ìý 2012 Ìý

Current assets

Ìý $ 147 Ìý $ 163 Ìý

Property, plant and equipment, net

Ìý Ìý 369 Ìý Ìý 378 Ìý

Other noncurrent assets

Ìý Ìý 76 Ìý Ìý 61 Ìý

Deferred income taxes

Ìý Ìý 28 Ìý Ìý 45 Ìý

Intangible assets

Ìý Ìý 17 Ìý Ìý 19 Ìý

Goodwill

Ìý Ìý 16 Ìý Ìý 16 Ìý
Ìý Ìý Ìý Ìý Ìý Ìý
� � � � � � � �

Total assets

Ìý $ 653 Ìý $ 682 Ìý
Ìý Ìý Ìý Ìý Ìý Ìý
� � � � � � � �
� � � � � � � �
Ìý Ìý Ìý Ìý Ìý Ìý

Current liabilities

Ìý $ 330 Ìý $ 348 Ìý

Long-term debt

Ìý Ìý 72 Ìý Ìý 82 Ìý

Deferred income taxes

Ìý Ìý 9 Ìý Ìý 8 Ìý

Other noncurrent liabilities

Ìý Ìý 45 Ìý Ìý 102 Ìý
Ìý Ìý Ìý Ìý Ìý Ìý
� � � � � � � �

Total liabilities

Ìý $ 456 Ìý $ 540 Ìý
Ìý Ìý Ìý Ìý Ìý Ìý
� � � � � � � �
� � � � � � � �
Ìý Ìý Ìý Ìý Ìý Ìý

ÌýÌýÌýÌýÌýÌýÌýÌýIn April 2011, Arabian Amines Company settled a dispute with its contractors and received an amount totaling $11Ìýmillion. Of this $11Ìýmillion settlement, $8Ìýmillion was related to damages incurred due to the delayed initial acceptance of the plant. This amount was recorded as other operating expense (income) in our consolidated statements of operations and included in cash flows from operating activities in our consolidated statements of cash flows. The remaining $3Ìýmillion of the settlement was received for the reimbursement of capital expenditures for work left unfinished by the contractors. This amount was included in cash flows from investing activities in our consolidated statements of cash flows.

ÌýÌýÌýÌýÌýÌýÌýÌýSasol-ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ had revenues and earnings of $116Ìýmillion and $7Ìýmillion, respectively, for the period from the date of consolidation to DecemberÌý31, 2011. If this consolidation had occurred on JanuaryÌý1, 2011, the approximate pro forma revenues (unaudited) attributable to our Company would have been $11,259Ìýmillion for 2011. There would have been no impact to the combined earnings attributable to us excluding a one-time noncash gain of approximately $12Ìýmillion recognized upon consolidation included in other operating expense (income) in our consolidated statements of operations. Upon consolidation we also recognized a one-time noncash income tax expense of approximately $2Ìýmillion.