Attached files
file | filename |
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8-K - FORM 8-K - LyondellBasell Industries N.V. | h83082e8vk.htm |
EX-99.1 - EX-99.1 - LyondellBasell Industries N.V. | h83082exv99w1.htm |
EX-23.1 - EX-23.1 - LyondellBasell Industries N.V. | h83082exv23w1.htm |
Table of Contents
Exhibit 99.2
LYONDELLBASELL
INDUSTRIES N.V.
TABLE OF
CONTENTS
F-1
Table of Contents
PART I.
FINANCIAL INFORMATION
LYONDELLBASELL INDUSTRIES N.V.
CONSOLIDATED STATEMENTS OF INCOME
Successor | Predecessor | |||||||
Three Months |
Three Months |
|||||||
Ended |
Ended |
|||||||
March 31, |
March 31, |
|||||||
2011 | 2010 | |||||||
Millions of dollars, except earnings per share
|
||||||||
Sales and other operating revenues:
|
||||||||
Trade
|
$ | 11,960 | $ | 9,606 | ||||
Related parties
|
292 | 149 | ||||||
12,252 | 9,755 | |||||||
Operating costs and expenses:
|
||||||||
Cost of sales
|
10,943 | 9,130 | ||||||
Selling, general and administrative expenses
|
211 | 217 | ||||||
Research and development expenses
|
33 | 41 | ||||||
11,187 | 9,388 | |||||||
Operating income
|
1,065 | 367 | ||||||
Interest expense
|
(163 | ) | (411 | ) | ||||
Interest income
|
8 | 2 | ||||||
Other expense, net
|
(43 | ) | (200 | ) | ||||
Income (loss) before equity investments, reorganization items
and income taxes
|
867 | (242 | ) | |||||
Income from equity investments
|
58 | 55 | ||||||
Reorganization items
|
(2 | ) | 207 | |||||
Income before income taxes
|
923 | 20 | ||||||
Provision for income taxes
|
263 | 12 | ||||||
Net income
|
660 | 8 | ||||||
Less: net loss attributable to non-controlling interests
|
3 | 2 | ||||||
Net income attributable to the Company
|
$ | 663 | $ | 10 | ||||
Earnings per share:
|
||||||||
Net income:
|
||||||||
Basic
|
$ | 1.16 | ||||||
Diluted
|
$ | 1.15 | ||||||
See Notes to the Consolidated Financial Statements.
F-2
Table of Contents
LYONDELLBASELL
INDUSTRIES N.V.
March 31, |
December 31, |
|||||||
2011 | 2010 | |||||||
Millions, except shares and par value data
|
||||||||
ASSETS
|
||||||||
Current Assets:
|
||||||||
Cash and cash equivalents
|
$ | 4,383 | $ | 4,222 | ||||
Accounts receivable:
|
||||||||
Trade, net
|
4,430 | 3,482 | ||||||
Related parties
|
334 | 265 | ||||||
Inventories
|
5,726 | 4,824 | ||||||
Prepaid expenses and other current assets
|
1,100 | 986 | ||||||
Total current assets
|
15,973 | 13,779 | ||||||
Property, plant and equipment, net
|
7,440 | 7,190 | ||||||
Investments and long-term receivables:
|
||||||||
Investment in PO joint ventures
|
444 | 437 | ||||||
Equity investments
|
1,586 | 1,587 | ||||||
Related party receivables
|
14 | 14 | ||||||
Other investments and long-term receivables
|
66 | 67 | ||||||
Goodwill
|
807 | 787 | ||||||
Intangible assets, net
|
1,344 | 1,360 | ||||||
Other assets
|
274 | 273 | ||||||
Total assets
|
$ | 27,948 | $ | 25,494 | ||||
LIABILITIES AND EQUITY
|
||||||||
Current liabilities:
|
||||||||
Current maturities of long-term debt
|
$ | 253 | $ | 4 | ||||
Short-term debt
|
51 | 42 | ||||||
Accounts payable:
|
||||||||
Trade
|
3,200 | 1,968 | ||||||
Related parties
|
899 | 793 | ||||||
Accrued liabilities
|
1,711 | 1,705 | ||||||
Deferred income taxes
|
246 | 244 | ||||||
Total current liabilities
|
6,360 | 4,756 | ||||||
Long-term debt
|
5,805 | 6,036 | ||||||
Other liabilities
|
2,043 | 2,183 | ||||||
Deferred income taxes
|
1,027 | 923 | ||||||
Commitment and contingencies Stockholders equity:
|
||||||||
Ordinary shares, 0.04 par value, 1,275 million
shares authorized, 568,014,056 and 565,676,222 shares
issued, respectively
|
30 | 30 | ||||||
Additional paid-in capital
|
9,932 | 9,837 | ||||||
Retained earnings
|
2,250 | 1,587 | ||||||
Accumulated other comprehensive income
|
460 | 81 | ||||||
Treasury stock, at cost, 1,133,141 and 1,122,651 class A
ordinary shares, respectively
|
(1 | ) | | |||||
Total Company share of stockholders equity
|
12,671 | 11,535 | ||||||
Non-controlling interests
|
42 | 61 | ||||||
Total equity
|
12,713 | 11,596 | ||||||
Total liabilities and equity
|
$ | 27,948 | $ | 25,494 | ||||
See Notes to the Consolidated Financial Statements.
F-3
Table of Contents
LYONDELLBASELL
INDUSTRIES N.V.
Successor | Predecessor | |||||||
Three Months |
Three Months |
|||||||
Ended |
Ended |
|||||||
March 31, |
March 31, |
|||||||
2011 | 2010 | |||||||
Millions, of dollars
|
||||||||
Cash flows from operating activities:
|
||||||||
Net income
|
$ | 660 | $ | 8 | ||||
Adjustments to reconcile net income to net cash provided by
(used in) operating activities Depreciation and amortization
|
215 | 424 | ||||||
Asset impairments
|
5 | 3 | ||||||
Amortization of debt-related costs
|
8 | 106 | ||||||
Equity investments
|
||||||||
Equity income
|
(58 | ) | (55 | ) | ||||
Distribution of earnings
|
96 | 13 | ||||||
Deferred income taxes
|
81 | (15 | ) | |||||
Reorganization items
|
2 | (207 | ) | |||||
Reorganization-related payments, net
|
| (87 | ) | |||||
Unrealized foreign currency exchange loss
|
3 | 202 | ||||||
Changes in assets and liabilities that provided (used) cash:
|
||||||||
Accounts receivable
|
(897 | ) | (480 | ) | ||||
Inventories
|
(799 | ) | (384 | ) | ||||
Accounts payable
|
1,264 | 122 | ||||||
Prepaid expenses and other current assets
|
(84 | ) | 158 | |||||
Other, net
|
(275 | ) | (181 | ) | ||||
Net cash provided by (used in) operating activities
|
221 | (373 | ) | |||||
Cash flows from investing activities:
|
||||||||
Expenditures for property, plant and equipment
|
(221 | ) | (139 | ) | ||||
Proceeds from disposal of assets
|
5 | | ||||||
Short-term investments
|
| 12 | ||||||
Net cash used in investing activities
|
(216 | ) | (127 | ) | ||||
Cash flows from financing activities:
|
||||||||
Shares issued upon exercise of warrants
|
37 | | ||||||
Repayments of
debtor-in-possession
term loan facility
|
| (3 | ) | |||||
Net borrowings under
debtor-in-possession
revolving credit facility
|
| 525 | ||||||
Net repayments on revolving credit facilities
|
| (3 | ) | |||||
Proceeds from short-term debt
|
| 8 | ||||||
Repayments of short-term debt
|
| (9 | ) | |||||
Repayments of long-term debt
|
| (9 | ) | |||||
Payments of debt issuance costs
|
| (13 | ) | |||||
Other, net
|
(9 | ) | (6 | ) | ||||
Net cash provided by financing activities
|
28 | 490 | ||||||
Effect of exchange rate changes on cash
|
128 | (11 | ) | |||||
Increase (decrease) in cash and cash equivalents
|
161 | (21 | ) | |||||
Cash and cash equivalents at beginning of period
|
4,222 | 558 | ||||||
Cash and cash equivalents at end of period
|
$ | 4,383 | $ | 537 | ||||
See Notes to the Consolidated Financial Statements.
F-4
Table of Contents
LYONDELLBASELL
INDUSTRIES N.V.
Accumulated |
Total |
|||||||||||||||||||||||||||||||
Additional |
Retained |
Other |
Stockholders |
Non- |
||||||||||||||||||||||||||||
Ordinary Shares |
Paid-In |
Earnings |
Comprehensive |
Equity |
Controlling |
Comprehensive |
||||||||||||||||||||||||||
Issued | Treasury | Capital | (Deficit) | Income (Loss) | (Deficit) | Interests | Income | |||||||||||||||||||||||||
Millions of dollars
|
||||||||||||||||||||||||||||||||
Balance, January 1, 2011
|
$ | 30 | $ | | $ | 9,837 | $ | 1,587 | $ | 81 | $ | 11,535 | $ | 61 | ||||||||||||||||||
Warrants exercised
|
| | 86 | | | 86 | | |||||||||||||||||||||||||
Shares purchased
|
| (1 | ) | | | | (1 | ) | | |||||||||||||||||||||||
Share-based compensation
|
| | 9 | | | 9 | | |||||||||||||||||||||||||
Net income (loss)
|
| | | 663 | | 663 | (3 | ) | $ | 660 | ||||||||||||||||||||||
Distributions to non- controlling interests
|
| | | | | | (21 | ) | | |||||||||||||||||||||||
Contributions from non- controlling interests
|
| | | | | | 5 | | ||||||||||||||||||||||||
Unrealized gain on
held-for-sale
securities held by equity investees
|
| | | | 1 | 1 | | 1 | ||||||||||||||||||||||||
Changes in unrecognized employee benefits gains and losses, net
of tax of less than $1
|
| | | | 2 | 2 | | 2 | ||||||||||||||||||||||||
Foreign currency translations, net of tax of $(1)
|
| | | | 376 | 376 | | 376 | ||||||||||||||||||||||||
Comprehensive income
|
$ | 1,039 | ||||||||||||||||||||||||||||||
Balance, March 31, 2011
|
$ | 30 | $ | (1 | ) | $ | 9,932 | $ | 2,250 | $ | 460 | $ | 12,671 | $ | 42 | |||||||||||||||||
See Notes to the Consolidated Financial Statements.
F-5
LYONDELLBASELL
INDUSTRIES N.V.
TABLE OF
CONTENTS
Page | ||||
F-8 | ||||
F-8 | ||||
F-9 | ||||
F-10 | ||||
F-10 | ||||
F-10 | ||||
F-11 | ||||
F-12 | ||||
F-13 | ||||
F-16 | ||||
F-20 | ||||
F-21 | ||||
F-21 | ||||
F-24 | ||||
F-26 | ||||
F-26 | ||||
F-28 | ||||
F-28 |
F-6
Table of Contents
LYONDELLBASELL
INDUSTRIES N.V.
NOTES TO
THE CONSOLIDATED FINANCIAL STATEMENTS
1. | Basis of Presentation |
LyondellBasell Industries N.V. is a limited liability company
(Naamloze Vennootschap) incorporated under Dutch law by
deed of incorporation dated October 15, 2009.
LyondellBasell Industries N.V. was formed to serve as the parent
holding company for certain subsidiaries of LyondellBasell
Industries AF S.C.A. (together with its subsidiaries,
LyondellBasell AF, the Predecessor
Company or the Predecessor) after completion
of proceedings under chapter 11
(chapter 11) of title 11 of the United
States Bankruptcy Code (the U.S. Bankruptcy
Code). LyondellBasell Industries AF S.C.A. and 93 of its
subsidiaries were debtors (the Debtors) in jointly
administered bankruptcy cases (the Bankruptcy Cases)
in the United States Bankruptcy Court in the Southern District
of New York (the Bankruptcy Court). As of
April 30, 2010 (the Emergence Date),
LyondellBasell Industries AF S.C.A.s equity interests in
its indirect subsidiaries terminated and LyondellBasell
Industries N.V. now owns and operates, directly and indirectly,
substantially the same business as LyondellBasell Industries AF
S.C.A. owned and operated prior to emergence from the Bankruptcy
Cases, which business includes subsidiaries of LyondellBasell
Industries AF S.C.A. that were not involved in the Bankruptcy
Cases. LyondellBasell Industries AF S.C.A. is no longer part of
the LyondellBasell group.
Effective May 1, 2010, we adopted fresh-start accounting
pursuant to ASC 852. Accordingly, the basis of the assets
and liabilities in LyondellBasell AFs financial statements
for periods prior to May 1, 2010 will not be comparable to
the basis of the assets and liabilities in the financial
statements prepared for LyondellBasell N.V. after emergence from
bankruptcy.
LyondellBasell Industries N.V., together with its consolidated
subsidiaries (collectively LyondellBasell N.V., the
Successor Company or the Successor), is
a worldwide manufacturer of chemicals and polymers, a refiner of
crude oil, a significant producer of gasoline blending
components and a developer and licensor of technologies for
production of polymers and other chemicals. When we use the
terms LyondellBasell N.V., the Successor
Company, the Successor, we,
us, our or similar words, unless the
context otherwise requires, we are referring to LyondellBasell
N.V. after April 30, 2010. References herein to the
Company for periods through April 30, 2010 are
to the Predecessor Company, LyondellBasell AF, and for periods
after the Emergence Date, to the Successor Company,
LyondellBasell N.V.
The accompanying consolidated financial statements are unaudited
and have been prepared from the books and records of
LyondellBasell N.V. after April 30, 2010 and LyondellBasell
AF for periods up to and including that date in accordance with
the instructions to
Form 10-Q
and
Rule 10-1
of
Regulation S-X
for interim financial information. Accordingly, they do not
include all of the information and notes required by generally
accepted accounting principles for complete financial
statements. In our opinion, all adjustments, consisting only of
normal recurring adjustments, considered necessary for a fair
presentation have been included. The results for interim periods
are not necessarily indicative of results for the entire year.
These consolidated financial statements should be read in
conjunction with the LyondellBasell N.V. consolidated financial
statements and notes thereto included in the LyondellBasell
Industries N.V. Annual Report on
Form 10-K
for the year ended December 31, 2010.
2. | Accounting and Reporting Changes |
Business Combinations In December 2010, the
FASB issued guidance related to ASC Topic 805, Business
Combinations, to clarify that if a public entity presents
comparative financial statements, the entity should disclose
pro-forma revenue and earnings of the combined entity as though
the business combination(s) that occurred during the current
year had occurred as of the beginning of the comparable prior
annual reporting period only. This guidance also expands the
supplemental pro forma disclosures to include a description of
the nature and amount of material, nonrecurring pro forma
adjustments directly attributable to the business combination
included in the reported pro forma revenue and earnings. This
guidance is effective prospectively for business combinations
for which the acquisition date is on or after the beginning of
the first
F-7
Table of Contents
LYONDELLBASELL
INDUSTRIES N.V.
NOTES TO
THE CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
2. | Accounting and Reporting Changes (Continued) |
annual reporting period beginning on or after December 15,
2010. Early adoption is permitted. Adoption of this amendment in
January 2011 did not have a material effect on our consolidated
financial statements.
Goodwill In December 2010, the FASB issued
guidance related to ASC Topic 350, Intangibles
Goodwill and Other, to require a company with reporting
units having a carrying amount of zero or less to perform Step 2
of the goodwill impairment test if it is more likely than not
that a goodwill impairment exists. This guidance is effective
for fiscal years, and interim periods within those years,
beginning on or after December 15, 2010. Adoption of this
amendment in January 2011 did not have a material effect on our
consolidated financial statements.
Revenue Recognition In October 2009, the FASB
ratified the consensus reached by its emerging issues task force
to require companies to allocate revenue in multiple-element
arrangements based on the estimated selling price of an element
if vendor-specific or other third-party evidence of value is not
available. The adoption of these changes, in January 2011, did
not have a material effect on our consolidated financial
statements.
Fair Value Measurement In January 2010, the
FASB issued additional guidance on improving disclosures
regarding fair value measurements. The guidance requires the
disclosure of the amounts of, and the rationale for, significant
transfers between Level 1 and Level 2 of the fair
value hierarchy, as well as the rationale for transfers in or
out of Level 3. In 2010, we adopted all of the amendments
regarding fair value measurements except for a requirement to
disclose information about purchases, sales, issuances, and
settlements in the reconciliation of recurring Level 3
measurements on a gross basis. The requirement to separately
disclose purchases, sales, issuances, and settlements of
recurring Level 3 measurements adopted in January 2011 did
not have a material impact on our consolidated financial
statements.
3. | Emergence from Chapter 11 Proceedings |
On April 23, 2010, the U.S. Bankruptcy Court confirmed
LyondellBasell AFs Third Amended and Restated Plan of
Reorganization and the Debtors emerged from chapter 11
protection on April 30, 2010. As of March 31, 2011,
approximately $94 million of priority and administrative
claims are accrued but have yet to be paid.
The Companys charges (credits) for reorganization items
were as follows:
For the Three Months Ended | ||||||||
Successor | Predecessor | |||||||
March 31, |
March 31, |
|||||||
|
2011 | 2010 | ||||||
Millions of dollars | ||||||||
Asset write-offs and rejected contracts
|
$ | | $ | 28 | ||||
Estimated claims
|
| (321 | ) | |||||
Professional fees
|
4 | 81 | ||||||
Employee severance costs
|
| (8 | ) | |||||
Plant closures costs
|
| 9 | ||||||
Other
|
(2 | ) | 4 | |||||
Total
|
$ | 2 | $ | (207 | ) | |||
Estimated claims in the above table include adjustments made to
reflect the Debtors estimated claims to be allowed.
F-8
Table of Contents
LYONDELLBASELL
INDUSTRIES N.V.
NOTES TO
THE CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
4. | Accounts Receivable |
Our allowance for doubtful accounts receivable, which is
reflected in the Consolidated Balance Sheets as a reduction of
accounts receivable, totaled $14 million and
$12 million at March 31, 2011 and December 31,
2010, respectively.
5. | Inventories |
Inventories consisted of the following components:
March 31, |
December 31, |
|||||||
|
2011 | 2010 | ||||||
Millions of dollars
|
||||||||
Finished goods
|
$ | 3,365 | $ | 3,127 | ||||
Work-in-process
|
376 | 230 | ||||||
Raw materials and supplies
|
1,985 | 1,467 | ||||||
Total inventories
|
$ | 5,726 | $ | 4,824 | ||||
6. | Property, Plant and Equipment, Goodwill, Intangibles and Other Assets |
The components of property, plant and equipment, at cost, and
the related accumulated depreciation were as follows:
March 31, |
December 31, |
|||||||
2011 | 2010 | |||||||
Millions of dollars
|
||||||||
Land
|
$ | 297 | $ | 286 | ||||
Manufacturing facilities and equipment
|
6,991 | 6,752 | ||||||
Construction in progress
|
746 | 569 | ||||||
Total property, plant and equipment
|
8,034 | 7,607 | ||||||
Less accumulated depreciation
|
(594 | ) | (417 | ) | ||||
Property, plant and equipment, net
|
$ | 7,440 | $ | 7,190 | ||||
In the first quarter 2011, we recognized $5 million of
impairment charges related to the carrying value of assets at
the Berre refinery. Capital spending required for the operation
of the Berre refinery will continue to be impaired until such
time as the discounted cash flow projections for the Berre
refinery are sufficient to recover the assets carrying
amount.
On February 25, 2010, based on the continued impact of
global economic conditions on polypropylene demand,
LyondellBasell AF announced a project to cease production, and
permanently shut down, its polypropylene plant at Terni, Italy.
LyondellBasell AF recognized charges of $23 million in cost
of sales related to plant and other closure costs in the first
quarter of 2010. In July 2010 the plant ceased production.
F-9
Table of Contents
LYONDELLBASELL
INDUSTRIES N.V.
NOTES TO
THE CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
6. | Property, Plant and Equipment, Goodwill, Intangibles and Other Assets (Continued) |
Depreciation and amortization expense is summarized as follows:
For the Three Months Ended | ||||||||
Successor |
Predecessor |
|||||||
March 31, |
March 31, |
|||||||
Millions of dollars
|
2011 | 2010 | ||||||
Property, plant and equipment
|
$ | 167 | $ | 378 | ||||
Investment in PO joint ventures
|
7 | 11 | ||||||
Emission allowances
|
18 | | ||||||
Various contracts
|
22 | | ||||||
Technology, patent and license costs
|
| 19 | ||||||
Software costs
|
1 | 9 | ||||||
Other
|
| 7 | ||||||
Total depreciation and amortization
|
$ | 215 | $ | 424 | ||||
Asset Retirement Obligations The liabilities
recognized for all asset retirement obligations were
$136 million and $132 million at March 31, 2011
and December 31, 2010, respectively.
7. | Investment in PO Joint Ventures |
We, together with Bayer AG and Bayer Corporation (collectively
Bayer), share ownership in a U.S. propylene
oxide (PO) manufacturing joint venture (the
U.S. PO Joint Venture) and a separate joint
venture for certain related PO technology. Bayers
ownership interest represents ownership of annual in-kind PO
production of the U.S. PO Joint Venture of 1.5 billion
pounds in 2010. We take in-kind the remaining PO production and
all co-product (styrene monomer (SM) or
styrene) and tertiary butyl ether (TBA)
production from the U.S. PO Joint Venture.
In addition, we and Bayer each have a 50% interest in a separate
manufacturing joint venture (the European PO Joint
Venture), which includes a world-scale PO/SM plant at
Maasvlakte near Rotterdam, The Netherlands. We and Bayer each
are entitled to 50% of the PO and SM production at the European
PO Joint Venture.
F-10
Table of Contents
LYONDELLBASELL
INDUSTRIES N.V.
NOTES TO
THE CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
7. | Investment in PO Joint Ventures (Continued) |
Changes in our investment in the U.S. and European PO joint
ventures for the three-month periods ended March 31, 2011
and 2010 are summarized as follows:
U.S. PO Joint |
European PO |
Total PO |
||||||||||
|
Venture | Joint Venture | Joint Ventures | |||||||||
Millions of dollars
|
||||||||||||
Successor
|
||||||||||||
Investments in PO joint ventures
|
||||||||||||
January 1, 2011
|
$ | 291 | $ | 146 | $ | 437 | ||||||
Cash contributions
|
| 5 | 5 | |||||||||
Depreciation and amortization
|
(5 | ) | (2 | ) | (7 | ) | ||||||
Effect of exchange rate changes
|
| 9 | 9 | |||||||||
Investments in PO joint ventures March 31, 2011
|
$ | 286 | $ | 158 | $ | 444 | ||||||
Predecessor
|
||||||||||||
Investments in PO joint ventures January 1, 2010
|
$ | 533 | $ | 389 | $ | 922 | ||||||
Return of investment
|
| (3 | ) | (3 | ) | |||||||
Depreciation and amortization
|
(10 | ) | (5 | ) | (15 | ) | ||||||
Effect of exchange rate changes
|
| (24 | ) | (24 | ) | |||||||
Investments in PO joint ventures March 31, 2010
|
$ | 523 | $ | 357 | $ | 880 | ||||||
8. | Equity Investments |
The changes in equity investments were as follows:
For the Three Months Ended | ||||||||
Successor | Predecessor | |||||||
March 31, |
March 31, |
|||||||
2011 | 2010 | |||||||
Millions of dollars
|
||||||||
Beginning balance
|
$ | 1,587 | $ | 1,085 | ||||
Income from equity investments
|
58 | 55 | ||||||
Dividends received
|
(103 | ) | (13 | ) | ||||
Contributions to joint venture
|
| 5 | ||||||
Currency exchange effects
|
44 | (13 | ) | |||||
Other
|
| 6 | ||||||
Ending balance
|
$ | 1,586 | $ | 1,125 | ||||
F-11
Table of Contents
LYONDELLBASELL
INDUSTRIES N.V.
NOTES TO
THE CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
8. | Equity Investments (Continued) |
Summarized income statement information and our share for the
periods for which the respective equity investments were
accounted for under the equity method is set forth below:
For the Three Months Ended | ||||||||||||||||
Successor | Predecessor | |||||||||||||||
March 31, 2011 | March 31, 2010 | |||||||||||||||
Company |
Company |
|||||||||||||||
Millions of dollars
|
100% | Share | 100% | Share | ||||||||||||
Revenues
|
$ | 3,587 | $ | 1,239 | $ | 2,338 | $ | 744 | ||||||||
Cost of sales
|
(2,727 | ) | (998 | ) | (2,035 | ) | (653 | ) | ||||||||
Gross profit
|
860 | 241 | 303 | 91 | ||||||||||||
Net operating expenses
|
(541 | ) | (143 | ) | (63 | ) | (21 | ) | ||||||||
Operating income
|
319 | 98 | 240 | 70 | ||||||||||||
Interest income
|
| | 7 | 3 | ||||||||||||
Interest expense
|
(58 | ) | (16 | ) | (37 | ) | (12 | ) | ||||||||
Foreign currency translation
|
(39 | ) | (10 | ) | 22 | 10 | ||||||||||
Income from equity investments
|
10 | 3 | 1 | | ||||||||||||
Income before income taxes
|
232 | 75 | 233 | 71 | ||||||||||||
Provision for income taxes
|
53 | 17 | 51 | 16 | ||||||||||||
Net income
|
$ | 179 | $ | 58 | $ | 182 | $ | 55 | ||||||||
A joint venture of ours is in default under its financing
arrangement due to a delay in the
start-up of
its assets and as a result of LyondellBasell AFs voluntary
filing for relief under chapter 11 of the
U.S. Bankruptcy Code on April 24, 2009. The parties
are currently negotiating in good faith to resolve the default
and at present there is no evidence that such negotiations will
not be concluded successfully or that the resolution of this
matter will have a material adverse impact on our operations or
liquidity.
9. | Debt |
Long-term loans, notes and other long-term debt consisted of the
following:
March 31, |
December 31, |
|||||||
2011 | 2010 | |||||||
Millions of dollars
|
||||||||
Bank credit facilities:
|
||||||||
Senior Term Loan Facility due 2016
|
$ | 5 | $ | 5 | ||||
Senior Secured Notes due 2017, $2,250 million, 8.0%
|
2,025 | 2,025 | ||||||
Senior Secured Notes due 2017, 375 million, 8.0%
|
480 | 452 | ||||||
Senior Secured Notes due 2018, $3,240 million, 11.0%
|
3,240 | 3,240 | ||||||
Guaranteed Notes, due 2027
|
300 | 300 | ||||||
Other
|
8 | 18 | ||||||
Total
|
6,058 | 6,040 | ||||||
Less current maturities
|
(253 | ) | (4 | ) | ||||
Long-term debt
|
$ | 5,805 | $ | 6,036 | ||||
F-12
Table of Contents
LYONDELLBASELL
INDUSTRIES N.V.
NOTES TO
THE CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
9. | Debt (Continued) |
Short-term loans, notes and other short-term debt consisted of
the following:
March 31, |
December 31, |
|||||||
Millions of dollars
|
2011 | 2010 | ||||||
$1,750 million Senior Secured Asset-Based
|
||||||||
Revolving Credit Agreement
|
$ | | $ | | ||||
Financial payables to equity investees
|
11 | 11 | ||||||
Other
|
40 | 31 | ||||||
Total short-term debt
|
$ | 51 | $ | 42 | ||||
Senior Secured 8% Notes On April 8,
2010, LBI Escrow issued $2,250 million of 8% senior
secured notes due 2017 and 375 million of senior
secured notes due 2017, (collectively, the Senior Secured
8% Notes). On April 30, 2010, Lyondell Chemical
Company (Lyondell Chemical) was merged with and
replaced LBI Escrow as issuer of the Senior Secured
8% Notes.
The Senior Secured 8% Notes are jointly and severally, and
fully and unconditionally guaranteed by LyondellBasell N.V. and,
subject to certain exceptions, each existing and future wholly
owned U.S. restricted subsidiary of LyondellBasell N.V.
(other than Lyondell Chemical, as issuer), other than any such
subsidiary that is a subsidiary of a
non-U.S. subsidiary
(the Subsidiary Guarantors and, together with
LyondellBasell N.V., the Guarantors).
In December 2010, we redeemed $225 million of the dollar
denominated and 37.5 ($52 million) million
of the Euro denominated senior secured 8% notes at a
redemption price of 103% of par. In May 2011, we redeemed an
additional $203 million of 8% senior secured dollar
notes and 34 million ($48 million) of
8% senior secured Euro notes due 2017 at a redemption price
of 103% of par. These amounts are classified as current
maturities of long-term debt on the Consolidated Balance Sheet
for March 31, 2011.
The Senior Secured 8% Notes are redeemable by Lyondell
Chemical (i) prior to maturity at specified redemption
premium percentages according to the date the notes are redeemed
or (ii) from time to time at a redemption price of 100% of
such principal amount plus an applicable premium as calculated
pursuant to a formula.
In addition, Lyondell Chemical has the option to redeem up to
10% of the outstanding Senior Secured 8% Notes annually
prior to May 1, 2013 at a redemption price equal to 103% of
such notes principal amount. Also prior to May 1,
2013, Lyondell Chemical has the option to redeem up to 35% of
the original aggregate principal amount of the Senior Secured
8% Notes at a redemption price of 108% of such principal
amount, with the net proceeds of one or more equity offerings,
provided that (i) at least 50% of the original aggregate
principal amount remains outstanding immediately after such
redemption and (ii) the redemption occurs within
90 days of the closing of the equity offering. The value of
this embedded derivative is nominal.
Senior Secured 11% Notes On the
Emergence Date, Lyondell Chemical issued $3,240 million of
Senior Secured 11% Notes, replacing the DIP
Roll-up
Notes that had been issued in January 2009 as part of the
Debtors
debtor-in-possession
financing.
The Senior Secured 11% Notes are guaranteed by the same
Guarantors that support the Senior Secured 8% Notes, the
Senior Term Loan Facility and the U.S. ABL Facility. The
Senior Secured 11% Notes are secured by the same security
package as the Senior Secured 8% Notes, the Senior Term
Loan Facility and the U.S. ABL Facility on a third priority
basis and bear interest at a rate equal to 11%.
F-13
Table of Contents
LYONDELLBASELL
INDUSTRIES N.V.
NOTES TO
THE CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
9. | Debt (Continued) |
The Senior Secured 11% Notes are redeemable by Lyondell
Chemical (i) at par on or after May 1, 2013 and
(ii) from time to time at a redemption price of 100% of
such principal amount plus an applicable premium as calculated
pursuant to a formula.
In addition, Lyondell Chemical has the option to redeem up to
35% of the original aggregate principal amount of the Senior
Secured 11% Notes at a redemption price of 111% of such
principal amount, with the net proceeds of one or more equity
offerings, provided that (i) at least 50% of the original
aggregate principal amount remains outstanding immediately after
such redemption and (ii) the redemption occurs within
90 days of the closing of the equity offering. The value of
this embedded derivative is nominal.
Registration Rights Agreements In connection
with the issuance of the Senior Secured 8% Notes and the
Senior Secured 11% Notes (collectively, the Senior
Secured Notes), we entered into certain registration
rights agreements. The agreements require us to
(i) exchange the Senior Secured 8% Notes for notes
with substantially identical terms, except that the new notes
will be registered with the SEC under the Securities Act of
1933, as amended, and will therefore be free of any transfer
restrictions and (ii) register for resale the senior
secured 11% notes held by the parties to the agreement
related to those notes. The registration rights agreements
require registration statements for the exchange or resale, as
applicable, to be effective with the SEC by May 3, 2011,
which has not occurred. As a result, beginning May 4, 2011,
we are subject to penalties in the form of increased interest
rates. The interest penalties are 0.25% per annum for each
series of notes for the first 90 days that the registration
statements are not effective, increasing by an additional 0.25%
per annum for each additional 90 days, up to a maximum of
1.00% per annum. We currently cannot estimate the amount of
penalties that we will ultimately pay, as we cannot estimate
when the registration statements will become effective.
Senior Term Loan Facility On April 8,
2010, LBI Escrow borrowed $500 million under a new
six-year, $500 million senior term loan facility (the
Senior Term Loan Facility) and received proceeds,
net of discount, of $495 million.
Borrowings under the Senior Term Loan Facility will bear
interest at either (a) a LIBOR rate adjusted for certain
additional costs or (b) a base rate determined by reference
to the highest of the administrative agents prime rate,
the federal funds effective rate plus 0.5%, or one-month LIBOR
plus 1.0% (the Base Rate), in each case plus an
applicable margin.
The Senior Term Loan Facility is guaranteed, jointly and
severally, and fully and unconditionally, on a senior secured
basis, initially by the Guarantors.
In 2010, we made payments under the Senior Term Loan Facility
totaling $495 million, including a $1 million
mandatory quarterly amortization payment in September 2010 and
$494 million in December 2010. The payment in December 2010
satisfied all future amortization payments under the loan.
In March 2011, we amended and restated our Senior Secured Term
Loan Agreement to, among other things, change the administrative
agent and to modify the term of the agreement and certain
restrictive covenants. This amended and restated agreement
matures in April 2014.
U.S. ABL Facility On April 8, 2010,
Lyondell Chemical completed the financing of a four-year,
$1,750 million U.S. asset-based facility
(U.S. ABL Facility), which may be used for
advances or to issue up to $700 million of letters of
credit. Borrowings under the U.S. ABL Facility bear
interest at the Base Rate or LIBOR, plus an applicable margin,
and the lenders are paid a commitment fee on the average daily
unused commitments.
At March 31, 2011, and December 31, 2010, there were
no borrowings outstanding under the U.S. ABL facility and
outstanding letters of credit totaled $362 million and
$370 million, respectively. Pursuant to the
F-14
Table of Contents
LYONDELLBASELL
INDUSTRIES N.V.
NOTES TO
THE CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
9. | Debt (Continued) |
U.S. ABL facility, Lyondell Chemical could, subject to a
borrowing base, borrow up to $1,388 million. The borrowing
base is determined using formulae applied to accounts receivable
and inventory balances, and is reduced to the extent of
outstanding letters of credit and advances under the facility.
Advances under this facility are available to our subsidiaries,
Lyondell Chemical, Equistar Chemicals LP (Equistar),
Houston Refining LP, or LyondellBasell Acetyls LLC.
Obligations under the U.S. ABL Facility are guaranteed
jointly and severally, and fully and unconditionally, on a
senior secured basis, by the Guarantors (except, in the case of
any Guarantor that is a borrower under the facility, to the
extent of its own obligations in its capacity as a borrower).
Guaranteed Notes due 2027 We have outstanding
fixed interest rate Guaranteed Notes of $300 million with a
maturity date of March 15, 2027. The interest rate is 8.1%
and the interest payment dates are September 15 and
March 15.
The Guaranteed Notes are guaranteed by LyondellBasell Industries
Holdings B.V., a subsidiary of LyondellBasell N.V.
Receivables securitization programs In May
2010 we entered into a three-year European securitization
facility. Transfers of accounts receivable under this program do
not qualify as sales; therefore, the transferred accounts
receivable and the proceeds received through such transfers are
included in Trade receivables, net, and Short-term debt in the
Consolidated Balance Sheets. The lenders receive a commitment
fee on unused commitments. There were no outstanding balances
under this facility at March 31, 2011 and December 31,
2010.
Other In the three months ended
March 31, 2011 and 2010, amortization of debt premiums and
debt issuance costs resulted in amortization expense of
$8 million and $106 million, respectively, that was
included in interest expense in the Consolidated Statements of
Income.
At March 31 2011 and 2010, our weighted average interest rates
on outstanding short-term debt was 3.8% and 8.9%, respectively.
10. | Financial Instruments and Derivatives |
Cash Concentration Our cash equivalents are
placed in high-quality commercial paper, money market funds and
time deposits with major international banks and financial
institutions.
Market Risks We are exposed to market risks,
such as changes in commodity pricing, currency exchange rates
and interest rates. To manage the volatility related to these
exposures, we selectively enter into derivative transactions
pursuant to our policies. Designation of the derivatives as
fair-value or cash-flow hedges is performed on a specific
exposure basis. Hedge accounting may or may not be elected with
respect to certain short-term exposures. The changes in fair
value of these hedging instruments are offset in part or in
whole by corresponding changes in the fair value or cash flows
of the underlying exposures being hedged.
Commodity Prices We are exposed to commodity
price volatility related to anticipated purchases of natural
gas, crude oil and other raw materials and sales of our
products. We selectively use commodity swap, option, and futures
contracts with various terms to manage the volatility related to
these risks. Such contracts are generally limited to durations
of one year or less. Cash-flow hedge accounting may be elected
for these derivative transactions. In cases, when the duration
of a derivative is short, hedge accounting generally would not
be elected. When hedge accounting is not elected, the changes in
fair value of these instruments will be recorded in earnings.
When hedge accounting is elected, gains and losses on these
instruments will be deferred in accumulated other comprehensive
income (AOCI), to the extent that the hedge remains
effective, until the underlying transaction is recognized in
earnings.
F-15
Table of Contents
LYONDELLBASELL
INDUSTRIES N.V.
NOTES TO
THE CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
10. | Financial Instruments and Derivatives (Continued) |
The Company entered into futures contracts with respect to sales
of gasoline and heating oil. These futures transactions were not
designated as hedges, and the changes in the fair value of the
futures contracts were recognized in earnings. In the three
months ended March 31, 2011, we settled futures positions
for gasoline and heating oil of 119 million gallons and
157 million gallons, respectively, resulting in net gains
of $1 million and $5 million, respectively. At
March 31, 2011, futures contracts for 9 million
gallons of gasoline and heating oil in the notional amount of
$29 million, maturing in May 2011, were outstanding. The
fair values, based on quoted market prices, resulted in a net
receivable of less than $1 million at March 31, 2011
and a net payable of $1 million at December 31, 2010.
We also entered into futures contracts during the three months
ended March 31, 2011 with respect to purchases of butane
and sales of gasoline. These futures transactions were not
designated as hedges. At March 31, 2011, futures contracts
for 6 million gallons of butane and 6 million gallons
of gasoline in the notional amounts of $12 million and
$18 million, respectively, maturing in October, November
and December 2011, were outstanding. The fair values, based on
quoted market prices, resulted in a net payable of less than
$1 million at March 31, 2011.
Foreign Currency Rates We have significant
operations in several countries of which functional currencies
are primarily the U.S. dollar for U.S. operations and
the Euro for operations in Europe. We enter into transactions
denominated in other than our functional currency and the
functional currencies of our subsidiaries and are, therefore,
exposed to foreign currency risk on receivables and payables. We
maintain risk management control systems intended to monitor
foreign currency risk attributable to both the outstanding
foreign currency balances and future commitments. The risk
management control systems involve the centralization of foreign
currency exposure management, the offsetting of exposures and
the estimating of expected impacts of changes in foreign
currency rates on our earnings. We enter into foreign currency
forward contracts to reduce the effects of our net currency
exchange exposures. At March 31, 2011, foreign currency
forward contracts in the notional amount of $179 million,
maturing in April 2011, were outstanding. The fair values, based
on quoted market exchange rates, resulted in net payables of
$1 million at both March 31, 2011 and
December 31, 2010.
For forward contracts that economically hedge recognized
monetary assets and liabilities in foreign currencies, no hedge
accounting is applied. Changes in the fair value of foreign
currency forward contracts are reported in the Consolidated
Statements of Income and offset the currency exchange results
recognized on the assets and liabilities.
Foreign Currency Gain (Loss) Other income,
net, in the Consolidated Statements of Income reflected a gain
of $10 million for the three months ended March 31,
2011 and losses of $203 million for the three months ended
March 31, 2010.
Warrants As of March 31, 2011, we have
warrants outstanding to purchase 9,159,586 ordinary shares at an
exercise price of $15.90 per ordinary share. As of
December 31, 2010 we had 11,508,104 warrants outstanding.
The warrants have anti-dilution protection for in-kind stock
dividends, stock splits, stock combinations and similar
transactions and may be exercised at any time during the period
from April 30, 2010 to the close of business on
April 30, 2017. Upon an affiliate change of control, the
holders of the warrants may put the warrants to LyondellBasell
N.V. requiring cash settlement at a price equal to, as
applicable, the
in-the-money
value of the warrants or the Black-Scholes value of the
warrants. The warrants are classified as a liability and are
recorded at fair value at the end of each reporting period.
The fair value of each warrant granted is estimated based on
quoted market price as of March 31, 2011. The fair values
of the warrants were determined to be $225 million and
$215 million at March 31, 2011 and December 31,
2010, respectively.
F-16
Table of Contents
LYONDELLBASELL
INDUSTRIES N.V.
NOTES TO
THE CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
10. | Financial Instruments and Derivatives (Continued) |
The following table summarizes derivative financial instruments
outstanding as of March 31, 2011 and December 31, 2010
that are measured at fair value on a recurring basis and the
bases used to determine their fair value in the consolidated
balance sheets.
Quoted Prices |
||||||||||||||||||||
in Active |
Significant |
|||||||||||||||||||
Markets for |
Other |
Significant |
||||||||||||||||||
Identical |
Observable |
Unobservable |
||||||||||||||||||
Notional |
Assets |
Inputs |
Inputs |
|||||||||||||||||
Amount | Total | (Level 1) | (Level 2) | (Level 3) | ||||||||||||||||
Millions of dollars
|
||||||||||||||||||||
March 31, 2011:
|
||||||||||||||||||||
Liabilities at fair value:
|
||||||||||||||||||||
Derivatives:
|
||||||||||||||||||||
Commodities
|
$ | 59 | $ | | $ | | $ | | $ | | ||||||||||
Warrants
|
146 | 225 | 225 | | | |||||||||||||||
Foreign currency
|
179 | 1 | | 1 | | |||||||||||||||
$ | 384 | $ | 226 | $ | 225 | $ | 1 | $ | | |||||||||||
December 31, 2010:
|
||||||||||||||||||||
Liabilities at fair value:
|
||||||||||||||||||||
Derivatives:
|
||||||||||||||||||||
Gasoline and heating oil
|
$ | 70 | $ | 1 | $ | | $ | 1 | $ | | ||||||||||
Warrants
|
183 | 215 | 215 | | | |||||||||||||||
Foreign currency
|
93 | 1 | | 1 | | |||||||||||||||
$ | 346 | $ | 217 | $ | 215 | $ | 2 | $ | | |||||||||||
The fair value of all non-derivative financial instruments
included in current assets, including cash and cash equivalents
and accounts receivable, and accounts payable, approximated the
applicable carrying value due to the short maturity of those
instruments.
There were no financial instruments measured on a recurring
basis using level 3 inputs during the three months ended
March 31, 2011 and 2010.
The following table provides the fair value of derivative
instruments and their balance sheet classifications:
Balance Sheet |
March 31, |
March 31, |
||||||||
Classification
|
2011 | 2010 | ||||||||
Millions of dollars
|
||||||||||
Fair Value of Derivative Instruments Liability Derivatives
|
||||||||||
Not designated as hedges:
|
||||||||||
Warrants
|
Accrued liabilities | $225 | $ | 215 | ||||||
Foreign currency
|
Accrued liabilities | 1 | 1 | |||||||
Commodities
|
Accrued liabilities | | 1 | |||||||
$226 | $ | 217 | ||||||||
F-17
Table of Contents
LYONDELLBASELL
INDUSTRIES N.V.
NOTES TO
THE CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
10. | Financial Instruments and Derivatives (Continued) |
The following table summarizes the pretax effect of derivative
instruments charged directly to income:
Effect of Financial Instruments for the Three Months Ended | ||||||||||||||
March 31, 2011 | ||||||||||||||
Gain (Loss) |
Additional |
|||||||||||||
Gain (Loss) |
Reclassified |
Gain (Loss) |
||||||||||||
Recognized |
from AOCI |
Recognized |
Income Statement |
|||||||||||
in AOCI | to Income | in Income |
Classification
|
|||||||||||
Millions of dollars
|
||||||||||||||
Derivatives not designated as hedges:
|
||||||||||||||
Warrants
|
$ | | $ | | $ | (59 | ) |
Other income (expense), net |
||||||
Commodities
|
| | 6 | Cost of sales | ||||||||||
Foreign currency
|
| | (2 | ) |
Other income (expense), net |
|||||||||
$ | | $ | | $ | (55 | ) | ||||||||
March 31, 2010 | ||||||||||||||
Gain (Loss) |
Additional |
|||||||||||||
Gain (Loss) |
Reclassified |
Gain (Loss) |
||||||||||||
Recognized |
from AOCI |
Recognized |
Income Statement |
|||||||||||
in AOCI | to Income | in Income | Classification | |||||||||||
Millions of dollars
|
||||||||||||||
Derivatives designated as cash-flow hedges:
|
||||||||||||||
Interest rate
|
$ | | $ | (13 | ) | $ | | Interest expense | ||||||
Derivatives not designated as hedges:
|
||||||||||||||
Commodities
|
| | 5 | Cost of sales | ||||||||||
Foreign currency
|
| | 5 |
Other income (expense), net |
||||||||||
| | 10 | ||||||||||||
$ | | $ | (13 | ) | $ | 10 | ||||||||
The carrying value and the estimated fair value of the
Companys non-derivative financial instruments are shown in
the table below:
March 31, 2011 | December 31, 2010 | |||||||||||||||
Carrying |
Fair |
Carrying |
Fair |
|||||||||||||
Value | Value | Value | Value | |||||||||||||
Short and long-term debt, including current maturities
|
$ | 6,106 | $ | 6,766 | $ | 6,079 | $ | 6,819 | ||||||||
F-18
Table of Contents
LYONDELLBASELL
INDUSTRIES N.V.
NOTES TO
THE CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
10. | Financial Instruments and Derivatives (Continued) |
The following table summarizes the bases used to measure certain
liabilities at fair value on a recurring basis, which are
recorded at historical cost or amortized cost, in the
consolidated balance sheet:
Fair Value Measurement | ||||||||||||||||||||
Quoted prices |
Significant |
|||||||||||||||||||
Carrying |
in active |
other |
Significant |
|||||||||||||||||
Value |
Fair Value |
markets for |
observable |
unobservable |
||||||||||||||||
March 31, |
March 31, |
identical assets |
inputs |
inputs |
||||||||||||||||
2011 | 2011 | (Level 1) | (Level 2) | (Level 3) | ||||||||||||||||
Millions of dollars
|
||||||||||||||||||||
Short term and long-term debt, including current maturities
|
$ | 6,106 | $ | 6,766 | $ | | $ | 6,721 | $ | 45 | ||||||||||
For liabilities classified as Level 1, the fair value is
measured using quoted prices in active markets. The total fair
value is either the price of the most recent trade at the time
of the market close or the official close price, as defined by
the exchange in which the asset is most actively traded on the
last trading day of the period, multiplied by the number of
units held without consideration of transaction costs. For
liabilities classified as Level 2, fair value is based on
the price a market participant would pay for the security,
adjusted for the terms specific to that asset and liability.
Broker quotes were obtained from well established and recognized
vendors of market data for debt valuations. The inputs for
liabilities classified as Level 3 reflect our assessment of
the assumptions that a market participant would use in
determining the price of the asset or liability, including our
liquidity risk at March 31, 2011.
The fair values of Level 3 instruments are determined using
pricing data similar to that used in Level 2 financial
instruments described above, and reflect adjustments for less
liquid markets or longer contractual terms. For these
Level 3 financial instruments, pricing data obtained from
third party pricing sources is adjusted for the liquidity of the
underlying over the contractual terms to develop an estimated
price that market participants would use. Our valuation of these
instruments considers specific contractual terms, present value
concepts and other internal assumptions related to
(i) contract maturities that extend beyond the periods in
which quoted market prices are available; (ii) the
uniqueness of the contract terms; and (iii) our
creditworthiness or that of our counterparties (adjusted for
collateral related to our asset positions). Based on our
calculations, we expect that a significant portion of other
debts will react in a generally proportionate manner to changes
in the benchmark interest rate. Accordingly, these financial
instruments are fair valued at par and are classified as
Level 3.
11. | Pension and Other Postretirement Benefits |
Net periodic pension benefits included the following cost
components for the three months ended March 31:
Successor | Predecessor | |||||||||||||||
2011 | 2010 | |||||||||||||||
U.S. | Non-U.S. | U.S. | Non-U.S. | |||||||||||||
Millions of dollars
|
||||||||||||||||
Service cost
|
$ | 11 | $ | 9 | $ | 11 | $ | 9 | ||||||||
Interest cost
|
23 | 12 | 23 | 13 | ||||||||||||
Expected return on plan assets
|
(26 | ) | (7 | ) | (24 | ) | (7 | ) | ||||||||
Curtailments and settlements loss
|
| 2 | | | ||||||||||||
Amortization
|
| | 3 | | ||||||||||||
Net periodic pension benefit costs
|
$ | 8 | $ | 16 | $ | 13 | $ | 15 | ||||||||
F-19
Table of Contents
LYONDELLBASELL
INDUSTRIES N.V.
NOTES TO
THE CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
11. | Pension and Other Postretirement Benefits (Continued) |
Net periodic other postretirement benefits included the
following cost components for the three months ended March 31:
Successor | Predecessor | |||||||||||||||
2011 | 2010 | |||||||||||||||
U.S. | Non-U.S. | U.S. | Non-U.S. | |||||||||||||
Millions of dollars
|
||||||||||||||||
Service cost
|
$ | 4 | $ | 2 | $ | 1 | $ | | ||||||||
Interest cost
|
4 | | 4 | | ||||||||||||
Amortization
|
| | (2 | ) | | |||||||||||
Net periodic benefit costs
|
$ | 8 | $ | 2 | $ | 3 | $ | | ||||||||
Employees in the U.S. are eligible to participate in
defined contribution plans (Employee Savings Plans)
by contributing a portion of their compensation. We match a part
of the employees contribution
12. | Income Taxes |
Our effective income tax rate for the first quarter 2011 was
28.5% resulting in tax expense of $263 million on pretax
income of $923 million. The 2011 effective income tax rate
was lower than the statutory 35% rate primarily due to the
effect of pretax income in countries with lower statutory tax
rates and tax deductible foreign currency losses which were
partially offset by the non-deductible accrual of expense
related to stock warrants. LyondellBasell AFs effective
income tax rate for the first quarter 2010 was 60% resulting in
tax expense of $12 million on pretax income of
$20 million. The 2010 effective income tax rate was higher
than the statutory 35% rate primarily due to the effects of
non-deductible costs relating to the voluntary filings of
petitions for relief under chapter 11 of the
U.S. Bankruptcy Code, and to the recognition of valuation
allowances established to reduce deferred tax assets not
expected to be realized. The higher effective tax rate over
statutory rate was partially offset by tax exempt income in
jurisdictions other than the U.S.
13. | Commitments and Contingencies |
Commitments We have various purchase
commitments for materials, supplies and services incident to the
ordinary conduct of business, generally for quantities required
for its businesses and at prevailing market prices. These
commitments are designed to assure sources of supply and are not
expected to be in excess of normal requirements. Our capital
expenditure commitments at March 31, 2011 were in the
normal course of business.
Financial Assurance Instruments We have
obtained letters of credit, performance and surety bonds and
have issued financial and performance guarantees to support
trade payables, potential liabilities and other obligations.
Considering the frequency of claims made against the financial
instruments we use to support our obligations, and the magnitude
of those financial instruments in light of our current financial
position, management does not expect that any claims against or
draws on these instruments would have a material adverse effect
on our consolidated financial statements. We have not
experienced any unmanageable difficulty in obtaining the
required financial assurance instruments for our current
operations.
Environmental Remediation Our accrued
liability for future environmental remediation costs at current
and former plant sites and other remediation sites totaled
$113 million and $107 million as of March 31,
2011 and December 31, 2010, respectively. At March 31,
2011, the accrued liabilities for individual sites range from
less than $1 million to $39 million. The remediation
expenditures are expected to occur over a number of years, and
not to be concentrated in any single year. In our opinion, it is
reasonably possible that losses in excess of the liabilities
recorded may have been incurred. However, we cannot estimate any
amount or range
F-20
Table of Contents
LYONDELLBASELL
INDUSTRIES N.V.
NOTES TO
THE CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
13. | Commitments and Contingencies (Continued) |
of such possible additional losses. New information about sites,
new technology or future developments such as involvement in
investigations by regulatory agencies, could require us to
reassess our potential exposure related to environmental matters.
The following table summarizes the activity in the
Companys accrued environmental liability included in
Accrued liabilities and Other
liabilities:
For the Three Months Ended | ||||||||
Successor | Predecessor | |||||||
Millions of dollars
|
March 31, 2011 | March 31, 2010 | ||||||
Balance at beginning of period
|
$ | 107 | $ | 89 | ||||
Additional provisions
|
4 | | ||||||
Amounts paid
|
(3 | ) | (1 | ) | ||||
Foreign exchange effects
|
5 | (4 | ) | |||||
Balance at end of period
|
$ | 113 | $ | 84 | ||||
Litigation and Other Matters On
April 12, 2005, BASF Corporation (BASF) filed a
lawsuit against Lyondell Chemical in the Superior Court of New
Jersey, Morris County, asserting various claims relating to
alleged breaches of a propylene oxide toll manufacturing
contract and seeking damages in excess of $100 million.
Lyondell Chemical denied breaching the contract and argued that
at most it owed BASF $22.5 million, which it has paid. On
August 13, 2007, a jury returned a verdict in favor of BASF
in the amount of approximately $170 million (inclusive of
the $22.5 million refund). On October 3, 2007, the
judge in the state court case determined that prejudgment
interest on the verdict amounted to $36 million and issued
a final judgment. Lyondell Chemical appealed the judgment and
has posted an appeal bond, which is collateralized by a
$200 million letter of credit.
On April 21, 2010, oral arguments in the appeal were held
before the Appellate Division and, on December 28, 2010,
the judgment was reversed and the case was remanded. The parties
have filed motions with the Bankruptcy Court for a determination
as to whether the case will proceed in the Bankruptcy Court or
New Jersey state court. We do not expect the ultimate resolution
of this matter to have a material adverse effect on our
consolidated financial position, or liquidity, although any such
resolution may have a material adverse effect on our results of
operation for any period in which a resolution occurs.
On December 20, 2010, one of our subsidiaries received
demand letters from affiliates of Access Industries, a more than
five percent shareholder of the Company. We conducted an initial
investigation of the facts underlying the demand letters and
engaged in discussions with Access. We requested that Access
withdraw its demands with prejudice and, and on January 17,
2011, Access declined to withdraw the demands, with or without
prejudice.
Specifically, Access affiliates Nell Limited (Nell)
and BI S.ïa.r.l. (BI) have demanded that
LyondellBasell Industries Holdings B.V., a wholly owned
subsidiary of the Company (LBIH), indemnify them and
their shareholders, members, affiliates, officers, directors,
employees and other related parties for all losses, including
attorneys fees and expenses, arising out of a pending
lawsuit styled Edward S. Weisfelner, as Litigation Trustee of
the LB Litigation Trust v. Leonard Blavatnik, et al.,
Adversary Proceeding
No. 09-1375
(REG), in the United States Bankruptcy Court, Southern District
of New York.
In the Weisfelner lawsuit, the plaintiffs seek to recover
damages from numerous parties, including Nell, Access and its
affiliates. The damages sought from Nell, Access and its
affiliates include, among other things, the return of all
amounts earned by them related to their acquisition of shares of
Lyondell Chemical prior to its acquisition by Basell AF S.C.A.
in December 2007, distributions by Basell AF S.C.A. to its
shareholders
F-21
Table of Contents
LYONDELLBASELL
INDUSTRIES N.V.
NOTES TO
THE CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
13. | Commitments and Contingencies (Continued) |
before it acquired Lyondell Chemical, and management and
transaction fees and expenses. We cannot at this time determine
the amount of liability, if any, that may be sought from LBIH by
way of indemnity if a judgment is rendered or a settlement is
paid in the Weisfelner lawsuit or other related
litigation.
Nell and BI have also demanded that LBIH pay $50 million in
management fees for 2009 and 2010 and that LBIH pay other
unspecified amounts relating to advice purportedly given in
connection with financing and other strategic transactions.
Nell and BI assert that LBIHs responsibility for indemnity
and the claimed fees and expenses arise out of a management
agreement entered into on December 11, 2007, between Nell
and Basell AF S.C.A. They assert that LBIH, as a former
subsidiary of Basell AF S.C.A., is jointly and severally liable
for Basell AF S.C.A.s obligations under the agreement,
notwithstanding that LBIH was not a signatory to the agreement
and the liabilities of Basell AF S.C.A., which was a signatory,
were discharged in the LyondellBasell bankruptcy proceedings.
On June 26, 2009, Nell filed a proof of claim in Bankruptcy
Court against LyondellBasell AF (successor to Basell AF S.C.A.)
seeking no less than $723 thousand for amounts
allegedly owed under the 2007 management agreement. On
April 27, 2011, Lyondell Chemical filed an objection to
Nells claim and, together with LyondellBasell N.V.
(successor to LyondellBasell AF) and LBIH, brought a declaratory
judgment action in the Bankruptcy Court for a determination that
Nell and BIs demands are not valid.
We do not believe that the management agreement is in effect or
that the Company, LBIH, or any other Company-affiliated entity
owes any obligations under the management agreement. We intend
to defend vigorously any proceedings, claims or demands that may
be asserted.
Indemnification We are parties to various
indemnification arrangements, including arrangements entered
into in connection with acquisitions, divestitures and the
formation of joint ventures. Pursuant to these arrangements, we
provide indemnification to
and/or
receive indemnification from other parties in connection with
liabilities that may arise in connection with the transactions
and in connection with activities prior to completion of the
transactions. These indemnification arrangements typically
include provisions pertaining to third party claims relating to
environmental and tax matters and various types of litigation.
As of March 31, 2011, we had not accrued any significant
amounts for our indemnification obligations, and we are not
aware of other circumstances that would likely lead to
significant future indemnification obligations. We cannot
determine the potential amount of future payments under the
indemnification arrangements until events arise that would
trigger a liability under the arrangements.
In addition, certain third parties entered into agreements with
the Predecessor, LyondellBasell AF, to indemnify LyondellBasell
AF for a significant portion of the potential obligations that
could arise with respect to costs relating to contamination at
the Berre site in France and the Ferrara and Brindisi sites in
Italy. These indemnity obligations are currently in dispute. We
recognized a pretax charge of $64 million as a change in
estimate in the third quarter 2010 related to the dispute, which
arose during that period.
As part of our technology licensing contracts, we give
indemnifications to our licensees for liabilities arising from
possible patent infringement claims with respect to proprietary
licensed technology. Such indemnifications have a stated maximum
amount and generally cover a period of five to ten years.
Other We have identified an agreement related
to a former project in Kazakhstan under which a payment was made
that raises compliance concerns under the U.S. Foreign
Corrupt Practices Act (the FCPA). We have engaged
outside counsel to investigate these activities, under the
oversight of the Audit Committee of the Supervisory Board, and
to evaluate internal controls and compliance policies and
procedures. We made a voluntary disclosure of these matters to
the U.S. Department of Justice and are cooperating fully
with that agency. We cannot predict the ultimate outcome of
these matters at this time since our investigations
F-22
Table of Contents
LYONDELLBASELL
INDUSTRIES N.V.
NOTES TO
THE CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
13. | Commitments and Contingencies (Continued) |
are ongoing. In this respect, we may not have conducted business
in compliance with the FCPA and may not have had policies and
procedures in place adequate to ensure compliance. Therefore, we
cannot reasonably estimate a range of liability for any
potential penalty resulting from these matters. Violations of
these laws could result in criminal and civil liabilities and
other forms of relief that could be material to us.
Certain of our
non-U.S. subsidiaries
conduct or have conducted business in countries subject to
U.S. economic sanctions, including Iran. U.S. and
European laws and regulations prohibit certain persons from
engaging in business activities, in whole or in part, with
sanctioned countries, organizations and individuals. We have
made voluntary disclosure of these matters to the
U.S. Treasury Department and intend to cooperate fully with
that agency. The ultimate outcome of this matter cannot be
predicted at this time because our investigations are ongoing.
Therefore, we cannot reasonably estimate a range of liability
for any potential penalty resulting from these matters. In
addition, we have made the decision to cease all business with
the government, entities and individuals in Iran, Syria and
Sudan. We have notified our counterparties in these countries of
our decision and may be subject to legal actions to enforce
agreements with the counterparties. These business activities
present a potential risk that could subject the Company to civil
and criminal penalties as well as private legal proceedings that
could be material to us. We cannot predict the ultimate outcome
of this matter at this time because our investigations and
withdrawal activities are ongoing.
We and our joint ventures are, from time to time, defendants in
lawsuits and other commercial disputes, some of which are not
covered by insurance. Many of these suits make no specific claim
for relief. Although final determination of any liability and
resulting financial impact with respect to any such matters
cannot be ascertained with any degree of certainty, we do not
believe that any ultimate uninsured liability resulting from
these matters will, individually or in the aggregate, have a
material adverse effect on the financial position, liquidity or
results of operations of LyondellBasell N.V.
General In our opinion, the matters discussed
in this note are not expected to have a material adverse effect
on the financial position or liquidity of LyondellBasell N.V.
However, the adverse resolution in any reporting period of one
or more of these matters could have a material impact on our
results of operations for that period, which may be mitigated by
contribution or indemnification obligations of others, or by any
insurance coverage that may be available.
14. | Stockholders Equity and Non-Controlling Interests |
Dividend distribution Our credit arrangements
include restrictive covenants that limit our ability to pay
dividends to the sum of a) the greater of
(i) $50 million per year and (ii) in general,
50 percent of net income for the period, taken as one
accounting period, from March 31, 2012 until the end of the
most recently completed fiscal quarter for which financial
statements are available, and b) dividends not to exceed
the greater of $350MM and 1.75% of consolidated tangible assets
at the time the dividend is paid.
F-23
Table of Contents
LYONDELLBASELL
INDUSTRIES N.V.
NOTES TO
THE CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
14. | Stockholders Equity and Non-Controlling Interests (Continued) |
Ordinary shares The changes in the
outstanding amounts of ordinary shares issued and treasury
shares for the three months ended March 31, 2011, were as
follows:
Ordinary shares issued:
|
||||
Balance at January 1, 2011
|
565,676,222 | |||
Share-based compensation
|
10,508 | |||
Warrants exercised
|
2,327,326 | |||
Balance at March 31, 2011
|
568,014,056 | |||
Ordinary shares held as treasury shares:
|
||||
Balance at January 1, 2011
|
1,122,651 | |||
Warrants exercised
|
20,453 | |||
Share-based compensation
|
(9,963 | ) | ||
Balance at March 31, 2011
|
1,133,141 | |||
Non-controlling Interests Losses attributable
to non-controlling interests consisted of the following
components:
For the Three Months Ended | ||||||||
Successor | Predecessor | |||||||
March 31 |
March 31 |
|||||||
Millions of dollars | 2011 | 2010 | ||||||
Non-controlling interests comprehensive income (loss):
|
||||||||
Net income attributable to non-controlling interests
|
$ | 2 | $ | 4 | ||||
Fixed operating fees paid to Lyondell Chemical by the PO/SM II
partners
|
(5 | ) | (6 | ) | ||||
Comprehensive loss attributable to non-controlling interests
|
$ | (3 | ) | $ | (2 | ) | ||
F-24
Table of Contents
LYONDELLBASELL
INDUSTRIES N.V.
NOTES TO
THE CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
15. | Per Share Data |
Basic earnings per share for the periods subsequent to
April 30, 2010 are based upon the weighted average number
of shares of common stock outstanding during the periods.
Diluted earnings per share includes the effect of certain stock
options. The Company has unvested restricted stock and
restricted stock units that are considered participating
securities for earnings per share. Certain outstanding stock
options, participating securities and all of the outstanding
warrants were anti-dilutive.
Earnings per share data and dividends declared per share of
common stock were as follows:
For the Three |
||||
Months Ended |
||||
March 31, |
||||
2011 | ||||
Millions of dollars
|
||||
Net income
|
$ | 660 | ||
Less: net loss attributable to non-controlling interests
|
3 | |||
Net income attributable to LyondellBasell N.V.
|
663 | |||
Net income attributable to participating securities
|
(4 | ) | ||
Net income attributable to common stockholders
|
$ | 659 | ||
Millions of shares
|
||||
Basic weighted average common stock outstanding
|
566 | |||
Effect of dilutive securities:
|
||||
Stock options
|
3 | |||
Dilutive potential shares
|
569 | |||
Earnings per share:
|
||||
Basic
|
$ | 1.16 | ||
Diluted
|
$ | 1.15 | ||
Anti-dilutive stock options, restricted stock, restricted stock
units and warrants in millions
|
13.5 | |||
Dividends declared per share of common stock
|
$ | | ||
16. | Segment and Related Information |
We operate in five segments:
| Olefins and Polyolefins Americas, primarily manufacturing and marketing of olefins, including ethylene and its co-products, primarily propylene, butadiene, and aromatics, which include benzene and toluene, as well as ethanol; and polyolefins, including polyethylene, comprising high density polyethylene (HDPE), low density polyethylene (LDPE) and linear low density polyethylene (LLDPE), and polypropylene; and Catalloy process resins; | |
| Olefins and Polyolefins Europe, Asia, International (O&P EAI), primarily manufacturing and marketing of olefins, including ethylene and its co-products, primarily propylene and butadiene; polyolefins, including polyethylene, comprising HDPE, LDPE and polypropylene; polypropylene-based compounds, materials and alloys (PP Compounds), Catalloy process resins and polybutene-1 polymers; |
F-25
Table of Contents
LYONDELLBASELL
INDUSTRIES N.V.
NOTES TO
THE CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
16. | Segment and Related Information (Continued) |
| Intermediates and Derivatives (I&D), primarily manufacturing and marketing of propylene oxide (PO); PO co-products, including styrene and the TBA intermediates tertiary butyl alcohol (TBA), isobutylene and tertiary butyl hydroperoxide; PO derivatives, including propylene glycol, propylene glycol ethers and butanediol; ethylene derivatives, including ethylene glycol, ethylene oxide (EO), and other EO derivatives; acetyls, including vinyl acetate monomer, acetic acid and methanol and fragrance and flavor chemicals; | |
| Refining and Oxyfuels, primarily manufacturing and marketing of refined petroleum products, including gasoline, ultra-low sulfur diesel, jet fuel, lubricants (lube oils), alkylate, and oxygenated fuels, or oxyfuels, such as methyl tertiary butyl ether (MTBE) and ethyl tertiary butyl ether (ETBE); and | |
| Technology, primarily licensing of polyolefin process technologies and supply of polyolefin catalysts and advanced catalysts. |
Summarized financial information concerning reportable segments
is shown in the following table for the periods presented:
Successor | ||||||||||||||||||||||||||||
Olefins |
||||||||||||||||||||||||||||
and |
||||||||||||||||||||||||||||
Olefins |
Polyolefins |
|||||||||||||||||||||||||||
and |
Europe, |
Refining |
||||||||||||||||||||||||||
Polyolefins |
Asia & |
Intermediates |
and |
|||||||||||||||||||||||||
Americas | International | & Derivatives | Oxyfuels | Technology | Other | Total | ||||||||||||||||||||||
Millions of dollars
|
||||||||||||||||||||||||||||
Three Months Ended March 31, 2011:
|
||||||||||||||||||||||||||||
Sales and other operating revenues:
|
||||||||||||||||||||||||||||
Customers
|
$ | 2,435 | $ | 3,853 | $ | 1,671 | $ | 4,172 | $ | 109 | $ | 12 | $ | 12,252 | ||||||||||||||
Intersegment
|
1,137 | 91 | 21 | 548 | 30 | (1,827 | ) | | ||||||||||||||||||||
3,572 | 3,944 | 1,692 | 4,720 | 139 | (1,815 | ) | 12,252 | |||||||||||||||||||||
Operating income
|
421 | 179 | 234 | 164 | 66 | 1 | 1,065 | |||||||||||||||||||||
Income from equity investments
|
3 | 51 | 4 | | | | 58 |
F-26
Table of Contents
LYONDELLBASELL
INDUSTRIES N.V.
NOTES TO
THE CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
16. | Segment and Related Information (Continued) |
Predecessor | ||||||||||||||||||||||||||||
Olefins |
||||||||||||||||||||||||||||
and |
||||||||||||||||||||||||||||
Olefins |
Polyolefins |
|||||||||||||||||||||||||||
and |
Europe, |
Refining |
||||||||||||||||||||||||||
Polyolefins |
Asia & |
Intermediates |
and |
|||||||||||||||||||||||||
Americas | International | & Derivatives | Oxyfuels | Technology | Other | Total | ||||||||||||||||||||||
Millions of dollars
|
||||||||||||||||||||||||||||
Three Months Ended March 31, 2010
|
||||||||||||||||||||||||||||
Sales and other operating revenues:
|
||||||||||||||||||||||||||||
Customers
|
$ | 2,335 | $ | 2,959 | $ | 1,316 | $ | 3,061 | $ | 82 | $ | 2 | $ | 9,755 | ||||||||||||||
Intersegment
|
685 | 160 | | 354 | 28 | (1,227 | ) | | ||||||||||||||||||||
3,020 | 3,119 | 1,316 | 3,415 | 110 | (1,225 | ) | 9,755 | |||||||||||||||||||||
Segment operating income (loss)
|
145 | 71 | 123 | (128 | ) | 31 | (59 | ) | 183 | |||||||||||||||||||
Current cost adjustment
|
184 | |||||||||||||||||||||||||||
Operating income
|
367 | |||||||||||||||||||||||||||
Income (loss) from equity investments
|
4 | 52 | (1 | ) | | | | 55 |
Sales and other operating revenues and operating income (loss)
in the Other column above include elimination of
intersegment transactions.
17. | Subsequent Events |
We have evaluated subsequent events through the date the
financial statements were issued.
18. | Supplemental Guarantor Information |
LyondellBasell N.V. has jointly and severally, and fully and
unconditionally guaranteed the Senior Secured Notes issued by
Lyondell Chemical. Subject to certain exceptions, each of our
existing and future wholly owned U.S. restricted
subsidiaries (other than Lyondell Chemical, as issuer), other
than any such subsidiary that is a subsidiary of a
non-U.S. subsidiary
(the Subsidiary Guarantors and, together with
LyondellBasell N.V., the Guarantors) has also
guaranteed the Senior Secured Notes.
The Senior Secured 11% Notes also are guaranteed by the
Guarantors. As a result of these guarantee arrangements, we are
required to present the following condensed consolidating
financial information. In this note, LCC refers to Lyondell
Chemical Company without its subsidiaries.
F-27
Table of Contents
LYONDELLBASELL
INDUSTRIES N.V.
NOTES TO
THE CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
18. | Supplemental Guarantor Information (Continued) |
CONDENSED
CONSOLIDATING FINANCIAL INFORMATION
BALANCE
SHEET
As of March 31, 2011
Successor | ||||||||||||||||||||||||
Consolidated |
||||||||||||||||||||||||
LyondellBasell |
Non- |
LyondellBasell |
||||||||||||||||||||||
N.V. | LCC | Guarantors | Guarantors | Eliminations | N.V. | |||||||||||||||||||
Millions of dollars
|
||||||||||||||||||||||||
Cash and cash equivalents
|
$ | | $ | 19 | $ | 1,998 | $ | 2,366 | $ | | $ | 4,383 | ||||||||||||
Accounts receivable
|
| 388 | 1,489 | 2,887 | | 4,764 | ||||||||||||||||||
Accounts receivable affiliates
|
663 | 3,006 | 2,917 | 1,547 | (8,133 | ) | | |||||||||||||||||
Inventories
|
| 561 | 3,027 | 2,138 | | 5,726 | ||||||||||||||||||
Notes receivable affiliates
|
128 | 139 | 1 | 42 | (310 | ) | | |||||||||||||||||
Other current assets
|
| 327 | 188 | 628 | (43 | ) | 1,100 | |||||||||||||||||
Property, plant and equipment, net
|
| 377 | 2,846 | 4,217 | | 7,440 | ||||||||||||||||||
Investments and long-term receivables
|
13,161 | 11,419 | 4,978 | 2,668 | (30,116 | ) | 2,110 | |||||||||||||||||
Other assets, net
|
12 | 765 | 1,338 | 715 | (405 | ) | 2,425 | |||||||||||||||||
Total assets
|
$ | 13,964 | $ | 17,001 | $ | 18,782 | $ | 17,208 | $ | (39,007 | ) | $ | 27,948 | |||||||||||
Current maturities of long-term debt
|
$ | | $ | 251 | $ | | $ | 2 | $ | | $ | 253 | ||||||||||||
Short-term debt
|
| | 12 | 39 | | 51 | ||||||||||||||||||
Notes payable affiliates
|
1 | 54 | 144 | 130 | (329 | ) | | |||||||||||||||||
Accounts payable
|
| 206 | 1,455 | 2,438 | | 4,099 | ||||||||||||||||||
Accounts payable affiliates
|
531 | 4,764 | 1,759 | 1,059 | (8,113 | ) | | |||||||||||||||||
Other current liabilities
|
226 | 453 | 504 | 821 | (47 | ) | 1,957 | |||||||||||||||||
Long-term debt
|
| 5,500 | 3 | 302 | | 5,805 | ||||||||||||||||||
Notes payable affiliates
|
535 | 3,731 | 9,446 | | (13,712 | ) | | |||||||||||||||||
Other liabilities
|
| 275 | 671 | 1,097 | | 2,043 | ||||||||||||||||||
Deferred income taxes
|
| | 920 | 524 | (417 | ) | 1,027 | |||||||||||||||||
Company share of stockholders equity
|
12,671 | 1,767 | 3,868 | 10,754 | (16,389 | ) | 12,671 | |||||||||||||||||
Non-controlling interests
|
| | | 42 | | 42 | ||||||||||||||||||
Total liabilities and stockholders equity
|
$ | 13,964 | $ | 17,001 | $ | 18,782 | $ | 17,208 | $ | (39,007 | ) | $ | 27,948 | |||||||||||
F-28
Table of Contents
LYONDELLBASELL
INDUSTRIES N.V.
NOTES TO
THE CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
18. | Supplemental Guarantor Information (Continued) |
CONDENSED
CONSOLIDATING FINANCIAL INFORMATION
BALANCE
SHEET
As of December 31, 2010
Successor | ||||||||||||||||||||||||
Consolidated |
||||||||||||||||||||||||
LyondellBasell |
Non- |
LyondellBasell |
||||||||||||||||||||||
N.V. | LCC | Guarantors | Guarantors | Eliminations | N.V. | |||||||||||||||||||
Millions of dollars
|
||||||||||||||||||||||||
Cash and cash equivalents
|
$ | | $ | 25 | $ | 2,086 | $ | 2,111 | $ | | $ | 4,222 | ||||||||||||
Accounts receivable
|
| 313 | 1,108 | 2,326 | | 3,747 | ||||||||||||||||||
Accounts receivable affiliates
|
636 | 2,727 | 2,593 | 1,444 | (7,400 | ) | | |||||||||||||||||
Inventories
|
| 489 | 2,560 | 1,775 | | 4,824 | ||||||||||||||||||
Notes receivable affiliates
|
98 | 1,941 | 59 | 110 | (2,208 | ) | | |||||||||||||||||
Other current assets
|
| 287 | 133 | 612 | (46 | ) | 986 | |||||||||||||||||
Property, plant and equipment, net
|
| 383 | 2,746 | 4,061 | | 7,190 | ||||||||||||||||||
Investments and long-term receivables
|
12,070 | 10,683 | 4,934 | 2,674 | (28,256 | ) | 2,105 | |||||||||||||||||
Other assets, net
|
13 | 862 | 1,362 | 688 | (505 | ) | 2,420 | |||||||||||||||||
Total assets
|
$ | 12,817 | $ | 17,710 | $ | 17,581 | $ | 15,801 | $ | (38,415 | ) | $ | 25,494 | |||||||||||
Current maturities of long-term debt
|
$ | | $ | | $ | | $ | 4 | $ | | $ | 4 | ||||||||||||
Short-term debt
|
| | 12 | 30 | | 42 | ||||||||||||||||||
Notes payable affiliates
|
1 | 1,571 | 498 | 178 | (2,248 | ) | | |||||||||||||||||
Accounts payable
|
| 160 | 741 | 1,860 | | 2,761 | ||||||||||||||||||
Accounts payable affiliates
|
530 | 4,363 | 1,504 | 950 | (7,347 | ) | | |||||||||||||||||
Other current liabilities
|
216 | 418 | 599 | 764 | (48 | ) | 1,949 | |||||||||||||||||
Long-term debt
|
| 5,722 | 3 | 311 | | 6,036 | ||||||||||||||||||
Notes payable affiliates
|
535 | 3,672 | 9,124 | 1 | (13,332 | ) | | |||||||||||||||||
Other liabilities
|
| 413 | 699 | 1,071 | | 2,183 | ||||||||||||||||||
Deferred income taxes
|
| | 907 | 522 | (506 | ) | 923 | |||||||||||||||||
Company share of stockholders equity
|
11,535 | 1,391 | 3,494 | 10,049 | (14,934 | ) | 11,535 | |||||||||||||||||
Non-controlling interests
|
| | | 61 | | 61 | ||||||||||||||||||
Total liabilities and stockholders equity
|
$ | 12,817 | $ | 17,710 | $ | 17,581 | $ | 15,801 | $ | (38,415 | ) | $ | 25,494 | |||||||||||
F-29
Table of Contents
LYONDELLBASELL
INDUSTRIES N.V.
NOTES TO
THE CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
18. | Supplemental Guarantor Information (Continued) |
CONDENSED
CONSOLIDATING FINANCIAL INFORMATION
STATEMENT
OF INCOME
For the three months ended March 31, 2011
Successor | ||||||||||||||||||||||||
Consolidated |
||||||||||||||||||||||||
LyondellBasell |
Non- |
LyondellBasell |
||||||||||||||||||||||
N.V. | LCC | Guarantors | Guarantors | Eliminations | N.V. | |||||||||||||||||||
Millions of dollars
|
||||||||||||||||||||||||
Sales and other operating revenues
|
$ | | $ | 1,208 | $ | 6,079 | $ | 5,972 | $ | (1,007 | ) | $ | 12,252 | |||||||||||
Cost of sales
|
| 1,114 | 5,319 | 5,517 | (1,007 | ) | 10,943 | |||||||||||||||||
Selling, general and administrative expenses
|
3 | 77 | 18 | 113 | | 211 | ||||||||||||||||||
Research and development expenses
|
| | 7 | 26 | | 33 | ||||||||||||||||||
Operating income (loss)
|
(3 | ) | 17 | 735 | 316 | | 1,065 | |||||||||||||||||
Interest income (expense), net
|
8 | (166 | ) | 4 | (1 | ) | | (155 | ) | |||||||||||||||
Other income (expense), net
|
(54 | ) | (16 | ) | (6 | ) | 33 | | (43 | ) | ||||||||||||||
Income (loss) from equity investments
|
688 | 478 | (80 | ) | 58 | (1,086 | ) | 58 | ||||||||||||||||
Reorganization items
|
| (1 | ) | | (1 | ) | | (2 | ) | |||||||||||||||
(Provision for) benefit from income taxes
|
24 | 57 | (264 | ) | (80 | ) | | (263 | ) | |||||||||||||||
Net income
|
663 | 369 | 389 | 325 | (1,086 | ) | 660 | |||||||||||||||||
Less: net loss attributable to non-controlling interests
|
| | | 3 | | 3 | ||||||||||||||||||
Net income attributable to the Company
|
$ | 663 | $ | 369 | $ | 389 | $ | 328 | $ | (1,086 | ) | $ | 663 | |||||||||||
F-30
Table of Contents
LYONDELLBASELL
INDUSTRIES N.V.
NOTES TO
THE CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
18. | Supplemental Guarantor Information (Continued) |
CONDENSED
CONSOLIDATING FINANCIAL INFORMATION
STATEMENT
OF INCOME
For the three months ended March 31, 2010
Predecessor | ||||||||||||||||||||||||
Consolidated |
||||||||||||||||||||||||
LyondellBasell |
Non- |
LyondellBasell |
||||||||||||||||||||||
AF | LCC | Guarantors | Guarantors | Eliminations | AF | |||||||||||||||||||
Millions of dollars
|
||||||||||||||||||||||||
Sales and other operating revenues
|
$ | | $ | 968 | $ | 5,101 | $ | 4,567 | $ | (881 | ) | $ | 9,755 | |||||||||||
Cost of sales
|
| 954 | 4,845 | 4,212 | (881 | ) | 9,130 | |||||||||||||||||
Selling, general and administrative expenses
|
7 | 12 | 69 | 129 | | 217 | ||||||||||||||||||
Research and development expenses
|
| 4 | 8 | 29 | | 41 | ||||||||||||||||||
Operating income (loss)
|
(7 | ) | (2 | ) | 179 | 197 | | 367 | ||||||||||||||||
Interest income (expense), net
|
14 | (342 | ) | 1 | (82 | ) | | (409 | ) | |||||||||||||||
Other income (expense), net
|
(37 | ) | 25 | 4 | (152 | ) | (40 | ) | (200 | ) | ||||||||||||||
Income (loss) from equity investments
|
(36 | ) | 266 | (170 | ) | (72 | ) | 67 | 55 | |||||||||||||||
Reorganization items
|
76 | (154 | ) | 10 | 275 | | 207 | |||||||||||||||||
(Provision for) benefit from income taxes
|
| 158 | (72 | ) | (98 | ) | | (12 | ) | |||||||||||||||
Net income (loss)
|
10 | (49 | ) | (48 | ) | 68 | 27 | 8 | ||||||||||||||||
Less: net loss attributable to
|
||||||||||||||||||||||||
non-controlling interests
|
| | | 2 | | 2 | ||||||||||||||||||
Net income (loss) attributable to the Company
|
$ | 10 | $ | (49 | ) | $ | (48 | ) | $ | 70 | $ | 27 | $ | 10 | ||||||||||
F-31
Table of Contents
LYONDELLBASELL
INDUSTRIES N.V.
NOTES TO
THE CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
18. | Supplemental Guarantor Information (Continued) |
CONDENSED
CONSOLIDATING FINANCIAL INFORMATION
STATEMENT
OF CASH FLOWS
For the three months ended March 31, 2011
Successor | ||||||||||||||||||||||||
Consolidated |
||||||||||||||||||||||||
LyondellBasell |
Non- |
LyondellBasell |
||||||||||||||||||||||
N.V. | LCC | Guarantors | Guarantors | Eliminations | N.V. | |||||||||||||||||||
Millions of dollars
|
||||||||||||||||||||||||
Net cash provided by (used in) operating activities
|
$ | (37 | ) | $ | (328 | ) | $ | 387 | $ | 199 | $ | | $ | 221 | ||||||||||
Expenditures for property, plant and equipment
|
| (2 | ) | (163 | ) | (56 | ) | | (221 | ) | ||||||||||||||
Proceeds from disposal of assets
|
| | | 5 | | 5 | ||||||||||||||||||
Loans to affiliates
|
| 304 | 23 | | (327 | ) | | |||||||||||||||||
Net cash provided by (used in) investing activities
|
| 302 | (140 | ) | (51 | ) | (327 | ) | (216 | ) | ||||||||||||||
Shares issued upon exercise of warrants
|
37 | | | | | 37 | ||||||||||||||||||
Proceeds from notes payable to affiliates
|
| 29 | (335 | ) | (21 | ) | 327 | | ||||||||||||||||
Other, net
|
| (9 | ) | | | | (9 | ) | ||||||||||||||||
Net cash provided by (used in) financing activities
|
37 | 20 | (335 | ) | (21 | ) | 327 | 28 | ||||||||||||||||
Effect of exchange rate changes on cash
|
| | | 128 | | 128 | ||||||||||||||||||
Increase (decrease) in cash and cash equivalents
|
| (6 | ) | (88 | ) | 255 | | 161 | ||||||||||||||||
Cash and cash equivalents at beginning of period
|
| 25 | 2,086 | 2,111 | | 4,222 | ||||||||||||||||||
Cash and cash equivalents at end of period
|
$ | | $ | 19 | $ | 1,998 | $ | 2,366 | $ | | $ | 4,383 | ||||||||||||
F-32
Table of Contents
LYONDELLBASELL
INDUSTRIES N.V.
NOTES TO
THE CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
18. | Supplemental Guarantor Information (Continued) |
CONDENSED
CONSOLIDATING FINANCIAL INFORMATION
STATEMENT
OF CASH FLOWS
For the three months ended March 31, 2010
Predecessor | ||||||||||||||||||||||||
Consolidated |
||||||||||||||||||||||||
LyondellBasell |
Non- |
LyondellBasell |
||||||||||||||||||||||
AF | LCC | Guarantors | Guarantors | Eliminations | AF | |||||||||||||||||||
Millions of dollars
|
||||||||||||||||||||||||
Net cash used in operating activities
|
$ | (1 | ) | $ | (198 | ) | $ | | $ | (134 | ) | $ | (40 | ) | $ | (373 | ) | |||||||
Expenditures for property, plant and equipment
|
| (3 | ) | (65 | ) | (71 | ) | | (139 | ) | ||||||||||||||
Short-term investments
|
| | 12 | | | 12 | ||||||||||||||||||
Loans to affiliates
|
| (365 | ) | (27 | ) | (19 | ) | 411 | | |||||||||||||||
Net cash used in investing activities
|
| (368 | ) | (80 | ) | (90 | ) | 411 | (127 | ) | ||||||||||||||
Repayments of
debtor-in-
possession term loan facility
|
| | | (3 | ) | | (3 | ) | ||||||||||||||||
Net borrowings of
debtor-in-
possession revolving credit facility
|
| 525 | | | | 525 | ||||||||||||||||||
Net repayments on revolving credit facilities
|
| | | (3 | ) | | (3 | ) | ||||||||||||||||
Proceeds from short-term debt
|
| | | 8 | | 8 | ||||||||||||||||||
Repayments of short-term debt
|
| | | (9 | ) | | (9 | ) | ||||||||||||||||
Repayments of long-term debt
|
| | | (9 | ) | | (9 | ) | ||||||||||||||||
Payments of debt issuance costs
|
| (13 | ) | | | | (13 | ) | ||||||||||||||||
Dividends paid
|
| | | (40 | ) | 40 | | |||||||||||||||||
Proceeds from notes payable to affiliates
|
1 | 23 | 163 | 224 | (411 | ) | | |||||||||||||||||
Other, net
|
| 8 | (6 | ) | (8 | ) | | (6 | ) | |||||||||||||||
Net cash provided by financing activities
|
1 | 543 | 157 | 160 | (371 | ) | 490 | |||||||||||||||||
Effect of exchange rate changes on cash
|
| | | (11 | ) | | (11 | ) | ||||||||||||||||
Increase (decrease) in cash and cash equivalents
|
| (23 | ) | 77 | (75 | ) | | (21 | ) | |||||||||||||||
Cash and cash equivalents at beginning of period
|
| 96 | 129 | 333 | | 558 | ||||||||||||||||||
Cash and cash equivalents at end of period
|
$ | | $ | 73 | $ | 206 | $ | 258 | $ | | $ | 537 | ||||||||||||
F-33