Huntsman Corporation Annual report pursuant to Section 13 and 15(d)

Annual report pursuant to Section 13 and 15(d)

CONDENSED CONSOLIDATING FINANCIAL INFORMATION - HUNTSMAN INTERNATIONAL (Tables)

CONDENSED CONSOLIDATING FINANCIAL INFORMATION - HUNTSMAN INTERNATIONAL (Tables) - Huntsman International

12 Months Ended

Dec. 31, 2016

CONDENSED CONSOLIDATING FINANCIAL INFORMATION - HUNTSMAN INTERNATIONAL

CONDENSED CONSOLIDATING BALANCE SHEETS
AS OF DECEMBER 31, 2016
(In Millions)

	Parent Company			Guarantors		Nonguarantors			Eliminations			Consolidated Huntsman International LLC
ASSETS
Current assets:
Cash and cash equivalents	$	37		$	—	$	376		$	—		$	413
Restricted cash		—			—		11			—			11
Accounts and notes receivable, net		22			106		1,269			5			1,402
Accounts receivable from affiliates		1,351			4,672		315			(5,991	)		347
Inventories		85			285		976			(2	)		1,344
Prepaid expenses		68			144		43			(195	)		60
Other current assets		820			5		185			(724	)		286

Total current assets		2,383			5,212		3,175			(6,907	)		3,863
Property, plant and equipment, net		463			1,422		2,305			—			4,190
Investment in unconsolidated affiliates		5,870			1,533		248			(7,319	)		332
Intangible assets, net		28			3		35			—			66
Goodwill		(12	)		82		51			—			121
Deferred income taxes		515			—		408			(527	)		396
Notes receivable from affiliates		37			530		—			(567	)		—
Other noncurrent assets		74			188		245			—			507

Total assets	$	9,358		$	8,970	$	6,467		$	(15,320	)	$	9,475


LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	63		$	186	$	816		$	5		$	1,070
Accounts payable to affiliates		3,667			912		1,478			(5,991	)		66
Accrued liabilities		87			807		640			(921	)		613
Note payable to affiliate		100			—		—			—			100
Current portion of debt		30			—		30			—			60

Total current liabilities		3,947			1,905		2,964			(6,907	)		1,909
Long-term debt		3,763			—		372			—			4,135
Notes payable to affiliates		696			—		568			(567	)		697
Deferred income taxes		22			311		21			69			423
Other noncurrent liabilities		174			314		887			—			1,375

Total liabilities		8,602			2,530		4,812			(7,405	)		8,539
Equity
Huntsman International LLC members' equity
Members' equity		3,226			4,568		3,390			(7,958	)		3,226
Accumulated (deficit) income		(779	)		872		(239	)		(633	)		(779	)
Accumulated other comprehensive (loss) income		(1,691	)		1,000		(1,654	)		654			(1,691	)

Total Huntsman International LLC members' equity		756			6,440		1,497			(7,937	)		756
Noncontrolling interests in subsidiaries		—			—		158			22			180

Total equity		756			6,440		1,655			(7,915	)		936

Total liabilities and equity	$	9,358		$	8,970	$	6,467		$	(15,320	)	$	9,475

CONDENSED CONSOLIDATING BALANCE SHEETS
AS OF DECEMBER 31, 2015
(In Millions)

	Parent Company			Guarantors		Nonguarantors			Eliminations			Consolidated Huntsman International LLC
ASSETS
Current assets:
Cash and cash equivalents	$	44		$	1	$	212		$	—		$	257
Restricted cash		—			—		12			—			12
Accounts and notes receivable, net		21			96		1,298			5			1,420
Accounts receivable from affiliates		2,163			4,730		163			(6,716	)		340
Inventories		101			322		1,275			(6	)		1,692
Prepaid expenses		49			31		91			(60	)		111
Other current assets		790			8		212			(704	)		306

Total current assets		3,168			5,188		3,263			(7,481	)		4,138
Property, plant and equipment, net		473			1,433		2,503			1			4,410
Investment in unconsolidated affiliates		5,991			1,558		263			(7,465	)		347
Intangible assets, net		32			3		51			—			86
Goodwill		(13	)		82		47			—			116
Deferred income taxes		473			—		430			(485	)		418
Notes receivable from affiliates		36			539		6			(581	)		—
Other noncurrent assets		71			223		279			—			573

Total assets	$	10,231		$	9,026	$	6,842		$	(16,011	)	$	10,088


LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	50		$	207	$	772		$	5		$	1,034
Accounts payable to affiliates		3,905			973		1,891			(6,717	)		52
Accrued liabilities		74			793		581			(765	)		683
Note payable to affiliate		100			—		—			—			100
Current portion of debt		89			—		81			—			170

Total current liabilities		4,218			1,973		3,325			(7,477	)		2,039
Long-term debt		4,229			—		396			—			4,625
Notes payable to affiliates		703			—		576			(581	)		698
Deferred income taxes		24			276		36			82			418
Other noncurrent liabilities		160			241		819			4			1,224

Total liabilities		9,334			2,490		5,152			(7,972	)		9,004
Equity
Huntsman International LLC members' equity
Members' equity		3,196			4,517		3,394			(7,911	)		3,196
Accumulated (deficit) income		(983	)		652		(557	)		(95	)		(983	)
Accumulated other comprehensive (loss) income		(1,316	)		1,367		(1,311	)		(56	)		(1,316	)

Total Huntsman International LLC members' equity		897			6,536		1,526			(8,062	)		897
Noncontrolling interests in subsidiaries		—			—		164			23			187

Total equity		897			6,536		1,690			(8,039	)		1,084

Total liabilities and equity	$	10,231		$	9,026	$	6,842		$	(16,011	)	$	10,088

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
AND COMPREHENSIVE LOSS
YEAR ENDED DECEMBER 31, 2016
(In Millions)

	Parent Company			Guarantors			Nonguarantors			Eliminations			Consolidated Huntsman International LLC
Revenues:
Trade sales, services and fees, net	$	1,048		$	2,272		$	6,206		$	—		$	9,526
Related party sales		201			386			1,094			(1,550	)		131

Total revenues		1,249			2,658			7,300			(1,550	)		9,657
Cost of goods sold		984			2,292			6,251			(1,552	)		7,975

Gross profit		265			366			1,049			2			1,682
Selling, general and administrative		156			163			597			—			916
Research and development		48			43			61			—			152
Restructuring, impairment and plant closing costs		6			33			42			—			81
Spin-off separation expenses		16			—			2			—			18
Other operating income, net		(24	)		(28	)		(88	)		—			(140	)

Operating income		63			155			435			2			655
Interest (expense) income		(218	)		29			(25	)		—			(214	)
Equity in income of investment in affiliates and subsidiaries		183			321			5			(504	)		5
Loss on early extinguishment of debt		(4	)		—			1			—			(3	)
Dividend income		217			—			—			(217	)		—
Other income (loss), net		—			8			(7	)		—			1

Income from continuing operations before income taxes		241			513			409			(719	)		444
Income tax benefit (expense)		81			(70	)		(69	)		(28	)		(86	)

Income from continuing operations		322			443			340			(747	)		358
Income (loss) from discontinued operations, net of tax		1			(2	)		(3	)		—			(4	)

Net income		323			441			337			(747	)		354
Net income attributable to noncontrolling interests		—			—			(17	)		(14	)		(31	)

Net income attributable to Huntsman International LLC	$	323		$	441		$	320		$	(761	)	$	323


Net income	$	323		$	441		$	337		$	(747	)	$	354
Other comprehensive loss		(374	)		(366	)		(347	)		704			(383	)
Comprehensive income attributable to noncontrolling interests		—			—			(11	)		(12	)		(23	)

Comprehensive (loss) income attributable to Huntsman International LLC	$	(51	)	$	75		$	(21	)	$	(55	)	$	(52	)

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
AND COMPREHENSIVE LOSS
YEAR ENDED DECEMBER 31, 2015
(In Millions)

	Parent Company			Guarantors			Nonguarantors			Eliminations			Consolidated Huntsman International LLC
Revenues:
Trade sales, services and fees, net	$	1,054		$	2,478		$	6,636		$	—		$	10,168
Related party sales		238			470			1,062			(1,639	)		131

Total revenues		1,292			2,948			7,698			(1,639	)		10,299
Cost of goods sold		1,026			2,341			6,717			(1,637	)		8,447

Gross profit		266			607			981			(2	)		1,852
Selling, general and administrative		172			174			631			—			977
Research and development		54			45			61			—			160
Restructuring, impairment and plant closing costs		7			12			283			—			302
Other operating (income) expense, net		(27	)		(29	)		56			—			—

Operating income (loss)		60			405			(50	)		(2	)		413
Interest (expense) income		(220	)		35			(29	)		—			(214	)
Equity in income (loss) of investment in affiliates and subsidiaries		169			(57	)		5			(111	)		6
Loss on early extinguishment of debt		(31	)		—			—			—			(31	)
Other income (loss), net		2			(12	)		13			(1	)		2

(Loss) income from continuing operations before income taxes		(20	)		371			(61	)		(114	)		176
Income tax benefit (expense)		113			(123	)		24			(59	)		(45	)

Income (loss) from continuing operations		93			248			(37	)		(173	)		131
Income (loss) from discontinued operations, net of tax		1			(2	)		(3	)		—			(4	)

Net income (loss)		94			246			(40	)		(173	)		127
Net income attributable to noncontrolling interests		—			—			(22	)		(11	)		(33	)

Net income (loss) attributable to Huntsman International LLC	$	94		$	246		$	(62	)	$	(184	)	$	94


Net income (loss)	$	94		$	246		$	(40	)	$	(173	)	$	127
Other comprehensive loss		(229	)		(35	)		(248	)		278			(234	)
Comprehensive income attributable to noncontrolling interests		—			—			(13	)		(15	)		(28	)

Comprehensive (loss) income attributable to Huntsman International LLC	$	(135	)	$	211		$	(301	)	$	90		$	(135	)

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
AND COMPREHENSIVE LOSS
YEAR ENDED DECEMBER 31, 2014
(In Millions)

	Parent Company			Guarantors			Nonguarantors			Eliminations			Consolidated Huntsman International LLC
Revenues:
Trade sales, services and fees, net	$	1,194		$	3,164		$	6,959		$	—		$	11,317
Related party sales		299			511			1,377			(1,926	)		261

Total revenues		1,493			3,675			8,336			(1,926	)		11,578
Cost of goods sold		1,222			2,909			7,451			(1,931	)		9,651

Gross profit		271			766			885			5			1,927
Selling, general and administrative		164			163			642			—			969
Research and development		48			40			70			—			158
Restructuring, impairment and plant closing costs		7			5			146			—			158
Other operating (income) expense, net		(7	)		(8	)		11			—			(4	)

Operating income		59			566			16			5			646
Interest (expense) income		(204	)		37			(47	)		—			(214	)
Equity in income (loss) of investment in affiliates and subsidiaries		186			(51	)		6			(135	)		6
Loss on early extinguishment of debt		(28	)		—			—			—			(28	)
Other income (loss), net		3			(5	)		3			(2	)		(1	)

Income (loss) from continuing operations before income taxes		16			547			(22	)		(132	)		409
Income tax benefit (expense)		318			(202	)		(2	)		(157	)		(43	)

Income from continuing operations		334			345			(24	)		(289	)		366
Income (loss) from discontinued operations, net of tax		1			—			(10	)		—			(9	)

Net income (loss)		335			345			(34	)		(289	)		357
Net income attributable to noncontrolling interests		—			—			(18	)		(4	)		(22	)

Net income (loss) attributable to Huntsman International LLC	$	335		$	345		$	(52	)	$	(293	)	$	335


Net income (loss)	$	335		$	345		$	(34	)	$	(289	)	$	357
Other comprehensive (loss) income		(469	)		115			(440	)		310			(484	)
Comprehensive income attributable to noncontrolling interests		—			—			(8	)		1			(7	)

Comprehensive (loss) income attributable to Huntsman International LLC	$	(134	)	$	460		$	(482	)	$	22		$	(134	)

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
YEAR ENDED DECEMBER 31, 2016
(In Millions)

	Parent Company			Guarantors			Nonguarantors			Eliminations			Consolidated Huntsman International LLC
Net cash provided by operating activities	$	446		$	122		$	510		$	—		$	1,078

Investing activities:
Capital expenditures		(42	)		(112	)		(267	)		—			(421	)
Insurance proceeds for recovery of property damage		—			—			8			—			8
Cash received from unconsolidated affiliates		—			33			—			—			33
Cash received from consolidated affiliates		203			10			7			(220	)		—
Investment in unconsolidated affiliates		—			(29	)		(1	)		—			(30	)
Proceeds from sale of businesses/assets		12			—			196			—			208
Decrease in receivable from affiliate		6			—			—			—			6
Change in restricted cash		—			—			1			—			1

Net cash used in investing activities		179			(98	)		(56	)		(220	)		(195	)

Financing activities:
Net repayments on overdraft facilities		—			—			(1	)		—			(1	)
Repayments of short-term debt		—			—			(56	)		—			(56	)
Borrowings on short-term debt		—			—			10			—			10
Repayments of long-term debt		(1,039	)		—			(31	)		—			(1,070	)
Proceeds from issuance of long-term debt		543			—			16			—			559
Repayments of notes payable to affiliate		(7	)		—			—			6			(1	)
Repayments of notes payable		(31	)		—			(2	)		—			(33	)
Borrowings on notes payable		29			—			2			—			31
Debt issuance costs paid		(9	)		—			—			—			(9	)
Call premiums related to early extinguishment of debt		(1	)		—			—			—			(1	)
Dividends paid to noncontrolling interests		—			—			(30	)		—			(30	)
Contribution from parent		—			3			11			(14	)		—
Distribution to parent		—			(27	)		(200	)		227			—
Dividends paid to parent		(119	)		(1	)		—			1			(119	)
Other, net		2			—			(3	)		—			(1	)

Net cash used in financing activities		(632	)		(25	)		(284	)		220			(721	)
Effect of exchange rate changes on cash		—			—			(6	)		—			(6	)

Increase in cash and cash equivalents		(7	)		(1	)		164			—			156
Cash and cash equivalents at beginning of period		44			1			212			—			257

Cash and cash equivalents at end of period	$	37		$	—		$	376		$	—		$	413

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
YEAR ENDED DECEMBER 31, 2015
(In Millions)

	Parent Company			Guarantors			Nonguarantors			Eliminations			Consolidated Huntsman International LLC
Net cash (used in) provided by operating activities	$	(23	)	$	277		$	318		$	(2	)	$	570

Investing activities:
Capital expenditures		(70	)		(267	)		(326	)		—			(663	)
Cash received from unconsolidated affiliates		—			48			—			—			48
Investment in affiliate		34			3			(6	)		(31	)		—
Investment in unconsolidated affiliates		—			(42	)		(12	)		—			(54	)
Acquisition of businesses, net of cash acquired		—			—			(14	)		—			(14	)
Cash received from purchase price adjustment for business acquired		18			—			—			—			18
Proceeds from sale of businesses/assets		—			—			1			—			1
Increase in receivable from affiliate		1			—			—			—			1
Cash received from termination of cross-currency interest rate contracts		66			—			—			—			66
Change in restricted cash		—			—			(3	)		—			(3	)
Other, net		1			—			—			—			1

Net cash provided by (used in) investing activities		50			(258	)		(360	)		(31	)		(599	)

Financing activities:
Net repayments under revolving loan facilities		—			—			(1	)		—			(1	)
Net repayments on overdraft facilities		—			—			(8	)		—			(8	)
Borrowings on short-term debt		—			—			12			—			12
Repayments of long-term debt		(548	)		—			(56	)		—			(604	)
Proceeds from issuance of long-term debt		326			—			—			—			326
Repayments of notes payable to affiliate		(148	)		—			—			—			(148	)
Proceeds from notes payable to affiliate		201			—			—			(6	)		195
Repayments of notes payable		(32	)		—			(1	)		—			(33	)
Borrowings on notes payable		32			—			2			—			34
Debt issuance costs paid		(8	)		—			—			—			(8	)
Call premiums related to early extinguishment of debt		(35	)		—			—			—			(35	)
Contingent consideration paid for acquisition		(4	)		—			—			—			(4	)
Dividends paid to noncontrolling interests		—			—			(14	)		—			(14	)
Contribution from parent		—			5			(7	)		2			—
Distribution to parent		—			(27	)		(8	)		35			—
Dividends paid to parent		(121	)		(2	)		—			2			(121	)
Excess tax benefit related to stock-based compensation		1			—			—			—			1

Net cash used in financing activities		(336	)		(24	)		(81	)		33			(408	)
Effect of exchange rate changes on cash		—			—			(16	)		—			(16	)

Decrease in cash and cash equivalents		(309	)		(5	)		(139	)		—			(453	)
Cash and cash equivalents at beginning of period		353			6			351			—			710

Cash and cash equivalents at end of period	$	44		$	1		$	212		$	—		$	257

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
YEAR ENDED DECEMBER 31, 2014
(In Millions)

	Parent Company			Guarantors			Nonguarantors			Eliminations			Consolidated Huntsman International LLC
Net cash provided by operating activities	$	25		$	252		$	480		$	(3	)	$	754

Investing activities:
Capital expenditures		(85	)		(223	)		(293	)		—			(601	)
Cash received from unconsolidated affiliates		—			48			3			—			51
Investment in affiliate		38			(10	)		—			(28	)		—
Investment in unconsolidated affiliates		—			(37	)		(71	)		—			(108	)
Acquisition of businesses, net of cash acquired		(1,038	)		—			78			—			(960	)
Proceeds from sale of businesses/assets		3			—			12			—			15
Increase in receivable from affiliate		(2	)		—			—			—			(2	)
Other, net		—			—			(2	)		—			(2	)

Net cash used in investing activities		(1,084	)		(222	)		(273	)		(28	)		(1,607	)

Financing activities:
Net repayments under revolving loan facilities		—			—			(1	)		—			(1	)
Net repayments on overdraft facilities		—			—			(5	)		—			(5	)
Repayments of short-term debt		—			—			(8	)		—			(8	)
Borrowings on short-term debt		—			—			15			—			15
Repayments of long-term debt		(372	)		—			(46	)		—			(418	)
Proceeds from issuance of long-term debt		1,792			—			—			—			1,792
Repayments of notes payable to affiliate		(122	)		—			—			—			(122	)
Repayments of notes payable		(32	)		—			(2	)		—			(34	)
Borrowings on notes payable		31			—			2			—			33
Debt issuance costs paid		(67	)		—			—			—			(67	)
Call premiums related to early extinguishment of debt		(24	)		—			—			—			(24	)
Contingent consideration paid for acquisition		(6	)		—			—			—			(6	)
Contribution from parent		—			11			(4	)		(7	)		—
Dividends paid to noncontrolling interests		—			—			(4	)		—			(4	)
Distribution to parent		—			(34	)		(1	)		35			—
Dividends paid to parent		(97	)		(2	)		—			2			(97	)
Excess tax benefit related to stock-based compensation		1			—			—			—			1
Other, net		—			1			2			1			4

Net cash provided by (used in) financing activities		1,104			(24	)		(52	)		31			1,059
Effect of exchange rate changes on cash		—			—			(11	)		—			(11	)

Increase in cash and cash equivalents		45			6			144			—			195
Cash and cash equivalents at beginning of period		308			—			207			—			515

Cash and cash equivalents at end of period	$	353		$	6		$	351		$	—		$	710