| CONDENSED CONSOLIDATING FINANCIAL INFORMATION - HUNTSMAN INTERNATIONAL |
25. CONDENSED CONSOLIDATING FINANCIAL INFORMATION—HUNTSMAN INTERNATIONAL
The following condensed consolidating financial statements present, in separate columns, financial information for the following: Huntsman International (on a parent only basis), with its investment in subsidiaries recorded under the equity method; the Guarantors on a combined, and where appropriate, consolidated basis; and the nonguarantors on a combined, and where appropriate, consolidated basis. Additional columns present eliminating adjustments and consolidated totals as of December 31, 2017 and 2016 and for the years ended December 31, 2017, 2016 and 2015. There are no contractual restrictions limiting transfers of cash from Guarantor subsidiaries to Huntsman International. Each of the Guarantors is 100% owned by Huntsman International and has fully and unconditionally guaranteed Huntsman International’s outstanding notes on a joint and several basis.
In connection with the separation of the P&A Business in the third quarter of 2017 (see “Note 3. Discontinued Operations and Business Dispositions—Separation of P&A Business”), certain entities were removed from the debt guarantor structure. The following condensed consolidating financial statements have been presented as if the new debt structure existed for all periods presented.
HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEETS
AS OF DECEMBER 31, 2017
(In Millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated
|
|
|
|
Parent
|
|
|
|
|
|
|
|
|
|
|
Huntsman
|
|
|
|
Company
|
|
Guarantors
|
|
Nonguarantors
|
|
Eliminations
|
|
International LLC
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
74
|
|
$
|
—
|
|
$
|
394
|
|
$
|
—
|
|
$
|
468
|
|
Restricted cash
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|
—
|
|
|
11
|
|
Accounts and notes receivable, net
|
|
|
36
|
|
|
94
|
|
|
1,120
|
|
|
5
|
|
|
1,255
|
|
Accounts receivable from affiliates
|
|
|
983
|
|
|
4,130
|
|
|
391
|
|
|
(5,131)
|
|
|
373
|
|
Inventories
|
|
|
101
|
|
|
210
|
|
|
767
|
|
|
(5)
|
|
|
1,073
|
|
Prepaid expenses
|
|
|
21
|
|
|
10
|
|
|
39
|
|
|
(11)
|
|
|
59
|
|
Other current assets
|
|
|
783
|
|
|
3
|
|
|
170
|
|
|
(752)
|
|
|
204
|
|
Current assets held for sale
|
|
|
—
|
|
|
—
|
|
|
2,880
|
|
|
—
|
|
|
2,880
|
|
Total current assets
|
|
|
1,998
|
|
|
4,447
|
|
|
5,772
|
|
|
(5,894)
|
|
|
6,323
|
|
Property, plant and equipment, net
|
|
|
461
|
|
|
1,119
|
|
|
1,515
|
|
|
—
|
|
|
3,095
|
|
Investment in unconsolidated affiliates
|
|
|
6,364
|
|
|
2,268
|
|
|
266
|
|
|
(8,632)
|
|
|
266
|
|
Intangible assets, net
|
|
|
25
|
|
|
—
|
|
|
31
|
|
|
—
|
|
|
56
|
|
Goodwill
|
|
|
(14)
|
|
|
82
|
|
|
72
|
|
|
—
|
|
|
140
|
|
Deferred income taxes
|
|
|
323
|
|
|
—
|
|
|
208
|
|
|
(323)
|
|
|
208
|
|
Notes receivable from affiliates
|
|
|
72
|
|
|
569
|
|
|
—
|
|
|
(641)
|
|
|
—
|
|
Other noncurrent assets
|
|
|
52
|
|
|
189
|
|
|
257
|
|
|
(1)
|
|
|
497
|
|
Total assets
|
|
$
|
9,281
|
|
$
|
8,674
|
|
$
|
8,121
|
|
$
|
(15,491)
|
|
$
|
10,585
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
74
|
|
$
|
214
|
|
$
|
652
|
|
$
|
6
|
|
$
|
946
|
|
Accounts payable to affiliates
|
|
|
4,019
|
|
|
485
|
|
|
697
|
|
|
(5,131)
|
|
|
70
|
|
Accrued liabilities
|
|
|
89
|
|
|
826
|
|
|
413
|
|
|
(762)
|
|
|
566
|
|
Note payable to affiliate
|
|
|
100
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
100
|
|
Current portion of debt
|
|
|
17
|
|
|
—
|
|
|
23
|
|
|
—
|
|
|
40
|
|
Current liabilities held for sale
|
|
|
—
|
|
|
—
|
|
|
1,692
|
|
|
—
|
|
|
1,692
|
|
Total current liabilities
|
|
|
4,299
|
|
|
1,525
|
|
|
3,477
|
|
|
(5,887)
|
|
|
3,414
|
|
Long-term debt
|
|
|
1,927
|
|
|
—
|
|
|
331
|
|
|
—
|
|
|
2,258
|
|
Notes payable to affiliates
|
|
|
742
|
|
|
—
|
|
|
642
|
|
|
(642)
|
|
|
742
|
|
Deferred income taxes
|
|
|
12
|
|
|
179
|
|
|
33
|
|
|
41
|
|
|
265
|
|
Other noncurrent liabilities
|
|
|
218
|
|
|
278
|
|
|
576
|
|
|
—
|
|
|
1,072
|
|
Total liabilities
|
|
|
7,198
|
|
|
1,982
|
|
|
5,059
|
|
|
(6,488)
|
|
|
7,751
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Huntsman International LLC members’ equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Members’ equity
|
|
|
3,616
|
|
|
2,216
|
|
|
3,641
|
|
|
(5,857)
|
|
|
3,616
|
|
Accumulated (deficit) retained earnings
|
|
|
(270)
|
|
|
2,749
|
|
|
(116)
|
|
|
(2,633)
|
|
|
(270)
|
|
Accumulated other comprehensive (loss) income
|
|
|
(1,263)
|
|
|
1,727
|
|
|
(1,211)
|
|
|
(516)
|
|
|
(1,263)
|
|
Total Huntsman International LLC members’ equity
|
|
|
2,083
|
|
|
6,692
|
|
|
2,314
|
|
|
(9,006)
|
|
|
2,083
|
|
Noncontrolling interests in subsidiaries
|
|
|
—
|
|
|
—
|
|
|
748
|
|
|
3
|
|
|
751
|
|
Total equity
|
|
|
2,083
|
|
|
6,692
|
|
|
3,062
|
|
|
(9,003)
|
|
|
2,834
|
|
Total liabilities and equity
|
|
$
|
9,281
|
|
$
|
8,674
|
|
$
|
8,121
|
|
$
|
(15,491)
|
|
$
|
10,585
|
HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEETS
AS OF DECEMBER 31, 2016
(In Millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated
|
|
|
|
Parent
|
|
|
|
|
|
|
|
|
|
|
Huntsman
|
|
|
|
Company
|
|
Guarantors
|
|
Nonguarantors
|
|
Eliminations
|
|
International LLC
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
37
|
|
$
|
—
|
|
$
|
347
|
|
$
|
—
|
|
$
|
384
|
|
Restricted cash
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|
—
|
|
|
11
|
|
Accounts and notes receivable, net
|
|
|
22
|
|
|
88
|
|
|
1,053
|
|
|
5
|
|
|
1,168
|
|
Accounts receivable from affiliates
|
|
|
1,351
|
|
|
4,589
|
|
|
149
|
|
|
(5,760)
|
|
|
329
|
|
Inventories
|
|
|
85
|
|
|
183
|
|
|
652
|
|
|
(2)
|
|
|
918
|
|
Prepaid expenses
|
|
|
68
|
|
|
46
|
|
|
36
|
|
|
(101)
|
|
|
49
|
|
Other current assets
|
|
|
820
|
|
|
3
|
|
|
129
|
|
|
(725)
|
|
|
227
|
|
Current assets held for sale
|
|
|
—
|
|
|
—
|
|
|
777
|
|
|
—
|
|
|
777
|
|
Total current assets
|
|
|
2,383
|
|
|
4,909
|
|
|
3,154
|
|
|
(6,583)
|
|
|
3,863
|
|
Property, plant and equipment, net
|
|
|
463
|
|
|
1,163
|
|
|
1,385
|
|
|
1
|
|
|
3,012
|
|
Investment in unconsolidated affiliates
|
|
|
5,870
|
|
|
1,458
|
|
|
245
|
|
|
(7,325)
|
|
|
248
|
|
Intangible assets, net
|
|
|
28
|
|
|
—
|
|
|
15
|
|
|
—
|
|
|
43
|
|
Goodwill
|
|
|
(12)
|
|
|
82
|
|
|
51
|
|
|
—
|
|
|
121
|
|
Deferred income taxes
|
|
|
515
|
|
|
—
|
|
|
265
|
|
|
(527)
|
|
|
253
|
|
Notes receivable from affiliates
|
|
|
37
|
|
|
620
|
|
|
—
|
|
|
(657)
|
|
|
—
|
|
Other noncurrent assets
|
|
|
74
|
|
|
188
|
|
|
210
|
|
|
—
|
|
|
472
|
|
Noncurrent assets held for sale
|
|
|
—
|
|
|
—
|
|
|
1,463
|
|
|
—
|
|
|
1,463
|
|
Total assets
|
|
$
|
9,358
|
|
$
|
8,420
|
|
$
|
6,788
|
|
$
|
(15,091)
|
|
$
|
9,475
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
63
|
|
$
|
152
|
|
$
|
553
|
|
$
|
5
|
|
$
|
773
|
|
Accounts payable to affiliates
|
|
|
3,667
|
|
|
645
|
|
|
1,499
|
|
|
(5,760)
|
|
|
51
|
|
Accrued liabilities
|
|
|
87
|
|
|
787
|
|
|
420
|
|
|
(826)
|
|
|
468
|
|
Note payable to affiliate
|
|
|
100
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
100
|
|
Current portion of debt
|
|
|
30
|
|
|
—
|
|
|
20
|
|
|
—
|
|
|
50
|
|
Current liabilities held for sale
|
|
|
—
|
|
|
—
|
|
|
467
|
|
|
—
|
|
|
467
|
|
Total current liabilities
|
|
|
3,947
|
|
|
1,584
|
|
|
2,959
|
|
|
(6,581)
|
|
|
1,909
|
|
Long-term debt
|
|
|
3,763
|
|
|
—
|
|
|
359
|
|
|
—
|
|
|
4,122
|
|
Notes payable to affiliates
|
|
|
696
|
|
|
—
|
|
|
658
|
|
|
(657)
|
|
|
697
|
|
Deferred income taxes
|
|
|
22
|
|
|
257
|
|
|
19
|
|
|
69
|
|
|
367
|
|
Other noncurrent liabilities
|
|
|
174
|
|
|
300
|
|
|
577
|
|
|
—
|
|
|
1,051
|
|
Noncurrent liabilities held for sale
|
|
|
—
|
|
|
—
|
|
|
393
|
|
|
—
|
|
|
393
|
|
Total liabilities
|
|
|
8,602
|
|
|
2,141
|
|
|
4,965
|
|
|
(7,169)
|
|
|
8,539
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Huntsman International LLC members’ equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Members’ equity
|
|
|
3,226
|
|
|
2,949
|
|
|
5,019
|
|
|
(7,968)
|
|
|
3,226
|
|
Accumulated (deficit) retained earnings
|
|
|
(779)
|
|
|
2,332
|
|
|
(1,713)
|
|
|
(619)
|
|
|
(779)
|
|
Accumulated other comprehensive (loss) income
|
|
|
(1,691)
|
|
|
998
|
|
|
(1,652)
|
|
|
654
|
|
|
(1,691)
|
|
Total Huntsman International LLC members' equity
|
|
|
756
|
|
|
6,279
|
|
|
1,654
|
|
|
(7,933)
|
|
|
756
|
|
Noncontrolling interests in subsidiaries
|
|
|
—
|
|
|
—
|
|
|
169
|
|
|
11
|
|
|
180
|
|
Total equity
|
|
|
756
|
|
|
6,279
|
|
|
1,823
|
|
|
(7,922)
|
|
|
936
|
|
Total liabilities and equity
|
|
$
|
9,358
|
|
$
|
8,420
|
|
$
|
6,788
|
|
$
|
(15,091)
|
|
$
|
9,475
|
HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME
YEAR ENDED DECEMBER 31, 2017
(In Millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Huntsman
|
|
|
|
Parent
|
|
|
|
|
|
|
|
|
|
|
International
|
|
|
|
Company
|
|
Guarantors
|
|
Nonguarantors
|
|
Eliminations
|
|
LLC
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade sales, services and fees, net
|
|
$
|
1,116
|
|
$
|
2,028
|
|
$
|
5,064
|
|
$
|
—
|
|
$
|
8,208
|
|
Related party sales
|
|
|
230
|
|
|
329
|
|
|
1,051
|
|
|
(1,460)
|
|
|
150
|
|
Total revenues
|
|
|
1,346
|
|
|
2,357
|
|
|
6,115
|
|
|
(1,460)
|
|
|
8,358
|
|
Cost of goods sold
|
|
|
1,050
|
|
|
2,069
|
|
|
4,880
|
|
|
(1,456)
|
|
|
6,543
|
|
Gross profit
|
|
|
296
|
|
|
288
|
|
|
1,235
|
|
|
(4)
|
|
|
1,815
|
|
Selling, general and administrative
|
|
|
171
|
|
|
132
|
|
|
490
|
|
|
—
|
|
|
793
|
|
Research and development
|
|
|
50
|
|
|
43
|
|
|
45
|
|
|
—
|
|
|
138
|
|
Restructuring, impairment and plant closing costs
|
|
|
8
|
|
|
—
|
|
|
12
|
|
|
—
|
|
|
20
|
|
Merger costs
|
|
|
28
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28
|
|
Other operating expense (income), net
|
|
|
30
|
|
|
(37)
|
|
|
(16)
|
|
|
—
|
|
|
(23)
|
|
Operating income
|
|
|
9
|
|
|
150
|
|
|
704
|
|
|
(4)
|
|
|
859
|
|
Interest (expense) income
|
|
|
(179)
|
|
|
27
|
|
|
(29)
|
|
|
—
|
|
|
(181)
|
|
Equity in income of investment in affiliates and subsidiaries
|
|
|
614
|
|
|
641
|
|
|
15
|
|
|
(1,257)
|
|
|
13
|
|
Loss on early extinguishment of debt
|
|
|
(54)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(54)
|
|
Dividend income
|
|
|
473
|
|
|
—
|
|
|
—
|
|
|
(473)
|
|
|
—
|
|
Other income, net
|
|
|
1
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
3
|
|
Income from continuing operations before income taxes
|
|
|
864
|
|
|
818
|
|
|
692
|
|
|
(1,734)
|
|
|
640
|
|
Income tax (expense) benefit
|
|
|
(192)
|
|
|
59
|
|
|
(161)
|
|
|
233
|
|
|
(61)
|
|
Income from continuing operations
|
|
|
672
|
|
|
877
|
|
|
531
|
|
|
(1,501)
|
|
|
579
|
|
(Loss) income from discontinued operations, net of tax
|
|
|
(43)
|
|
|
(4)
|
|
|
202
|
|
|
—
|
|
|
155
|
|
Net income
|
|
|
629
|
|
|
873
|
|
|
733
|
|
|
(1,501)
|
|
|
734
|
|
Net income attributable to noncontrolling interests
|
|
|
—
|
|
|
—
|
|
|
(111)
|
|
|
6
|
|
|
(105)
|
|
Net income attributable to Huntsman International LLC
|
|
$
|
629
|
|
$
|
873
|
|
$
|
622
|
|
$
|
(1,495)
|
|
$
|
629
|
|
Net income
|
|
$
|
629
|
|
$
|
873
|
|
$
|
733
|
|
$
|
(1,501)
|
|
$
|
734
|
|
Other comprehensive income
|
|
|
428
|
|
|
728
|
|
|
336
|
|
|
(1,171)
|
|
|
321
|
|
Comprehensive income attributable to noncontrolling interests
|
|
|
—
|
|
|
—
|
|
|
(130)
|
|
|
3
|
|
|
(127)
|
|
Comprehensive income attributable to Huntsman International LLC
|
|
$
|
1,057
|
|
$
|
1,601
|
|
$
|
939
|
|
$
|
(2,669)
|
|
$
|
928
|
HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
AND COMPREHENSIVE (LOSS) INCOME
YEAR ENDED DECEMBER 31, 2016
(In Millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Huntsman
|
|
|
|
Parent
|
|
|
|
|
|
|
|
|
|
|
International
|
|
|
|
Company
|
|
Guarantors
|
|
Nonguarantors
|
|
Eliminations
|
|
LLC
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade sales, services and fees, net
|
|
$
|
1,048
|
|
$
|
1,862
|
|
$
|
4,477
|
|
$
|
—
|
|
$
|
7,387
|
|
Related party sales
|
|
|
201
|
|
|
286
|
|
|
946
|
|
|
(1,302)
|
|
|
131
|
|
Total revenues
|
|
|
1,249
|
|
|
2,148
|
|
|
5,423
|
|
|
(1,302)
|
|
|
7,518
|
|
Cost of goods sold
|
|
|
984
|
|
|
1,823
|
|
|
4,486
|
|
|
(1,305)
|
|
|
5,988
|
|
Gross profit
|
|
|
265
|
|
|
325
|
|
|
937
|
|
|
3
|
|
|
1,530
|
|
Selling, general and administrative
|
|
|
156
|
|
|
111
|
|
|
497
|
|
|
—
|
|
|
764
|
|
Research and development
|
|
|
48
|
|
|
42
|
|
|
47
|
|
|
—
|
|
|
137
|
|
Restructuring, impairment and plant closing costs
|
|
|
6
|
|
|
16
|
|
|
25
|
|
|
—
|
|
|
47
|
|
Other operating income, net
|
|
|
(24)
|
|
|
(31)
|
|
|
(46)
|
|
|
—
|
|
|
(101)
|
|
Operating income
|
|
|
79
|
|
|
187
|
|
|
414
|
|
|
3
|
|
|
683
|
|
Interest (expense) income
|
|
|
(218)
|
|
|
31
|
|
|
(28)
|
|
|
—
|
|
|
(215)
|
|
Equity in income of investment in affiliates and subsidiaries
|
|
|
183
|
|
|
320
|
|
|
6
|
|
|
(504)
|
|
|
5
|
|
(Loss) income on early extinguishment of debt
|
|
|
(4)
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
(3)
|
|
Dividends received (paid)
|
|
|
217
|
|
|
(430)
|
|
|
430
|
|
|
(217)
|
|
|
—
|
|
Other income, net
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
5
|
|
Income from continuing operations before income taxes
|
|
|
257
|
|
|
108
|
|
|
828
|
|
|
(718)
|
|
|
475
|
|
Income tax benefit (expense)
|
|
|
76
|
|
|
(78)
|
|
|
(78)
|
|
|
(28)
|
|
|
(108)
|
|
Income from continuing operations
|
|
|
333
|
|
|
30
|
|
|
750
|
|
|
(746)
|
|
|
367
|
|
(Loss) income from discontinued operations, net of tax
|
|
|
(10)
|
|
|
(2)
|
|
|
(1)
|
|
|
—
|
|
|
(13)
|
|
Net income
|
|
|
323
|
|
|
28
|
|
|
749
|
|
|
(746)
|
|
|
354
|
|
Net income attributable to noncontrolling interests
|
|
|
—
|
|
|
—
|
|
|
(28)
|
|
|
(3)
|
|
|
(31)
|
|
Net income attributable to Huntsman International LLC
|
|
$
|
323
|
|
$
|
28
|
|
$
|
721
|
|
$
|
(749)
|
|
$
|
323
|
|
Net income
|
|
$
|
323
|
|
$
|
28
|
|
$
|
749
|
|
$
|
(746)
|
|
$
|
354
|
|
Other comprehensive loss
|
|
|
(374)
|
|
|
(365)
|
|
|
(347)
|
|
|
703
|
|
|
(383)
|
|
Comprehensive income attributable to noncontrolling interests
|
|
|
—
|
|
|
—
|
|
|
(11)
|
|
|
(12)
|
|
|
(23)
|
|
Comprehensive (loss) income attributable to Huntsman International LLC
|
|
$
|
(51)
|
|
$
|
(337)
|
|
$
|
391
|
|
$
|
(55)
|
|
$
|
(52)
|
HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
AND COMPREHENSIVE (LOSS) INCOME
YEAR ENDED DECEMBER 31, 2015
(In Millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Huntsman
|
|
|
|
Parent
|
|
|
|
|
|
|
|
|
|
|
International
|
|
|
|
Company
|
|
Guarantors
|
|
Nonguarantors
|
|
Eliminations
|
|
LLC
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade sales, services and fees, net
|
|
$
|
1,054
|
|
$
|
2,121
|
|
$
|
4,833
|
|
$
|
—
|
|
$
|
8,008
|
|
Related party sales
|
|
|
238
|
|
|
365
|
|
|
969
|
|
|
(1,441)
|
|
|
131
|
|
Total revenues
|
|
|
1,292
|
|
|
2,486
|
|
|
5,802
|
|
|
(1,441)
|
|
|
8,139
|
|
Cost of goods sold
|
|
|
1,026
|
|
|
1,925
|
|
|
4,889
|
|
|
(1,439)
|
|
|
6,401
|
|
Gross profit
|
|
|
266
|
|
|
561
|
|
|
913
|
|
|
(2)
|
|
|
1,738
|
|
Selling, general and administrative
|
|
|
172
|
|
|
113
|
|
|
501
|
|
|
—
|
|
|
786
|
|
Research and development
|
|
|
54
|
|
|
44
|
|
|
45
|
|
|
—
|
|
|
143
|
|
Restructuring, impairment and plant closing costs
|
|
|
7
|
|
|
5
|
|
|
71
|
|
|
—
|
|
|
83
|
|
Other operating (income) expense, net
|
|
|
(27)
|
|
|
(25)
|
|
|
53
|
|
|
—
|
|
|
1
|
|
Operating income
|
|
|
60
|
|
|
424
|
|
|
243
|
|
|
(2)
|
|
|
725
|
|
Interest (expense) income
|
|
|
(220)
|
|
|
33
|
|
|
(27)
|
|
|
—
|
|
|
(214)
|
|
Equity in income (loss) of investment in affiliates and subsidiaries
|
|
|
169
|
|
|
(58)
|
|
|
7
|
|
|
(112)
|
|
|
6
|
|
Loss on early extinguishment of debt
|
|
|
(31)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(31)
|
|
Other income, net
|
|
|
2
|
|
|
—
|
|
|
7
|
|
|
(2)
|
|
|
7
|
|
(Loss) income from continuing operations before income taxes
|
|
|
(20)
|
|
|
399
|
|
|
230
|
|
|
(116)
|
|
|
493
|
|
Income tax benefit (expense)
|
|
|
113
|
|
|
(125)
|
|
|
13
|
|
|
(60)
|
|
|
(59)
|
|
Income from continuing operations
|
|
|
93
|
|
|
274
|
|
|
243
|
|
|
(176)
|
|
|
434
|
|
Income (loss) from discontinued operations, net of tax
|
|
|
1
|
|
|
(2)
|
|
|
(306)
|
|
|
—
|
|
|
(307)
|
|
Net income (loss)
|
|
|
94
|
|
|
272
|
|
|
(63)
|
|
|
(176)
|
|
|
127
|
|
Net income attributable to noncontrolling interests
|
|
|
—
|
|
|
—
|
|
|
(28)
|
|
|
(5)
|
|
|
(33)
|
|
Net income (loss) attributable to Huntsman International LLC
|
|
$
|
94
|
|
$
|
272
|
|
$
|
(91)
|
|
$
|
(181)
|
|
$
|
94
|
|
Net income (loss)
|
|
$
|
94
|
|
$
|
272
|
|
$
|
(63)
|
|
$
|
(176)
|
|
$
|
127
|
|
Other comprehensive loss
|
|
|
(229)
|
|
|
(37)
|
|
|
(246)
|
|
|
278
|
|
|
(234)
|
|
Comprehensive income attributable to noncontrolling interests
|
|
|
—
|
|
|
—
|
|
|
(13)
|
|
|
(15)
|
|
|
(28)
|
|
Comprehensive (loss) income attributable to Huntsman International LLC
|
|
$
|
(135)
|
|
$
|
235
|
|
$
|
(322)
|
|
$
|
87
|
|
$
|
(135)
|
HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
YEAR ENDED DECEMBER 31, 2017
(In Millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated
|
|
|
|
Parent
|
|
|
|
|
|
|
|
Huntsman
|
|
|
|
Company
|
|
Guarantors
|
|
Nonguarantors
|
|
Eliminations
|
|
International LLC
|
|
Net cash provided by (used in) operating activities from continuing operations
|
|
$
|
859
|
|
$
|
587
|
|
$
|
(137)
|
|
$
|
(473)
|
|
$
|
836
|
|
Net cash (used in) provided by operating activities from discontinued operations
|
|
|
(19)
|
|
|
(2)
|
|
|
393
|
|
|
—
|
|
|
372
|
|
Net cash provided by (used in) operating activities
|
|
|
840
|
|
|
585
|
|
|
256
|
|
|
(473)
|
|
|
1,208
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures
|
|
|
(49)
|
|
|
(69)
|
|
|
(164)
|
|
|
—
|
|
|
(282)
|
|
Cash received from (paid for) consolidated affiliates
|
|
|
870
|
|
|
(2)
|
|
|
(276)
|
|
|
(592)
|
|
|
—
|
|
Acquisition of business, net of cash acquired
|
|
|
—
|
|
|
—
|
|
|
(14)
|
|
|
—
|
|
|
(14)
|
|
Proceeds from sale of businesses/assets
|
|
|
—
|
|
|
—
|
|
|
25
|
|
|
—
|
|
|
25
|
|
Increase in receivable from affiliate
|
|
|
(15)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15)
|
|
Cash received from termination of cross-currency interest rate contracts
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
Net cash provided by (used in) investing activities from continuing operations
|
|
|
813
|
|
|
(71)
|
|
|
(429)
|
|
|
(592)
|
|
|
(279)
|
|
Net cash used in investing activities from discontinued operations
|
|
|
—
|
|
|
—
|
|
|
(159)
|
|
|
—
|
|
|
(159)
|
|
Net cash provided by (used in) investing activities
|
|
|
813
|
|
|
(71)
|
|
|
(588)
|
|
|
(592)
|
|
|
(438)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net repayments under revolving loan facilities
|
|
|
—
|
|
|
—
|
|
|
(41)
|
|
|
—
|
|
|
(41)
|
|
Net borrowings on overdraft facilities
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
Repayments of short-term debt
|
|
|
—
|
|
|
—
|
|
|
(15)
|
|
|
—
|
|
|
(15)
|
|
Borrowings on short-term debt
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
8
|
|
Repayments of long-term debt
|
|
|
(2,026)
|
|
|
—
|
|
|
(32)
|
|
|
—
|
|
|
(2,058)
|
|
Proceeds from long-term debt of P&A Business
|
|
|
—
|
|
|
—
|
|
|
750
|
|
|
—
|
|
|
750
|
|
Proceeds from issuance of long-term debt
|
|
|
—
|
|
|
—
|
|
|
24
|
|
|
—
|
|
|
24
|
|
Proceeds from issuance of notes payable from affiliate
|
|
|
47
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
47
|
|
Repayments of notes payable
|
|
|
(27)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(27)
|
|
Borrowings on notes payable
|
|
|
31
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
31
|
|
Debt issuance costs paid
|
|
|
(3)
|
|
|
—
|
|
|
(18)
|
|
|
—
|
|
|
(21)
|
|
Dividends paid to noncontrolling interests
|
|
|
—
|
|
|
—
|
|
|
(34)
|
|
|
—
|
|
|
(34)
|
|
Contribution from noncontrolling interests
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
5
|
|
Distribution to parent
|
|
|
—
|
|
|
(511)
|
|
|
(81)
|
|
|
592
|
|
|
—
|
|
Dividends paid to parent
|
|
|
(120)
|
|
|
(1)
|
|
|
(472)
|
|
|
473
|
|
|
(120)
|
|
Proceeds from the IPO and secondary offering of P&A Business
|
|
|
522
|
|
|
—
|
|
|
490
|
|
|
—
|
|
|
1,012
|
|
Cash paid for expenses of the IPO and secondary offering of P&A Business
|
|
|
(40)
|
|
|
—
|
|
|
(18)
|
|
|
—
|
|
|
(58)
|
|
Other, net
|
|
|
—
|
|
|
(2)
|
|
|
3
|
|
|
—
|
|
|
1
|
|
Net cash (used in) provided by financing activities
|
|
|
(1,616)
|
|
|
(514)
|
|
|
570
|
|
|
1,065
|
|
|
(495)
|
|
Effect of exchange rate changes on cash
|
|
|
—
|
|
|
—
|
|
|
18
|
|
|
—
|
|
|
18
|
|
Increase in cash and cash equivalents
|
|
|
37
|
|
|
—
|
|
|
256
|
|
|
—
|
|
|
293
|
|
Cash and cash equivalents from continuing operations at beginning of period
|
|
|
37
|
|
|
—
|
|
|
347
|
|
|
—
|
|
|
384
|
|
Cash and cash equivalents from discontinued operations at beginning of period
|
|
|
—
|
|
|
—
|
|
|
29
|
|
|
—
|
|
|
29
|
|
Cash and cash equivalents at end of period
|
|
$
|
74
|
|
$
|
—
|
|
$
|
632
|
|
$
|
—
|
|
$
|
706
|
During the year ended December 31, 2017, we made a noncash capital contribution of approximately $50 million between Parent Company and Guarantor entities.
HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
YEAR ENDED DECEMBER 31, 2016
(In Millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated
|
|
|
|
Parent
|
|
|
|
|
|
|
|
Huntsman
|
|
|
|
Company
|
|
Guarantors
|
|
Nonguarantors
|
|
Eliminations
|
|
International LLC
|
|
Net cash provided by operating activities from continuing operations
|
|
$
|
457
|
|
$
|
120
|
|
$
|
391
|
|
$
|
—
|
|
$
|
968
|
|
Net cash (used in) provided by operating activities from discontinued operations
|
|
|
(11)
|
|
|
—
|
|
|
121
|
|
|
—
|
|
|
110
|
|
Net cash provided by operating activities
|
|
|
446
|
|
|
120
|
|
|
512
|
|
|
—
|
|
|
1,078
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures
|
|
|
(42)
|
|
|
(92)
|
|
|
(184)
|
|
|
—
|
|
|
(318)
|
|
Cash received from consolidated affiliates
|
|
|
203
|
|
|
—
|
|
|
—
|
|
|
(203)
|
|
|
—
|
|
Investment in affiliate
|
|
|
—
|
|
|
(3)
|
|
|
—
|
|
|
3
|
|
|
—
|
|
Investment in unconsolidated affiliate
|
|
|
—
|
|
|
—
|
|
|
(1)
|
|
|
—
|
|
|
(1)
|
|
Proceeds from sale of businesses/assets
|
|
|
12
|
|
|
—
|
|
|
187
|
|
|
—
|
|
|
199
|
|
Decrease in receivable in affiliate
|
|
|
6
|
|
|
—
|
|
|
6
|
|
|
(6)
|
|
|
6
|
|
Change in restricted cash
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
Other, net
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
Net cash provided by (used in) investing activities from continuing operations
|
|
|
179
|
|
|
(95)
|
|
|
10
|
|
|
(206)
|
|
|
(112)
|
|
Net cash used in investing activities from discontinued operations
|
|
|
—
|
|
|
—
|
|
|
(83)
|
|
|
—
|
|
|
(83)
|
|
Net cash provided by (used in) investing activities
|
|
|
179
|
|
|
(95)
|
|
|
(73)
|
|
|
(206)
|
|
|
(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
|
|
|
—
|
|
|
—
|
|
|
(45)
|
|
|
15
|
|
|
(30)
|
|
Contribution from parent
|
|
|
—
|
|
|
3
|
|
|
11
|
|
|
(14)
|
|
|
—
|
|
Distribution to parent
|
|
|
—
|
|
|
(27)
|
|
|
(171)
|
|
|
198
|
|
|
—
|
|
Dividends paid to parent
|
|
|
(119)
|
|
|
(1)
|
|
|
—
|
|
|
1
|
|
|
(119)
|
|
Other, net
|
|
|
2
|
|
|
—
|
|
|
(3)
|
|
|
—
|
|
|
(1)
|
|
Net cash used in financing activities
|
|
|
(632)
|
|
|
(25)
|
|
|
(270)
|
|
|
206
|
|
|
(721)
|
|
Effect of exchange rate changes on cash from continuing operations
|
|
|
—
|
|
|
—
|
|
|
(6)
|
|
|
—
|
|
|
(6)
|
|
(Decrease) increase in cash and cash equivalents
|
|
|
(7)
|
|
|
—
|
|
|
163
|
|
|
—
|
|
|
156
|
|
Cash and cash equivalents from continuing operations at beginning of period
|
|
|
44
|
|
|
—
|
|
|
192
|
|
|
—
|
|
|
236
|
|
Cash and cash equivalents from discontinued operations at beginning of period
|
|
|
—
|
|
|
—
|
|
|
21
|
|
|
—
|
|
|
21
|
|
Cash and cash equivalents at end of period
|
|
$
|
37
|
|
$
|
—
|
|
$
|
376
|
|
$
|
—
|
|
$
|
413
|
During the second quarter of 2016 and the fourth quarter of 2016, we made noncash capital contributions of approximately $215 million and approximately $75 million, respectively, between Parent and certain Nonguarantors.
HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
YEAR ENDED DECEMBER 31, 2015
(In Millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Huntsman
|
|
|
|
Parent
|
|
|
|
|
|
|
|
|
|
|
International
|
|
|
|
Company
|
|
Guarantors
|
|
Nonguarantors
|
|
Eliminations
|
|
LLC
|
|
Net cash provided by operating activities from continuing operations
|
|
$
|
(23)
|
|
$
|
229
|
|
$
|
410
|
|
$
|
(2)
|
|
$
|
614
|
|
Net cash used in operating activities from discontinued operations
|
|
|
—
|
|
|
—
|
|
|
(44)
|
|
|
—
|
|
|
(44)
|
|
Net cash provided by operating activities
|
|
|
(23)
|
|
|
229
|
|
|
366
|
|
|
(2)
|
|
|
570
|
|
Investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures
|
|
|
(70)
|
|
|
(200)
|
|
|
(191)
|
|
|
—
|
|
|
(461)
|
|
Investment in affiliate
|
|
|
34
|
|
|
(5)
|
|
|
(6)
|
|
|
(23)
|
|
|
—
|
|
Investment in unconsolidated affiliates
|
|
|
—
|
|
|
—
|
|
|
(12)
|
|
|
—
|
|
|
(12)
|
|
Acquisition of businesses, net of cash acquired
|
|
|
—
|
|
|
—
|
|
|
(14)
|
|
|
—
|
|
|
(14)
|
|
Proceeds from sale of businesses/assets
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
Decrease in receivable from affiliate
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
Cash received from purchase price adjustment for business acquired
|
|
|
18
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18
|
|
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 from continuing operations
|
|
|
50
|
|
|
(205)
|
|
|
(225)
|
|
|
(23)
|
|
|
(403)
|
|
Net cash used in investing activities from discontinued operations
|
|
|
—
|
|
|
—
|
|
|
(196)
|
|
|
—
|
|
|
(196)
|
|
Net cash provided by (used in) investing activities
|
|
|
50
|
|
|
(205)
|
|
|
(421)
|
|
|
(23)
|
|
|
(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
|
|
|
—
|
|
|
—
|
|
|
(20)
|
|
|
6
|
|
|
(14)
|
|
Contribution from parent
|
|
|
—
|
|
|
5
|
|
|
6
|
|
|
(11)
|
|
|
—
|
|
Distribution to parent
|
|
|
—
|
|
|
(27)
|
|
|
(7)
|
|
|
34
|
|
|
—
|
|
Dividends paid to parent
|
|
|
(121)
|
|
|
(2)
|
|
|
—
|
|
|
2
|
|
|
(121)
|
|
Other, net
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
Net cash used in financing activities
|
|
|
(336)
|
|
|
(24)
|
|
|
(73)
|
|
|
25
|
|
|
(408)
|
|
Effect of exchange rate changes on cash
|
|
|
—
|
|
|
—
|
|
|
(16)
|
|
|
—
|
|
|
(16)
|
|
Decrease in cash and cash equivalents
|
|
|
(309)
|
|
|
—
|
|
|
(144)
|
|
|
—
|
|
|
(453)
|
|
Cash and cash equivalents from continuing operations at beginning of period
|
|
|
353
|
|
|
—
|
|
|
322
|
|
|
—
|
|
|
675
|
|
Cash and cash equivalents from discontinued operations at beginning of period
|
|
|
—
|
|
|
—
|
|
|
35
|
|
|
—
|
|
|
35
|
|
Cash and cash equivalents at end of period
|
|
$
|
44
|
|
$
|
—
|
|
$
|
213
|
|
$
|
—
|
|
$
|
257
|
During the first quarter of 2015, we made a noncash capital contribution of approximately $284 million between Guarantor entities and Nonguarantor entities and a noncash capital contribution of approximately $123 million between Parent Company and Guarantor entities.
|