Annual report pursuant to Section 13 and 15(d)

VARIABLE INTEREST ENTITIES

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VARIABLE INTEREST ENTITIES
12 Months Ended
Dec. 31, 2018
VARIABLE INTEREST ENTITIES  
VARIABLE INTEREST ENTITIES

8.  VARIABLE INTEREST ENTITIES

We evaluate our investments and transactions to identify variable interest entities for which we are the primary beneficiary. We hold a variable interest in the following joint ventures for which we are the primary beneficiary:

·

Rubicon LLC is our 50%-owned joint venture with Lanxess that manufactures products for our Polyurethanes and Performance Products segments. The structure of the joint venture is such that the total equity investment at risk is not sufficient to permit the joint venture to finance its activities without additional financial support. By virtue of the operating agreement with this joint venture, we purchase a majority of the output, absorb a majority of the operating costs and provide a majority of the additional funding.

·

AAC is our 50%-owned joint venture with Zamil group that manufactures products for our Performance Products segment. As required in the operating agreement governing this joint venture, we purchase all of AAC’s production and sell it to our customers. Substantially all of the joint venture’s activities are conducted on our behalf.

·

Sasol‑Huntsman is our 50%‑owned joint venture with Sasol that owns and operates a maleic anhydride facility in Moers, Germany. This joint venture manufactures products for our Performance Products segment. The joint venture uses our technology and expertise, and we bear a disproportionate amount of risk of loss due to a related‑party loan to Sasol‑Huntsman for which we bear the default risk.

Creditors of these entities have no recourse to our general credit. See “Note 14. Debt—Direct and Subsidiary Debt.” As the primary beneficiary of these variable interest entities at December 31, 2018, the joint ventures’ assets, liabilities and results of operations are included in our consolidated financial statements.

The following table summarizes the carrying amount of our variable interest entities’ assets and liabilities included in our consolidated balance sheets as of December 31, 2018 and 2017 (dollars in millions):

 

 

 

 

 

 

 

 

 

December 31, 

 

    

2018

    

2017

Current assets

 

$

92

 

$

114

Property, plant and equipment, net

 

 

265

 

 

283

Other noncurrent assets

 

 

136

 

 

116

Deferred income taxes

 

 

32

 

 

33

Intangible assets

 

 

10

 

 

10

Goodwill

 

 

14

 

 

14

Total assets

 

$

549

 

$

570

Current liabilities

 

$

178

 

$

163

Long-term debt

 

 

61

 

 

86

Deferred income taxes

 

 

11

 

 

12

Other noncurrent liabilities

 

 

97

 

 

98

Total liabilities

 

$

347

 

$

359

 

The revenues, income from continuing operations before income taxes and net cash provided by operating activities for our variable interest entities are as follows (dollars in millions):

 

 

 

 

 

 

 

 

 

 

 

 

Year ended December 31, 

 

    

2018

    

2017

    

2016

Revenues

 

$

154

 

$

132

 

$

97

Income from continuing operations before income taxes

 

 

40

 

 

25

 

 

15

Net cash provided by operating activities

 

 

65

 

 

51

 

 

50

 

Prior to the separation of Venator, we held variable interests in two additional joint ventures for which we were the primary beneficiary: Pacific Iron Products Sdn Bhd and Viance, LLC. In connection with the separation of Venator, these variable interests were held by Venator at December 31, 2017, and as such, the assets and liabilities of these variable interest entities were included as part of assets and liabilities held for sale. See “Note 4. Discontinued Operations and Business Dispositions—Separation and Deconsolidation of Venator.”