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. |