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

Annual report pursuant to Section 13 and 15(d)

DISCONTINUED OPERATIONS AND BUSINESS DISPOSITIONS

DISCONTINUED OPERATIONS AND BUSINESS DISPOSITIONS

12 Months Ended

Dec. 31, 2019

DISCONTINUED OPERATIONS AND BUSINESS DISPOSITIONS

DISCONTINUED OPERATIONS AND BUSINESS DISPOSITIONS

4. DISCONTINUED OPERATIONS AND BUSINESS DISPOSITIONS

Sale of Chemical Intermediates Businesses

On January 3, 2020, we completed the sale of our Chemical Intermediates Businesses to Indorama in a transaction valued at approximately $2 billion, comprising a cash purchase price of approximately $1.93 billion, which includes estimated adjustments to the purchase price for working capital, plus the transfer of approximately $72 million in net underfunded pension and other post-employment benefit liabilities. The final purchase price is subject to customary post-closing adjustments. The net after tax cash proceeds are expected to be approximately $1.6 billion. Beginning in the third quarter of 2019, we reported the assets and liabilities of our Chemical Intermediates Businesses as held for sale and reported its results of operations as discontinued operations. Certain amounts for prior periods have similarly been retrospectively reflected for all periods presented. In connection with this sale, we entered into long-term supply agreements with Indorama for certain raw materials at market prices supplied by the Chemical Intermediates Businesses.

The following table reconciles the carrying amounts of major classes of assets and liabilities of discontinued operations to total assets and liabilities of discontinued operations that are classified as held for sale in our consolidated balance sheets (dollars in millions):


	December 31,		December 31,
	2019		2018
Carrying amounts of major classes of assets held for sale:
Accounts receivable	$	145	$	89
Inventories		105		134
Other current assets		—		9
Total current assets				232
Property, plant and equipment, net		720		711
Operating lease right-of-use assets		69		—
Deferred income taxes		4		—
Other noncurrent assets		165		166
Total noncurrent assets				877
Total assets held for sale(1)	$	1,208	$	1,109
Carrying amounts of major classes of liabilities held for sale:
Accounts payable	$	152	$	168
Accrued liabilities		26		57
Current operating lease liabilities		20		—
Total current liabilities				225
Deferred income taxes		135		159
Noncurrent operating lease liabilities		51		—
Other noncurrent liabilities		128		124
Total noncurrent liabilities				283
Total liabilities held for sale(1)	$	512	$	508

(1)	The assets and liabilities held for sale are classified as current as of December 31, 2019 because the sale of our

Chemical Intermediates Businesses was completed on January 3, 2020.

The following table reconciles major line items constituting pretax income of discontinued operations to after-tax income (loss) of discontinued operations as presented in our consolidated statements of operations (dollars in millions):

Huntsman Corporation


	Year ended December 31,
	2019		2018		2017
Major line items constituting pretax income of discontinued operations(1):
Trade sales, services and fees, net(2)	$	1,545	$	3,923	$	3,747
Cost of goods sold(2)		1,287		2,847		3,198
Other expense items, net that are not major		54		332		208
Income from discontinued operations before income taxes		204		744		341
Income tax expense		(35)		(86)		(111)
Loss on disposal		—		(427)		—
Valuation allowance		—		(270)		—
Income (loss) from discontinued operations, net of tax		169		(39)		230
Net income attributable to noncontrolling interests		—		(6)		(10)
Net income (loss) attributable to discontinued operations	$	169	$	(45)	$	220

Huntsman International


	Year ended December 31,
	2019		2018		2017
Major line items constituting pretax income of discontinued operations(1):
Trade sales, services and fees, net(2)	$	1,545	$	3,923	$	3,747
Cost of goods sold(2)		1,287		2,847		3,201
Other expense items, net that are not major		54		332		208
Income from discontinued operations before income taxes		204		744		338
Income tax expense		(35)		(86)		(111)
Loss on disposal		—		(427)		—
Valuation allowance		—		(270)		—
Income (loss) from discontinued operations, net of tax		169		(39)		227
Net income attributable to noncontrolling interests		—		(6)		(10)
Net income (loss) attributable to discontinued operations	$	169	$	(45)	$	217

(1)

Discontinued operations include our Chemical Intermediates Businesses, our Australian styrenics operations and our North American polymers and base chemicals operations for all periods presented. We began accounting for our investment in Venator as an equity method investment on December 3, 2018. Therefore, the summarized financial data only includes the results of Venator applicable to the period from January 1, 2017 through December 2, 2018.

(2)	Includes eliminations of trade sales, services and fees, net and cost of sales between continuing operations and discontinued operations.

Separation and Deconsolidation of Venator

In August 2017, we separated the P&A Business and conducted an IPO of ordinary shares of Venator, formerly a wholly-owned subsidiary of Huntsman. Additionally, in December 2017, we conducted a secondary offering of

Venator ordinary shares. All of such ordinary shares were sold by Huntsman, and Venator did not receive any proceeds from the offerings.

On January 3, 2018, the underwriters purchased an additional 1,948,955 Venator ordinary shares pursuant to their over-allotment option, which reduced Huntsman’s ownership interest in Venator to approximately 53%. Beginning in the third quarter of 2017, we reported the results of operations of Venator as discontinued operations.

On December 3, 2018, we sold an aggregate of 4,334,389, or 4%, of Venator ordinary shares to Bank of America N.A. at a price determined based on the average of the daily volume weighted average price of Venator ordinary shares over an agreed period (the “Forward Swap”). Over this agreed period, we received aggregate proceeds of $19 million, $16 million of which was received in the first quarter of 2019. Following this transaction, we retained approximately 49% ownership in Venator and this transaction allowed us to deconsolidate Venator beginning in December 2018, and thus we began accounting for our remaining interest in Venator as an equity method investment and elected the fair value option to account for our equity method investment in Venator.

Although we intend to monetize our remaining 49% ownership in Venator, our ability to sell our ordinary shares of Venator at a reasonable price is dependent upon the prevailing market value of Venator common stock. The depressed Venator stock price inhibits our ability to sell our remaining shares of Venator at a reasonable price, which could continue for more than twelve months. Therefore, in December 2018, our equity method investment in Venator did not meet the held for sale criteria and our equity method investment in Venator was recorded in continuing operations.

During the first quarter of 2019, we recorded a gain of $1 million to record the Forward Swap at fair value. Additionally, for year ended December 31, 2019, we recorded a loss of $19 million to record our investment in Venator at fair value. These gains and losses were recorded in “Fair value adjustments to Venator investment” on our consolidated statements of operations.