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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

Form 10-Q

(Mark One)    

ý

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2016

OR

o

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                        to                       

 

Commission
File Number
  Exact Name of Registrant as Specified in its Charter,
Principal Office Address and Telephone Number
  State of Incorporation
or Organization
  I.R.S. Employer
Identification No.
001-32427   Huntsman Corporation
10003 Woodloch Forest Drive
The Woodlands, Texas 77380
(281) 719-6000
  Delaware   42-1648585
333-85141   Huntsman International LLC
10003 Woodloch Forest Drive
The Woodlands, Texas 77380
(281) 719-6000
  Delaware   87-0630358



         Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Huntsman Corporation

  YES ý   NO o

Huntsman International LLC

  YES ý   NO o

         Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Huntsman Corporation

  YES ý   NO o

Huntsman International LLC

  YES ý   NO o

         Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Huntsman Corporation   Large accelerated filer ý   Accelerated filer o   Non-accelerated filer o
(Do not check if a
smaller reporting company)
  Smaller reporting company o

Huntsman International LLC

 

Large accelerated filer o

 

Accelerated filer o

 

Non-accelerated filer ý
(Do not check if a
smaller reporting company)

 

Smaller reporting company o

         Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Huntsman Corporation

  YES o   NO ý

Huntsman International LLC

  YES o   NO ý



         On April 20, 2016, 238,163,547 shares of common stock of Huntsman Corporation were outstanding and 2,728 units of membership interests of Huntsman International LLC were outstanding. There is no trading market for Huntsman International LLC's units of membership interests. All of Huntsman International LLC's units of membership interests are held by Huntsman Corporation.



         This Quarterly Report on Form 10-Q presents information for two registrants: Huntsman Corporation and Huntsman International LLC. Huntsman International LLC is a wholly-owned subsidiary of Huntsman Corporation and is the principal operating company of Huntsman Corporation. The information reflected in this Quarterly Report on Form 10-Q is equally applicable to both Huntsman Corporation and Huntsman International LLC, except where otherwise indicated. Huntsman International LLC meets the conditions set forth in General Instructions H(1)(a) and (b) of Form 10-Q and, to the extent applicable, is therefore filing this form with a reduced disclosure format.

   


Table of Contents


HUNTSMAN CORPORATION AND SUBSIDIARIES
HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTERLY PERIOD
ENDED MARCH 31, 2016

TABLE OF CONTENTS

 
   
  Page  

PART I

 

FINANCIAL INFORMATION

    3  

ITEM 1.

 

Condensed Consolidated Financial Statements (Unaudited):

    3  

 

Huntsman Corporation and Subsidiaries:

       

 

Condensed Consolidated Balance Sheets

    3  

 

Condensed Consolidated Statements of Operations

    4  

 

Condensed Consolidated Statements of Comprehensive Income (Loss)

    5  

 

Condensed Consolidated Statements of Equity

    6  

 

Condensed Consolidated Statements of Cash Flows

    7  

 

Huntsman International LLC and Subsidiaries:

       

 

Condensed Consolidated Balance Sheets

    9  

 

Condensed Consolidated Statements of Operations

    10  

 

Condensed Consolidated Statements of Comprehensive Income (Loss)

    11  

 

Condensed Consolidated Statements of Equity

    12  

 

Condensed Consolidated Statements of Cash Flows

    13  

 

Huntsman Corporation and Subsidiaries and Huntsman International LLC and Subsidiaries:

       

 

Notes to Condensed Consolidated Financial Statements

    15  

ITEM 2.

 

Management's Discussion and Analysis of Financial Condition and Results of Operations

    58  

ITEM 3.

 

Quantitative and Qualitative Disclosures About Market Risk

    73  

ITEM 4.

 

Controls and Procedures

    75  

PART II

 

OTHER INFORMATION

    76  

ITEM 1.

 

Legal Proceedings

    76  

ITEM 1A.

 

Risk Factors

    76  

ITEM 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

    76  

ITEM 6.

 

Exhibits

    77  

2


Table of Contents


PART I. FINANCIAL INFORMATION

ITEM 1.    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

        


HUNTSMAN CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In Millions, Except Share and Per Share Amounts)

 
  March 31,
2016
  December 31,
2015
 

ASSETS

             

Current assets:

             

Cash and cash equivalents(a)

  $ 208   $ 257  

Restricted cash(a)

    10     12  

Accounts and notes receivable (net of allowance for doubtful accounts of $29 and $26, respectively), ($493 and $438 pledged as collateral, respectively)(a)

    1,558     1,420  

Accounts receivable from affiliates

    14     29  

Inventories(a)

    1,689     1,692  

Prepaid expenses

    70     112  

Other current assets(a)

    281     312  

Total current assets

    3,830     3,834  

Property, plant and equipment, net(a)

    4,437     4,446  

Investment in unconsolidated affiliates

    344     347  

Intangible assets, net(a)

    106     86  

Goodwill

    123     116  

Deferred income taxes

    424     418  

Other noncurrent assets(a)

    576     573  

Total assets

  $ 9,840   $ 9,820  

LIABILITIES AND EQUITY

             

Current liabilities:

             

Accounts payable(a)

  $ 999   $ 1,034  

Accounts payable to affiliates

    28     27  

Accrued liabilities(a)

    652     686  

Current portion of debt(a)

    103     170  

Total current liabilities

    1,782     1,917  

Long-term debt(a)

    4,724     4,625  

Notes payable to affiliates

    1     1  

Deferred income taxes

    425     422  

Other noncurrent liabilities(a)

    1,223     1,226  

Total liabilities

    8,155     8,191  

Commitments and contingencies (Notes 12 and 13)

             

Equity

             

Huntsman Corporation stockholders' equity:

             

Common stock $0.01 par value, 1,200,000,000 shares authorized, 250,770,770 and 249,483,541 shares issued and 236,271,202 and 237,080,026 shares outstanding, respectively

    3     3  

Additional paid-in capital

    3,439     3,407  

Treasury stock, 12,607,223 and 11,162,454 shares, respectively

    (150 )   (135 )

Unearned stock-based compensation

    (28 )   (17 )

Accumulated deficit

    (504 )   (528 )

Accumulated other comprehensive loss

    (1,261 )   (1,288 )

Total Huntsman Corporation stockholders' equity

    1,499     1,442  

Noncontrolling interests in subsidiaries

    186     187  

Total equity

    1,685     1,629  

Total liabilities and equity

  $ 9,840   $ 9,820  

(a)
At March 31, 2016 and December 31, 2015, respectively, $21 and $34 of cash and cash equivalents, $10 and $12 of restricted cash, $30 and $26 of accounts and notes receivable (net), $37 and $54 of inventories, $5 each of other current assets, $303 and $307 of property, plant and equipment (net), $37 and $36 of intangible assets (net), $42 and $38 of other noncurrent assets, $77 and $82 of accounts payable, $30 and $27 of accrued liabilities, $17 and $15 of current portion of debt, $123 and $137 of long-term debt, and $54 each of other noncurrent liabilities from consolidated variable interest entities are included in the respective balance sheet captions above. See "Note 4. Variable Interest Entities."

   

See accompanying notes to condensed consolidated financial statements.

3


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HUNTSMAN CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In Millions, Except Per Share Amounts)

 
  Three months
ended March 31,
 
 
  2016   2015  

Revenues:

             

Trade sales, services and fees, net

  $ 2,321   $ 2,560  

Related party sales

    34     29  

Total revenues

    2,355     2,589  

Cost of goods sold

    1,939     2,139  

Gross profit

    416     450  

Operating expenses:

             

Selling, general and administrative

    223     246  

Research and development

    37     42  

Other operating expense (income)

    5     (8 )

Restructuring, impairment and plant closing costs

    13     93  

Total expenses

    278     373  

Operating income

    138     77  

Interest expense

    (50 )   (56 )

Equity in income of investment in unconsolidated affiliates

    1     2  

Loss on early extinguishment of debt

        (3 )

Other income (loss)

    1     (1 )

Income from continuing operations before income taxes

    90     19  

Income tax expense

    (27 )   (2 )

Income from continuing operations

    63     17  

Loss from discontinued operations

    (1 )   (2 )

Net income

    62     15  

Net income attributable to noncontrolling interests

    (6 )   (10 )

Net income attributable to Huntsman Corporation

  $ 56   $ 5  

Basic income (loss) per share:

             

Income from continuing operations attributable to Huntsman Corporation common stockholders

  $ 0.24   $ 0.03  

Loss from discontinued operations attributable to Huntsman Corporation common stockholders, net of tax

        (0.01 )

Net income attributable to Huntsman Corporation common stockholders

  $ 0.24   $ 0.02  

Weighted average shares

    236.1     243.9  

Diluted income (loss) per share:

             

Income from continuing operations attributable to Huntsman Corporation common stockholders

  $ 0.24   $ 0.03  

Loss from discontinued operations attributable to Huntsman Corporation common stockholders, net of tax

        (0.01 )

Net income attributable to Huntsman Corporation common stockholders

  $ 0.24   $ 0.02  

Weighted average shares

    237.9     247.2  

Amounts attributable to Huntsman Corporation common stockholders:

             

Income from continuing operations

  $ 57   $ 7  

Loss from discontinued operations, net of tax

    (1 )   (2 )

Net income

  $ 56   $ 5  

Dividends per share

  $ 0.125   $ 0.125  

   

See accompanying notes to condensed consolidated financial statements.

4


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HUNTSMAN CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In Millions)

 
  Three months
ended
March 31,
 
 
  2016   2015  

Net income

  $ 62   $ 15  

Other comprehensive income (loss), net of tax:

             

Foreign currency translations adjustments

    27     (182 )

Pension and other postretirement benefits adjustments

    13     13  

Other, net

    (11 )   (1 )

Other comprehensive income (loss), net of tax

    29     (170 )

Comprehensive income (loss)

    91     (155 )

Comprehensive income attributable to noncontrolling interests

    (8 )   (3 )

Comprehensive income (loss) attributable to Huntsman Corporation

  $ 83   $ (158 )

   

See accompanying notes to condensed consolidated financial statements.

5


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HUNTSMAN CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(In Millions, Except Share Amounts)

 
  Huntsman Corporation Stockholders' Equity    
   
 
 
  Shares    
   
   
   
   
   
   
   
 
 
   
   
   
   
   
  Accumulated
other
comprehensive
loss
   
   
 
 
  Common
stock
  Common
stock
  Additional
paid-in
capital
  Treasury
stock
  Unearned
stock-based
compensation
  Accumulated
deficit
  Noncontrolling
interests in
subsidiaries
  Total
equity
 

Balance, January 1, 2016

    237,080,026   $ 3   $ 3,407   $ (135 ) $ (17 ) $ (528 ) $ (1,288 ) $ 187   $ 1,629  

Net income

                        56         6     62  

Other comprehensive income

                            27     2     29  

Issuance of nonvested stock awards

            16         (16 )                

Vesting of stock awards

    880,269         2                         2  

Recognition of stock-based compensation

            2         5                 7  

Repurchase and cancellation of stock awards

    (244,324 )                   (2 )           (2 )

Dividends paid to noncontrolling interests

                                (9 )   (9 )

Treasury stock repurchased

    (1,444,769 )       15     (15 )                    

Excess tax shortfall related to stock-based compensation

            (3 )                       (3 )

Dividends declared on common stock

                        (30 )           (30 )

Balance, March 31, 2016

    236,271,202   $ 3   $ 3,439   $ (150 ) $ (28 ) $ (504 ) $ (1,261 ) $ 186   $ 1,685  

Balance, January 1, 2015

    243,416,979   $ 3   $ 3,385   $ (50 ) $ (14 ) $ (493 ) $ (1,053 ) $ 173   $ 1,951  

Net income

                        5         10     15  

Other comprehensive loss

                            (163 )   (7 )   (170 )

Issuance of nonvested stock awards

            19         (19 )                

Vesting of stock awards

    1,000,585         6                         6  

Recognition of stock-based compensation

            3         5                 8  

Repurchase and cancellation of stock awards

    (302,372 )                   (7 )           (7 )

Stock options exercised

    11,732                                  

Excess tax benefit related to stock-based compensation

            1                         1  

Dividends declared on common stock

                        (31 )           (31 )

Balance, March 31, 2015

    244,126,924   $ 3   $ 3,414   $ (50 ) $ (28 ) $ (526 ) $ (1,216 ) $ 176   $ 1,773  

See accompanying notes to condensed consolidated financial statements.

6


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HUNTSMAN CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Millions)

 
  Three months
ended
March 31,
 
 
  2016   2015  

Operating Activities:

             

Net income

  $ 62   $ 15  

Adjustments to reconcile net income to net cash provided by operating activities:

             

Equity in income of investment in unconsolidated affiliates

    (1 )   (2 )

Depreciation and amortization

    100     95  

Loss on early extinguishment of debt

        3  

Noncash interest expense

    4     4  

Noncash restructuring and impairment charges

    5     29  

Deferred income taxes

    6     (33 )

Noncash gain on foreign currency transactions

        (6 )

Stock-based compensation

    8     9  

Other, net

    2     1  

Changes in operating assets and liabilities, net of effects of acquisitions:

             

Accounts and notes receivable

    (105 )   (49 )

Inventories

    22     54  

Prepaid expenses

    2     3  

Other current assets

    33     25  

Other noncurrent assets

    (20 )   (90 )

Accounts payable

    (31 )   (2 )

Accrued liabilities

        (3 )

Other noncurrent liabilities

    1     (19 )

Net cash provided by operating activities

    88     34  

Investing Activities:

             

Capital expenditures

    (99 )   (149 )

Cash received from unconsolidated affiliates

    10     15  

Investment in unconsolidated affiliates

    (12 )   (13 )

Cash received from termination of cross-currency interest rate contracts

        66  

Change in restricted cash

    2      

Other, net

    (2 )    

Net cash used in investing activities

    (101 )   (81 )

   

(Continued)

7


Table of Contents


HUNTSMAN CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(In Millions)

 
  Three months
ended
March 31,
 
 
  2016   2015  

Financing Activities:

             

Net borrowings under revolving loan facilities

  $ 45   $  

Net repayments on overdraft facilities

        (2 )

Repayments of short-term debt

    (12 )   (17 )

Borrowings on short-term debt

    4      

Repayments of long-term debt

    (27 )   (59 )

Proceeds from issuance of long-term debt

        326  

Repayments of notes payable

    (9 )   (9 )

Borrowings on notes payable

    2      

Debt issuance costs paid

        (4 )

Call premiums related to early extinguishment of debt

        (3 )

Contingent consideration paid for acquisition

        (4 )

Dividends paid to common stockholders

    (30 )   (31 )

Dividends paid to noncontrolling interests

    (9 )    

Repurchase and cancellation of stock awards

    (2 )   (7 )

Excess tax benefit related to stock-based compensation

        1  

Other, net

        (2 )

Net cash (used in) provided by financing activities

    (38 )   189  

Effect of exchange rate changes on cash

    2     (8 )

(Decrease) increase in cash and cash equivalents

    (49 )   134  

Cash and cash equivalents at beginning of period

    257     860  

Cash and cash equivalents at end of period

  $ 208   $ 994  

Supplemental cash flow information:

             

Cash paid for interest

  $ 35   $ 48  

Cash paid for income taxes

    5     11  

        As of March 31, 2016 and 2015, the amount of capital expenditures in accounts payable was $62 million and $58 million, respectively.

   

See accompanying notes to condensed consolidated financial statements.

8


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HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In Millions)

 
  March 31,
2016
  December 31,
2015
 

ASSETS

             

Current assets:

             

Cash and cash equivalents(a)

  $ 208   $ 257  

Restricted cash(a)

    10     12  

Accounts and notes receivable (net of allowance for doubtful accounts of $29 and $26, respectively), ($493 and $438 pledged as collateral, respectively)(a)

    1,558     1,420  

Accounts receivable from affiliates

    329     340  

Inventories(a)

    1,689     1,692  

Prepaid expenses

    69     111  

Other current assets(a)

    276     306  

Total current assets

    4,139     4,138  

Property, plant and equipment, net(a)

    4,405     4,410  

Investment in unconsolidated affiliates

    344     347  

Intangible assets, net(a)

    106     86  

Goodwill

    123     116  

Deferred income taxes

    424     418  

Other noncurrent assets(a)

    576     573  

Total assets

  $ 10,117   $ 10,088  

LIABILITIES AND EQUITY

             

Current liabilities:

             

Accounts payable(a)

  $ 998   $ 1,034  

Accounts payable to affiliates

    54     52  

Accrued liabilities(a)

    650     683  

Notes payable to affiliates

    100     100  

Current portion of debt(a)

    103     170  

Total current liabilities

    1,905     2,039  

Long-term debt(a)

    4,724     4,625  

Notes payable to affiliates

    698     698  

Deferred income taxes

    421     418  

Other noncurrent liabilities(a)

    1,226     1,224  

Total liabilities

    8,974     9,004  

Commitments and contingencies (Notes 12 and 13)

             

Equity

             

Huntsman International LLC members' equity:

             

Members' equity, 2,728 units issued and outstanding

    3,200     3,196  

Accumulated deficit

    (957 )   (983 )

Accumulated other comprehensive loss

    (1,286 )   (1,316 )

Total Huntsman International LLC members' equity

    957     897  

Noncontrolling interests in subsidiaries

    186     187  

Total equity

    1,143     1,084  

Total liabilities and equity

  $ 10,117   $ 10,088  

(a)
At March 31, 2016 and December 31, 2015, respectively, $21 and $34 of cash and cash equivalents, $10 and $12 of restricted cash, $30 and $26 of accounts and notes receivable (net), $37 and $54 of inventories, $5 each of other current assets, $303 and $307 of property, plant and equipment (net), $37 and $36 of intangible assets (net), $42 and $38 of other noncurrent assets, $77 and $82 of accounts payable, $30 and $27 of accrued liabilities, $17 and $15 of current portion of debt, $123 and $137 of long-term debt, and $54 each of other noncurrent liabilities from consolidated variable interest entities are included in the respective balance sheet captions above. See "Note 4. Variable Interest Entities."

   

See accompanying notes to condensed consolidated financial statements.

9


Table of Contents


HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In Millions)

 
  Three months
ended March 31,
 
 
  2016   2015  

Revenues:

             

Trade sales, services and fees, net

  $ 2,321   $ 2,560  

Related party sales

    34     29  

Total revenues

    2,355     2,589  

Cost of goods sold

    1,938     2,137  

Gross profit

    417     452  

Operating expenses:

             

Selling, general and administrative

    221     244  

Research and development

    37     42  

Other operating expense (income)

    5     (7 )

Restructuring, impairment and plant closing costs

    13     93  

Total expenses

    276     372  

Operating income

    141     80  

Interest expense

    (53 )   (58 )

Equity in income of investment in unconsolidated affiliates

    1     2  

Loss on early extinguishment of debt

        (3 )

Other income (loss)

    1     (1 )

Income from continuing operations before income taxes

    90     20  

Income tax expense

    (27 )   (3 )

Income from continuing operations

    63     17  

Loss from discontinued operations, net of tax

    (1 )   (2 )

Net income

    62     15  

Net income attributable to noncontrolling interests

    (6 )   (10 )

Net income attributable to Huntsman International LLC

  $ 56   $ 5  

   

See accompanying notes to condensed consolidated financial statements.

10


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HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In Millions)

 
  Three months
ended
March 31,
 
 
  2016   2015  

Net income

  $ 62   $ 15  

Other comprehensive income (loss), net of tax:

             

Foreign currency translations adjustment

    28     (182 )

Pension and other postretirement benefits adjustments

    15     15  

Other, net

    (11 )   (1 )

Other comprehensive income (loss), net of tax

    32     (168 )

Comprehensive income (loss)

    94     (153 )

Comprehensive income attributable to noncontrolling interests

    (8 )   (3 )

Comprehensive income (loss) attributable to Huntsman International LLC

  $ 86   $ (156 )

   

See accompanying notes to condensed consolidated financial statements.

11


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HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(In Millions, Except Unit Amounts)

 
  Huntsman International LLC Members    
   
 
 
  Members' equity    
  Accumulated
other
comprehensive
loss
   
   
 
 
  Accumulated
deficit
  Noncontrolling
interests in
subsidiaries
   
 
 
  Units   Amount   Total equity  

Balance, January 1, 2016

    2,728   $ 3,196   $ (983 ) $ (1,316 ) $ 187   $ 1,084  

Net income

            56         6     62  

Dividends paid to parent

            (30 )           (30 )

Other comprehensive income

                30     2     32  

Contribution from parent

        7                 7  

Excess tax shortfall related to stock-based compensation

        (3 )               (3 )

Dividends paid to noncontrolling interests

                    (9 )   (9 )

Balance, March 31, 2016

    2,728   $ 3,200   $ (957 ) $ (1,286 ) $ 186   $ 1,143  

Balance, January 1, 2015

    2,728   $ 3,166   $ (956 ) $ (1,087 ) $ 173   $ 1,296  

Net income

            5         10     15  

Dividends paid to parent

            (31 )           (31 )

Other comprehensive loss

                (161 )   (7 )   (168 )

Contribution from parent

        8                 8  

Excess tax benefit related to stock-based compensation

        1                 1  

Balance, March 31, 2015

    2,728   $ 3,175   $ (982 ) $ (1,248 ) $ 176   $ 1,121  

   

See accompanying notes to condensed consolidated financial statements.

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Millions)

 
  Three months
ended March 31,
 
 
  2016   2015  

Operating Activities:

             

Net income

  $ 62   $ 15  

Adjustments to reconcile net income to net cash provided by operating activities:

             

Equity in income of investment in unconsolidated affiliates

    (1 )   (2 )

Depreciation and amortization

    97     92  

Loss on early extinguishment of debt

        3  

Noncash interest expense

    7     6  

Noncash restructuring and impairment charges

    5     29  

Deferred income taxes

    6     (33 )

Noncash gain on foreign currency transactions

        (6 )

Noncash compensation

    7     8  

Other, net

    2     3  

Changes in operating assets and liabilities, net of effects of acquisitions:

             

Accounts and notes receivable

    (105 )   (49 )

Inventories

    22     54  

Prepaid expenses

    3     4  

Other current assets

    32     25  

Other noncurrent assets

    (20 )   (90 )

Accounts payable

    (33 )   (4 )

Accrued liabilities

        (3 )

Other noncurrent liabilities

    3     (17 )

Net cash provided by operating activities

    87     35  

Investing Activities:

             

Capital expenditures

    (99 )   (149 )

Cash received from unconsolidated affiliates

    10     15  

Investment in unconsolidated affiliates

    (12 )   (13 )

Increase in receivable from affiliate

    (2 )   (6 )

Cash received from termination of cross-currency interest rate contracts

        66  

Change in restricted cash

    2      

Other, net

    (1 )    

Net cash used in investing activities

    (102 )   (87 )

   

(Continued)

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(In Millions)

 
  Three months
ended
March 31,
 
 
  2016   2015  

Financing Activities:

             

Net borrowings under revolving loan facilities

  $ 45   $  

Net repayments on overdraft facilities

        (2 )

Repayments of short-term debt

    (12 )   (17 )

Borrowings on short-term debt

    4      

Repayments of long-term debt

    (27 )   (59 )

Proceeds from issuance of long-term debt

        326  

Repayments of notes payable to affiliate

        (50 )

Repayments of notes payable

    (9 )   (9 )

Borrowings on notes payable

    2      

Debt issuance costs paid

        (4 )

Call premiums related to early extinguishment of debt

        (3 )

Contingent consideration paid for acquisition

        (4 )

Dividends paid to noncontrolling interests

    (9 )    

Dividends paid to parent

    (30 )   (31 )

Excess tax benefit related to stock-based compensation

        1  

Other, net

        (2 )

Net cash (used in) provided by financing activities

    (36 )   146  

Effect of exchange rate changes on cash

    2     (8 )

(Decrease) increase in cash and cash equivalents

    (49 )   86  

Cash and cash equivalents at beginning of period

    257     710  

Cash and cash equivalents at end of period

  $ 208   $ 796  

Supplemental cash flow information:

             

Cash paid for interest

  $ 35   $ 48  

Cash paid for income taxes

    5     11  

        As of March 31, 2016 and 2015, the amount of capital expenditures in accounts payable was $62 million and $58 million, respectively. During the three months ended March 31, 2016 and 2015, Huntsman Corporation contributed $7 million and $8 million, respectively, related to stock-based compensation.

   

See accompanying notes to condensed consolidated financial statements.

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HUNTSMAN CORPORATION AND SUBSIDIARIES

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. GENERAL

CERTAIN DEFINITIONS

        For convenience in this report, the terms "Company," "our," "us" or "we" may be used to refer to Huntsman Corporation and, unless the context otherwise requires, its subsidiaries and predecessors. In this report, "Huntsman International" refers to Huntsman International LLC (our wholly-owned subsidiary) and, unless the context otherwise requires, its subsidiaries.

        In this report, we may use, without definition, the common names of competitors or other industry participants. We may also use the common names or abbreviations for certain chemicals or products.

INTERIM FINANCIAL STATEMENTS

        Our unaudited interim condensed consolidated financial statements and Huntsman International's unaudited interim condensed consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP" or "U.S. GAAP") and in management's opinion reflect all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of results of operations, comprehensive income, financial position and cash flows for the periods presented. Results for interim periods are not necessarily indicative of those to be expected for the full year. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes to consolidated financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2015 for our Company and Huntsman International.

DESCRIPTION OF BUSINESS

        We are a global manufacturer of differentiated organic chemical products and of inorganic chemical products. Our products comprise a broad range of chemicals and formulations, which we market globally to a diversified group of consumer and industrial customers. Our products are used in a wide range of applications, including those in the adhesives, aerospace, automotive, construction products, personal care and hygiene, durable and non-durable consumer products, electronics, medical, packaging, paints and coatings, power generation, refining, synthetic fiber, textile chemicals and dye industries. We are a leading global producer in many of our key product lines, including MDI, amines, surfactants, maleic anhydride, epoxy-based polymer formulations, textile chemicals, dyes, titanium dioxide and color pigments.

        We operate in five segments: Polyurethanes, Performance Products, Advanced Materials, Textile Effects, and Pigments and Additives. Our Polyurethanes, Performance Products, Advanced Materials and Textile Effects segments produce differentiated organic chemical products and our Pigments and Additives segment produces inorganic chemical products. In a series of transactions beginning in 2006, we sold or shutdown substantially all of our Australian styrenics operations and our North American polymers and base chemicals operations. We report the results of these businesses as discontinued operations.

COMPANY

        Our Company, a Delaware corporation, was formed in 2004 to hold the Huntsman businesses. Jon M. Huntsman founded the predecessor to our Company in 1970 as a small packaging company.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

1. GENERAL (Continued)

Since then, we have grown through a series of acquisitions and now own a global portfolio of businesses.

        Currently, we operate all of our businesses through Huntsman International, our wholly-owned subsidiary. Huntsman International is a Delaware limited liability company and was formed in 1999.

HUNTSMAN CORPORATION AND HUNTSMAN INTERNATIONAL FINANCIAL STATEMENTS

        Except where otherwise indicated, these notes relate to the condensed consolidated financial statements for both our Company and Huntsman International. The differences between our financial statements and Huntsman International's financial statements relate primarily to the following:

PRINCIPLES OF CONSOLIDATION

        Our condensed consolidated financial statements include the accounts of our wholly-owned and majority-owned subsidiaries and any variable interest entities for which we are the primary beneficiary. Intercompany accounts and transactions have been eliminated.

RECENT DEVELOPMENTS

Debt Activity

        On April 1, 2016, Huntsman International entered into a new $550 million term loan B due 2023 ("2016 Term Loan B"). Proceeds from the 2016 Term Loan B were used to repay in full our extended term loan B facility due 2017 ("Extended Term Loan B"), our extended term loan B facility—series 2 due 2017 ("Extended Term Loan B—Series 2"), and our term loan C due 2016 ("Term Loan C"). In connection with these repayments, we expect to record a loss on early extinguishment of debt of approximately $1 million in the second quarter of 2016. In addition, Huntsman International extended the maturity date of its revolving credit facility ("Revolving Facility") to 2021 and increased the committed amount to $650 million. For more information, see "Note 6. Debt—Direct and Subsidiary Debt."

USE OF ESTIMATES

        The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

Accounting Pronouncements Adopted During 2016

        In January 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2015-01, Income Statement—Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items, eliminating from US GAAP the concept of extraordinary items. Reporting entities will no longer have to assess whether a particular event or transaction event is extraordinary. The amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. We adopted the amendments in this ASU effective January 1, 2016, and the initial adoption of the amendments in this ASU did not have a significant impact on our condensed consolidated financial statements.

        In February 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis. The amendments in this ASU change the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities by placing more emphasis on risk of loss when determining a controlling financial interest. These amendments affect areas specific to limited partnerships and similar legal entities, evaluating fees paid to a decision maker or service provider as a variable interest, the effects of both fee arrangements and related parties on the primary beneficiary determination and certain investment funds. The amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. We adopted the amendments in this ASU effective January 1, 2016, and the initial adoption of the amendments in this ASU did not have a significant impact on our condensed consolidated financial statements.

        In April 2015, the FASB issued ASU No. 2015-05, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer's Accounting for Fees Paid in a Cloud Computing Arrangement. The amendments in this ASU provide guidance that will help entities evaluate the accounting for fees paid by a customer in a cloud computing arrangement, including whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the customer should account for the software license consistent with the acquisition of other software licenses; otherwise, the customer should account for the arrangement as a service contract. The amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. We adopted the amendments in this ASU effective January 1, 2016, and the initial adoption of the amendments in this ASU did not have a significant impact on our condensed consolidated financial statements.

Accounting Pronouncements Pending Adoption in Future Periods

        In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), outlining a single comprehensive model for entities to use in accounting for revenues arising from contracts with customers and supersedes most current revenue recognition guidance. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, deferring the effective date of ASU No. 2014-09 for all entities by one year. Further, in March 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net), clarifying the implementation guidance on principal versus agent considerations, and in April 2016, the

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HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS (Continued)

FASB issued ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, clarifying the implementation guidance on identifying performance obligations in a contract and determining whether an entity's promise to grant a license provides a customer with either a right to use the entity's intellectual property (which is satisfied at a point in time) or a right to access the entity's intellectual property (which is satisfied over time). The amendments in these ASUs are effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. The amendments in ASU No. 2014-09, ASU No. 2016-08 and ASU No. 2016-10 should be applied retrospectively, and early application is permitted. We are currently evaluating the impact of the adoption of the amendments in ASU No. 2014-09, ASU No. 2016-08 and ASU No. 2016-10 on our condensed consolidated financial statements.

        In July 2015, the FASB issued ASU No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory. The amendments in this ASU do not apply to inventory that is measured using last-in, first-out (LIFO) or the retail inventory method, but rather does apply to all other inventory, which includes inventory that is measured using first-in, first-out (FIFO) or average cost. An entity should measure in scope inventory at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Subsequent measurement is unchanged for inventory measured using LIFO or the retail inventory method. The amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. The amendments in this ASU should be applied prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. We do not expect the adoption of the amendments in this ASU to have a significant impact on our condensed consolidated financial statements.

        In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The amendments in this ASU will increase transparency and comparability among entities by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The amendments in this ASU will require lessees to recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. The amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early application of the amendments in this ASU is permitted for all entities. Reporting entities are required to recognize and measure leases under these amendments at the beginning of the earliest period presented using a modified retrospective approach. We are currently evaluating the impact of the adoption of the amendments in this ASU on our condensed consolidated financial statements.

        In March 2016, the FASB issued ASU No. 2016-09, Compensation—Stock Compensation (Topic 718): Improvements to Employee Shared-Based Payment Accounting. The amendments in this ASU simplify several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption of the amendments in this ASU is permitted in any interim or annual period. We do not expect the adoption of the amendments in this ASU to have a significant impact on our condensed consolidated financial statements.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

3. INVENTORIES

        Inventories are stated at the lower of cost or market, with cost determined using last-in first-out ("LIFO"), first-in first-out, and average costs methods for different components of inventory. Inventories consisted of the following (dollars in millions):

 
  March 31,
2016
  December 31,
2015
 

Raw materials and supplies

  $ 383   $ 389  

Work in progress

    112     125  

Finished goods

    1,233     1,221  

Total

    1,728     1,735  

LIFO reserves

    (39 )   (43 )

Net inventories

  $ 1,689   $ 1,692  

        For both March 31, 2016 and December 31, 2015, approximately 9% of inventories were recorded using the LIFO cost method.

4. 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:

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

4. VARIABLE INTEREST ENTITIES (Continued)

        Creditors of these entities have no recourse to our general credit. See "Note 6. Debt—Direct and Subsidiary Debt." As the primary beneficiary of these variable interest entities at March 31, 2016, the joint ventures' assets, liabilities and results of operations are included in our condensed consolidated financial statements.

        The following table summarizes the carrying amount of our variable interest entities' assets and liabilities included in our condensed consolidated balance sheets, before intercompany eliminations, as of March 31, 2016 and our consolidated balance sheets as of December 31, 2015 (dollars in millions):

 
  March 31,
2016
  December 31,
2015
 

Current assets

  $ 87   $ 121  

Property, plant and equipment, net

    303     307  

Other noncurrent assets

    112     95  

Deferred income taxes

    35     35  

Intangible assets

    37     36  

Goodwill

    13     13  

Total assets

  $ 587   $ 607  

Current liabilities

  $ 158   $ 159  

Long-term debt

    125     140  

Deferred income taxes

    11     11  

Other noncurrent liabilities

    55     54  

Total liabilities

  $ 349   $ 364  

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

5. RESTRUCTURING, IMPAIRMENT AND PLANT CLOSING COSTS

        As of March 31, 2016 and December 31, 2015, accrued restructuring costs by type of cost and initiative consisted of the following (dollars in millions):

 
  Workforce
reductions(1)
  Demolition and
decommissioning
  Non-cancelable
lease and
contract
termination
costs
  Other
restructuring
costs
  Total(2)  

Accrued liabilities as of January 1, 2016

  $ 109   $ 16   $ 38   $ 5   $ 168  

2016 charges for 2015 and prior initiatives

    2     1     1     5     9  

Reversal of reserves no longer required

            (1 )       (1 )

Distribution of prefunded restructuring costs

    (38 )   (2 )           (40 )

2016 payments for 2015 and prior initiatives

    (14 )   (1 )       (5 )   (20 )

Foreign currency effect on liability balance

    1         1         2  

Accrued liabilities as of March 31, 2016

  $ 60   $ 14   $ 39   $ 5   $ 118  

(1)
The workforce reduction reserves relate to the termination of 773 positions, of which 702 positions had not been terminated as of March 31, 2016.

(2)
Accrued liabilities by initiatives were as follows (dollars in millions):

 
  March 31,
2016
  December 31,
2015
 

2014 and prior initiatives

  $ 98   $ 143  

2015 initiatives

    20     25  

Total

  $ 118   $ 168  

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

5. RESTRUCTURING, IMPAIRMENT AND PLANT CLOSING COSTS (Continued)

        Details with respect to our reserves for restructuring, impairment and plant closing costs are provided below by segment and initiative (dollars in millions):

 
  Polyurethanes   Performance
Products
  Advanced
Materials
  Textile
Effects
  Pigments   Discontinued
Operations
  Corporate
and Other
  Total  

Accrued liabilities as of January 1, 2016

  $ 5   $ 9   $ 4   $ 55   $ 90   $ 1   $ 4   $ 168  

2016 charges for 2015 and prior initiatives

                2     6         1     9  

Reversal of reserves no longer required

                (1 )               (1 )

Distribution of prefunded restructuring costs

        (2 )       (2 )   (36 )           (40 )

2016 payments for 2015 and prior initiatives

    (1 )   (1 )       (1 )   (16 )       (1 )   (20 )

Foreign currency effect on liability balance

                1     1             2  

Accrued liabilities as of March 31, 2016

  $ 4   $ 6   $ 4   $ 54   $ 45   $ 1   $ 4   $ 118  

Current portion of restructuring reserves

  $ 4   $ 6   $   $ 14   $ 38   $ 1   $ 4   $ 67  

Long-term portion of restructuring reserves

            4     40     7             51  

        Details with respect to cash and noncash restructuring charges for the three months ended March 31, 2016 and 2015 by initiative are provided below (dollars in millions):

 
  Three months
ended
March 31, 2016
 

Cash charges:

       

2016 charges for 2015 and prior initiatives

  $ 9  

Reversal of reserves no longer required

    (1 )

Accelerated depreciation

    4  

Other non-cash charges

    1  

Total 2016 Restructuring, Impairment and Plant Closing Costs

  $ 13  

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

5. RESTRUCTURING, IMPAIRMENT AND PLANT CLOSING COSTS (Continued)

 

 
  Three months
ended
March 31, 2015
 

Cash charges:

       

2015 charges for 2014 and prior initiatives

  $ 42  

2015 charges for 2015 initiatives

    24  

Reversal of reserves no longer required

    (1 )

Accelerated depreciation

    28  

Total 2015 Restructuring, Impairment and Plant Closing Costs

  $ 93  

2016 RESTRUCTURING ACTIVITIES

        On December 1, 2014, we announced a comprehensive restructuring program to improve the global competitiveness of our Pigments and Additives segment. As part of the program, we are reducing our workforce by approximately 900 positions. In connection with this restructuring program, we recorded restructuring expense of $3 million in the three months ended March 31, 2016.

        On February 12, 2015, we announced a plan to close the 'black end' manufacturing operations and ancillary activities at our Calais, France site, which will reduce our titanium dioxide capacity by approximately 100 kilotons, or 13% of our European titanium dioxide capacity. In connection with this announcement, we recorded restructuring expense of $1 million in the three months ended March 31, 2016.

        On March 4, 2015, we announced plans to restructure our color pigments business, another step in our comprehensive restructuring program in our Pigments and Additives segment, and recorded restructuring expense of approximately $3 million in the three months ended March 31, 2016.

        In connection with planned restructuring activities, our Pigments and Additives segment recorded accelerated depreciation as restructuring expense of $4 million during the three months ended March 31, 2016.

2015 RESTRUCTURING ACTIVITIES

        As part of the comprehensive restructuring program in our Pigments and Additives segment announced in December 2014, we recorded restructuring expense of $34 million in the three months ended March 31, 2015 related primarily to workforce reductions.

        In connection with the closure of the 'black end' at our Calais, France site announced in February 2015, we began to accelerate depreciation on the affected assets and recorded incremental accelerated depreciation in the three months ended March 31, 2015 of $28 million as restructuring, impairment and plant closing costs. In addition, we recorded restructuring expense of $22 million in the three months ended March 31, 2015 related primarily to workforce reductions.

        In connection with our plans announced in March 2015 to restructure our color pigments business within our Pigments and Additives segment, we recorded restructuring expense of approximately $1 million in the three months ended March 31, 2015 related to workforce reductions.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

6. DEBT

        Outstanding debt, net of debt issuance costs, consisted of the following (dollars in millions):

Huntsman Corporation

 
  March 31,
2016
  December 31,
2015
 

Senior Credit Facilities:

             

Term loans

  $ 2,441   $ 2,454  

Amounts outstanding under A/R programs

    263     215  

Senior notes

    1,872     1,850  

Variable interest entities

    140     151  

Other

    111     125  

Total debt—excluding debt to affiliates

  $ 4,827   $ 4,795  

Total current portion of debt

  $ 103   $ 170  

Long-term portion

    4,724     4,625  

Total debt—excluding debt to affiliates

  $ 4,827   $ 4,795  

Total debt—excluding debt to affiliates

  $ 4,827   $ 4,795  

Notes payable to affiliates-noncurrent

    1     1  

Total debt

  $ 4,828   $ 4,796  

Huntsman International

 
  March 31,
2016
  December 31,
2015
 

Senior Credit Facilities:

             

Term loans

  $ 2,441   $ 2,454  

Amounts outstanding under A/R programs

    263     215  

Senior notes

    1,872     1,850  

Variable interest entities

    140     151  

Other

    111     125  

Total debt—excluding debt to affiliates

  $ 4,827   $ 4,795  

Total current portion of debt

  $ 103   $ 170  

Long-term portion

    4,724     4,625  

Total debt—excluding debt to affiliates

  $ 4,827   $ 4,795  

Total debt—excluding debt to affiliates

  $ 4,827   $ 4,795  

Notes payable to affiliates-current

    100     100  

Notes payable to affiliates-noncurrent

    698     698  

Total debt

  $ 5,625   $ 5,593  

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

6. DEBT (Continued)

DIRECT AND SUBSIDIARY DEBT

        Huntsman Corporation's direct debt and guarantee obligations consist of a guarantee of certain indebtedness incurred from time to time to finance certain insurance premiums. Substantially all of our other debt, including the facilities described below, has been incurred by our subsidiaries (primarily Huntsman International). Huntsman Corporation is not a guarantor of such subsidiary debt.

        Certain of our subsidiaries are designated as nonguarantor subsidiaries and have third-party debt agreements. These debt agreements contain certain restrictions with regard to dividends, distributions, loans or advances. In certain circumstances, the consent of a third party would be required prior to the transfer of any cash or assets from these subsidiaries to us.

Debt Issuance Costs

        We record debt issuance costs related to a debt liability on the balance sheet as a reduction in the face amount of that debt liability. As of March 31, 2016 and December 31, 2015, the amount of debt issuance costs directly reducing the debt liability was $64 million and $67 million, respectively. We record the amortization of debt issuance costs as interest expense.

Senior Credit Facilities

        As of March 31, 2016, our senior credit facilities ("Senior Credit Facilities") consisted of our Revolving Facility, our Extended Term Loan B, our Extended Term Loan B—Series 2, our 2015 extended term loan B facility ("2015 Extended Term Loan B"), our 2014 term loan facility ("2014 Term Loan B") and our Term Loan C as follows (dollars in millions):

Facility
  Committed
Amount
  Principal
Outstanding
  Unamortized
Discounts and
Debt Issuance
Costs
  Carrying
Value
  Interest Rate(3)   Maturity

Revolving Facility(1)

  $ 625   $   $   $   USD LIBOR plus 3.00%   2017

Extended Term Loan B

    NA     309     (1 )   308   USD LIBOR plus 2.75%   2017

Extended Term Loan B—Series 2

    NA     190         190   USD LIBOR plus 3.00%   2017

2015 Extended Term Loan B

    NA     766     (4 )   762   USD LIBOR plus 3.00%   2019

2014 Term Loan B

    NA     1,185     (53 )   1,132   USD LIBOR plus 3.00%(2)   2021

Term Loan C

    NA     49         49   USD LIBOR plus 2.25%   2016

(1)
We had no borrowings outstanding under our Revolving Facility; we had approximately $15 million (U.S. dollar equivalents) of letters of credit and bank guarantees issued and outstanding under our Revolving Facility.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

6. DEBT (Continued)

(2)
The 2014 Term Loan B is subject to a 0.75% LIBOR floor.

(3)
The applicable interest rate of the Senior Credit Facilities is subject to certain secured leverage ratio thresholds. As of March 31, 2016, the weighted average interest rate on our outstanding balances under the Senior Credit Facilities was approximately 4%.

        Our obligations under the Senior Credit Facilities are guaranteed by substantially all of our domestic subsidiaries and certain of our foreign subsidiaries (collectively, the "Guarantors"), and are secured by a first priority lien on substantially all of our domestic property, plant and equipment, the stock of all of our material domestic subsidiaries and certain foreign subsidiaries, and pledges of intercompany notes between certain of our subsidiaries.

Amendment to the Credit Agreement

        On April 1, 2016, Huntsman International entered into a fifteenth amendment to the agreement governing the Senior Credit Facilities (the "Credit Agreement"). The amendment provides for a new term loan facility, 2016 Term Loan B, to refinance existing term loans pursuant to the Credit Agreement in an aggregate principal amount of $550 million. The net proceeds of the 2016 Term Loan B were used to repay in full Huntsman International's Extended Term Loan B, Extended Term Loan B—Series 2 and Term Loan C. In connection with these repayments, we expect to record a loss on early extinguishment of debt of approximately $1 million in the second quarter of 2016.

        The 2016 Term Loan B matures on April 1, 2023, provided that the maturity date will accelerate if we do not repay, refinance or have a minimum level of liquidity available to enable us to repay certain our senior notes upon maturity. The 2016 Term Loan B is subject to the same terms and conditions as our existing senior secured term loan facilities.

        The 2016 Term Loan B bears interest at an interest rate margin of LIBOR plus 3.50% (subject to a 0.75% floor) and amortizes in annual amounts equal to 1% of the principal amount of the 2016 Term Loan B, payable quarterly commencing on June 30, 2016.

        The amendment also extends the stated termination date of our Revolving Facility from March 20, 2017 to March 20, 2021, provided that the maturity date will accelerate if we do not repay, refinance or have a minimum level of liquidity available to enable us to repay our Term Loan B due 2019 or our senior notes upon their maturity. The amendment further increases the committed amount of our Revolving Facility by $25 million (from $625 million to $650 million). Borrowings under the Revolving Facility bear interest at the same rate as the existing revolving commitments. As of March 31, 2016 we had no borrowings under our Revolving Facility.

A/R Programs

        Our U.S. accounts receivable securitization program ("U.S. A/R Program") and our European accounts receivable securitization program ("EU A/R Program" and collectively with the U.S. A/R Program, "A/R Programs") are structured so that we transfer certain of our trade receivables to the U.S. special purpose entity ("U.S. SPE") and the European special purpose entity ("EU SPE") in transactions intended to be true sales or true contributions. The receivables collateralize debt

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

6. DEBT (Continued)

incurred by the U.S. SPE and the EU SPE. Information regarding our A/R Programs as of March 31, 2016 was as follows (monetary amounts in millions):

Facility
  Maturity   Maximum Funding
Availability(1)
  Amount
Outstanding
  Interest Rate(2)

U.S. A/R Program

  March 2018   $250   $135(3)   Applicable rate plus 0.95%

EU A/R Program

  March 2018   €225   €114   Applicable rate plus 1.10%

      (approximately $252)   (approximately $128)    

(1)
The amount of actual availability under our A/R Programs may be lower based on the level of eligible receivables sold, changes in the credit ratings of our customers, customer concentration levels and certain characteristics of the accounts receivable being transferred, as defined in the applicable agreements.

(2)
Applicable rate for our U.S. A/R Program is defined by the lender as either USD LIBOR or CP rate. Applicable rate for our EU A/R Program is either GBP LIBOR, USD LIBOR or EURIBOR. In addition, the U.S. SPE and the EU SPE are obligated to pay unused commitment fees to the lenders based on the amount of each lender's commitment.

(3)
As of March 31, 2016, we had approximately $7 million (U.S. dollar equivalents) of letters of credit issued and outstanding under our U.S. A/R Program.

        As of March 31, 2016 and December 31, 2015, $493 million and $438 million, respectively, of accounts receivable were pledged as collateral under our A/R Programs.

Redemption of Notes and Loss on Early Extinguishment of Debt

        During the three months ended March 31, 2015, we redeemed or repurchased the following notes (dollars in millions):

Date of Redemption
  Notes   Principal
Amount of
Notes
Redeemed
  Amount Paid
(Excluding
Accrued Interest)
  Loss on Early
Extinguishment
of Debt
 

January 2015

  2021 Senior Subordinated Notes   $ 37   $ 40   $ 3  

Note Payable from Huntsman International to Huntsman Corporation

        As of March 31, 2016, we had a loan of $797 million to our subsidiary, Huntsman International (the "Intercompany Note"). The Intercompany Note is unsecured and $100 million of the outstanding amount is classified as current as of March 31, 2016 on our condensed consolidated balance sheets. As of March 31, 2016, under the terms of the Intercompany Note, Huntsman International promises to pay us interest on the unpaid principal amount at a rate per annum based on the previous monthly average borrowing rate obtained under our U.S. A/R Program, less 10 basis points (provided that the rate shall not exceed an amount that is 25 basis points less than the monthly average borrowing rate obtained for the U.S. LIBOR-based borrowings under our Revolving Facility).

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

6. DEBT (Continued)

COMPLIANCE WITH COVENANTS

        We believe that we are in compliance with the covenants contained in the agreements governing our material debt instruments, including our Senior Credit Facilities, our A/R Programs and our notes.

        Our material financing arrangements contain certain covenants with which we must comply. A failure to comply with a covenant could result in a default under a financing arrangement unless we obtained an appropriate waiver or forbearance (as to which we can provide no assurance). A default under these material financing arrangements generally allows debt holders the option to declare the underlying debt obligations immediately due and payable. Furthermore, certain of our material financing arrangements contain cross-default and cross-acceleration provisions under which a failure to comply with the covenants in one financing arrangement may result in an event of default under another financing arrangement.

        Our Senior Credit Facilities are subject to a single financial covenant (the "Leverage Covenant"), which applies only to the Revolving Facility and is calculated at the Huntsman International level. The Leverage Covenant is applicable only if borrowings, letters of credit or guarantees are outstanding under the Revolving Facility (cash collateralized letters of credit or guarantees are not deemed outstanding). The Leverage Covenant is a net senior secured leverage ratio covenant, which requires that Huntsman International's ratio of senior secured debt to EBITDA (as defined in the applicable agreement) is not more than 3.75 to 1.

        If in the future Huntsman International fails to comply with the Leverage Covenant, then we may not have access to liquidity under our Revolving Facility. If Huntsman International failed to comply with the Leverage Covenant at a time when we had uncollateralized loans or letters of credit outstanding under the Revolving Facility, Huntsman International would be in default under the Senior Credit Facilities, and, unless Huntsman International obtained a waiver or forbearance with respect to such default (as to which we can provide no assurance), Huntsman International could be required to pay off the balance of the Senior Credit Facilities in full, and we may not have further access to such facilities.

        The agreements governing our A/R Programs also contain certain receivable performance metrics. Any material failure to meet the applicable A/R Programs' metrics in the future could lead to an early termination event under the A/R Programs, which could require us to cease our use of such facilities, prohibiting us from additional borrowings against our receivables or, at the discretion of the lenders, requiring that we repay the A/R Programs in full. An early termination event under the A/R Programs would also constitute an event of default under our Senior Credit Facilities, which could require us to pay off the balance of the Senior Credit Facilities in full and could result in the loss of our Senior Credit Facilities.

7. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

        We are exposed to market risks, such as changes in interest rates, foreign exchange rates and commodity pricing risks. From time to time, we enter into transactions, including transactions involving derivative instruments, to manage certain of these exposures.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

7. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Continued)

        All derivatives, whether designated in hedging relationships or not, are recorded on our balance sheet at fair value. If the derivative is designated as a fair value hedge, the changes in the fair value of the derivative and the hedged items are recognized in earnings. If the derivative is designated as a cash flow hedge, changes in the fair value of the derivative are recorded in accumulated other comprehensive loss, to the extent effective, and will be recognized in the income statement when the hedged item affects earnings. To the extent applicable, we perform effectiveness assessments in order to use hedge accounting at each reporting period. For a derivative that does not qualify as a hedge, changes in fair value are recognized in earnings.

        We also hedge our net investment in certain European operations. Changes in the fair value of the hedge in the net investment of certain European operations are recorded as an unrealized currency translation adjustment in accumulated other comprehensive loss.

        Our revenues and expenses are denominated in various foreign currencies, and our cash flows and earnings are thus subject to fluctuations due to exchange rate variations. From time to time, we may enter into foreign currency derivative instruments to minimize the short-term impact of movements in foreign currency rates. Where practicable, we generally net multicurrency cash balances among our subsidiaries to help reduce exposure to foreign currency exchange rates. Certain other exposures may be managed from time to time through financial market transactions, principally through the purchase of spot or forward foreign exchange contracts (generally with maturities of one year or less). We do not hedge our foreign currency exposures in a manner that would eliminate the effect of changes in exchange rates on our cash flows and earnings. As of March 31, 2016, we had approximately $185 million in notional amount (in U.S. dollar equivalents) outstanding in forward foreign currency contracts.

        Huntsman International has entered into two interest rate contracts to hedge the variability caused by monthly changes in cash flow due to associated changes in LIBOR under our Senior Credit Facilities. These swaps are designated as cash flow hedges and the effective portion of the changes in the fair value of the swaps are recorded in other comprehensive income (loss) (dollars in millions):

March 31, 2016
Notional
Value
  Effective Date   Maturity   Fixed
Rate
  Fair Value
$ 50   December 2014   April 2017     2.5 % $1 noncurrent liability
  50   January 2015   April 2017     2.5 % 1 noncurrent liability

        Beginning in 2009, Arabian Amines Company entered into a 12-year floating to fixed interest rate contract providing for a receipt of LIBOR interest payments for a fixed payment of 5.02%. In connection with the consolidation of Arabian Amines Company as of July 1, 2010, the interest rate contract is now included in our consolidated results. See "Note 4. Variable Interest Entities." The notional amount of the swap as of March 31, 2016 was $22 million, and the interest rate contract is not designated as a cash flow hedge. As of March 31, 2016, the fair value of the swap was $2 million and was recorded in noncurrent liabilities on our condensed consolidated balance sheets. For each of the three months ended March 31, 2016 and 2015, we recorded a reduction of interest expense of nil due to changes in fair value of the swap.

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HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

7. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Continued)

        In November 2014, we entered into two five year cross-currency interest rate contracts and one eight year cross-currency interest rate contract to swap an aggregate notional $200 million for an aggregate notional €161 million. This swap is designated as a hedge of net investment for financial reporting purposes. Under the cross-currency interest rate contract, we will receive fixed U.S. dollar payments of $5 million semiannually on May 15 and November 15 (equivalent to an annual rate of 5.125%) and make interest payments of approximately €3 million (equivalent to an annual rate of approximately 3.6%). As of March 31, 2016, the fair value of this swap was $20 million and was recorded in noncurrent assets on our condensed consolidated balance sheets.

        In March 2010, we entered into three five year cross-currency interest rate contracts to swap an aggregate notional $350 million for an aggregate notional €255 million. This swap was designated as a hedge of net investment for financial reporting purposes. During the three months ended March 31, 2015, we terminated these cross-currency interest rate contracts and received $66 million in payments from the counterparties.

        A portion of our debt is denominated in euros. We also finance certain of our non-U.S. subsidiaries with intercompany loans that are, in many cases, denominated in currencies other than the entities' functional currency. We manage the net foreign currency exposure created by this debt through various means, including cross-currency swaps, the designation of certain intercompany loans as permanent loans because they are not expected to be repaid in the foreseeable future and the designation of certain debt and swaps as net investment hedges.

        Foreign currency transaction gains and losses on intercompany loans that are not designated as permanent loans are recorded in earnings. Foreign currency transaction gains and losses on intercompany loans that are designated as permanent loans are recorded in other comprehensive income (loss) on our condensed statements of comprehensive income (loss). From time to time, we review such designation of intercompany loans.

        We review our non-U.S. dollar denominated debt and derivative instruments to determine the appropriate amounts designated as hedges. As of March 31, 2016, we have designated approximately €621 million (approximately $697 million) of euro-denominated debt and cross-currency interest rate contracts as a hedge of our net investment. For the three months ended March 31, 2016, the amount of loss recognized on the hedge of our net investment was $21 million and was recorded in other comprehensive income (loss) on our condensed consolidated statements of comprehensive income (loss).

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

8. FAIR VALUE

        The fair values of financial instruments were as follows (dollars in millions):

 
  March 31, 2016   December 31, 2015  
 
  Carrying
Value
  Estimated
Fair Value
  Carrying
Value
  Estimated
Fair Value
 

Non-qualified employee benefit plan investments

  $ 27   $ 27   $ 26   $ 26  

Investments in equity securities

    14     14     18     18  

Cross-currency interest rate contracts

    20     20     28     28  

Interest rate contracts

    (4 )   (4 )   (4 )   (4 )

Long-term debt (including current portion)

    (4,827 )   (4,837 )   (4,795 )   (4,647 )

        The carrying amounts reported in our condensed consolidated balance sheets of cash and cash equivalents, accounts receivable and accounts payable approximate fair value because of the immediate or short-term maturity of these financial instruments. The fair values of non-qualified employee benefit plan investments and investments in equity securities are obtained through market observable pricing using prevailing market prices. The estimated fair values of our long-term debt are based on quoted market prices for the identical liability when traded as an asset in an active market (Level 1).

        The fair value estimates presented herein are based on pertinent information available to management as of March 31, 2016 and December 31, 2015. Although management is not aware of any factors that would significantly affect the estimated fair value amounts, such amounts have not been comprehensively revalued for purposes of these financial statements since March 31, 2016 and current estimates of fair value may differ significantly from the amounts presented herein.

        The following assets and liabilities are measured at fair value on a recurring basis (dollars in millions):

 
   
  Fair Value Amounts Using  
Description
  March 31,
2016
  Quoted prices
in active
markets for
identical
assets
(Level 1)(4)
  Significant
other
observable
inputs
(Level 2)(4)
  Significant
unobservable
inputs
(Level 3)
 

Assets:

                         

Available-for sale equity securities:

                         

Equity mutual funds

  $ 27   $ 27   $   $  

Investments in equity securities(1)

    14     14          

Derivatives:

                         

Cross-currency interest rate contracts(2)          

    20             20  

Total assets

  $ 61   $ 41   $   $ 20  

Liabilities:

                         

Derivatives:

                         

Interest rate contracts(3)

  $ (4 ) $   $ (4 ) $  

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

8. FAIR VALUE (Continued)


 
   
  Fair Value Amounts Using  
Description
  December 31,
2015
  Quoted prices
in active
markets for
identical
assets
(Level 1)(4)
  Significant
other
observable
inputs
(Level 2)(4)
  Significant
unobservable
inputs
(Level 3)
 

Assets:

                         

Available-for sale equity securities:

                         

Equity mutual funds

  $ 26   $ 26   $   $  

Investments in equity securities(1)          

    18     18          

Derivatives:

                         

Cross-currency interest rate contracts(2)

    28             28  

Total assets

  $ 72   $ 44   $   $ 28  

Liabilities:

                         

Derivatives:

                         

Interest rate contracts(3)

  $ (4 ) $   $ (4 ) $  

(1)
As of April 1, 2015, we no longer exercise significant influence in our investment in Nippon Aqua Co., Ltd., for which we previously accounted using the equity method. Consequently, we now account for this investment at fair value as an available-for-sale equity security.

(2)
The income approach is used to calculate the fair value of these instruments. Fair value represents the present value of estimated future cash flows, calculated using relevant interest rates, exchange rates, and yield curves at stated intervals. There were no material changes to the valuation methods or assumptions used to determine the fair value during the current period.

In November 2014, we entered into two five year cross-currency interest rate contracts and one eight year cross-currency interest rate contract. These instruments have been categorized by us as Level 3 within the fair value hierarchy due to unobservable inputs associated with the credit valuation adjustment, which we deemed to be significant inputs to the overall measurement of fair value at inception.

(3)
The income approach is used to calculate the fair value of these instruments. Fair value represents the present value of estimated future cash flows, calculated using relevant interest rates and yield curves at stated intervals. There were no material changes to the valuation methods or assumptions used to determine the fair value during the current period.

(4)
There were no transfers between Levels 1 and 2 within the fair value hierarchy for the three months ended March 31, 2016 and the year ended December 31, 2015.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

8. FAIR VALUE (Continued)

        The following table shows a reconciliation of beginning and ending balances for the three months ended March 31, 2016 for instruments measured at fair value on a recurring basis using significant unobservable inputs (Level 3) (dollars in millions).

Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
  Cross-Currency
Interest
Rate Contracts
 

Beginning balance, January 1, 2016

  $ 28  

Transfers into Level 3

     

Transfers out of Level 3

     

Total gains (losses):

       

Included in earnings

     

Included in other comprehensive income (loss)

    (8 )

Purchases, sales, issuances and settlements

     

Ending balance, March 31, 2016

  $ 20  

The amount of total gains (losses) for the period included in earnings attributable to the change in unrealized gains (losses) relating to assets still held at March 31, 2016

  $  

 

Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
  Cross-Currency
Interest
Rate Contracts
 

Beginning balance, January 1, 2015

  $ 5  

Transfers into Level 3

     

Transfers out of Level 3

     

Total gains (losses):

       

Included in earnings

     

Included in other comprehensive income (loss)

    28  

Purchases, sales, issuances and settlements

     

Ending balance, March 31, 2015

  $ 33  

The amount of total gains (losses) for the period included in earnings attributable to the change in unrealized gains (losses) relating to assets still held at March 31, 2015

  $  

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HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

8. FAIR VALUE (Continued)

        Gains and losses (realized and unrealized) included in earnings for instruments measured at fair value on a recurring basis using significant unobservable inputs (Level 3) are reported in interest expense and other comprehensive income (loss) as follows (dollars in millions):

2016
  Interest
expense
  Other
comprehensive
income (loss)
 

Total net gains included in earnings

  $   $  

Changes in unrealized losses relating to assets still held at March 31, 2016

        (8 )

 

2015
  Interest expense   Other
comprehensive
income (loss)
 

Total net gains included in earnings

  $   $  

Changes in unrealized gains relating to assets still held at March 31, 2015

        28  

        We also have assets that under certain conditions are subject to measurement at fair value on a non-recurring basis. These assets include property, plant and equipment and those associated with acquired businesses, including goodwill and intangible assets. For these assets, measurement at fair value in periods subsequent to their initial recognition is applicable if one or more is determined to be impaired. During each of the three months ended March 31, 2016 and 2015, we recorded charges of nil for the impairment of long-lived assets.

9. EMPLOYEE BENEFIT PLANS

        Components of the net periodic benefit costs for the three months ended March 31, 2016 and 2015 were as follows (dollars in millions):

Huntsman Corporation

 
  Defined
Benefit Plans
  Other
Postretirement
Benefit Plans
 
 
  Three months
ended
March 31,
  Three months
ended
March 31,
 
 
  2016   2015   2016   2015  

Service cost

  $ 16   $ 19   $ 1   $ 1  

Interest cost

    30     31     1     1  

Expected return on assets

    (47 )   (51 )        

Amortization of prior service benefit

    (2 )   (2 )   (2 )   (1 )

Amortization of actuarial loss

    16     19     1     1  

Net periodic benefit cost

  $ 13   $ 16   $ 1   $ 2  

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

9. EMPLOYEE BENEFIT PLANS (Continued)

Huntsman International

 
  Defined
Benefit Plans
  Other
Postretirement
Benefit Plans
 
 
  Three months
ended
March 31,
  Three months
ended
March 31,
 
 
  2016   2015   2016   2015  

Service cost

  $ 16   $ 19   $ 1   $ 1  

Interest cost

    30     31     1     1  

Expected return on assets

    (47 )   (51 )        

Amortization of prior service benefit

    (2 )   (2 )   (2 )   (1 )

Amortization of actuarial loss

    18     21     1     1  

Net periodic benefit cost

  $ 15   $ 18   $ 1   $ 2  

        During the three months ended March 31, 2016 and 2015, we made contributions to our pension and other postretirement benefit plans of $20 million and $33 million, respectively. During the remainder of 2016, we expect to contribute an additional amount of approximately $55 million to these plans.

10. HUNTSMAN CORPORATION STOCKHOLDERS' EQUITY

SHARE REPURCHASE PROGRAM

        On September 29, 2015, our Board of Directors authorized our Company to repurchase up to $150 million in shares of Huntsman Corporation common stock. Repurchases under this program may be made through open market transactions, in privately negotiated transactions, through accelerated share repurchase programs or by other means. The timing and actual number of shares repurchased depends on a variety of factors, including market conditions. The share repurchase authorization does not have an expiration date and repurchases may be commenced, suspended or discontinued from time to time without prior notice. On October 27, 2015, we entered into and funded an accelerated share repurchase agreement with Citibank, N.A. to repurchase $100 million of our common stock. Citibank, N.A. made an initial delivery of approximately 7.1 million shares of our common stock based on the closing price of $11.94 on October 27, 2015. The accelerated share repurchase agreement was completed in January 2016 with the delivery of an additional approximately 1.5 million shares of common stock. The final number of shares repurchased and the aggregate cost per share of $11.68 was based on the Company's daily volume-weighted average stock price during the term of the transaction, less a discount. For more information, see "Part 2. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds."

COMMON STOCK DIVIDENDS

        During the three months ended March 31, 2016 and 2015, we paid cash dividends of approximately $30 million and $31 million, respectively, or $0.125 per share, to common stockholders.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

11. OTHER COMPREHENSIVE INCOME (LOSS)

        The components of other comprehensive income (loss) and changes in accumulated other comprehensive loss by component were as follows (dollars in millions):

Huntsman Corporation

 
  Foreign
currency
translation
adjustment(a)
  Pension and
other
postretirement
benefits
adjustments(b)
  Other
comprehensive
income of
unconsolidated
affiliates
  Other, net   Total   Amounts
attributable to
noncontrolling
interests
  Amounts
attributable to
Huntsman
Corporation
 

Beginning balance, January 1, 2016

  $ (288 ) $ (1,056 ) $ 11   $ 17   $ (1,316 ) $ 28   $ (1,288 )

Other comprehensive income (loss) before reclassifications, gross

    17         (11 )       6     (2 )   4  

Tax benefit

    10                 10         10  

Amounts reclassified from accumulated other comprehensive loss, gross(c)

        13             13         13  

Tax benefit

                             

Net current-period other comprehensive income (loss)

    27     13     (11 )       29     (2 )   27