Huntsman (HUN) 10-Q27 Oct 142014 Q3 Quarterly reportFinancial data

Company Profile

Document_and_Entity_Informatio

Document and Entity Information	9 Months Ended
Document and Entity Information	Sep. 30, 2014	Oct. 20, 2014
Document and Entity Information	'	'
Entity Registrant Name	'Huntsman CORP	'
Entity Central Index Key	'0001307954	'
Document Type	'10-Q	'
Document Period End Date	30-Sep-14	'
Amendment Flag	'false	'
Current Fiscal Year End Date	'--12-31	'
Entity Current Reporting Status	'Yes	'
Entity Filer Category	'Large Accelerated Filer	'
Entity Common Stock, Shares Outstanding	'	244,197,601
Document Fiscal Year Focus	'2014	'
Document Fiscal Period Focus	'Q3	'

CONDENSED_CONSOLIDATED_BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS (USD $)	Sep. 30, 2014		Dec. 31, 2013
In Millions, unless otherwise specified	Sep. 30, 2014		Dec. 31, 2013
Current assets:	'		'
Cash and cash equivalents	$582	[1]	$520	[1]
Restricted cash	10	[1]	9	[1]
Accounts and notes receivable (net of allowance for doubtful accounts of $36 and $42, respectively), ($554 and $521 pledged as collateral, respectively)	1,639	[1]	1,542	[1]
Accounts receivable from affiliates	37		33
Inventories	1,788	[1]	1,741	[1]
Prepaid expenses	91		61
Deferred income taxes	52		53
Other current assets	295	[1]	200	[1]
Total current assets	4,494		4,159
Property, plant and equipment, net	3,703	[1]	3,824	[1]
Investment in unconsolidated affiliates	292		285
Intangible assets (net)	71	[1]	87	[1]
Goodwill	126		131
Deferred income taxes	217		243
Notes receivable from affiliates	'		1
Other noncurrent assets	506	[1]	458	[1]
Total assets	9,409		9,188
Current liabilities:	'		'
Accounts payable	1,133	[1]	1,067	[1]
Accounts payable to affiliates	43		46
Accrued liabilities	629	[1]	726	[1]
Deferred income taxes	43		43
Current portion of debt	274	[1]	277	[1]
Total current liabilities	2,122		2,159
Long-term debt	3,752	[1]	3,633	[1]
Notes payable to affiliates	6		6
Deferred income taxes	295		313
Other noncurrent liabilities	838	[1]	948	[1]
Total liabilities	7,013		7,059
Commitments and contingencies (Notes 13 and l4)	'		'
Huntsman Corporation stockholders' equity:	'		'
Common stock $0.01 par value, 1,200,000,000 shares authorized, 248,232,373 and 245,930,859 issued and 242,757,427 and 240,401,442 outstanding in 2014 and 2013, respectively	3		2
Additional paid-in capital	3,366		3,305
Treasury stock, 4,043,526 shares at both September 30, 2014 and December 31, 2013	-50		-50
Unearned stock-based compensation	-17		-13
Accumulated deficit	-425		-687
Accumulated other comprehensive loss	-643		-577
Total Huntsman Corporation stockholders' equity	2,234		1,980
Noncontrolling interests in subsidiaries	162		149
Total equity	2,396		2,129
Total liabilities and equity	9,409		9,188
HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES	'		'
Current assets:	'		'
Cash and cash equivalents	480	[1]	515	[1]
Restricted cash	10	[1]	9	[1]
Accounts and notes receivable (net of allowance for doubtful accounts of $36 and $42, respectively), ($554 and $521 pledged as collateral, respectively)	1,639	[1]	1,542	[1]
Accounts receivable from affiliates	340		325
Inventories	1,788	[1]	1,741	[1]
Prepaid expenses	90		61
Deferred income taxes	52		53
Other current assets	288	[1]	200	[1]
Total current assets	4,687		4,446
Property, plant and equipment, net	3,651	[1]	3,759	[1]
Investment in unconsolidated affiliates	292		285
Intangible assets (net)	72	[1]	88	[1]
Goodwill	126		131
Deferred income taxes	217		243
Notes receivable from affiliates	'		1
Other noncurrent assets	505	[1]	458	[1]
Total assets	9,550		9,411
Current liabilities:	'		'
Accounts payable	1,133	[1]	1,067	[1]
Accounts payable to affiliates	58		53
Accrued liabilities	627	[1]	742	[1]
Deferred income taxes	43		44
Note payable to affiliate	100		100
Current portion of debt	274	[1]	277	[1]
Total current liabilities	2,235		2,283
Long-term debt	3,752	[1]	3,633	[1]
Notes payable to affiliates	713		779
Deferred income taxes	286		303
Other noncurrent liabilities	832	[1]	938	[1]
Total liabilities	7,818		7,936
Huntsman Corporation stockholders' equity:	'		'
Members' equity, 2,728 units issued and outstanding	3,159		3,138
Accumulated deficit	-910		-1,194
Accumulated other comprehensive loss	-679		-618
Total Huntsman International LLC members' equity	1,570		1,326
Noncontrolling interests in subsidiaries	162		149
Total equity	1,732		1,475
Total liabilities and equity	$9,550		$9,411

[1]	At September 30, 2014 and December 31, 2013, respectively, $42 and $39 of cash and cash equivalents, $10 and $9 of restricted cash, $43 and $41 of accounts and notes receivable (net), $64 and $54 of inventories, $5 and $3 of other current assets, $343 and $369 of property, plant and equipment (net), $17 each of intangible assets (net), $27 and $28 of other noncurrent assets, $82 and $73 of accounts payable, $30 and $32 of accrued liabilities, $176 and $183 of current portion of debt, $45 and $64 of long- term debt, and $33 and $45 of other noncurrent liabilities from consolidated variable interest entities are included in the respective Balance Sheet captions above. See ?Note 5. Variable Interest Entities.?

CONDENSED_CONSOLIDATED_BALANCE1

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)	Sep. 30, 2014		Dec. 31, 2013
In Millions, except Share data, unless otherwise specified	Sep. 30, 2014		Dec. 31, 2013
Accounts and notes receivable, allowance for doubtful accounts (in dollars)	$36		$42
Accounts and notes receivable, pledged as collateral (in dollars)	554		521
Common stock, par value (in dollars per share)	$0.01		$0.01
Common stock, shares authorized	1,200,000,000		1,200,000,000
Common stock, shares issued	248,232,373		245,930,859
Common stock, shares outstanding	242,757,427		240,401,442
Treasury stock, shares	4,043,526		4,043,526
Variable Interest Entity	'		'
Cash and cash equivalents	582	[1]	520	[1]
Restricted cash	10	[1]	9	[1]
Accounts and notes receivable (net)	1,639	[1]	1,542	[1]
Inventories	1,788	[1]	1,741	[1]
Other current assets	295	[1]	200	[1]
Property, plant and equipment (net)	3,703	[1]	3,824	[1]
Each of intangible assets (net)	71	[1]	87	[1]
Other noncurrent assets	506	[1]	458	[1]
Accounts payable	1,133	[1]	1,067	[1]
Accrued liabilities	629	[1]	726	[1]
Current portion of debt	274	[1]	277	[1]
Long-term debt	3,752	[1]	3,633	[1]
Other noncurrent liabilities	838	[1]	948	[1]
Huntsman International LLC Variable Interest Entity	'		'
Variable Interest Entity	'		'
Cash and cash equivalents	42		39
Restricted cash	10		9
Accounts and notes receivable (net)	43		41
Inventories	64		54
Other current assets	5		3
Property, plant and equipment (net)	343		369
Each of intangible assets (net)	17		17
Other noncurrent assets	27		28
Accounts payable	82		73
Accrued liabilities	30		32
Current portion of debt	176		183
Long-term debt	44		64
Other noncurrent liabilities	33		45
Consolidated VIE's	'		'
Variable Interest Entity	'		'
Cash and cash equivalents	42		39
Restricted cash	10		9
Accounts and notes receivable (net)	43		41
Inventories	64		54
Other current assets	5		3
Property, plant and equipment (net)	343		369
Each of intangible assets (net)	17		17
Other noncurrent assets	27		28
Accounts payable	82		73
Accrued liabilities	30		32
Current portion of debt	176		183
Long-term debt	44		64
Other noncurrent liabilities	33		45
HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES	'		'
Accounts and notes receivable, allowance for doubtful accounts (in dollars)	36		42
Accounts and notes receivable, pledged as collateral (in dollars)	554		521
Members' equity, units issued (in units)	2,728		2,728
Members' equity, units outstanding (in units)	2,728		2,728
Variable Interest Entity	'		'
Cash and cash equivalents	480	[1]	515	[1]
Restricted cash	10	[1]	9	[1]
Accounts and notes receivable (net)	1,639	[1]	1,542	[1]
Inventories	1,788	[1]	1,741	[1]
Other current assets	288	[1]	200	[1]
Property, plant and equipment (net)	3,651	[1]	3,759	[1]
Each of intangible assets (net)	72	[1]	88	[1]
Other noncurrent assets	505	[1]	458	[1]
Accounts payable	1,133	[1]	1,067	[1]
Accrued liabilities	627	[1]	742	[1]
Current portion of debt	274	[1]	277	[1]
Long-term debt	3,752	[1]	3,633	[1]
Other noncurrent liabilities	$832	[1]	$938	[1]

[1]	At September 30, 2014 and December 31, 2013, respectively, $42 and $39 of cash and cash equivalents, $10 and $9 of restricted cash, $43 and $41 of accounts and notes receivable (net), $64 and $54 of inventories, $5 and $3 of other current assets, $343 and $369 of property, plant and equipment (net), $17 each of intangible assets (net), $27 and $28 of other noncurrent assets, $82 and $73 of accounts payable, $30 and $32 of accrued liabilities, $176 and $183 of current portion of debt, $45 and $64 of long- term debt, and $33 and $45 of other noncurrent liabilities from consolidated variable interest entities are included in the respective Balance Sheet captions above. See ?Note 5. Variable Interest Entities.?

CONDENSED_CONSOLIDATED_STATEME

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $)	3 Months Ended		9 Months Ended
In Millions, except Per Share data, unless otherwise specified	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Revenues:	'	'	'	'
Trade sales, services and fees, net	$2,819	$2,789	$8,433	$8,198
Related party sales	65	53	194	176
Total revenues	2,884	2,842	8,627	8,374
Cost of goods sold	2,369	2,335	7,157	7,067
Gross profit	515	507	1,470	1,307
Operating expenses:	'	'	'	'
Selling, general and administrative	227	238	700	697
Research and development	40	35	113	105
Other operating expense (income)	7	-1	-2	6
Restructuring, impairment and plant closing costs	39	37	91	110
Total expenses	313	309	902	918
Operating income	202	198	568	389
Interest expense	-49	-48	-148	-146
Equity in income of investment in unconsolidated affiliates	2	3	6	6
Loss on early extinguishment of debt	'	'	'	-35
Other (expense) income	-1	'	'	2
Income from continuing operations before income taxes	154	153	426	216
Income tax benefit (expense)	40	-81	-39	-105
Income from continuing operations	194	72	387	111
Loss from discontinued operations, net of tax	'	-2	-7	-4
Net income	194	70	380	107
Net income attributable to noncontrolling interests	-6	-6	-19	-20
Net income attributable to Huntsman Corporation or Huntsman International LLC	188	64	361	87
Basic income (loss) per share:	'	'	'	'
Income from continuing operations attributable to Huntsman Corporation common stockholders (in dollars per share)	$0.77	$0.28	$1.52	$0.38
Loss from discontinued operations attributable to Huntsman Corporation common stockholders, net of tax (in dollars per share)	'	($0.01)	($0.03)	($0.02)
Net income attributable to Huntsman Corporation common stockholders (in dollars per share)	$0.77	$0.27	$1.49	$0.36
Weighted average shares (in shares)	242.6	239.8	241.8	239.5
Diluted income (loss) per share:	'	'	'	'
Income from continuing operations attributable to Huntsman Corporation common stockholders (in dollars per share)	$0.76	$0.27	$1.50	$0.38
Loss from discontinued operations attributable to Huntsman Corporation common stockholders, net of tax (in dollars per share)	'	($0.01)	($0.03)	($0.02)
Net income attributable to Huntsman Corporation common stockholders (in dollars per share)	$0.76	$0.26	$1.47	$0.36
Weighted average shares (in shares)	246.7	242.5	245.7	242.1
Amounts attributable to Huntsman Corporation common stockholders :	'	'	'	'
Income from continuing operations	188	66	368	91
Loss from discontinued operations, net of tax	'	-2	-7	-4
Net income	188	64	361	87
Dividends per share (in dollars per share)	$0.13	$0.13	$0.38	$0.38
HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES	'	'	'	'
Revenues:	'	'	'	'
Trade sales, services and fees, net	2,819	2,789	8,433	8,198
Related party sales	65	53	194	176
Total revenues	2,884	2,842	8,627	8,374
Cost of goods sold	2,368	2,331	7,150	7,054
Gross profit	516	511	1,477	1,320
Operating expenses:	'	'	'	'
Selling, general and administrative	226	236	696	692
Research and development	40	35	113	105
Other operating expense (income)	7	-1	-2	6
Restructuring, impairment and plant closing costs	39	37	91	110
Total expenses	312	307	898	913
Operating income	204	204	579	407
Interest expense	-52	-51	-155	-156
Equity in income of investment in unconsolidated affiliates	2	3	6	6
Loss on early extinguishment of debt	'	'	'	-35
Other (expense) income	-1	'	'	2
Income from continuing operations before income taxes	153	156	430	224
Income tax benefit (expense)	51	-80	-29	-106
Income from continuing operations	204	76	401	118
Loss from discontinued operations, net of tax	'	-2	-7	-4
Net income	204	74	394	114
Net income attributable to noncontrolling interests	-6	-6	-19	-20
Net income attributable to Huntsman Corporation or Huntsman International LLC	198	68	375	94
Amounts attributable to Huntsman Corporation common stockholders :	'	'	'	'
Net income	$198	$68	$375	$94

CONDENSED_CONSOLIDATED_STATEME1

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $)	3 Months Ended		9 Months Ended
In Millions, unless otherwise specified	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Net income	$194	$70	$380	$107
Other comprehensive (loss) income , net of tax:	'	'	'	'
Foreign currency translations adjustments, net of tax of $[17] and $3 for the three months ended, respectively, and $[19] and $2 for the nine months ended, respectively	-108	53	-108	-44
Pension and other postretirement benefits adjustments, net of tax	16	18	33	68
Other, net	1	3	2	5
Other comprehensive (loss) income, net of tax	-91	74	-73	29
Comprehensive income	103	144	307	136
Comprehensive income attributable to noncontrolling interests	-2	-8	-12	-19
Comprehensive income attributable to Huntsman Corporation or Huntsman International LLC	101	136	295	117
HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES	'	'	'	'
Net income	204	74	394	114
Other comprehensive (loss) income , net of tax:	'	'	'	'
Foreign currency translations adjustments, net of tax of $[17] and $3 for the three months ended, respectively, and $[19] and $2 for the nine months ended, respectively	-108	53	-108	-44
Pension and other postretirement benefits adjustments, net of tax	18	19	38	71
Other, net	1	2	2	5
Other comprehensive (loss) income, net of tax	-89	74	-68	32
Comprehensive income	115	148	326	146
Comprehensive income attributable to noncontrolling interests	-2	-8	-12	-19
Comprehensive income attributable to Huntsman Corporation or Huntsman International LLC	$113	$140	$314	$127

CONDENSED_CONSOLIDATED_STATEME2

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) (USD $)	3 Months Ended		9 Months Ended
In Millions, unless otherwise specified	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Foreign currency translations adjustments, tax	($17)	$3	($19)	$2
Pension and other postretirement benefits adjustments, tax	-5	-6	-11	-21
HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES	'	'	'	'
Foreign currency translations adjustments, tax	-17	3	-19	2
Pension and other postretirement benefits adjustments, tax	($5)	($7)	($12)	($22)

CONDENSED_CONSOLIDATED_STATEME3

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (USD $)

Total

Common stock

Additional paid-in capital

Treasury stock

Unearned stock-based compensation

Accumulated deficit

Accumulated other comprehensive (loss) income

Noncontrolling interests in subsidiaries

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

In Millions, except Share data, unless otherwise specified

Members' equity

Accumulated deficit

Accumulated other comprehensive (loss) income

Noncontrolling interests in subsidiaries

Balance at Dec. 31, 2012

$1,217

$3,109

($1,224)

($791)

$123

Balance at Dec. 31, 2012

1,896

3,264

-50

-12

-687

-744

123

Balance (in units) at Dec. 31, 2012

2,728

Balance (in shares) at Dec. 31, 2012

238,273,422

Increase (Decrease) in Stockholders' Equity

Net income

107

114

Dividends paid to parent

-90

Other comprehensive income (loss)

-1

Issuance of nonvested stock awards

-14

Vesting of stock awards

Vesting of stock awards (in shares)

1,067,888

Recognition of stock-based compensation

Repurchase and cancellation of stock awards

-6

Repurchase and cancellation of stock awards (in shares)

-304,209

Stock options exercised

Stock options exercised (in shares)

853,698

Contribution from parent

Excess tax benefit related to stock-based compensation

Accrued and unpaid dividends

-2

Dividends declared on common stock

-90

Balance at Sep. 30, 2013

1,297

3,133

-1,220

-758

142

Balance at Sep. 30, 2013

1,963

3,297

-50

-16

-698

-714

142

Balance (in units) at Sep. 30, 2013

2,728

Balance (in shares) at Sep. 30, 2013

239,890,799

Balance at Jun. 30, 2013

Increase (Decrease) in Stockholders' Equity

Net income

Other comprehensive income (loss)

Balance at Sep. 30, 2013

1,297

Balance at Sep. 30, 2013

1,963

-50

Balance at Dec. 31, 2013

1,475

3,138

-1,194

-618

149

Balance at Dec. 31, 2013

2,129

3,305

-50

-13

-687

-577

149

Balance (in units) at Dec. 31, 2013

2,728

Balance (in shares) at Dec. 31, 2013

240,401,442

Increase (Decrease) in Stockholders' Equity

Net income

380

361

394

375

Dividends paid to parent

-91

Other comprehensive income (loss)

-73

-66

-7

-68

-61

-7

Issuance of nonvested stock awards

-15

Vesting of stock awards

Vesting of stock awards (in shares)

1,006,291

Recognition of stock-based compensation

-7

Repurchase and cancellation of stock awards

-7

Repurchase and cancellation of stock awards (in shares)

-298,045

Stock options exercised

Stock options exercised (in shares)

1,647,739

Contribution from parent

Dividends paid to noncontrolling interests

-4

Cash received from noncontrolling interests

Accrued and unpaid dividends

-1

Dividends declared on common stock

-91

Balance at Sep. 30, 2014

1,732

3,159

-910

-679

162

Balance at Sep. 30, 2014

2,396

3,366

-50

-17

-425

-643

162

Balance (in units) at Sep. 30, 2014

2,728

Balance (in shares) at Sep. 30, 2014

242,757,427

Balance at Jun. 30, 2014

Increase (Decrease) in Stockholders' Equity

Net income

194

204

Other comprehensive income (loss)

-91

-89

Balance at Sep. 30, 2014

1,732

Balance at Sep. 30, 2014

$2,396

($50)

Balance (in units) at Sep. 30, 2014

2,728

CONDENSED_CONSOLIDATED_STATEME4

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)	9 Months Ended
In Millions, unless otherwise specified	Sep. 30, 2014		Sep. 30, 2013
Operating Activities:	'		'
Net income	$380		$107
Adjustments to reconcile net income to net cash used in operating activities:	'		'
Equity in income of investment in unconsolidated affiliates	-6		-6
Depreciation and amortization	335		326
Loss on early extinguishment of debt	'		35
Noncash interest expense (income)	8		7
Deferred income taxes	-44		31
Noncash loss on foreign currency transactions	13		23
Stock-based compensation	22		21
Noncash restructuring and impairment of assets	36		7
Other, net	-6		5
Changes in operating assets and liabilities:	'		'
Accounts and notes receivable	-161		-146
Inventories	-112		118
Prepaid expenses	-32		-16
Other current assets	-74		17
Other noncurrent assets	-32		-108
Accounts payable	131		-18
Accrued liabilities	-59		-45
Other noncurrent liabilities	-56		30
Net cash provided by operating activities	343		388
Investing Activities:	'		'
Capital expenditures	-351		-295
Cash received from unconsolidated affiliates	38		48
Investment in unconsolidated affiliates	-37		-76
Acquisition of businesses, net of cash acquired	'		-66
Proceeds from sale of businesses/assets	15		-1
Other, net	-2		2
Net cash used in investing activities	-337		-388
Financing Activities:	'		'
Net repayments under revolving loan facilities	-1		-3
Net borrowings on overdraft facilities	2		-2
Repayments of short-term debt	-8		-18
Borrowings on short-term debt	10		14
Repayments of long-term debt	-42		-459
Proceeds from issuance of long-term debt	204		572
Repayments of notes payable	-25		-30
Borrowings on notes payable	32		34
Debt issuance costs paid	-39		-4
Contingent consideration paid for acquisition	-6		'
Call premiums related to early extinguishment of debt	'		-4
Dividends paid to common stockholders	-91		-90
Repurchase and cancellation of stock awards	-7		-6
Proceeds from issuance of common stock	32		4
Cash received for a noncontrolling interest of a subsidiary	5		'
Excess tax benefit related to stock-based compensation	'		4
Other, net	-4		'
Net cash (used in) provided by financing activities	62		12
Effect of exchange rate changes on cash	-6		-2
Increase (Decrease) in cash and cash equivalents	62		10
Cash and cash equivalents at beginning of period	520	[1]	387
Cash and cash equivalents at end of period	582	[1]	397
Supplemental cash flow information:	'		'
Cash paid for interest	145		152
Cash paid for income taxes	156		60
HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES	'		'
Operating Activities:	'		'
Net income	394		114
Adjustments to reconcile net income to net cash used in operating activities:	'		'
Equity in income of investment in unconsolidated affiliates	-6		-6
Depreciation and amortization	322		308
Loss on early extinguishment of debt	'		35
Noncash interest expense (income)	15		-1
Deferred income taxes	-43		6
Noncash loss on foreign currency transactions	13		23
Noncash compensation	21		20
Noncash restructuring and impairment of assets	36		7
Other, net	-6		7
Changes in operating assets and liabilities:	'		'
Accounts and notes receivable	-161		-146
Inventories	-112		118
Prepaid expenses	-31		-16
Other current assets	-67		17
Other noncurrent assets	-33		-108
Accounts payable	124		-9
Accrued liabilities	-78		-20
Other noncurrent liabilities	-50		33
Net cash provided by operating activities	338		382
Investing Activities:	'		'
Capital expenditures	-351		-295
Cash received from unconsolidated affiliates	38		48
Investment in unconsolidated affiliates	-37		-76
Acquisition of businesses, net of cash acquired	'		-66
Proceeds from sale of businesses/assets	15		-1
Increase in receivable from affiliate	-4		-16
Other, net	-2		2
Net cash used in investing activities	-341		-404
Financing Activities:	'		'
Net repayments under revolving loan facilities	-1		-3
Net borrowings on overdraft facilities	2		-2
Repayments of short-term debt	-8		-18
Borrowings on short-term debt	10		14
Repayments of long-term debt	-42		-459
Proceeds from issuance of long-term debt	204		572
Proceeds from notes payable to affiliate	'		177
Repayments of notes payable to affiliate	-65		'
Repayments of notes payable	-25		-30
Borrowings on notes payable	32		34
Debt issuance costs paid	-39		-4
Contingent consideration paid for acquisition	-6		'
Call premiums related to early extinguishment of debt	'		-4
Dividends paid to parent	-91		-90
Cash received for a noncontrolling interest of a subsidiary	5		'
Excess tax benefit related to stock-based compensation	'		4
Other, net	-2		1
Net cash (used in) provided by financing activities	-26		192
Effect of exchange rate changes on cash	-6		-2
Increase (Decrease) in cash and cash equivalents	-35		168
Cash and cash equivalents at beginning of period	515	[1]	210
Cash and cash equivalents at end of period	480	[1]	378
Supplemental cash flow information:	'		'
Cash paid for interest	145		170
Cash paid for income taxes	$156		$60

[1]	At September 30, 2014 and December 31, 2013, respectively, $42 and $39 of cash and cash equivalents, $10 and $9 of restricted cash, $43 and $41 of accounts and notes receivable (net), $64 and $54 of inventories, $5 and $3 of other current assets, $343 and $369 of property, plant and equipment (net), $17 each of intangible assets (net), $27 and $28 of other noncurrent assets, $82 and $73 of accounts payable, $30 and $32 of accrued liabilities, $176 and $183 of current portion of debt, $45 and $64 of long- term debt, and $33 and $45 of other noncurrent liabilities from consolidated variable interest entities are included in the respective Balance Sheet captions above. See ?Note 5. Variable Interest Entities.?

CONDENSED_CONSOLIDATED_STATEME5

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) (USD $)	9 Months Ended
In Millions, unless otherwise specified	Sep. 30, 2014	Sep. 30, 2013
Decrease of capital expenditures in accounts payable	$31	$41
Assets acquired under capital lease	10	'
HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES	'	'
Decrease of capital expenditures in accounts payable	31	41
Stock-based compensation	21	20
Assets acquired under capital lease	$10	'

GENERAL

GENERAL	9 Months Ended
GENERAL	Sep. 30, 2014
GENERAL	'
GENERAL	'

	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 100% 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 interim condensed consolidated financial statements (unaudited) and Huntsman International's interim condensed consolidated financial statements (unaudited) 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 condensed consolidated financial statements (unaudited) 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, 2013 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 and titanium dioxide.

	We operate in five segments: Polyurethanes, Performance Products, Advanced Materials, Textile Effects and Pigments. Our Polyurethanes, Performance Products, Advanced Materials and Textile Effects segments produce differentiated organic chemical products and our Pigments segment produces primarily 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. 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 100% 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 (unaudited) for both our Company and Huntsman International. The differences between our financial statements and Huntsman International's financial statements relate primarily to the following:



	•
	purchase accounting recorded at our Company for the 2003 step-acquisition of Huntsman International Holdings LLC, the former parent company of Huntsman International that was merged into Huntsman International in 2005;

	•
	the different capital structures; and

	•
	a note payable from Huntsman International to us.

	PRINCIPLES OF CONSOLIDATION

	Our condensed consolidated financial statements (unaudited) 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.

	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.

	RECENT DEVELOPMENTS

	Rockwood Acquisition

	On October 1, 2014, we completed the acquisition of the Performance Additives and Titanium Dioxide businesses of Rockwood Holdings, Inc. ("Rockwood"), which manufacture and market specialty titanium dioxide and performance additives products (the "Rockwood Acquisition"). We paid $1.04 billion in cash, subject to certain purchase price adjustments, and assumed certain unfunded pension liabilities in connection with the Rockwood Acquisition. The acquisition was financed using a bank term loan.

	The following businesses were acquired from Rockwood:



	•
	titanium dioxide, a white pigment derived from titanium bearing ores with strong specialty business in fibers, inks, pharmaceuticals, food and cosmetics;

	•
	functional additives made from barium and zinc based inorganics used to make colors more brilliant, primarily in plastics, coatings, films, food, cosmetics, pharmaceuticals and paper;

•
color pigments made from synthetic iron-oxide and other non-TiO2 inorganic pigments used by manufacturers of coatings and colorants;

•
timber treatment wood protection chemicals used primarily in residential and commercial applications;

•
water treatment products used to improve water purity in industrial, commercial and municipal applications; and

•
specialty automotive molded components.

The unaudited condensed combined balance sheet of the acquired businesses as of June 30, 2014 and the unaudited condensed combined statements of operations, comprehensive income (loss), cash flows, and changes in parent company equity of the acquired businesses for the six months ended June 30, 2014 and June 30, 2013 can be found in our current report on Form 8-K filed on October 7, 2014.

In connection with securing certain regulatory approvals required to complete the Rockwood Acquisition, we entered into a definitive agreement to sell our Ti02 product line used in printing inks to Henan Billions Chemicals Co., Ltd. The sale does not include any manufacturing assets. The sale is expected to close in the fourth quarter of 2014.

Port Neches Manufacturing Disruption

During the third quarter of 2014, we experienced an unplanned manufacturing disruption on a production unit at our facility in Port Neches, Texas for approximately three weeks. There were no injuries resulting from the equipment failure. The Port Neches facility manufactures methyl tertiary butyl ether (MTBE), propylene oxide (PO) and propylene glycols (PG). The manufacturing disruption also impacted internal PO supply to downstream derivatives.

RECENTLY_ISSUED_ACCOUNTING_PRO

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS	9 Months Ended
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS	Sep. 30, 2014
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS	'
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS	'

	2. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

	Accounting Pronouncements Adopted During 2014

	In February 2013, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2013-04, Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date, requiring entities to measure obligations resulting from joint and several liability arrangements for which the total amount of the obligation is fixed at the reporting date, as the sum of the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and any additional amount the reporting entity expects to pay on behalf of its co-obligors. The amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The amendments in this ASU should be applied retrospectively to all prior periods presented for those obligations resulting from joint and several liability arrangements that exist at the beginning of an entity's fiscal year of adoption. We adopted the amendments in this ASU effective January 1, 2014, and the initial adoption of the amendments in this ASU did not have any impact on our condensed consolidated financial statements (unaudited).

	In March 2013, the FASB issued ASU No. 2013-05, Foreign Currency Matters (Topic 830): Parent's Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity, resolving diversity in practice and clarifying the applicable guidance for the release of the cumulative translation adjustment into net income when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or business within a foreign entity. We adopted the amendments in this ASU effective January 1, 2014, and the initial adoption of the amendments in this ASU did not have any impact on our condensed consolidated financial statements (unaudited).

	In July 2013, the FASB issued ASU No. 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists, providing guidance on the presentation of unrecognized tax benefits in the financial statements as either a reduction to a deferred tax asset or as a liability to better reflect the manner in which an entity would settle at the reporting date any additional income taxes that would result from the disallowance of a tax position when net operating loss carryforwards ("NOLs"), similar tax losses or tax credit carryforwards exist. The amendments in this ASU do not require new recurring disclosures. The amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. We adopted the amendments in this ASU effective January 1, 2014, and the initial adoption of the amendments in this ASU did not have any impact on our condensed consolidated financial statements (unaudited).

	Accounting Pronouncements Pending Adoption in Future Periods

	In April 2014, the FASB issued ASU No. 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, changing the criteria for reporting discontinued operations and enhancing reporting requirements for discontinued operations. A disposal of a component of an entity or a group of components of an entity will be required to be reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity's operations and financial results. Further, the amendments in this ASU will require an entity to present, for each comparative period, the assets and liabilities of a disposal group that includes a discontinued operation separately in the asset and liability sections, respectively, of the statement of financial position. The amendments in this ASU are effective prospectively for all disposals (or classifications as held for sale) of components of an entity that occur within annual periods beginning on or after December 15, 2014, and interim periods within those years, and for all businesses that, on acquisition, are classified as held for sale that occur within annual periods beginning on or after December 15, 2014, and interim periods within those years. We do not expect the adoption of the amendments in this ASU to have a significant impact on our condensed consolidated financial statements (unaudited).

	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. The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. The amendments in this ASU should be applied retrospectively, and early application is not permitted. We are currently evaluating the impact of the adoption of the amendments in this ASU on our condensed consolidated financial statements (unaudited).

	In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern, providing guidance about management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures. The amendments in this ASU are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early adoption is permitted. We do not expect the adoption of the amendments in this ASU to have a significant impact on our condensed consolidated financial statements (unaudited).

BUSINESS_COMBINATIONS

BUSINESS COMBINATIONS	9 Months Ended
BUSINESS COMBINATIONS	Sep. 30, 2014
BUSINESS COMBINATIONS	'
BUSINESS COMBINATIONS	'

	3. BUSINESS COMBINATIONS

	ROCKWOOD ACQUISITION

	On October 1, 2014, we completed the Rockwood Acquisition and paid $1.04 billion in cash, subject to certain purchase price adjustments, and assumed certain unfunded pension liabilities in connection with the Rockwood Acquisition. For more information, see "Note 1. General—Recent Developments—Rockwood Acquisition." The majority of the acquired businesses will be integrated into our Pigments segment. Transaction costs charged to expense related to this acquisition were $10 million for the nine months ended September 30, 2014 and were recorded in selling, general and administrative expenses in our condensed consolidated statements of operations (unaudited).

	We have accounted for the Rockwood Acquisition using the acquisition method. As such, we analyzed the fair value of tangible and intangible assets acquired and liabilities assumed. The preliminary allocation of acquisition cost to the assets acquired and liabilities assumed is summarized as follows (dollars in millions):


	Acquisition cost		$	1,039




	Fair value of assets acquired and liabilities assumed:
	Cash		$	68
	Accounts receivable, net			248
	Inventories			485
	Prepaid expenses and other current assets			31
	Property, plant and equipment			423
	Intangible assets			188
	Deferred income taxes, non-current			106
	Other assets			10
	Accounts payable			(154	)
	Accrued compensation			(45	)
	Accrued expenses and other current liabilities			(45	)
	Long-term debt, current			(2	)
	Long-term debt, non-current			(4	)
	Pension and related liabilities			(240	)
	Other liabilities			(30	)


	Total fair value of net assets acquired		$	1,039





	The acquisition cost allocation is preliminary pending final determination of the fair value of assets acquired and liabilities assumed, including final valuation of property, plant and equipment and intangible assets. For purposes of this preliminary allocation of fair value, we have assigned any excess of the acquisition cost of historical carrying values to property, plant and equipment and no amounts have been allocated to goodwill. It is possible that changes to this allocation could occur. The estimated pro forma revenues and earnings information for the three and nine months ended September 30, 2014 and 2013 has not been provided as that information is not yet available.

	OXID ACQUISITION

	On August 29, 2013, we completed the acquisition of the chemical business of Oxid L.P. (the "Oxid Acquisition"), a privately-held manufacturer and marketer of specialty urethane polyols based in Houston, Texas. The acquisition cost of approximately $76 million consists of cash payments of approximately $66 million and contingent consideration of $10 million. The contingent consideration relates to an earn-out agreement which will be paid over two years if certain conditions are met. Related to this earn-out agreement, $6 million was paid during the nine months ended September 30, 2014. The acquired business has been integrated into our Polyurethanes segment. Transaction costs charged to expense related to this acquisition were not significant.

	We have accounted for the Oxid Acquisition using the acquisition method. As such, we analyzed the fair value of tangible and intangible assets acquired and liabilities assumed. The allocation of acquisition cost to the assets acquired and liabilities assumed is summarized as follows (dollars in millions):


	Cash paid for acquisition		$	66
	Contingent consideration			10


	Acquisition cost		$	76




	Fair value of assets acquired and liabilities assumed:
	Accounts receivable		$	9
	Inventories			14
	Property, plant and equipment			22
	Intangible assets			36
	Accounts payable			(4	)
Accrued liabilities			(1	)


Total fair value of net assets acquired		$	76





Intangible assets acquired consist primarily of developed technology and customer relationships, both of which will be amortized over 15 years. If the Oxid Acquisition were to have occurred on January 1, 2013, the following estimated pro forma revenues and net income attributable to Huntsman Corporation and Huntsman International would have been reported (dollars in millions):

Huntsman Corporation


		Pro Forma
		Three months			Nine months
		ended			ended
		September 30, 2013			September 30, 2013
		(Unaudited)			(Unaudited)
Revenues		$	2,868		$	8,446
Net income attributable to Huntsman Corporation			67			94

Huntsman International


		Pro Forma
		Three months			Nine months
		ended			ended
		September 30, 2013			September 30, 2013
		(Unaudited)			(Unaudited)
Revenues		$	2,868		$	8,446
Net income attributable to Huntsman International			71			101

INVENTORIES

INVENTORIES	9 Months Ended
INVENTORIES	Sep. 30, 2014
INVENTORIES	'
INVENTORIES	'

	4. 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):


		September 30,			December 31,
		2014			2013
	Raw materials and supplies	$	424		$	433
	Work in progress		78			92
	Finished goods		1,365			1,290


	Total		1,867			1,815
	LIFO reserves		(79	)		(74	)


	Net	$	1,788		$	1,741





	For September 30, 2014 and December 31, 2013, approximately 12% and 11%, respectively, of inventories were recorded using the LIFO cost method.

VARIABLE_INTEREST_ENTITIES

VARIABLE INTEREST ENTITIES	9 Months Ended
VARIABLE INTEREST ENTITIES	Sep. 30, 2014
VARIABLE INTEREST ENTITIES	'
VARIABLE INTEREST ENTITIES	'

	5. 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 four joint ventures for which we are the primary beneficiary:



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

	•
	Pacific Iron Products Sdn Bhd manufactures products for our Pigments segment. In this joint venture we supply all the raw materials through a fixed cost supply contract, operate the manufacturing facility and market the products of the joint venture to customers. Through a fixed price raw materials supply contract with the joint venture we are exposed to the risk related to the fluctuation of raw material pricing.

	•
	Arabian Amines Company manufactures products for our Performance Products segment. As required in the operating agreement governing this joint venture, we purchase all of Arabian Amines Company's production and sell it to our customers. Substantially all of the joint venture's activities are conducted on our behalf.

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

	Creditors of these entities have no recourse to our general credit. As the primary beneficiary of these variable interest entities at September 30, 2014, the joint ventures' assets, liabilities and results of operations are included in our condensed consolidated financial statements (unaudited).

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


		September 30,		December 31,
		2014		2013
	Current assets	$	186	$	147
	Property, plant and equipment, net		343		369
	Other noncurrent assets		68		76
	Deferred income taxes		28		28
	Intangible assets		17		17
	Goodwill		15		16


	Total assets	$	657	$	653




	Current liabilities	$	353	$	330
	Long-term debt		51		72
	Deferred income taxes		9		9
	Other noncurrent liabilities		32		45


	Total liabilities	$	445	$	456

RESTRUCTURING_IMPAIRMENT_AND_P

RESTRUCTURING, IMPAIRMENT AND PLANT CLOSING COSTS	9 Months Ended
RESTRUCTURING, IMPAIRMENT AND PLANT CLOSING COSTS	Sep. 30, 2014
RESTRUCTURING, IMPAIRMENT AND PLANT CLOSING COSTS	'
RESTRUCTURING, IMPAIRMENT AND PLANT CLOSING COSTS	'

	6. RESTRUCTURING, IMPAIRMENT AND PLANT CLOSING COSTS

	As of September 30, 2014 and December 31, 2013, accrued restructuring costs by type of cost and initiative consisted of the following (dollars in millions):


			Workforce			Demolition and			Non-cancelable			Other			Total(2)
			reductions(1)			decommissioning			lease and			restructuring
									contract			costs
									termination
									costs
	Accrued liabilities as of January 1, 2014		$	52		$	—		$	60		$	1		$	113
	2014 charges for 2013 and prior initiatives			40			5			4			11			60
	2014 charges for 2014 initiatives			6			—			—			—			6
	Reversal of reserves no longer required			(7	)		—			—			(1	)		(8	)
	2014 payments for 2013 and prior initiatives			(39	)		(5	)		(6	)		(10	)		(60	)
	Net activity of discontinued operations			—			—			(1	)		—			(1	)
	Foreign currency effect on liability balance			(3	)		—			(4	)		1			(6	)


	Accrued liabilities as of September 30, 2014		$	49		$	—		$	53		$	2		$	104






	-1
	The workforce reduction reserves relate to the termination of 635 positions, of which 496 positions had not been terminated as of September 30, 2014.

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


			September 30,			December 31,
			2014			2013
	2012 and prior initiatives		$	68		$	95
	2013 initiatives			30			18
	2014 initiatives			6			—


	Total		$	104		$	113





	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			Advanced			Textile			Pigments			Discontinued			Corporate			Total
						Products			Materials			Effects						Operations			and
																					Other
	Accrued liabilities as of January 1, 2014		$	9		$	10		$	12		$	68		$	2		$	3		$	9		$	113
	2014 charges for 2013 and prior initiatives			—			23			12			11			3			—			11			60
	2014 charges for 2014 initiatives			—			—			—			6			—			—			—			6
	Reversal of reserves no longer required			—			(1	)		(4	)		(2	)		—			—			(1	)		(8	)
	2014 payments for 2013 and prior initiatives			(3	)		(7	)		(13	)		(21	)		(3	)		—			(13	)		(60	)
	Net activity of discontinued operations			—			—			—			—			—			(1	)		—			(1	)
	Foreign currency effect on liability balance			—			(1	)		—			(4	)		(1	)		—			—			(6	)


	Accrued liabilities as of September 30, 2014		$	6		$	24		$	7		$	58		$	1		$	2		$	6		$	104




Current portion of restructuring reserves		$	2		$	24		$	6		$	7		$	1		$	2		$	6		$	48
Long-term portion of restructuring reserves			4			—			1			51			—			—			—			56

Details with respect to cash and noncash restructuring charges for the three and nine months ended September 30, 2014 and 2013 by initiative are provided below (dollars in millions):


		Three months			Nine months
		ended			ended
		September 30, 2014			September 30, 2014
Cash charges:
2014 charges for 2013 and prior initiatives		$	9		$	60
2014 charges for 2014 initiatives			—			6
Pension related charges			—			2
Reversal of reserves no longer required			—			(8	)
Noncash charges			30			31


Total 2014 Restructuring, Impairment and Plant Closing Costs		$	39		$	91









		Three months			Nine months
		ended			ended
		September 30, 2013			September 30, 2013
Cash charges:
2013 charges for 2012 and prior initiatives		$	25		$	87
2013 charges for 2013 initiatives			14			28
Pension related charges			2			7
Reversal of reserves no longer required			(10	)		(19	)
Non-cash charges			6			7


Total 2013 Restructuring, Impairment and Plant Closing Costs		$	37		$	110





2014 RESTRUCTURING ACTIVITIES

In connection with a September 2014 announcement of a feasibility study into a MDI production expansion at our Geismar, Louisiana facility, we concluded that certain capitalized engineering costs associated with a previously planned MDI production expansion at our Rotterdam, The Netherlands facility were impaired and our Polyurethanes segment recorded a noncash impairment charge of $16 million during the third quarter of 2014.

During 2013, our Performance Products segment initiated a restructuring program to refocus its surfactants business in Europe. In connection with this program, on June 25, 2014 we completed the sale of our European commodity surfactants business, including the ethoxylation facility in Lavera, France to Wilmar. In addition, Wilmar has entered into a multi-year arrangement to purchase certain sulphated surfactant products from our facilities in St. Mihiel, France and Castiglione delle Stiviere, Italy. Additionally, we intend to cease production at our Patrica, Italy surfactants facility by late October 2014. During the nine months ended September 30, 2014, we recorded charges of $23 million primarily related to workforce reductions. We expect to complete this program by the end of 2015.

During the nine months ended September 30, 2014, our Advanced Materials segment recorded charges of $12 million primarily related to workforce reductions with our global transformational change program designed to improve the segment's manufacturing efficiencies, enhance its commercial excellence and improve its long-term global competitiveness. We expect to incur charges related to this program through the first quarter of 2015.

On September 27, 2011, we announced plans to implement a significant restructuring of our Textile Effects segment, including the closure of our production facilities and business support offices in Basel, Switzerland, as part of an ongoing strategic program aimed at improving the Textile Effects segment's long-term global competitiveness. In connection with this plan, during the nine months ended September 30, 2014, our Textile Effects segment recorded charges of $9 million and an $8 million noncash charge for a pension settlement loss associated with this initiative. We expect to incur charges related to this program through 2015. In June 2014, we announced plans for the closure our Qingdao, China plant to be completed by December 2015. During the nine months ended September 30, 2014, we recorded charges of $6 million primarily related to workforce reductions related to this initiative. We expect to incur charges related to this program through the end of 2016.

During the nine months ended September 30, 2014, our Corporate and other segment recorded charges of $11 million in association with a reorganization of our global information technology organization. We expect to incur charges related to this program through the end of 2015.

2013 RESTRUCTURING ACTIVITIES

During the nine months ended September 30, 2013, our Polyurethanes segment recorded charges of $3 million and reversed charges of $7 million related to workforce reductions in association with our program to reduce annualized fixed costs. Our Polyurethanes segment also recorded pension-related settlement charges of $7 million related to this program.

During the nine months ended September 30, 2013, our Performance Products segment recorded charges of $12 million related primarily to workforce reductions in association with plans to refocus our surfactants business in Europe and $5 million primarily related to workforce reductions in our Australian operation.

During the nine months ended September 30, 2013, our Advanced Materials segment recorded charges of $33 million primarily related to workforce reductions in association with our global transformational change program designed to improve the segment's manufacturing efficiencies, enhance commercial excellence and improve its long-term global competitiveness.

On September 27, 2011, we announced plans to implement a significant restructuring of our Textile Effects business, including the closure of our production facilities and business support offices in Basel, Switzerland, as part of an ongoing strategic program aimed at improving the Textile Effects segment's long-term global competitiveness. In connection with this plan, during the nine months ended September 30, 2013, our Textile Effects segment recorded charges of $48 million as well as recorded a $6 million noncash charge for a pension settlement loss. In addition, during the nine months ended September 30, 2013, we reversed charges of $8 million in relation to our consolidation of manufacturing activities and processes at our site in Basel, Switzerland.

During the nine months ended September 30, 2013, our Corporate and other segment recorded charges of $11 million primarily related to workforce reductions in association with a reorganization of our global information technology organization.

DEBT

DEBT	9 Months Ended
DEBT	Sep. 30, 2014
DEBT	'
DEBT	'

	7. DEBT

	Outstanding debt consisted of the following (dollars in millions):

	Huntsman Corporation


			September 30,			December 31,
			2014			2013
	Senior Credit Facilities:
	Term loans		$	1,339		$	1,351
	Amounts outstanding under A/R programs			235			248
	Senior notes			1,219			1,061
	Senior subordinated notes			890			891
	HPS (China) debt			38			40
	Variable interest entities			220			247
	Other			85			72


	Total debt—excluding debt to affiliates		$	4,026		$	3,910




	Total current portion of debt		$	274		$	277
	Long-term portion			3,752			3,633


	Total debt—excluding debt to affiliates		$	4,026		$	3,910




	Total debt—excluding debt to affiliates		$	4,026		$	3,910
	Notes payable to affiliates-noncurrent			6			6


	Total debt		$	4,032		$	3,916





	Huntsman International


			September 30,			December 31,
			2014			2013
	Senior Credit Facilities:
	Term loans		$	1,339		$	1,351
	Amounts outstanding under A/R programs			235			248
	Senior notes			1,219			1,061
	Senior subordinated notes			890			891
	HPS (China) debt			38			40
	Variable interest entities			220			247
	Other			85			72


	Total debt—excluding debt to affiliates		$	4,026		$	3,910




Total current portion of debt		$	274		$	277
Long-term portion			3,752			3,633


Total debt—excluding debt to affiliates		$	4,026		$	3,910




Total debt—excluding debt to affiliates		$	4,026		$	3,910
Notes payable to affiliates-current			100			100
Notes payable to affiliates-noncurrent			713			779


Total debt		$	4,839		$	4,789





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.

Senior Credit Facilities

As of September 30, 2014, our senior credit facilities ("Senior Credit Facilities") consisted of our revolving credit facility ("Revolving Facility"), our extended term loan B facility ("Extended Term Loan B"), our extended term loan B facility—series 2 ("Extended Term Loan B—Series 2") and our term loan C facility ("Term Loan C") as follows (dollars in millions):


Facility		Committed			Principal			Carrying			Interest Rate(3)	Maturity
Facility		Amount			Outstanding			Value			Interest Rate(3)	Maturity
Revolving Facility		$	600	-1	$	—	-2	$	—	-2	USD LIBOR plus 2.50%		2017
Extended Term Loan B			NA			952			952		USD LIBOR plus 2.50%		2017
Extended Term Loan B—Series 2			NA			339			339		USD LIBOR plus 2.75%		2017
Term Loan C			NA			50			48		USD LIBOR plus 2.25%		2016


-1
On October 1, 2014, Huntsman International entered into the thirteenth amendment to the agreement governing the Senior Credit Facilities ("the Credit Agreement"). The amendment increased revolving commitments in an aggregate principal amount of $25 million.

-2
We had no borrowings outstanding under our Revolving Facility; we had approximately $17 million (U.S. dollar equivalents) of letters of credit and bank guarantees issued and outstanding under our Revolving Facility.

-3
The applicable interest rate of the Senior Credit Facilities is subject to certain secured leverage ratio thresholds. As of September 30, 2014, the weighted average interest rate on our outstanding balances under the Senior Credit Facilities was approximately 3%.

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 October 15, 2013, Huntsman International entered into a tenth amendment to the Credit Agreement. The amendment, among other things, permits us to incur a senior secured term loan facility in an aggregate principal amount of $1.2 billion (the "New Term Loan") and to increase our Revolving Facility. In August 2014, we entered into the eleventh and twelfth amendments, which modified the Credit Agreement to initially fund the New Term Loan into escrow and completed the increase of our Revolving Facility by $200 million.

On October 1, 2014, the New Term Loan was used to fund the Rockwood Acquisition. See "Note 1. General—Recent Developments—Rockwood Acquisition." The New Term Loan matures on October 1, 2021 and will amortize in aggregate annual amounts equal to 1% of the original principal amount of the New Term Loan, payable quarterly commencing March 31, 2015. The New Term Loan bears interest at an interest rate margin of LIBOR plus 3.00% (subject to a 0.75% floor). The $1.2 billion New Term Loan will be recorded at a carrying value of $1,188 million as of October 1, 2014.

The commitments associated with the increase of our Revolving Facility bear interest at the same rate as the existing Revolving Facility and will mature on the same date as the existing facility.

Notes

As of September 30, 2014, we had outstanding the following notes (monetary amounts in millions):


Notes		Maturity		Interest			Amount Outstanding
Notes		Maturity		Rate			Amount Outstanding
Senior Notes ("2020 Senior Notes")		Nov-20			4.875	%	$650 ($647 carrying value)
Senior Notes ("2021 Senior Notes")		Apr-21			5.125	%	€445 (€450 carrying value ($572))
Senior Subordinated Notes		Mar-20			8.625	%	$350
Senior Subordinated Notes		Mar-21			8.625	%	$530 ($540 carrying value)

On June 2, 2014, pursuant to an indenture entered into on December 23, 2013, Huntsman International issued €145 million (approximately $197 million) aggregate principal amount of additional 2021 Senior Notes. The additional notes are recorded at carrying value €150 million (approximately $190 million) as of September 30, 2014.

The 2021 Senior Notes bear interest at the rate of 5.125% per year payable semi-annually on April 15 and October 15 of each year and are due on April 15, 2021. Huntsman International may redeem the 2021 Senior Notes in whole or in part at any time prior to January 15, 2021 at a price equal to 100% of the principal amount thereof plus a "make-whole" premium and accrued and unpaid interest.

The 2021 Senior Notes and 2020 Senior Notes are general unsecured senior obligations of Huntsman International and are guaranteed on a general unsecured senior basis by the Guarantors. The indentures impose certain limitations on the ability of Huntsman International and its subsidiaries to, among other things, incur additional indebtedness secured by any principal properties, incur indebtedness of nonguarantor subsidiaries, enter into sale and leaseback transactions with respect to any principal properties and consolidate or merge with or into any other person or lease, sell or transfer all or substantially all of its properties and assets. Upon the occurrence of certain change of control events, holders of the 2021 Senior Notes and 2020 Senior Notes will have the right to require that Huntsman International purchase all or a portion of such holder's notes in cash at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest to the date of repurchase.

Redemption of Notes and Loss on Early Extinguishment of Debt

We did not redeem or repurchase any of our notes during the nine months ended September 30, 2014. During the nine months ended September 30, 2013, we redeemed or repurchased the following notes (monetary amounts in millions):


Date of Redemption		Notes		Principal Amount of			Amount Paid			Loss on Early
				Notes Redeemed			(Excluding Accrued			Extinguishment
							Interest)			of Debt
March 4, 2013		5.50% Senior Notes due 2016		$	200		$	200		$	34

Variable Interest Entity Debt

As of September 30, 2014, Arabian Amines Company, our consolidated 50%-owned joint venture, had $163 million outstanding under its loan commitments and debt financing arrangements. Arabian Amines Company is currently not in compliance with certain financial covenants under its loan commitments. We do not guarantee these loan commitments, and Arabian Amines Company is not a guarantor of any of our other debt obligations. Arabian Amines Company's noncompliance with its financial covenants does not affect any of our debt obligations. While the lenders under the loan commitments have agreed to certain modifications, we continue discussions with Arabian Amines Company's lenders and expect to resolve the noncompliance. As of September 30, 2014, the amounts outstanding under these loan commitments were classified as current in our condensed consolidated balance sheets (unaudited).

Note Payable from Huntsman International to Huntsman Corporation

As of September 30, 2014, we have a loan of $807 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 September 30, 2014 on our condensed consolidated balance sheets (unaudited). As of September 30, 2014, 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. accounts receivable securitization program ("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).

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 U.S. A/R Program and our European accounts receivable securitization program ("European A/R Program" and collectively with the U.S. A/R Program, "A/R Programs") and our notes. However, Arabian Amines Company, our consolidated 50%-owned joint venture, is currently not in compliance with certain financial covenants contained under its loan commitments. See "—Variable Interest Entity Debt" above.

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.

DERIVATIVE_INSTRUMENTS_AND_HED

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES	9 Months Ended
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES	Sep. 30, 2014
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES	'
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES	'

	8. 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.

	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 in accumulated other comprehensive loss.

	Our cash flows and earnings are subject to fluctuations due to exchange rate variation. Our revenues and expenses are denominated in various foreign currencies. 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 September 30, 2014, we had approximately $175 million in notional amount (in U.S. dollar equivalents) outstanding in forward foreign currency contracts.

	On December 9, 2009, we entered into a five-year interest rate contract to hedge the variability caused by monthly changes in cash flow due to associated changes in LIBOR under our Senior Credit Facilities. The notional value of the contract is $50 million, and it has been designated as a cash flow hedge. The effective portion of the changes in the fair value of the swap was recorded in other comprehensive loss. We will pay a fixed 2.6% on the hedge and receive the one-month LIBOR rate. As of September 30, 2014, the fair value of the hedge was less than $1 million and was recorded in current liabilities on our condensed consolidated balance sheets (unaudited).

	On January 19, 2010, we entered into an additional five-year interest rate contract to hedge the variability caused by monthly changes in cash flow due to associated changes in LIBOR under our Senior Credit Facilities. The notional value of the contract is $50 million, and it has been designated as a cash flow hedge. The effective portion of the changes in the fair value of the swap was recorded as other comprehensive loss. We will pay a fixed 2.8% on the hedge and receive the one-month LIBOR rate. As of September 30, 2014, the fair value of the hedge was less than $1million and was recorded in current liabilities on our condensed consolidated balance sheets (unaudited).

	On September 1, 2011, we entered into a $50 million forward interest rate contract that will begin in December 2014 with maturity in April 2017 and a $50 million forward interest rate contract that will begin in January 2015 with maturity in April 2017. These two forward contracts are to hedge the variability caused by monthly changes in cash flow due to associated changes in LIBOR under our Senior Credit Facilities once our existing interest rate hedges mature. These swaps are designated as cash flow hedges and the effective portion of the changes in the fair value of the swaps were recorded in other comprehensive income. Both interest rate contracts will pay a fixed 2.5% on the hedge and receive the one-month LIBOR rate once the contracts begin in 2014 and 2015, respectively. As of September 30, 2014, the combined fair value of these two hedges was $3 million and was recorded in other noncurrent liabilities on our condensed consolidated balance sheets (unaudited).

	In 2009, Sasol-Huntsman entered into derivative transactions to hedge the variable interest rate associated with its local credit facility. These derivative rate hedges include a floating to fixed interest rate contract providing Sasol-Huntsman with EURIBOR interest payments for a fixed payment of 3.62% and a cap for future periods with a strike price of 3.62%. In connection with the consolidation of Sasol-Huntsman as of April 1, 2011, the interest rate contract is now included in our consolidated results. See "Note 5. Variable Interest Entities." The notional amount of the fixed rate contracts as of September 30, 2014 was €12 million (approximately $15 million) and the notional amount of caps as of September 30, 2014 was €22 million (approximately $28 million) and the derivative transactions do not qualify for hedge accounting. As of September 30, 2014, the fair value of the hedges was less than €1 million (less than approximately $1 million) and was recorded in other noncurrent liabilities on our condensed consolidated balance sheets (unaudited). For the three and nine months ended September 30, 2014, we recorded a reduction of interest expense of nil and €1 million (approximately nil and $1 million), respectively, due to changes in the fair value of the hedges.

	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 5. Variable Interest Entities." The notional amount of the swap as of September 30, 2014 was $28 million, and the interest rate contract is not designated as a cash flow hedge. As of September 30, 2014, the fair value of the swap was $3 million and was recorded in current liabilities on our condensed consolidated balance sheets (unaudited). For the three and nine months ended September 30, 2014, we recorded additional (reduction of) interest expense of nil and ($1) million, respectively, due to changes in fair value of the swap. As of September 30, 2014, Arabian Amines Company was not in compliance with certain financial covenants under its loan commitments. For more information, see "Note 7. Debt—Direct and Subsidiary Debt—Variable Interest Entity Debt."

	In conjunction with the issuance of our 8.625% senior subordinated notes due 2020, we entered into cross-currency interest rate contracts with three counterparties. On March 17, 2010, we made payments of $350 million to these counterparties and received €255 million from these counterparties, and on maturity (March 15, 2015) we are required to pay €255 million to these counterparties and will receive $350 million from these counterparties. On March 15 and September 15 of each year, we will receive U.S. dollar interest payments of approximately $15 million (equivalent to an annual rate of 8.625%) and make interest payments of approximately €11 million (equivalent to an annual rate of approximately 8.41%). This swap is designated as a hedge of net investment for financial reporting purposes. As of September 30, 2014, the fair value of this swap was $30 million and was recorded in current assets on our condensed consolidated balance sheets (unaudited).

	We 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. 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 September 30, 2014, we have designated approximately €575 million (approximately $731 million) of euro-denominated debt and cross-currency interest rate contracts as a hedge of our net investment. For the three and nine months ended September 30, 2014, the amount of gain recognized on the hedge of our net investment was $56 million and $62 million, respectively, and was recorded in other comprehensive income on our condensed consolidated statements of comprehensive income (unaudited). As of September 30, 2014, we had approximately €967 million (approximately $1,229 million) in net euro assets.

FAIR_VALUE

FAIR VALUE	9 Months Ended
FAIR VALUE	Sep. 30, 2014
FAIR VALUE	'
FAIR VALUE	'

	9. FAIR VALUE

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


			September 30, 2014						December 31, 2013
			Carrying			Estimated			Carrying			Estimated
			Value			Fair Value			Value			Fair Value
	Non-qualified employee benefit plan investments		$	21		$	21		$	21		$	21
	Cross-currency interest rate contracts			30			30			2			2
	Interest rate contracts			(7	)		(7	)		(10	)		(10	)
	Long-term debt (including current portion)			(4,026	)		(4,069	)		(3,910	)		(4,010	)

	The carrying amounts reported in our condensed consolidated balance sheets (unaudited) 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 value of non-qualified employee benefit plan investments is 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 September 30, 2014 and December 31, 2013. 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 September 30, 2014 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		September 30,			Quoted prices in			Significant other			Significant
			2014			active markets for			observable			unobservable
						identical assets			inputs			inputs
						(Level 1)(3)			(Level 2)(3)			(Level 3)(3)
	Assets:
	Available-for sale equity securities:
	Equity mutual funds		$	21		$	21		$	—		$	—
	Derivatives:
	Cross-currency interest rate contracts(1)			30			—			30			—


	Total assets		$	51		$	21		$	30		$	—




	Liabilities:
	Derivatives:
	Interest rate contracts(2)		$	(7	)	$	—		$	(7	)	$	—









						Fair Value Amounts Using
	Description		December 31,			Quoted prices in			Significant other			Significant
			2013			active markets for			observable			unobservable
						identical assets			inputs			inputs
						(Level 1)(3)			(Level 2)(3)			(Level 3)(3)
	Assets:
	Available-for sale equity securities:
	Equity mutual funds		$	21		$	21		$	—		$	—
	Derivatives:
	Cross-currency interest rate contracts(1)			2			—			2			—


	Total assets		$	23		$	21		$	2		$	—




Liabilities:
Derivatives:
Interest rate contracts(2)		$	(10	)	$	—		$	(10	)	$	—






-1
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.

-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 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.

-3
There were no transfers between Levels 1 and 2 within the fair value hierarchy for the nine months ended September 30, 2014 and the year ended December 31, 2013. During the nine months ended September 30, 2014 and 2013, there were no instruments categorized as Level 3 within the fair value hierarchy.

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 the nine months ended September 30, 2014 and 2013, we recorded charges of $26 million and $1 million, respectively, for the impairment of long-lived assets.

EMPLOYEE_BENEFIT_PLANS

EMPLOYEE BENEFIT PLANS	9 Months Ended
EMPLOYEE BENEFIT PLANS	Sep. 30, 2014
EMPLOYEE BENEFIT PLANS	'
EMPLOYEE BENEFIT PLANS	'

	10. EMPLOYEE BENEFIT PLANS

	Components of the net periodic benefit costs for the three and nine months ended September 30, 2014 and 2013 were as follows (dollars in millions):

	Huntsman Corporation


			Defined						Other
			Benefit Plans						Postretirement
									Benefit Plans
			Three months						Three months
			ended						ended
			September 30,						September 30,
			2014			2013			2014			2013
	Service cost		$	14		$	18		$	1		$	1
	Interest cost			36			32			1			2
	Expected return on assets			(48	)		(44	)		—			—
	Amortization of prior service benefit			(1	)		(1	)		(1	)		(1	)
	Amortization of actuarial loss			13			19			—			1
	Special termination benefits			—			2			—			—
	Settlement loss			10			6			—			—


	Net periodic benefit cost		$	24		$	32		$	1		$	3









			Defined						Other
			Benefit Plans						Postretirement
									Benefit Plans
			Nine months						Nine months
			ended						ended
			September 30,						September 30,
			2014			2013			2014			2013
	Service cost		$	44		$	51		$	2		$	3
	Interest cost			110			97			4			4
	Expected return on assets			(146	)		(130	)		—			—
	Amortization of prior service benefit			(4	)		(4	)		(3	)		(2	)
	Amortization of actuarial loss			39			59			1			2
	Special termination benefits			3			7			—			—
	Settlement loss			11			6			—			—


	Net periodic benefit cost		$	57		$	86		$	4		$	7





	Huntsman International


			Defined						Other
			Benefit Plans						Postretirement
									Benefit Plans
			Three months						Three months
ended					ended
September 30,					September 30,
				2014			2013			2014			2013
Service cost				$	14		$		17		$	1		$	1
Interest cost			36			32				1			2
Expected return on assets			(48	)		(44	)		—			—
Amortization of prior service benefit			(1	)		(1	)		(1	)		(1	)
Amortization of actuarial loss			15			22			—			1
Special termination benefits			—			2			—			—
Settlement loss			10			6			—			—


Net periodic benefit cost		$	26		$	34		$	1		$	3









		Defined						Other
		Benefit Plans						Postretirement
								Benefit Plans
		Nine months						Nine months
		ended						ended
		September 30,						September 30,
		2014			2013			2014			2013
Service cost		$	44		$	51		$	2		$	3
Interest cost			110			97			4			4
Expected return on assets			(146	)		(130	)		—			—
Amortization of prior service benefit			(4	)		(4	)		(3	)		(2	)
Amortization of actuarial loss			45			64			1			2
Special termination benefits			3			7			—			—
Settlement loss			11			6			—			—


Net periodic benefit cost		$	63		$	91		$	4		$	7





During the nine months ended September 30, 2014 and 2013, we made contributions to our pension and other postretirement benefit plans of $113 million and $130 million, respectively. During the remainder of 2014, we expect to contribute an additional amount of approximately $30 million to these plans, excluding expected contributions to employee benefit plans assumed in the Rockwood Acquisition.

In connection with employee terminations related to restructuring programs, we recorded noncash pension settlement losses of $11 million and $6 million for the nine months ended September 30, 2014 and 2013, respectively.

Beginning July 1, 2014, the Huntsman Defined Benefit Pension Plan was closed to new, non-union entrants. New, non-union entrants will be provided with a defined contribution plan with a non-discretionary employer contribution and a company match.

HUNTSMAN_CORPORATION_STOCKHOLD

HUNTSMAN CORPORATION STOCKHOLDERS' EQUITY	9 Months Ended
HUNTSMAN CORPORATION STOCKHOLDERS' EQUITY	Sep. 30, 2014
HUNTSMAN CORPORATION STOCKHOLDERS' EQUITY	'
HUNTSMAN CORPORATION STOCKHOLDERS' EQUITY	'

	11. HUNTSMAN CORPORATION STOCKHOLDERS' EQUITY

	COMMON STOCK DIVIDENDS

	During the quarter ended September 30, 2014, we paid cash dividends of $31 million, or $0.125 per share, to common stockholders, and during each of the quarters ended September 30, 2013, June 30, 2014 and 2013 and March 31, 2014 and 2013, we paid cash dividends of $30 million, or $0.125 per share, to common stockholders.

OTHER_COMPREHENSIVE_LOSS_INCOM

OTHER COMPREHENSIVE (LOSS) INCOME	9 Months Ended
OTHER COMPREHENSIVE (LOSS) INCOME	Sep. 30, 2014
OTHER COMPREHENSIVE (LOSS) INCOME	'
OTHER COMPREHENSIVE (LOSS) INCOME	'

	12. OTHER COMPREHENSIVE (LOSS) INCOME

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

	Huntsman Corporation


			Foreign			Pension and			Other			Other,			Total			Amounts			Amounts
			currency			other			comprehensive			net						attributable to			attributable to
			translation			postretirement			income of									noncontrolling			Huntsman
			adjustment(a)			benefits			unconsolidated									interests			Corporation
						adjustments, net			affiliates
						of tax(b)
	Beginning balance, January 1, 2014		$	246		$	(851	)	$	12		$	8		$	(585	)	$	8		$	(577	)
	Other comprehensive (loss) income before reclassifications			(108	)		—			—			2			(106	)		7			(99	)
	Amounts reclassified from accumulated other comprehensive loss(c)			—			33			—			—			33			—			33


	Net current-period other comprehensive (loss) income			(108	)		33			—			2			(73	)		7			(66	)


	Ending balance, September 30, 2014		$	138		$	(818	)	$	12		$	10		$	(658	)	$	15		$	(643	)






	(a)
	Amounts are net of tax of $32 and $13 as of September 30, 2014 and January 1, 2014, respectively.

	(b)
	Amounts are net of tax of $72 and $83 as of September 30, 2014 and January 1, 2014, respectively.

	(c)
	See table below for details about these reclassifications.


			Foreign			Pension and			Other			Other, net			Total			Amounts			Amounts
			currency			other			comprehensive									attributable to			attributable to
			translation			postretirement			income of									noncontrolling			Huntsman
			adjustment(a)			benefits			unconsolidated									interests			Corporation
						adjustments, net			affiliates
						of tax(b)
	Beginning balance, January 1, 2013		$	269		$	(1,036	)	$	7		$	3		$	(757	)	$	13		$	(744	)
	Other comprehensive (loss) income before reclassifications			(44	)		22			2			3			(17	)		1			(16	)
	Amounts reclassified from accumulated other comprehensive loss(c)			—			46			—			—			46			—			46


	Net current-period other comprehensive (loss) income			(44	)		68			2			3			29			1			30


	Ending balance, September 30, 2013		$	225		$	(968	)	$	9		$	6		$	(728	)	$	14		$	(714	)






	(a)
	Amounts are net of tax of $18 and $20 as of September 30, 2013 and January 1, 2013, respectively.

(b)
Amounts are net of tax of $176 and $197 as of September 30, 2013 and January 1, 2013, respectively.

(c)
See table below for details about these reclassifications.


		Three months			Nine months
		ended			ended
		September 30, 2014			September 30, 2014
Details about Accumulated Other		Amounts reclassified			Amounts reclassified			Affected line item
Comprehensive Loss Components:		from accumulated other			from accumulated other			in the statement where
		comprehensive loss			comprehensive loss			net income is presented
Amortization of pension and other postretirement benefits:
Prior service credit		$	(2	)	$	(7	)	(a)(b)
Actuarial loss			13			40		(a)(b)(c)
Settlement loss			10			11		(a)(b)


			21			44		Total before tax
			(5	)		(11	)	Income tax expense


Total reclassifications for the period		$	16		$	33		Net of tax









		Three months			Nine months
		ended			ended
		September 30, 2013			September 30, 2013
Details about Accumulated Other		Amounts reclassified			Amounts reclassified			Affected line item
Comprehensive Loss Components:		from accumulated other			from accumulated other			in the statement where
		comprehensive loss			comprehensive loss			net income is presented
Amortization of pension and other postretirement benefits:
Prior service credit		$	(2	)	$	(6	)	(a)(b)
Actuarial loss			20			61		(a)(b)(c)
Settlement loss			6			6		(a)(b)


			24			61		Total before tax
			(6	)		(15	)	Income tax expense


Total reclassifications for the period		$	18		$	46		Net of tax






(a)
Amounts in parentheses indicate credits on our condensed consolidated statements of operations (unaudited).

(b)
These accumulated other comprehensive loss components are included in the computation of net periodic pension costs. See "Note 10. Employee Benefit Plans."

(c)
Amounts contain $1 million of actuarial losses related to discontinued operations for both of the three months ended September 30, 2014 and 2013, and $3 million and $5 million for the nine months ended September 30, 2014 and 2013, respectively.

Huntsman International


		Foreign			Pension and other			Other			Other, net			Total			Amounts			Amounts
		currency			postretirement			comprehensive									attributable to			attributable to
		translation			benefits adjustments,			income (loss) of									noncontrolling			Huntsman
		adjustment(a)			net of tax(b)			unconsolidated									interests			International
								affiliates
Beginning balance, January 1, 2014		$	243		$	(883	)	$	12		$	2		$	(626	)	$	8		$	(618	)


Other comprehensive (loss) income before reclassifications			(108	)		—			—			2			(106	)		7			(99	)
Amounts reclassified from accumulated other comprehensive loss(c)			—			38			—			—			38			—			38


Net current-period other comprehensive (loss) income			(108	)		38			—			2			(68	)		7			(61	)


Ending balance, September 30, 2014		$	135		$	(845	)	$	12		$	4		$	(694	)	$	15		$	(679	)






(a)
Amounts are net of tax of $19 and nil as of September 30, 2014 and January 1, 2014, respectively.

(b)
Amounts are net of tax of $101 and $113 as of September 30, 2014 and January 1, 2014, respectively.

(c)
See table below for details about these reclassifications.


		Foreign			Pension and other			Other			Other, net			Total			Amounts			Amounts
		currency			postretirement			comprehensive									attributable to			attributable to
		translation			benefits adjustments,			income of									noncontrolling			Huntsman
		adjustment(a)			net of tax(b)			unconsolidated									interests			International
								affiliates
Beginning balance, January 1, 2013		$	268		$	(1,076	)	$	7		$	(3	)	$	(804	)	$	13		$	(791	)


Other comprehensive (loss) income before reclassifications			(44	)		22			2			3			(17	)		1			(16	)
Amounts reclassified from accumulated other comprehensive loss(c)			—			49			—			—			49			—			49


Net current-period other comprehensive (loss) income			(44	)		71			2			3			32			1			33


Ending balance, September 30, 2013		$	224		$	(1,005	)	$	9		$	—		$	(772	)	$	14		$	(758	)






(a)
Amounts are net of tax of $5 and $7 as of September 30, 2013 and January 1, 2013, respectively.

(b)
Amounts are net of tax of $206 and $228 as of September 30, 2013 and January 1, 2013, respectively.

(c)
See table below for details about these reclassifications.


		Three months			Nine months
		ended			ended
		September 30, 2014			September 30, 2014
Details about Accumulated Other		Amounts reclassified			Amounts reclassified			Affected line item
Comprehensive Loss Components:		from accumulated other			from accumulated other			in the statement where
		comprehensive loss			comprehensive loss			net income is presented
Amortization of pension and other postretirement benefits:
Prior service credit		$	(2	)	$	(7	)	(a)(b)
Actuarial loss			15			46		(a)(b)(c)
Settlement loss			10			11		(a)(b)


			23			50		Total before tax
			(5	)		(12	)	Income tax expense


Total reclassifications for the period		$	18		$	38		Net of tax









		Three months			Nine months
		ended			ended
		September 30, 2013			September 30, 2013
Details about Accumulated Other		Amounts reclassified			Amounts reclassified			Affected line item
Comprehensive Loss Components:		from accumulated other			from accumulated other			in the statement where
		comprehensive loss			comprehensive loss			net income is presented
Amortization of pension and other postretirement benefits:
Prior service credit		$	(2	)	$	(6	)	(a)(b)
Actuarial loss			23			66		(a)(b)(c)
Settlement loss			6			6		(a)(b)


			27			66		Total before tax
			(8	)		(17	)	Income tax expense


Total reclassifications for the period		$	19		$	49		Net of tax






(a)
Amounts in parentheses indicate credits on our condensed consolidated statements of operations (unaudited).

(b)
These accumulated other comprehensive loss components are included in the computation of net periodic pension costs. See "Note 10. Employee Benefit Plans."

(c)
Amounts contain approximately $1 million of actuarial losses related to discontinued operations for both of the three months ended September 30, 2014 and 2013, and $3 million and $5 million for the nine months ended September 30, 2014 and 2013, respectively.

COMMITMENTS_AND_CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Sep. 30, 2014
COMMITMENTS AND CONTINGENCIES	'
COMMITMENTS AND CONTINGENCIES	'

	13. COMMITMENTS AND CONTINGENCIES

	LEGAL MATTERS

	Asbestos Litigation

	We have been named as a "premises defendant" in a number of asbestos exposure cases, typically claims by nonemployees of exposure to asbestos while at a facility. These complaints generally do not provide specific information about the amount of damages being sought, the time period in which the alleged injuries occurred or the alleged exposures giving rise to the asserted liability. This information, which would be central to any estimate of probable loss, generally must be obtained through legal discovery.

	Where a claimant's alleged exposure occurred prior to our ownership of the relevant "premises," the prior owners generally have contractually agreed to retain liability for, and to indemnify us against, asbestos exposure claims. This indemnification is not subject to any time or dollar amount limitations. Upon service of a complaint in one of these cases, we tender it to the prior owner. The prior owner accepts responsibility for the conduct of the defense of the cases and payment of any amounts due to the claimants. In our twenty-year experience with tendering these cases, we have not made any payment with respect to any tendered asbestos cases. We believe that the prior owners have the intention and ability to continue to honor their indemnity obligations, although we cannot assure you that they will continue to do so or that we will not be liable for these cases if they do not.

	The following table presents for the periods indicated certain information about cases for which service has been received that we have tendered to the indemnifying party, all of which have been accepted by the indemnifying party.


		Nine months
		ended
		September 30,
		2014		2013
	Unresolved at beginning of period		1,073		1,080
	Tendered during period		4		6
	Resolved during period(1)		1		13
	Unresolved at end of period		1,076		1,073


	-1
	Although the indemnifying party informs us when tendered cases have been resolved, it generally does not inform us of the settlement amounts relating to such cases, if any. The indemnifying party has informed us that it typically manages our defense together with the defense of other entities in such cases and resolves claims involving multiple defendants simultaneously, and that it considers the allocation of settlement amounts, if any, among defendants to be confidential and proprietary. Consequently, we are not able to provide the number of cases resolved with payment by the indemnifying party or the amount of such payments.

	We have never made any payments with respect to these cases. As of September 30, 2014, we had an accrued liability of approximately $10 million relating to these cases and a corresponding receivable of approximately $10 million relating to our indemnity protection with respect to these cases. We cannot assure you that our liability will not exceed our accruals or that our liability associated with these cases would not be material to our financial condition, results of operations or liquidity. We are not able to estimate the amount or range of loss in excess of our accruals. Additional asbestos exposure claims may be made against us in the future, and such claims could be material. However, because we are not able to estimate the amount or range of losses associated with such claims, we have made no accruals with respect to unasserted asbestos exposure claims as of September 30, 2014.

	Certain cases in which we are a premises defendant are not subject to indemnification by prior owners or operators. However, we may be entitled to insurance or other recoveries in some of these cases. The following table presents for the periods indicated certain information about these cases. Cases include all cases for which service has been received by us. Certain prior cases that were filed in error against us have been dismissed.


		Nine months
		ended
		September 30,
		2014		2013
	Unresolved at beginning of period		48		50
	Filed during period		5		2
	Resolved during period		5		2
	Unresolved at end of period		48		50

	We paid gross settlement costs for asbestos exposure cases that are not subject to indemnification of $531,000 and $48,000 for the nine months ended September 30, 2014 and 2013, respectively. As of September 30, 2014, we had an accrual of $228,000 relating to these cases. We cannot assure you that our liability will not exceed our accruals or that our liability associated with these cases would not be material to our financial condition, results of operations or liquidity. We are not able to estimate the amount or range of loss in excess of our accruals. Additional asbestos exposure claims may be made against us in the future, and such claims could be material. However, because we are not able to estimate the amount or range of losses associated with such claims, we have made no accruals with respect to unasserted asbestos exposure claims as of September 30, 2014.

	Antitrust Matters

	We have been named as a defendant in consolidated class action civil antitrust suits filed on February 9 and 12, 2010 in the U.S. District Court for the District of Maryland alleging that we and our co-defendants and other asserted co-conspirators conspired to fix prices of titanium dioxide sold in the U.S. between at least March 1, 2002 and the present. The other defendants named in this matter are DuPont, Kronos and Cristal (formerly Millennium). On August 28, 2012, the court certified a class consisting of all U.S. customers who purchased titanium dioxide directly from the defendants (the "Direct Purchasers") since February 1, 2003. We and all other defendants settled the Direct Purchasers litigation and the court approved the settlement on December 13, 2013. We have paid the settlement in an amount immaterial to our condensed consolidated financial statements (unaudited).

	On November 22, 2013, we were named as a defendant in a civil antitrust suit filed in the U.S. District Court for the District of Minnesota brought by a Direct Purchaser who opted out of the Direct Purchasers class litigation (the "Opt Out Litigation"). On April 21, 2014, the court severed the claims against us from the other defendants and ordered our case transferred to the U.S. District Court for the Southern District of Texas. Trial is scheduled for February 22, 2016. It is possible that additional claims will be filed by other Direct Purchasers who opted out of the class litigation.

	We were also named as a defendant in a class action civil antitrust suit filed on March 15, 2013 in the U.S. District Court for the Northern District of California by the purchasers of products made from titanium dioxide (the "Indirect Purchasers") making essentially the same allegations as the Direct Purchasers. On October 14, 2014, Plaintiffs filed their Second Amended Class Action Complaint narrowing the class of plaintiffs to merchants and consumers of architectural coatings containing titanium dioxide. Plaintiffs have raised state antitrust claims under the laws of 16 states, consumer protection claims under the laws of 10 states, as well as unjust enrichment claims under the laws of 20 states. The Opt-Out Litigation and Indirect Purchasers plaintiffs seek to recover injunctive relief, treble damages or the maximum damages allowed by state law, costs of suit and attorneys' fees. We are not aware of any illegal conduct by us or any of our employees. Nevertheless, we have incurred costs relating to these claims and could incur additional costs in amounts which in the aggregate could be material to us. Because of the overall complexity of these cases, we are unable to reasonably estimate any possible loss or range of loss associated with these claims and we have made no accruals with respect to these claims.

	Product Delivery Claim

	We have been notified by a customer of potential claims related to our allegedly delivering a different product than it had ordered. Our customer claims that it was unaware that the different product had been delivered until after it had been used to manufacture materials which were subsequently sold. Originally, the customer stated that it had been notified of claims of up to an aggregate of €153 million (approximately $202 million) relating to this matter and believed that we may be responsible for all or a portion of these potential claims. Our customer has since resolved some of these claims and the aggregate amount of the current claims is now approximately €113 million (approximately $149 million). Based on the facts currently available to us, we believe that we are insured for any liability we may ultimately have in excess of $10 million. However, no assurance can be given regarding our ultimate liability or costs. We believe our range of possible loss in this matter is between €0 and €113 million (approximately $149 million), and we have made no accrual with respect to this matter.

	Indemnification Matters

	On July 3, 2012, Deutsche Bank Securities Inc. and Credit Suisse Securities (USA) LLC, or the banks, demanded that we indemnify them for claims brought by certain MatlinPatterson entities that were formerly our stockholders ("MatlinPatterson") in litigation filed June 19, 2012 in the 9th District Court in Montgomery County, Texas (the "Texas Litigation"). The banks assert that they are entitled to indemnification pursuant to the Agreement of Compromise and Settlement between the banks and our Company, dated June 22, 2009, wherein the banks and our Company settled claims that we brought relating to the failed merger with Hexion. MatlinPatterson claims that the banks knowingly made materially false representations about the nature of the financing for the acquisition of our Company by Hexion and that they suffered substantial losses to their 19 million shares of our common stock as a result of the banks' misrepresentations. MatlinPatterson is asserting statutory fraud, common law fraud and aiding and abetting statutory fraud and are seeking actual damages, exemplary damages, costs and attorney's fees and pre-judgment and post-judgment interest. On December 21, 2012, the court dismissed the Texas Litigation, a decision which was affirmed by the Ninth Court of Appeals of Texas on May 15, 2014. A subsequent motion for rehearing by MatlinPatterson was denied by the same appellate court on June 12, 2014. A petition for discretionary review in the Texas Supreme Court was filed on July 28, 2014.

	On July 14, 2014, the banks demanded that we indemnify them for claims brought by certain former Company stockholders in litigation filed June 14, 2014 in the United States District Court for the Eastern District of Wisconsin (the "Wisconsin Litigation"). The stockholders have made essentially the same allegations as MatlinPatterson made in the Texas Litigation and, additionally, have named Apollo Global Management LLC and Apollo Management Holdings, L.P. as defendants. The plaintiffs in the Wisconsin Litigation assert claims for misrepresentation and conspiracy to defraud. We denied the banks' indemnification demand for both the Texas Litigation and the Wisconsin Litigation.

	Other Proceedings

We are a party to various other proceedings instituted by private plaintiffs, governmental authorities and others arising under provisions of applicable laws, including various environmental, products liability and other laws. Except as otherwise disclosed in this report, we do not believe that the outcome of any of these matters will have a material effect on our financial condition, results of operations or liquidity.

ENVIRONMENTAL_HEALTH_AND_SAFET

ENVIRONMENTAL, HEALTH AND SAFETY MATTERS	9 Months Ended
ENVIRONMENTAL, HEALTH AND SAFETY MATTERS	Sep. 30, 2014
ENVIRONMENTAL, HEALTH AND SAFETY MATTERS	'
ENVIRONMENTAL, HEALTH AND SAFETY MATTERS	'

	14. ENVIRONMENTAL, HEALTH AND SAFETY MATTERS

	GENERAL

	We are subject to extensive federal, state, local and international laws, regulations, rules and ordinances relating to operational and process safety, pollution, protection of the environment, product management and distribution, and the generation, storage, handling, transportation, treatment, disposal and remediation of hazardous substances and waste materials. In the ordinary course of business, we are subject to frequent environmental inspections and monitoring and occasional investigations by governmental enforcement authorities. In addition, our production facilities require operating permits that are subject to renewal, modification and, in certain circumstances, revocation. Actual or alleged violations of safety laws, environmental laws or permit requirements could result in restrictions or prohibitions on plant operations or product distribution, substantial civil or criminal sanctions, as well as, under some environmental laws, the assessment of strict liability and/or joint and several liability. Moreover, changes in environmental regulations could inhibit or interrupt our operations, or require us to modify our facilities or operations. Accordingly, environmental or regulatory matters may cause us to incur significant unanticipated losses, costs or liabilities.

	ENVIRONMENTAL, HEALTH AND SAFETY SYSTEMS

	We are committed to achieving and maintaining compliance with all applicable environmental, health and safety ("EHS") legal requirements, and we have developed policies and management systems that are intended to identify the multitude of EHS legal requirements applicable to our operations, enhance compliance with applicable legal requirements, improve the safety of our employees, contractors, community neighbors and customers and minimize the production and emission of wastes and other pollutants. Although EHS legal requirements are constantly changing and are frequently difficult to comply with, these EHS management systems are designed to assist us in our compliance goals while also fostering efficiency and improvement and reducing overall risk to us.

	EHS CAPITAL EXPENDITURES

	We may incur future costs for capital improvements and general compliance under EHS laws, including costs to acquire, maintain and repair pollution control equipment. For the nine months ended September 30, 2014 and 2013, our capital expenditures for EHS matters totaled $70 million and $53 million, respectively. Because capital expenditures for these matters are subject to evolving regulatory requirements and depend, in part, on the timing, promulgation and enforcement of specific requirements, our capital expenditures for EHS matters have varied significantly from year to year and we cannot provide assurance that our recent expenditures are indicative of future amounts we may spend related to EHS and other applicable laws.

	REMEDIATION LIABILITIES

	We have incurred, and we may in the future incur, liability to investigate and clean up waste or contamination at our current or former facilities or facilities operated by third parties at which we may have disposed of waste or other materials. Similarly, we may incur costs for the cleanup of waste that was disposed of prior to the purchase of our businesses. Under some circumstances, the scope of our liability may extend to damages to natural resources.

	Under the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA") and similar state laws, a current or former owner or operator of real property in the U.S. may be liable for remediation costs regardless of whether the release or disposal of hazardous substances was in compliance with law at the time it occurred, and a current owner or operator may be liable regardless of whether it owned or operated the facility at the time of the release. Outside the U.S., analogous contaminated property laws, such as those in effect in France and Australia, can hold past owners and/or operators liable for remediation at former facilities. Currently, there are approximately 10 former facilities or third-party sites in the U.S. for which we have been notified of potential claims against us for cleanup liabilities, including, but not limited to, sites listed under CERCLA. Based on current information and past experiences at other CERCLA sites, we do not expect these third-party claims to have a material impact on our condensed consolidated financial statements (unaudited).

	One of these sites, the North Maybe Canyon Mine site, involves a former phosphorous mine near Soda Springs, Idaho, which is believed to have been operated by several companies, including a predecessor company to us. In 2004, the U.S. Forest Service notified us that we are a CERCLA potentially responsible party ("PRP") for contamination originating from the site. In February 2010, we and Wells Cargo (another PRP) agreed to conduct a Remedial Investigation/Feasibility Study of a portion of the site and are currently engaged in that process. At this time, we are unable to reasonably estimate our potential liabilities at this site.

	Another of these sites, the Star Lake Canal site in Port Neches, TX, involves a discharge point for manufacturing facilities owned by us and several other local chemical manufacturers. The U.S. Environmental Protection Agency (the "EPA") issued a draft Consent Decree related to cleanup at this site to us and a prior owner in September 2014. The prior owner has an indemnification obligation and has accepted defense of this matter. As of September 30, 2014, we had an accrued liability of approximately $18 million relating to this matter and a corresponding receivable of approximately $18 million relating to our indemnity protection.

	In addition, under the Resource Conservation and Recovery Act ("RCRA") in the U.S. and similar state laws, we may be required to remediate contamination originating from our properties as a condition to our hazardous waste permit. Some of our manufacturing sites have an extended history of industrial chemical manufacturing and use, including on- site waste disposal. We are aware of soil, groundwater or surface contamination from past operations at some of our sites, and we may find contamination at other sites in the future. For example, our Port Neches, Texas, and Geismar, Louisiana, facilities are the subject of ongoing remediation requirements imposed under RCRA. Similar laws exist in a number of locations in which we currently operate, or previously operated, manufacturing facilities, such as Australia, India, France, Hungary and Italy.

	By letter dated March 7, 2006, our former Base Chemicals and Polymers facility in West Footscray, Australia was issued a cleanup notice by the Environmental Protection Authority Victoria ("EPA Victoria") due to concerns about soil and groundwater contamination emanating from the site. On August 23, 2010, EPA Victoria revoked a second cleanup notice and issued a revised notice that included a requirement for financial assurance for the remediation. As of September 30, 2014, we had an accrued liability of approximately $21 million related to estimated environmental remediation costs at this site. We can provide no assurance that the authority will not seek to institute additional requirements for the site or that additional costs will not be required for the cleanup.

	In many cases, our potential liability arising from historical contamination is based on operations and other events occurring prior to our ownership of a business or specific facility. In these situations, we frequently obtained an indemnity agreement from the prior owner addressing remediation liabilities arising from pre-closing conditions. We have successfully exercised our rights under these contractual covenants for a number of sites and, where applicable, mitigated our ultimate remediation liability. We cannot assure you, however, that the liabilities for all such matters subject to indemnity will be honored by the prior owner or that our existing indemnities will be sufficient to cover our liabilities for such matters.

	Based on available information and the indemnification rights we believe are likely to be available, we believe that the costs to investigate and remediate known contamination will not have a material effect on our financial statements. However, if such indemnities are not honored or do not fully cover the costs of investigation and remediation or we are required to contribute to such costs, then such expenditures may have a material effect on our financial statements. At the current time, we are unable to estimate the total cost, exclusive of indemnification benefits, to remediate any of the known contamination sites.

	ENVIRONMENTAL RESERVES

	We have accrued liabilities relating to anticipated environmental cleanup obligations, site reclamation and closure costs and known penalties. Liabilities are recorded when potential liabilities are either known or considered probable and can be reasonably estimated. Our liability estimates are calculated using present value techniques as appropriate and are based upon requirements placed upon us by regulators, available facts, existing technology and past experience. The environmental liabilities do not include amounts recorded as asset retirement obligations. We had accrued $44 million and $27 million for environmental liabilities as of September 30, 2014 and December 31, 2013, respectively. Of these amounts, $4 million and $5 million were classified as accrued liabilities in our consolidated balance sheets as of September 30, 2014 and December 31, 2013, and $40 million and $22 million were classified as other noncurrent liabilities in our consolidated balance sheets as of September 30, 2014 and December 31, 2013, respectively. In certain cases, our remediation liabilities may be payable over periods of up to 30 years. We may incur losses for environmental remediation in excess of the amounts accrued; however, we are not able to estimate the amount or range of such potential excess.

	REGULATORY DEVELOPMENTS

	The European Union regulatory framework for chemicals, called "REACH," became effective in 2007 and is designed to be phased in gradually over 11 years. As a REACH-regulated company that manufactures in or imports more than one metric ton per year of a chemical substance into the European Economic Area, we were required to pre-register with the European Chemicals Agency such chemical substances and isolated intermediates to take advantage of the 11 year phase-in period. To meet our compliance obligations, a cross-business REACH team was established, through which we were able to fulfill all required pre-registrations, our first phase registrations by the November 30, 2010 deadline and our second phase registrations by the May 31, 2013 deadline. While we continue our registration efforts to meet the next registration deadline of May 31, 2018, our REACH implementation team is now strategically focused on the evaluation and authorization phases of the REACH process, directing its efforts to address "Substances of Very High Concern" and evaluating potential business implications. Where warranted, evaluation of substitute chemicals will be an important element of our ongoing manufacturing sustainability efforts. As a chemical manufacturer with global operations, we are also actively monitoring and addressing analogous regulatory regimes being considered or implemented outside of the European Union, such as in Korea and Taiwan.

	Although the total long-term cost for REACH compliance is unknown at this time, we spent approximately $4 million, $8 million and $5 million in 2013, 2012 and 2011, respectively, to meet the initial REACH requirements. We cannot provide assurance that these recent expenditures are indicative of future amounts that we may be required to spend for REACH compliance.

	GREENHOUSE GAS REGULATION

	Globally, our operations are increasingly subject to regulations that seek to reduce emissions of "greenhouse gases" ("GHGs"), such as carbon dioxide and methane, which may be contributing to changes in the earth's climate. At the Durban negotiations of the Conference of the Parties to the Kyoto Protocol in 2012, a limited group of nations, including the European Union, agreed to a second commitment period for the Kyoto Protocol, an international treaty that provides for reductions in GHG emissions. More significantly, the European Union GHG Emissions Trading System, established pursuant to the Kyoto Protocol to reduce GHG emissions in the European Union, continues in its third phase. The European Union parliament continues with a process to formalized "backloading"—the withholding of GHG allowances to prop up carbon prices. In addition, the European Union has recently announced its intentions to cut GHG emissions to 40% below 1990 levels by 2040 and impose a 27% renewable energy requirement at the European Union level. In the U.S., California has commenced the first compliance period of its cap-and-trade program. In June 2013, China implemented its first pilot carbon emissions exchange in Shenzhen, China. Pilot carbon emissions schemes have also begun in Beijing, Shanghai, Guangdong, and Tianjin. Further expansion of China's regional cap-and-trade is planned, and ultimately it is expected that these regional systems will form the backbone of a national cap-and-trade program. As these programs have not been fully implemented and have experienced significant price volatility on low early trading volumes, we are unable at this time to determine their impact on our operations.

	Federal climate change legislation in the U.S. appears unlikely in the near-term. As a result, domestic efforts to curb GHG emissions will continue to be led by the EPA's GHG regulations and the efforts of states. To the extent that our domestic operations are subject to the EPA's GHG regulations, we may face increased capital and operating costs associated with new or expanded facilities. Significant expansions of our existing facilities or construction of new facilities may be subject to the Clean Air Act's (the "CAA") Prevention of Significant Deterioration requirements under the EPA's GHG "Tailoring Rule." Some of our facilities are also subject to the EPA's Mandatory Reporting of Greenhouse Gases rule, and any further regulation may increase our operational costs.

	Under a consent decree with states and environmental groups, the EPA is due to propose new source performance standards for GHG emissions from refineries. These standards could significantly increase the costs of constructing or adding capacity to refineries and may ultimately increase the costs or decrease the supply of refined products. Either of these events could have an adverse effect on our business.

	We are already managing and reporting GHG emissions, to varying degrees, as required by law for our sites in locations subject to Kyoto Protocol obligations and/or European Union emissions trading scheme requirements. Although these sites are subject to existing GHG legislation, few have experienced or anticipate significant cost increases as a result of these programs, although it is possible that GHG emission restrictions may increase over time. Potential consequences of such restrictions include capital requirements to modify assets to meet GHG emission restrictions and/or increases in energy costs above the level of general inflation, as well as direct compliance costs. Currently, however, it is not possible to estimate the likely financial impact of potential future regulation on any of our sites.

	Finally, it should be noted that some scientists have concluded that increasing concentrations of GHGs in the earth's atmosphere may produce climate changes that have significant physical effects, such as increased frequency and severity of storms, droughts, and floods and other climatic events. If any of those effects were to occur, they could have an adverse effect on our assets and operations.

	PORT NECHES FLARING MATTER

	As part of the EPA's national enforcement initiative on flaring operations and by letter dated October 12, 2012, the U.S. Department of Justice (the "DOJ") notified us that we were in violation of the CAA based on our response to a 2010 CAA Section 114 Information Request. The EPA has used the enforcement initiative to bring similar actions against refiners and other chemical manufacturers. Specifically, the EPA alleged violations at our Port Neches, Texas facility from 2007-2012 for flare operations not consistent with good pollution control practice and not in compliance with certain flare-related regulations. As a result of these findings, the EPA referred this matter to the DOJ. We provided a formal response to the DOJ and the EPA with a supplemental data submission on April 29, 2013. We have been engaged in discussions with the DOJ and the EPA regarding these alleged violations. We are currently unable to determine the likelihood or magnitude of potential penalty or injunctive relief that may be incurred in resolving this matter.

STOCKBASED_COMPENSATION_PLANS

STOCK-BASED COMPENSATION PLANS	9 Months Ended
STOCK-BASED COMPENSATION PLANS	Sep. 30, 2014
STOCK-BASED COMPENSATION PLANS	'
STOCK-BASED COMPENSATION PLANS	'

	15. STOCK-BASED COMPENSATION PLANS

	Under the Huntsman Corporation Stock Incentive Plan, as amended and restated (the "Stock Incentive Plan"), a plan approved by stockholders, we may grant nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock, phantom stock, performance awards and other stock-based awards to our employees, directors and consultants and to employees and consultants of our subsidiaries, provided that incentive stock options may be granted solely to employees. The terms of the grants are fixed at the grant date. As of September 30, 2014, we were authorized to grant up to 37.2 million shares under the Stock Incentive Plan. As of September 30, 2014, we had 9 million shares remaining under the Stock Incentive Plan available for grant. Option awards have a maximum contractual term of 10 years and generally must have an exercise price at least equal to the market price of our common stock on the date the option award is granted. Stock-based awards generally vest over a three-year period.

	The compensation cost from continuing operations under the Stock Incentive Plan for our Company and Huntsman International were as follows (dollars in millions):


			Three months						Nine months
			ended						ended
			September 30,						September 30,
			2014			2013			2014			2013
	Huntsman Corporation compensation cost		$	6		$	7		$	22		$	21
	Huntsman International compensation cost			6			7			21			20

	The total income tax benefit recognized in the statements of operations for us and Huntsman International for stock-based compensation arrangements was $4 million for each of the nine months ended September 30, 2014 and 2013.

	STOCK OPTIONS

	The fair value of each stock option award is estimated on the date of grant using the Black-Scholes valuation model that uses the assumptions noted in the following table. Expected volatilities are based on the historical volatility of our common stock through the grant date. The expected term of options granted was estimated based on the contractual term of the instruments and employees' expected exercise and post-vesting employment termination behavior. The risk-free rate for periods within the contractual life of the option was based on the U.S. Treasury yield curve in effect at the time of grant. The assumptions noted below represent the weighted average of the assumptions utilized for stock options granted during the periods.


			Three months					Nine months
			ended					ended
			September 30,					September 30,
			2014		2013			2014			2013
	Dividend yield		N/A			2.9	%		2.4	%		2.8	%
	Expected volatility		N/A			60.9	%		60.3	%		62.5	%
	Risk-free interest rate		N/A			1.8	%		1.7	%		1	%
	Expected life of stock options granted during the period		N/A			5.6 years			5.7 years			5.6 years

	During the three months ended September 30, 2014, no stock options were granted.

	A summary of stock option activity under the Stock Incentive Plan as of September 30, 2014 and changes during the nine months then ended is presented below:


	Option Awards		Shares			Weighted			Weighted			Aggregate
						Average			Average			Intrinsic
						Exercise			Remaining			Value
						Price			Contractual
									Term
			(in thousands)						(years)			(in millions)
	Outstanding at January 1, 2014			10,019		$	15.39
	Granted			1,116			21.22
	Exercised			(1,648	)		19.22
	Forfeited			(49	)		17.64


	Outstanding at September 30, 2014			9,438			15.39			5.1		$	100




	Exercisable at September 30, 2014			7,103			14.33			4			83





	The weighted-average grant-date fair value of stock options granted during the nine months ended September 30, 2014 was $9.63 per option. As of September 30, 2014, there was $14 million of total unrecognized compensation cost related to nonvested stock option arrangements granted under the Stock Incentive Plan. That cost is expected to be recognized over a weighted-average period of approximately 1.9 years.

	The total intrinsic value of stock options exercised during the nine months ended September 30, 2014 and 2013 was $12 million each.

NONVESTED SHARES

Nonvested shares granted under the Stock Incentive Plan consist of restricted stock, which is accounted for as an equity award, and phantom stock, which is accounted for as a liability award because it can be settled in either stock or cash. A summary of the status of our nonvested shares as of September 30, 2014 and changes during the nine months then ended is presented below:


		Equity Awards						Liability Awards
		Shares			Weighted			Shares			Weighted
					Average						Average
					Grant-Date						Grant-Date
					Fair Value						Fair Value
		(in thousands)						(in thousands)
Nonvested at January 1, 2014			1,830		$	15.31			574		$	16.03
Granted			730			21.22			237			21.22
Vested			(723	)(1)		16.08			(284	)		15.98
Forfeited			(17	)		18.27			(24	)		16.59


Nonvested at September 30, 2014			1,820			17.35			503			18.48






-1
As of September 30, 2014, a total of 388,299 restricted stock units were vested but not yet issued, of which 44,534 vested during the nine months ended September 30, 2014. These shares have not been reflected as vested shares in this table because, in accordance with the restricted stock unit agreements, shares of common stock are not issued for vested restricted stock units until termination of employment.

As of September 30, 2014, there was $27 million of total unrecognized compensation cost related to nonvested share compensation arrangements granted under the Stock Incentive Plan. That cost is expected to be recognized over a weighted-average period of approximately 1.9 years. The value of share awards that vested during the nine months ended September 30, 2014 and 2013 was $19 million and $18 million, respectively.

INCOME_TAXES

INCOME TAXES	9 Months Ended
INCOME TAXES	Sep. 30, 2014
INCOME TAXES	'
INCOME TAXES	'

	16. INCOME TAXES

	We use the asset and liability method of accounting for income taxes. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial and tax reporting purposes. We evaluate deferred tax assets to determine whether it is more likely than not that they will be realized. Valuation allowances are reviewed on an individual tax jurisdiction basis to analyze whether there is sufficient positive or negative evidence to support a change in judgment about the realizability of the related deferred tax assets. These conclusions require significant judgment. In evaluating the objective evidence that historical results provide, we consider the cyclicality of businesses and cumulative income or losses during the applicable period. Cumulative losses incurred over the applicable period limits our ability to consider other subjective evidence such as our projections for the future. Changes in expected future income in applicable jurisdictions could affect the realization of deferred tax assets in those jurisdictions. During the nine months ended September 30, 2014 and 2013, on a discrete basis, we released a valuation allowance of $8 million and $7 million, respectively, on certain net deferred tax assets in Luxembourg as a result of significant changes in estimated future taxable income resulting from increased intercompany receivables and, therefore, increased interest income in Luxembourg, our primary treasury center outside of the U.S. During the nine months ended September 30, 2014 we released a valuation allowance of $1 million on certain net deferred tax assets in Italy as a result of the restructuring of our European Performance Products business which caused our tax expense to be $7 million lower than it would have been because we are also able to record a tax benefit for losses incurred during the nine months ended September 30, 2014.

	During the nine months ended September 30, 2014, after extensive analysis, we filed amended U.S. tax returns for tax years 2008 through 2012, along with our original U.S. tax return for tax year 2013, which allowed us to utilize substantially all of our U.S. foreign tax credits. As a result of utilizing these assets which had been subject to a valuation allowance, we recognized a discrete income tax benefit of $94 million in the third quarter of 2014.

	During the nine months ended September 30, 2014 and 2013, for unrecognized tax benefits that impact tax expense, we recorded a net increase in unrecognized tax benefits with a corresponding income tax expense of $4 million for each period. Additional decreases in unrecognized tax benefits were offset by cash settlements or decrease in net deferred tax assets and, therefore, did not affect income tax expense.

	Huntsman Corporation

	We recorded income tax expense of $39 million and $105 million for the nine months ended September 30, 2014 and 2013, respectively. Absent the $94 million benefit of U.S. foreign tax credits, our income tax expense would have been $133 million for the nine months ended September 30, 2014. Our tax expense is significantly affected by the mix of income and losses in the tax jurisdictions in which we operate, as impacted by the presence of valuation allowances in certain tax jurisdictions. Notably we continue to earn a significant portion of our pre-tax income in the United States with an approximate 35% federal and state blended effective tax rate.

	Huntsman International

	Huntsman International recorded income tax expense of $29 million and $106 million for the nine months ended September 30, 2014 and 2013, respectively. Absent the $105 million benefit of U.S. foreign tax credits, Huntsman International's income tax expense would have been $134 million for the nine months ended September 30, 2014. Our tax expense is significantly affected by the mix of income and losses in the tax jurisdictions in which we operate, as impacted by the presence of valuation allowances in certain tax jurisdictions. Notably we continue to earn a significant portion of our pre-tax income in the United States with an approximate 35% federal and state blended effective tax rate.

NET_INCOME_PER_SHARE

NET INCOME PER SHARE	9 Months Ended
NET INCOME PER SHARE	Sep. 30, 2014
NET INCOME PER SHARE	'
NET INCOME PER SHARE	'

	17. NET INCOME PER SHARE

	Basic income per share excludes dilution and is computed by dividing net income attributable to Huntsman Corporation common stockholders by the weighted average number of shares outstanding during the period. Diluted income per share reflects all potential dilutive common shares outstanding during the period and is computed by dividing net income available to Huntsman Corporation common stockholders by the weighted average number of shares outstanding during the period increased by the number of additional shares that would have been outstanding as dilutive securities.

	Basic and diluted income per share is determined using the following information (in millions):


		Three months				Nine months
		ended				ended
		September 30,				September 30,
		2014		2013		2014		2013
	Numerator:
	Basic and diluted income from continuing operations:
	Income from continuing operations attributable to Huntsman Corporation	$	188	$	66	$	368	$	91




	Basic and diluted net income:
	Net income attributable to Huntsman Corporation	$	188	$	64	$	361	$	87




	Shares (denominator):
	Weighted average shares outstanding		242.6		239.8		241.8		239.5
	Dilutive securities:
	Stock-based awards		4.1		2.7		3.9		2.6


	Total weighted average shares outstanding, including dilutive shares		246.7		242.5		245.7		242.1





	Additional stock-based awards of 1.1 million and 7.6 million weighted average equivalent shares of stock were outstanding during the three months ended September 30, 2014 and 2013, respectively, and additional stock-based awards of 1.0 million and 7.5 million weighted average equivalent shares of stock were outstanding during the nine months ended September 30, 2014 and 2013, respectively. However, these stock-based awards were not included in the computation of diluted earnings per share for the three and nine months ended September 30, 2014 and 2013 because the effect would be anti-dilutive.

OPERATING_SEGMENT_INFORMATION

OPERATING SEGMENT INFORMATION	9 Months Ended
OPERATING SEGMENT INFORMATION	Sep. 30, 2014
OPERATING SEGMENT INFORMATION	'
OPERATING SEGMENT INFORMATION	'

	18. OPERATING SEGMENT INFORMATION

	We derive our revenues, earnings and cash flows from the manufacture and sale of a wide variety of differentiated chemical products. We have reported our operations through five segments: Polyurethanes, Performance Products, Advanced Materials, Textile Effects and Pigments. We have organized our business and derived our operating segments around differences in product lines.

	The major products of each reportable operating segment are as follows:


	Segment		Products
	Polyurethanes		MDI, PO, polyols, PG, TPU, aniline and MTBE
	Performance Products		amines, surfactants, LAB, maleic anhydride, other performance chemicals, EG, olefins and technology licenses
	Advanced Materials		epoxy resin compounds and tooling materials; cross-linking, matting and curing agents; epoxy, acrylic and polyurethane-based adhesives and tooling resin materials
	Textile Effects		textile chemicals and dyes
	Pigments		titanium dioxide

	Sales between segments are generally recognized at external market prices and are eliminated in consolidation. We use EBITDA to measure the financial performance of our global business units and for reporting the results of our operating segments. This measure includes all operating items relating to the businesses. The EBITDA of operating segments excludes items that principally apply to our Company as a whole. The revenues and EBITDA for each of our reportable operating segments are as follows (dollars in millions):


			Three months						Nine months
			ended						ended
			September 30,						September 30,
			2014			2013			2014			2013
	Revenues:
	Polyurethanes		$	1,321		$	1,306		$	3,831		$	3,734
	Performance Products			762			779			2,360			2,278
	Advanced Materials			310			309			953			966
	Textile Effects			221			198			693			602
	Pigments			318			310			976			974
	Eliminations			(48	)		(60	)		(186	)		(180	)


	Total		$	2,884		$	2,842		$	8,627		$	8,374




	Huntsman Corporation:
	Segment EBITDA(1):
	Polyurethanes		$	162		$	203		$	506		$	533
	Performance Products			123			106			332			260
	Advanced Materials			51			33			142			60
	Textile Effects			3			(18	)		25			(54	)
	Pigments			6			27			31			55
	Corporate and other(2)			(52	)		(46	)		(146	)		(187	)


	Subtotal			293			305			890			667
	Discontinued Operations(3)			—			(2	)		(9	)		(3	)


	Total			293			303			881			664
	Interest expense			(49	)		(48	)		(148	)		(146	)
	Income tax benefit (expense)—continuing operations			40			(81	)		(39	)		(105	)
	Income tax benefit—discontinued operations			—			—			2			—
	Depreciation and amortization			(96	)		(110	)		(335	)		(326	)


	Net income attributable to Huntsman Corporation		$	188		$	64		$	361		$	87




	Huntsman International:
Segment EBITDA(1):
Polyurethanes		$	162		$	203		$	506		$	533
Performance Products			123			106			332			260
Advanced Materials			51			33			142			60
Textile Effects			3			(18	)		25			(54	)
Pigments			6			27			31			55
Corporate and other(2)			(53	)		(46	)		(148	)		(187	)


Subtotal			292			305			888			667
Discontinued Operations(3)			—			(2	)		(9	)		(3	)


Total			292			303			879			664
Interest expense			(52	)		(51	)		(155	)		(156	)
Income tax benefit (expense)—continuing operations			51			(80	)		(29	)		(106	)
Income tax benefit—discontinued operations			—			—			2			—
Depreciation and amortization			(93	)		(104	)		(322	)		(308	)


Net income attributable to Huntsman International		$	198		$	68		$	375		$	94






-1
Segment EBITDA is defined as net income attributable to Huntsman Corporation or Huntsman International, as appropriate, before interest, income tax, depreciation and amortization, and certain Corporate and other items.

-2
Corporate and other includes unallocated corporate overhead, unallocated foreign exchange gains and losses, LIFO inventory valuation reserve adjustments, loss on early extinguishment of debt, unallocated restructuring, impairment and plant closing costs, nonoperating income and expense, benzene sales and gains and losses on the disposition of corporate assets.

-3
The operating results of our former polymers, base chemicals and Australian styrenics businesses are classified as discontinued operations, and, accordingly, the revenues of these businesses are excluded for all periods presented. The EBITDA of our former polymers, base chemicals and Australian styrenics businesses are included in discontinued operations for all periods presented.

CONDENSED_CONSOLIDATING_FINANC

CONDENSED CONSOLIDATING FINANCIAL INFORMATION OF HUNTSMAN INTERNATIONAL LLC (UNAUDITED) (HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES)	9 Months Ended
	Sep. 30, 2014
HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES	'
Condensed consolidated financial information	'
CONDENSED CONSOLIDATING FINANCIAL INFORMATION OF HUNTSMAN INTERNATIONAL LLC (UNAUDITED)	'

	19. CONDENSED CONSOLIDATING FINANCIAL INFORMATION OF HUNTSMAN INTERNATIONAL LLC (UNAUDITED)

	The following condensed consolidating financial statements (unaudited) present, in separate columns, financial information for the following: Huntsman International (on a parent only basis), with its investment in subsidiaries recorded under the equity method; the Guarantors on a combined, and where appropriate, consolidated basis; and the nonguarantors on a combined, and where appropriate, consolidated basis. Additional columns present eliminating adjustments and consolidated totals as of September 30, 2014 and December 31, 2013 and for the three and nine months ended September 30, 2014 and 2013. There are no contractual restrictions limiting transfers of cash from the Guarantors to Huntsman International. Each of the Guarantors is 100% owned by Huntsman International and has fully and unconditionally guaranteed, subject to certain customary release provisions, Huntsman International's outstanding notes on a joint and several basis.

	HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
	CONDENSED CONSOLIDATING BALANCE SHEETS (UNAUDITED)
	AS OF SEPTEMBER 30, 2014
	(In Millions)


			Parent			Guarantors			Nonguarantors			Eliminations			Consolidated
			Company												Huntsman
															International
															LLC
	ASSETS
	Current assets:
	Cash and cash equivalents		$	159		$	—		$	321		$	—		$	480
	Restricted cash			—			—			10			—			10
	Accounts and notes receivable, net			41			125			1,467			6			1,639
	Accounts receivable from affiliates			1,856			4,494			148			(6,158	)		340
	Inventories			107			317			1,368			(4	)		1,788
	Prepaid expenses			46			16			61			(33	)		90
	Deferred income taxes			12			—			58			(18	)		52
	Other current assets			642			5			209			(568	)		288


	Total current assets			2,863			4,957			3,642			(6,775	)		4,687
	Property, plant and equipment, net			404			1,010			2,236			1			3,651
	Investment in unconsolidated affiliates			5,773			1,289			198			(6,968	)		292
	Intangible assets, net			35			1			36			—			72
	Goodwill			(16	)		82			60			—			126
	Deferred income taxes			316			—			212			(311	)		217
	Notes receivable from affiliates			23			613			—			(636	)		—
	Other noncurrent assets			102			197			207			(1	)		505


	Total assets		$	9,500		$	8,149		$	6,591		$	(14,690	)	$	9,550




	LIABILITIES AND EQUITY
	Current liabilities:
	Accounts payable		$	47		$	258		$	821		$	7		$	1,133
	Accounts payable to affiliates			3,351			739			2,127			(6,159	)		58
	Accrued liabilities			104			655			470			(602	)		627
	Deferred income taxes			—			57			8			(22	)		43
	Note payable to affiliate			100			—			—			—			100
	Current portion of debt			37			—			237			—			274


	Total current liabilities			3,639			1,709			3,663			(6,776	)		2,235
	Long-term debt			3,434			—			318			—			3,752
	Notes payable to affiliates			707			—			642			(636	)		713
	Deferred income taxes			26			214			(1	)		47			286
	Other noncurrent liabilities			124			141			567			—			832


	Total liabilities			7,930			2,064			5,189			(7,365	)		7,818
	Equity
	Huntsman International LLC members' equity
	Members' equity			3,159			4,348			2,408			(6,756	)		3,159
Accumulated (deficit) income			(910	)		389			(448	)		59			(910	)
Accumulated other comprehensive (loss) income			(679	)		1,348			(715	)		(633	)		(679	)


Total Huntsman			1,570			6,085			1,245			(7,330	)		1,570
International LLC members' equity			1,570			6,085			1,245			(7,330	)		1,570
Noncontrolling interests in subsidiaries			—			—			157			5			162


Total equity			1,570			6,085			1,402			(7,325	)		1,732


Total liabilities and equity		$	9,500		$	8,149		$	6,591		$	(14,690	)	$	9,550





HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEETS
AS OF DECEMBER 31, 2013
(In Millions)


		Parent			Guarantors			Nonguarantors			Eliminations			Consolidated
		Company												Huntsman
														International
														LLC
ASSETS
Current assets:
Cash and cash equivalents		$	308		$	—		$	207		$	—		$	515
Restricted cash			—			—			9			—			9
Accounts and notes receivable, net			28			130			1,384			—			1,542
Accounts receivable from affiliates			2,386			4,823			140			(7,024	)		325
Inventories			112			297			1,339			(7	)		1,741
Prepaid expenses			70			64			47			(120	)		61
Deferred income taxes			12			—			59			(18	)		53
Other current assets			379			4			199			(382	)		200


Total current assets			3,295			5,318			3,384			(7,551	)		4,446
Property, plant and equipment, net			390			954			2,414			1			3,759
Investment in unconsolidated affiliates			5,393			1,178			178			(6,464	)		285
Intangible assets, net			48			1			39			—			88
Goodwill			(17	)		82			66			—			131
Deferred income taxes			323			—			239			(319	)		243
Notes receivable from affiliates			22			658			1			(680	)		1
Other noncurrent assets			67			172			220			(1	)		458


Total assets		$	9,521		$	8,363		$	6,541		$	(15,014	)	$	9,411




LIABILITIES AND EQUITY
Current liabilities:
Accounts payable		$	50		$	267		$	750		$	—		$	1,067
Accounts payable to affiliates			3,655			1,476			1,946			(7,024	)		53
Accrued liabilities			138			517			590			(503	)		742
Deferred income taxes			—			57			8			(21	)		44
Note payable to affiliate			100			—			—			—			100
Current portion of debt			28			—			249			—			277


Total current liabilities			3,971			2,317			3,543			(7,548	)		2,283
Long-term debt			3,290			—			343			—			3,633
Notes payable to affiliates			772			—			687			(680	)		779
Deferred income taxes			25			200			39			39			303
Other noncurrent liabilities			137			140			661			—			938


Total liabilities			8,195			2,657			5,273			(8,189	)		7,936
Equity
Huntsman International LLC members' equity
Members' equity			3,138			4,354			2,215			(6,569	)		3,138
Accumulated (deficit) income			(1,194	)		66			(450	)		384			(1,194	)
Accumulated other comprehensive (loss) income			(618	)		1,286			(645	)		(641	)		(618	)


Total Huntsman			1,326			5,706			1,120			(6,826	)		1,326
International LLC members' equity			1,326			5,706			1,120			(6,826	)		1,326
Noncontrolling interests in subsidiaries			—			—			148			1			149


Total equity			1,326			5,706			1,268			(6,825	)		1,475


Total liabilities and equity		$	9,521		$	8,363		$	6,541		$	(15,014	)	$	9,411





HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE
INCOME (LOSS) (UNAUDITED)
THREE MONTHS ENDED SEPTEMBER 30, 2014
(In Millions)


		Parent			Guarantors			Nonguarantors			Eliminations			Consolidated
		Company												Huntsman
														International
														LLC
Revenues:
Trade sales, services and fees, net		$	336		$	772		$	1,711		$	—		$	2,819
Related party sales			66			123			341			(465	)		65


Total revenues			402			895			2,052			(465	)		2,884
Cost of goods sold			323			700			1,813			(468	)		2,368


Gross profit			79			195			239			3			516
Selling, general and administrative			43			32			151			—			226
Research and development			12			11			17			—			40
Other operating (income) expense			(3	)		1			9			—			7
Restructuring, impairment and plant closing costs			3			3			33			—			39


Operating income			24			148			29			3			204
Interest (expense) income			(49	)		9			(12	)		—			(52	)
Equity in income of investment in affiliates and subsidiaries			107			—			2			(107	)		2
Other income			—			—			—			(1	)		(1	)


Income from continuing operations before income taxes			82			157			19			(105	)		153
Income tax benefit (expense)			116			(54	)		(11	)		—			51


Income from continuing operations			198			103			8			(105	)		204
Loss from discontinued operations, net of tax			—			—			—			—			—


Net income			198			103			8			(105	)		204
Net income attributable to noncontrolling interests			—			—			(5	)		(1	)		(6	)


Net income attributable to Huntsman International LLC		$	198		$	103		$	3		$	(106	)	$	198




Net income		$	198		$	103		$	8		$	(105	)	$	204
Other comprehensive loss			(84	)		(91	)		(96	)		182			(89	)
Comprehensive income attributable to noncontrolling interests			—			—			(1	)		(1	)		(2	)


Comprehensive income (loss) attributable to Huntsman International LLC		$	114		$	12		$	(89	)	$	76		$	113





HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE
INCOME (UNAUDITED)
THREE MONTHS ENDED SEPTEMBER 30, 2013
(In Millions)


		Parent			Guarantors			Nonguarantors			Eliminations			Consolidated
		Company												Huntsman
														International
														LLC
Revenues:
Trade sales, services and fees, net		$	283		$	830		$	1,676		$	—		$	2,789
Related party sales			207			118			308			(580	)		53


Total revenues			490			948			1,984			(580	)		2,842
Cost of goods sold			415			723			1,771			(578	)		2,331


Gross profit			75			225			213			(2	)		511
Selling, general and administrative			37			38			161			—			236
Research and development			12			9			14			—			35
Other operating (income) expense			(8	)		(7	)		14			—			(1	)
Restructuring, impairment and plant closing costs			2			3			32			—			37


Operating income (loss)			32			182			(8	)		(2	)		204
Interest (expense) income			(45	)		11			(17	)		—			(51	)
Equity in (loss) income of investment in affiliates and subsidiaries			(3	)		(23	)		2			27			3
Other income			1			—			1			(2	)		—


(Loss) income from continuing operations before income taxes			(15	)		170			(22	)		23			156
Income tax benefit (expense)			83			(168	)		5			—			(80	)


Income (loss) from continuing operations			68			2			(17	)		23			76
Income (loss) from discontinued operations, net of tax			—			1			(3	)		—			(2	)


Net income (loss)			68			3			(20	)		23			74
Net income attributable to noncontrolling interests			—			—			(6	)		—			(6	)


Net income (loss) attributable to Huntsman International LLC		$	68		$	3		$	(26	)	$	23		$	68




Net income (loss)		$	68		$	3		$	(20	)	$	23		$	74
Other comprehensive income			72			288			52			(338	)		74
Comprehensive income attributable to noncontrolling interests			—			—			(8	)		—			(8	)


Comprehensive income attributable to Huntsman International LLC		$	140		$	291		$	24		$	(315	)	$	140





HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (UNAUDITED)
NINE MONTHS ENDED SEPTEMBER 30, 2014
(In Millions)


		Parent			Guarantors			Nonguarantors			Eliminations			Consolidated
		Company												Huntsman
														International
														LLC
Revenues:
Trade sales, services and fees, net		$	907		$	2,388		$	5,138		$	—		$	8,433
Related party sales			242			380			1,053			(1,481	)		194


Total revenues			1,149			2,768			6,191			(1,481	)		8,627
Cost of goods sold			944			2,174			5,517			(1,485	)		7,150


Gross profit			205			594			674			4			1,477
Selling, general and administrative			126			110			460			—			696
Research and development			36			30			47			—			113
Other operating (income) expense			(13	)		(6	)		17			—			(2	)
Restructuring, impairment and plant closing costs			5			5			81			—			91


Operating income			51			455			69			4			579
Interest (expense) income			(142	)		27			(40	)		—			(155	)
Equity in income of investment in affiliates and subsidiaries			323			2			6			(325	)		6
Other income			2			—			—			(2	)		—


Income from continuing operations before income taxes			234			484			35			(323	)		430
Income tax benefit (expense)			139			(160	)		(8	)		—			(29	)


Income from continuing operations			373			324			27			(323	)		401
Income (loss) from discontinued operations, net of tax			2			—			(9	)		—			(7	)


Net income			375			324			18			(323	)		394
Net income attributable to noncontrolling interests			—			—			(15	)		(4	)		(19	)


Net income attributable to Huntsman International LLC		$	375		$	324		$	3		$	(327	)	$	375




Net income		$	375		$	324		$	18		$	(323	)	$	394
Other comprehensive (loss) income			(61	)		62			(77	)		8			(68	)
Comprehensive income attributable to noncontrolling interests			—			—			(8	)		(4	)		(12	)


Comprehensive income (loss) attributable to Huntsman International LLC		$	314		$	386		$	(67	)	$	(319	)	$	314





HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (UNAUDITED)
NINE MONTHS ENDED SEPTEMBER 30, 2013
(In Millions)


		Parent			Guarantors			Nonguarantors			Eliminations			Consolidated
		Company												Huntsman
														International
														LLC
Revenues:
Trade sales, services and fees, net		$	798		$	2,434		$	4,966		$	—		$	8,198
Related party sales			592			357			943			(1,716	)		176


Total revenues			1,390			2,791			5,909			(1,716	)		8,374
Cost of goods sold			1,208			2,206			5,353			(1,713	)		7,054


Gross profit			182			585			556			(3	)		1,320
Selling, general and administrative			112			111			469			—			692
Research and development			38			28			39			—			105
Other operating (income) expense			—			(3	)		9			—			6
Restructuring, impairment and plant closing costs			9			14			87			—			110


Operating income (loss)			23			435			(48	)		(3	)		407
Interest (expense) income			(139	)		32			(49	)		—			(156	)
Equity in income (loss) of investment in affiliates and subsidiaries			204			(110	)		5			(93	)		6
Loss on early extinguishment of debt			(35	)		—			—			—			(35	)
Other income			2			—			2			(2	)		2


Income (loss) from continuing operations before income taxes			55			357			(90	)		(98	)		224
Income tax benefit (expense)			39			(149	)		4			—			(106	)


Income (loss) from continuing operations			94			208			(86	)		(98	)		118
Income (loss) from discontinued operations, net of tax			—			1			(5	)		—			(4	)


Net income (loss)			94			209			(91	)		(98	)		114
Net income attributable to noncontrolling interests			—			—			(20	)		—			(20	)


Net income (loss) attributable to Huntsman International LLC		$	94		$	209		$	(111	)	$	(98	)	$	94




Net income (loss)		$	94		$	209		$	(91	)	$	(98	)	$	114
Other comprehensive income			33			109			9			(119	)		32
Comprehensive income attributable to noncontrolling interests			—			—			(19	)		—			(19	)


Comprehensive income (loss) attributable to Huntsman International LLC		$	127		$	318		$	(101	)	$	(217	)	$	127





HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (UNAUDITED)
NINE MONTHS ENDED SEPTEMBER 30, 2014
(In Millions)


		Parent			Guarantors			Nonguarantors			Eliminations			Consolidated
		Company												Huntsman
														International
														LLC
Net cash (used in) provided by operating activities		$	(50	)	$	135		$	254		$	(1	)	$	338


Investing activities:
Capital expenditures			(50	)		(122	)		(179	)		—			(351	)
Cash received from unconsolidated affiliates			—			38			—			—			38
Investment in affiliate			(45	)		(10	)		—			55			—
Investment in unconsolidated affiliates			—			(25	)		(12	)		—			(37	)
Proceeds from sale of businesses/assets			3			—			12			—			15
Increase in receivable from affiliate			(4	)		—			—			—			(4	)
Other, net			—			—			(2	)		—			(2	)


Net cash used in investing activities			(96	)		(119	)		(181	)		55			(341	)


Financing activities:
Net repayments under revolving loan facilities			—			—			(1	)		—			(1	)
Net borrowings on overdraft facilities			—			—			2			—			2
Repayments of short-term debt			—			—			(8	)		—			(8	)
Borrowings on short-term debt			—			—			10			—			10
Repayments of long-term debt			(13	)		—			(29	)		—			(42	)
Proceeds from issuance of long-term debt			204			—			—			—			204
Repayments of notes payable to affiliate			(65	)		—			—			—			(65	)
Repayments of notes payable			(24	)		—			(1	)		—			(25	)
Borrowings on notes payable			31			—			1			—			32
Debt issuance costs paid			(39	)		—			—			—			(39	)
Contingent consideration paid for acquisition			(6	)		—			—			—			(6	)
Contribution from parent			—			10			70			(80	)		—
Distribution to parent			—			(25	)		—			25			—
Dividends paid to parent			(91	)		(1	)		—			1			(91	)
Cash received for a noncontrolling interest of a subsidiary			—			—			5			—			5
Other, net			—			—			(2	)		—			(2	)


Net cash (used in) provided by financing activities			(3	)		(16	)		47			(54	)		(26	)
Effect of exchange rate changes on cash			—			—			(6	)		—			(6	)


(Decrease) increase in cash and cash equivalents			(149	)		—			114			—			(35	)
Cash and cash equivalents at beginning of period			308			—			207			—			515


Cash and cash equivalents at end of period		$	159		$	—		$	321		$	—		$	480





During the third quarter of 2014, we capitalized $116 million of intercompany notes as a noncash transaction between guarantor and nonguarantor entities.

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (UNAUDITED)
NINE MONTHS ENDED SEPTEMBER 30, 2013
(In Millions)


		Parent			Guarantors			Nonguarantors			Eliminations			Consolidated
		Company												Huntsman
														International
														LLC
Net cash (used in) provided by operating activities		$	(13	)	$	108		$	288		$	(1	)	$	382


Investing activities:
Capital expenditures			(35	)		(76	)		(184	)		—			(295	)
Cash received from unconsolidated affiliates			—			48			—			—			48
Investment in affiliate			(23	)		(8	)		—			31			—
Investment in unconsolidated affiliates			—			(44	)		(32	)		—			(76	)
Acquisition of a business, net of cash acquired			(66	)		—			—			—			(66	)
Proceeds from sale of businesses/assets			—			(3	)		2			—			(1	)
Increase in receivable from affiliate			(16	)		—			—			—			(16	)
Other, net			—			—			2			—			2


Net cash used in investing activities			(140	)		(83	)		(212	)		31			(404	)


Financing activities:
Net repayments under revolving loan facilities			—			—			(3	)		—			(3	)
Net repayments on overdraft facilities			—			—			(2	)		—			(2	)
Repayments of short-term debt			—			—			(18	)		—			(18	)
Borrowings on short-term debt			—			—			14			—			14
Repayments of long-term debt			(393	)		—			(66	)		—			(459	)
Proceeds from issuance of long-term debt			570			—			2			—			572
Proceeds from notes payable to affiliate			177			—			—			—			177
Repayments of notes payable			(24	)		—			(6	)		—			(30	)
Borrowings on notes payable			33			—			1			—			34
Debt issuance costs paid			(4	)		—			—			—			(4	)
Call premiums and other costs related to early extinguishment of debt			(4	)		—			—			—			(4	)
Contribution from parent			—			8			57			(65	)		—
Distribution to parent			—			(34	)		—			34			—
Dividends paid to parent			(90	)		(1	)		—			1			(90	)
Excess tax benefit related to stock-based compensation			4			—			—			—			4
Other, net			1			—			—			—			1


Net cash provided by (used in) financing activities			270			(27	)		(21	)		(30	)		192
Effect of exchange rate changes on cash			—			—			(2	)		—			(2	)


Increase (decrease) in cash and cash equivalents			117			(2	)		53			—			168
Cash and cash equivalents at beginning of period			7			2			201			—			210


Cash and cash equivalents at end of period		$	124		$	—		$	254		$	—		$	378

GENERAL_Policies

GENERAL (Policies)	9 Months Ended
GENERAL (Policies)	Sep. 30, 2014
GENERAL	'
PRINCIPLES OF CONSOLIDATION	'

	PRINCIPLES OF CONSOLIDATION

	Our condensed consolidated financial statements (unaudited) 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.

USE OF ESTIMATES	'

	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.

BUSINESS_COMBINATIONS_Tables

BUSINESS COMBINATIONS (Tables)	9 Months Ended
BUSINESS COMBINATIONS (Tables)	Sep. 30, 2014
Rockwood Acquisition	'
Business Combinations	'
Allocation of acquisition cost to the assets acquired and liabilities assumed	'

	The preliminary allocation of acquisition cost to the assets acquired and liabilities assumed is summarized as follows (dollars in millions):


	Acquisition cost	$	1,039




	Fair value of assets acquired and liabilities assumed:
	Cash	$	68
	Accounts receivable, net		248
	Inventories		485
	Prepaid expenses and other current assets		31
	Property, plant and equipment		423
	Intangible assets		188
	Deferred income taxes, non-current		106
	Other assets		10
	Accounts payable		(154	)
	Accrued compensation		(45	)
	Accrued expenses and other current liabilities		(45	)
	Long-term debt, current		(2	)
	Long-term debt, non-current		(4	)
	Pension and related liabilities		(240	)
	Other liabilities		(30	)


	Total fair value of net assets acquired	$	1,039




Oxid	'
Business Combinations	'
Allocation of acquisition cost to the assets acquired and liabilities assumed	'

	The allocation of acquisition cost to the assets acquired and liabilities assumed is summarized as follows (dollars in millions):


	Cash paid for acquisition	$	66
	Contingent consideration		10


	Acquisition cost	$	76




	Fair value of assets acquired and liabilities assumed:
	Accounts receivable	$	9
	Inventories		14
	Property, plant and equipment		22
	Intangible assets		36
	Accounts payable		(4	)
	Accrued liabilities		(1	)


	Total fair value of net assets acquired	$	76




Estimated pro forma revenues and net income	'

	If the Oxid Acquisition were to have occurred on January 1, 2013, the following estimated pro forma revenues and net income attributable to Huntsman Corporation would have been reported (dollars in millions):




		Pro Forma
		Three months			Nine months
		ended			ended
		September 30, 2013			September 30, 2013
		(Unaudited)			(Unaudited)
	Revenues	$	2,868		$	8,446
	Net income attributable to Huntsman Corporation		67			94
Oxid \| HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES	'
Business Combinations	'
Estimated pro forma revenues and net income	'

	If the Oxid Acquisition were to have occurred on January 1, 2013, the following estimated pro forma revenues and net income attributable to Huntsman International would have been reported (dollars in millions):




		Pro Forma
		Three months			Nine months
		ended			ended
		September 30, 2013			September 30, 2013
		(Unaudited)			(Unaudited)
	Revenues	$	2,868		$	8,446
	Net income attributable to Huntsman International		71			101

INVENTORIES_Tables

INVENTORIES (Tables)	9 Months Ended
INVENTORIES (Tables)	Sep. 30, 2014
INVENTORIES	'
Components of inventory	'

	Inventories consisted of the following (dollars in millions):


		September 30,			December 31,
		2014			2013
	Raw materials and supplies	$	424		$	433
	Work in progress		78			92
	Finished goods		1,365			1,290


	Total		1,867			1,815
	LIFO reserves		(79	)		(74	)


	Net	$	1,788		$	1,741

VARIABLE_INTEREST_ENTITIES_Tab

VARIABLE INTEREST ENTITIES (Tables) (Rubicon LLC, Pacific Iron Products, Arabian Amines and Sasol Huntsman GmbH and Co. KG)	9 Months Ended
	Sep. 30, 2014
Rubicon LLC, Pacific Iron Products, Arabian Amines and Sasol Huntsman GmbH and Co. KG	'
Identification of variable interest entities through investments and transactions	'
Schedule of assets and liabilities of variable interest entities included in condensed consolidated balance sheets (unaudited)	'

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


		September 30,		December 31,
		2014		2013
	Current assets	$	186	$	147
	Property, plant and equipment, net		343		369
	Other noncurrent assets		68		76
	Deferred income taxes		28		28
	Intangible assets		17		17
	Goodwill		15		16


	Total assets	$	657	$	653




	Current liabilities	$	353	$	330
	Long-term debt		51		72
	Deferred income taxes		9		9
	Other noncurrent liabilities		32		45


	Total liabilities	$	445	$	456

RESTRUCTURING_IMPAIRMENT_AND_P1

RESTRUCTURING, IMPAIRMENT AND PLANT CLOSING COSTS (Tables)	9 Months Ended
RESTRUCTURING, IMPAIRMENT AND PLANT CLOSING COSTS (Tables)	Sep. 30, 2014
RESTRUCTURING, IMPAIRMENT AND PLANT CLOSING COSTS	'
Accrued restructuring costs by type of cost and initiative	'

	As of September 30, 2014 and December 31, 2013, accrued restructuring costs by type of cost and initiative consisted of the following (dollars in millions):


		Workforce			Demolition and			Non-cancelable			Other			Total(2)
		reductions(1)			decommissioning			lease and			restructuring
								contract			costs
								termination
								costs
	Accrued liabilities as of January 1, 2014	$	52		$	—		$	60		$	1		$	113
	2014 charges for 2013 and prior initiatives		40			5			4			11			60
	2014 charges for 2014 initiatives		6			—			—			—			6
	Reversal of reserves no longer required		(7	)		—			—			(1	)		(8	)
	2014 payments for 2013 and prior initiatives		(39	)		(5	)		(6	)		(10	)		(60	)
	Net activity of discontinued operations		—			—			(1	)		—			(1	)
	Foreign currency effect on liability balance		(3	)		—			(4	)		1			(6	)


	Accrued liabilities as of September 30, 2014	$	49		$	—		$	53		$	2		$	104






	-1
	The workforce reduction reserves relate to the termination of 635 positions, of which 496 positions had not been terminated as of September 30, 2014.

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


		September 30,			December 31,
		2014			2013
	2012 and prior initiatives	$	68		$	95
	2013 initiatives		30			18
	2014 initiatives		6			—


	Total	$	104		$	113




Accrued liabilities by initiative	'

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


		September 30,			December 31,
		2014			2013
	2012 and prior initiatives	$	68		$	95
	2013 initiatives		30			18
	2014 initiatives		6			—


	Total	$	104		$	113




Details with respect to reserves for restructuring, impairment and plant closing costs, provided by segment and initiative	'

	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			Advanced			Textile			Pigments			Discontinued			Corporate			Total
					Products			Materials			Effects						Operations			and
																				Other
	Accrued liabilities as of January 1, 2014	$	9		$	10		$	12		$	68		$	2		$	3		$	9		$	113
	2014 charges for 2013 and prior initiatives		—			23			12			11			3			—			11			60
	2014 charges for 2014 initiatives		—			—			—			6			—			—			—			6
	Reversal of reserves no longer required		—			(1	)		(4	)		(2	)		—			—			(1	)		(8	)
	2014 payments for 2013 and prior initiatives		(3	)		(7	)		(13	)		(21	)		(3	)		—			(13	)		(60	)
	Net activity of discontinued operations		—			—			—			—			—			(1	)		—			(1	)
	Foreign currency effect on liability balance		—			(1	)		—			(4	)		(1	)		—			—			(6	)


	Accrued liabilities as of September 30, 2014	$	6		$	24		$	7		$	58		$	1		$	2		$	6		$	104




	Current portion of restructuring reserves	$	2		$	24		$	6		$	7		$	1		$	2		$	6		$	48
	Long-term portion of restructuring reserves		4			—			1			51			—			—			—			56
Cash and noncash restructuring charges by initiative	'

	Details with respect to cash and noncash restructuring charges for the three and nine months ended September 30, 2014 and 2013 by initiative are provided below (dollars in millions):


		Three months			Nine months
		ended			ended
		September 30, 2014			September 30, 2014
	Cash charges:
	2014 charges for 2013 and prior initiatives	$	9		$	60
	2014 charges for 2014 initiatives		—			6
	Pension related charges		—			2
	Reversal of reserves no longer required		—			(8	)
	Noncash charges		30			31


	Total 2014 Restructuring, Impairment and Plant Closing Costs	$	39		$	91









		Three months			Nine months
		ended			ended
		September 30, 2013			September 30, 2013
	Cash charges:
	2013 charges for 2012 and prior initiatives	$	25		$	87
	2013 charges for 2013 initiatives		14			28
	Pension related charges		2			7
	Reversal of reserves no longer required		(10	)		(19	)
	Non-cash charges		6			7


	Total 2013 Restructuring, Impairment and Plant Closing Costs	$	37		$	110

DEBT_Tables

DEBT (Tables)	9 Months Ended
DEBT (Tables)	Sep. 30, 2014
Debt	'
Outstanding debt	'

	Outstanding debt consisted of the following (dollars in millions):


		September 30,			December 31,
		2014			2013
	Senior Credit Facilities:
	Term loans	$	1,339		$	1,351
	Amounts outstanding under A/R programs		235			248
	Senior notes		1,219			1,061
	Senior subordinated notes		890			891
	HPS (China) debt		38			40
	Variable interest entities		220			247
	Other		85			72


	Total debt—excluding debt to affiliates	$	4,026		$	3,910




	Total current portion of debt	$	274		$	277
	Long-term portion		3,752			3,633


	Total debt—excluding debt to affiliates	$	4,026		$	3,910




	Total debt—excluding debt to affiliates	$	4,026		$	3,910
	Notes payable to affiliates-noncurrent		6			6


	Total debt	$	4,032		$	3,916




HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES	'
Debt	'
Outstanding debt	'

	Outstanding debt consisted of the following (dollars in millions):


		September 30,			December 31,
		2014			2013
	Senior Credit Facilities:
	Term loans	$	1,339		$	1,351
	Amounts outstanding under A/R programs		235			248
	Senior notes		1,219			1,061
	Senior subordinated notes		890			891
	HPS (China) debt		38			40
	Variable interest entities		220			247
	Other		85			72


	Total debt—excluding debt to affiliates	$	4,026		$	3,910




	Total current portion of debt	$	274		$	277
	Long-term portion		3,752			3,633


	Total debt—excluding debt to affiliates	$	4,026		$	3,910




	Total debt—excluding debt to affiliates	$	4,026		$	3,910
	Notes payable to affiliates-current		100			100
	Notes payable to affiliates-noncurrent		713			779


	Total debt	$	4,839		$	4,789




Schedule of Senior Credit Facilities	'

	As of September 30, 2014, our senior credit facilities ("Senior Credit Facilities") consisted of our revolving credit facility ("Revolving Facility"), our extended term loan B facility ("Extended Term Loan B"), our extended term loan B facility—series 2 ("Extended Term Loan B—Series 2") and our term loan C facility ("Term Loan C") as follows (dollars in millions):


	Facility	Committed			Principal			Carrying			Interest Rate(3)	Maturity
	Facility	Amount			Outstanding			Value			Interest Rate(3)	Maturity
	Revolving Facility	$	600	-1	$	—	-2	$	—	-2	USD LIBOR plus 2.50%		2017
	Extended Term Loan B		NA			952			952		USD LIBOR plus 2.50%		2017
	Extended Term Loan B—Series 2		NA			339			339		USD LIBOR plus 2.75%		2017
	Term Loan C		NA			50			48		USD LIBOR plus 2.25%		2016


	-1
	On October 1, 2014, Huntsman International entered into the thirteenth amendment to the agreement governing the Senior Credit Facilities ("the Credit Agreement"). The amendment increased revolving commitments in an aggregate principal amount of $25 million.

	-2
	We had no borrowings outstanding under our Revolving Facility; we had approximately $17 million (U.S. dollar equivalents) of letters of credit and bank guarantees issued and outstanding under our Revolving Facility.

	-3
	The applicable interest rate of the Senior Credit Facilities is subject to certain secured leverage ratio thresholds. As of September 30, 2014, the weighted average interest rate on our outstanding balances under the Senior Credit Facilities was approximately 3%.

Summary of outstanding notes	'

	As of September 30, 2014, we had outstanding the following notes (monetary amounts in millions):


	Notes	Maturity		Interest			Amount Outstanding
	Notes	Maturity		Rate			Amount Outstanding
	Senior Notes ("2020 Senior Notes")	Nov-20			4.875	%	$650 ($647 carrying value)
	Senior Notes ("2021 Senior Notes")	Apr-21			5.125	%	€445 (€450 carrying value ($572))
	Senior Subordinated Notes	Mar-20			8.625	%	$350
	Senior Subordinated Notes	Mar-21			8.625	%	$530 ($540 carrying value)
Redemption of Notes and Loss on Early Extinguishment of Debt	'

	During the nine months ended September 30, 2013, we redeemed or repurchased the following notes (monetary amounts in millions):


	Date of Redemption	Notes		Principal Amount of			Amount Paid			Loss on Early
				Notes Redeemed			(Excluding Accrued			Extinguishment
							Interest)			of Debt
	March 4, 2013	5.50% Senior Notes due 2016		$	200		$	200		$	34

FAIR_VALUE_Tables

FAIR VALUE (Tables)	9 Months Ended
FAIR VALUE (Tables)	Sep. 30, 2014
FAIR VALUE	'
Fair values of financial instruments	'

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


		September 30, 2014						December 31, 2013
		Carrying			Estimated			Carrying			Estimated
		Value			Fair Value			Value			Fair Value
	Non-qualified employee benefit plan investments	$	21		$	21		$	21		$	21
	Cross-currency interest rate contracts		30			30			2			2
	Interest rate contracts		(7	)		(7	)		(10	)		(10	)
	Long-term debt (including current portion)		(4,026	)		(4,069	)		(3,910	)		(4,010	)
Assets and liabilities are measured at fair value on a recurring basis	'

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


					Fair Value Amounts Using
	Description	September 30,			Quoted prices in			Significant other			Significant
		2014			active markets for			observable			unobservable
					identical assets			inputs			inputs
					(Level 1)(3)			(Level 2)(3)			(Level 3)(3)
	Assets:
	Available-for sale equity securities:
	Equity mutual funds	$	21		$	21		$	—		$	—
	Derivatives:
	Cross-currency interest rate contracts(1)		30			—			30			—


	Total assets	$	51		$	21		$	30		$	—




	Liabilities:
	Derivatives:
	Interest rate contracts(2)	$	(7	)	$	—		$	(7	)	$	—









					Fair Value Amounts Using
	Description	December 31,			Quoted prices in			Significant other			Significant
		2013			active markets for			observable			unobservable
					identical assets			inputs			inputs
					(Level 1)(3)			(Level 2)(3)			(Level 3)(3)
	Assets:
	Available-for sale equity securities:
	Equity mutual funds	$	21		$	21		$	—		$	—
	Derivatives:
	Cross-currency interest rate contracts(1)		2			—			2			—


	Total assets	$	23		$	21		$	2		$	—




	Liabilities:
	Derivatives:
	Interest rate contracts(2)	$	(10	)	$	—		$	(10	)	$	—






	-1
	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.

	-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 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.

-3
There were no transfers between Levels 1 and 2 within the fair value hierarchy for the nine months ended September 30, 2014 and the year ended December 31, 2013. During the nine months ended September 30, 2014 and 2013, there were no instruments categorized as Level 3 within the fair value hierarchy.

EMPLOYEE_BENEFIT_PLANS_Tables

EMPLOYEE BENEFIT PLANS (Tables)	9 Months Ended
EMPLOYEE BENEFIT PLANS (Tables)	Sep. 30, 2014
DEFINED BENEFIT AND OTHER POSTRETIREMENT BENEFIT PLANS	'
Components of the net periodic benefit costs	'

	Components of the net periodic benefit costs for the three and nine months ended September 30, 2014 and 2013 were as follows (dollars in millions):


		Defined						Other
		Benefit Plans						Postretirement
								Benefit Plans
		Three months						Three months
		ended						ended
		September 30,						September 30,
		2014			2013			2014			2013
	Service cost	$	14		$	18		$	1		$	1
	Interest cost		36			32			1			2
	Expected return on assets		(48	)		(44	)		—			—
	Amortization of prior service benefit		(1	)		(1	)		(1	)		(1	)
	Amortization of actuarial loss		13			19			—			1
	Special termination benefits		—			2			—			—
	Settlement loss		10			6			—			—


	Net periodic benefit cost	$	24		$	32		$	1		$	3









		Defined						Other
		Benefit Plans						Postretirement
								Benefit Plans
		Nine months						Nine months
		ended						ended
		September 30,						September 30,
		2014			2013			2014			2013
	Service cost	$	44		$	51		$	2		$	3
	Interest cost		110			97			4			4
	Expected return on assets		(146	)		(130	)		—			—
	Amortization of prior service benefit		(4	)		(4	)		(3	)		(2	)
	Amortization of actuarial loss		39			59			1			2
	Special termination benefits		3			7			—			—
	Settlement loss		11			6			—			—


	Net periodic benefit cost	$	57		$	86		$	4		$	7




HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES	'
DEFINED BENEFIT AND OTHER POSTRETIREMENT BENEFIT PLANS	'
Components of the net periodic benefit costs	'

	Components of the net periodic benefit costs for the three and nine months ended September 30, 2014 and 2013 were as follows (dollars in millions):


		Defined						Other
		Benefit Plans						Postretirement
								Benefit Plans
		Three months						Three months
		ended						ended
		September 30,						September 30,
		2014			2013			2014			2013
	Service cost	$	14		$	17		$	1		$	1
	Interest cost		36			32			1			2
	Expected return on assets		(48	)		(44	)		—			—
	Amortization of prior service benefit		(1	)		(1	)		(1	)		(1	)
	Amortization of actuarial loss		15			22			—			1
	Special termination benefits		—			2			—			—
	Settlement loss		10			6			—			—


	Net periodic benefit cost	$	26		$	34		$	1		$	3









		Defined						Other
		Benefit Plans						Postretirement
								Benefit Plans
		Nine months						Nine months
		ended						ended
		September 30,						September 30,
		2014			2013			2014			2013
	Service cost	$	44		$	51		$	2		$	3
	Interest cost		110			97			4			4
	Expected return on assets		(146	)		(130	)		—			—
	Amortization of prior service benefit		(4	)		(4	)		(3	)		(2	)
	Amortization of actuarial loss		45			64			1			2
	Special termination benefits		3			7			—			—
	Settlement loss		11			6			—			—


	Net periodic benefit cost	$	63		$	91		$	4		$	7

OTHER_COMPREHENSIVE_LOSS_INCOM1

OTHER COMPREHENSIVE (LOSS) INCOME (Tables)	9 Months Ended
OTHER COMPREHENSIVE (LOSS) INCOME (Tables)	Sep. 30, 2014
Schedule of details about accumulated other comprehensive income (loss) components	'

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


		Foreign			Pension and			Other		Other,			Total			Amounts		Amounts
		currency			other			comprehensive		net						attributable to		attributable to
		translation			postretirement			income of								noncontrolling		Huntsman
		adjustment(a)			benefits			unconsolidated								interests		Corporation
					adjustments, net			affiliates
					of tax(b)
	Beginning balance, January 1, 2014	$	246		$	(851	)	$	12	$	8		$	(585	)	$	8	$	(577	)
	Other comprehensive (loss) income before reclassifications		(108	)		—			—		2			(106	)		7		(99	)
	Amounts reclassified from accumulated other comprehensive loss(c)		—			33			—		—			33			—		33


	Net current-period other comprehensive (loss) income		(108	)		33			—		2			(73	)		7		(66	)


	Ending balance, September 30, 2014	$	138		$	(818	)	$	12	$	10		$	(658	)	$	15	$	(643	)






	(a)
	Amounts are net of tax of $32 and $13 as of September 30, 2014 and January 1, 2014, respectively.

	(b)
	Amounts are net of tax of $72 and $83 as of September 30, 2014 and January 1, 2014, respectively.

	(c)
	See table below for details about these reclassifications.


		Foreign			Pension and			Other		Other, net			Total			Amounts		Amounts
		currency			other			comprehensive								attributable to		attributable to
		translation			postretirement			income of								noncontrolling		Huntsman
		adjustment(a)			benefits			unconsolidated								interests		Corporation
					adjustments, net			affiliates
					of tax(b)
	Beginning balance, January 1, 2013	$	269		$	(1,036	)	$	7	$	3		$	(757	)	$	13	$	(744	)
	Other comprehensive (loss) income before reclassifications		(44	)		22			2		3			(17	)		1		(16	)
	Amounts reclassified from accumulated other comprehensive loss(c)		—			46			—		—			46			—		46


	Net current-period other comprehensive (loss) income		(44	)		68			2		3			29			1		30


	Ending balance, September 30, 2013	$	225		$	(968	)	$	9	$	6		$	(728	)	$	14	$	(714	)






	(a)
	Amounts are net of tax of $18 and $20 as of September 30, 2013 and January 1, 2013, respectively.

	(b)
	Amounts are net of tax of $176 and $197 as of September 30, 2013 and January 1, 2013, respectively.

	(c)
See table below for details about these reclassifications.

Schedule of details about reclassifications from accumulated other comprehensive loss	'




		Three months			Nine months
		ended			ended
		September 30, 2014			September 30, 2014
	Details about Accumulated Other	Amounts reclassified			Amounts reclassified			Affected line item
	Comprehensive Loss Components:	from accumulated other			from accumulated other			in the statement where
		comprehensive loss			comprehensive loss			net income is presented
	Amortization of pension and other postretirement benefits:
	Prior service credit	$	(2	)	$	(7	)	(a)(b)
	Actuarial loss		13			40		(a)(b)(c)
	Settlement loss		10			11		(a)(b)


			21			44		Total before tax
			(5	)		(11	)	Income tax expense


	Total reclassifications for the period	$	16		$	33		Net of tax









		Three months			Nine months
		ended			ended
		September 30, 2013			September 30, 2013
	Details about Accumulated Other	Amounts reclassified			Amounts reclassified			Affected line item
	Comprehensive Loss Components:	from accumulated other			from accumulated other			in the statement where
		comprehensive loss			comprehensive loss			net income is presented
	Amortization of pension and other postretirement benefits:
	Prior service credit	$	(2	)	$	(6	)	(a)(b)
	Actuarial loss		20			61		(a)(b)(c)
	Settlement loss		6			6		(a)(b)


			24			61		Total before tax
			(6	)		(15	)	Income tax expense


	Total reclassifications for the period	$	18		$	46		Net of tax






	(a)
	Amounts in parentheses indicate credits on our condensed consolidated statements of operations (unaudited).

	(b)
	These accumulated other comprehensive loss components are included in the computation of net periodic pension costs. See "Note 10. Employee Benefit Plans."

	(c)
	Amounts contain $1 million of actuarial losses related to discontinued operations for both of the three months ended September 30, 2014 and 2013, and $3 million and $5 million for the nine months ended September 30, 2014 and 2013, respectively.

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES	'
Schedule of details about accumulated other comprehensive income (loss) components	'

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


		Foreign			Pension and other			Other		Other, net			Total			Amounts		Amounts
		currency			postretirement			comprehensive								attributable to		attributable to
		translation			benefits adjustments,			income (loss) of								noncontrolling		Huntsman
		adjustment(a)			net of tax(b)			unconsolidated								interests		International
								affiliates
	Beginning balance, January 1, 2014	$	243		$	(883	)	$	12	$	2		$	(626	)	$	8	$	(618	)


	Other comprehensive (loss) income before reclassifications		(108	)		—			—		2			(106	)		7		(99	)
	Amounts reclassified from accumulated other comprehensive loss(c)		—			38			—		—			38			—		38


	Net current-period other comprehensive (loss) income		(108	)		38			—		2			(68	)		7		(61	)


	Ending balance, September 30, 2014	$	135		$	(845	)	$	12	$	4		$	(694	)	$	15	$	(679	)






	(a)
	Amounts are net of tax of $19 and nil as of September 30, 2014 and January 1, 2014, respectively.

	(b)
	Amounts are net of tax of $101 and $113 as of September 30, 2014 and January 1, 2014, respectively.

	(c)
	See table below for details about these reclassifications.


		Foreign			Pension and other			Other		Other, net			Total			Amounts		Amounts
		currency			postretirement			comprehensive								attributable to		attributable to
		translation			benefits adjustments,			income of								noncontrolling		Huntsman
		adjustment(a)			net of tax(b)			unconsolidated								interests		International
								affiliates
	Beginning balance, January 1, 2013	$	268		$	(1,076	)	$	7	$	(3	)	$	(804	)	$	13	$	(791	)


	Other comprehensive (loss) income before reclassifications		(44	)		22			2		3			(17	)		1		(16	)
	Amounts reclassified from accumulated other comprehensive loss(c)		—			49			—		—			49			—		49


	Net current-period other comprehensive (loss) income		(44	)		71			2		3			32			1		33


	Ending balance, September 30, 2013	$	224		$	(1,005	)	$	9	$	—		$	(772	)	$	14	$	(758	)






	(a)
	Amounts are net of tax of $5 and $7 as of September 30, 2013 and January 1, 2013, respectively.

	(b)
	Amounts are net of tax of $206 and $228 as of September 30, 2013 and January 1, 2013, respectively.

(c)
See table below for details about these reclassifications.

Schedule of details about reclassifications from accumulated other comprehensive loss	'

		Three months			Nine months
		ended			ended
		September 30, 2014			September 30, 2014
	Details about Accumulated Other	Amounts reclassified			Amounts reclassified			Affected line item
	Comprehensive Loss Components:	from accumulated other			from accumulated other			in the statement where
		comprehensive loss			comprehensive loss			net income is presented
	Amortization of pension and other postretirement benefits:
	Prior service credit	$	(2	)	$	(7	)	(a)(b)
	Actuarial loss		15			46		(a)(b)(c)
	Settlement loss		10			11		(a)(b)


			23			50		Total before tax
			(5	)		(12	)	Income tax expense


	Total reclassifications for the period	$	18		$	38		Net of tax









		Three months			Nine months
		ended			ended
		September 30, 2013			September 30, 2013
	Details about Accumulated Other	Amounts reclassified			Amounts reclassified			Affected line item
	Comprehensive Loss Components:	from accumulated other			from accumulated other			in the statement where
		comprehensive loss			comprehensive loss			net income is presented
	Amortization of pension and other postretirement benefits:
	Prior service credit	$	(2	)	$	(6	)	(a)(b)
	Actuarial loss		23			66		(a)(b)(c)
	Settlement loss		6			6		(a)(b)


			27			66		Total before tax
			(8	)		(17	)	Income tax expense


	Total reclassifications for the period	$	19		$	49		Net of tax






	(a)
	Amounts in parentheses indicate credits on our condensed consolidated statements of operations (unaudited).

	(b)
	These accumulated other comprehensive loss components are included in the computation of net periodic pension costs. See "Note 10. Employee Benefit Plans."

	(c)
	Amounts contain approximately $1 million of actuarial losses related to discontinued operations for both of the three months ended September 30, 2014 and 2013, and $3 million and $5 million for the nine months ended September 30, 2014 and 2013, respectively.

COMMITMENTS_AND_CONTINGENCIES_

COMMITMENTS AND CONTINGENCIES (Tables)	9 Months Ended
COMMITMENTS AND CONTINGENCIES (Tables)	Sep. 30, 2014
COMMITMENTS AND CONTINGENCIES	'
Schedule of cases for which service has been tendered and accepted	'






		Nine months
		ended
		September 30,
		2014		2013
	Unresolved at beginning of period		1,073		1,080
	Tendered during period		4		6
	Resolved during period(1)		1		13
	Unresolved at end of period		1,076		1,073


	-1
	Although the indemnifying party informs us when tendered cases have been resolved, it generally does not inform us of the settlement amounts relating to such cases, if any. The indemnifying party has informed us that it typically manages our defense together with the defense of other entities in such cases and resolves claims involving multiple defendants simultaneously, and that it considers the allocation of settlement amounts, if any, among defendants to be confidential and proprietary. Consequently, we are not able to provide the number of cases resolved with payment by the indemnifying party or the amount of such payments.

Schedule of cases filed and received by the company	'






		Nine months
		ended
		September 30,
		2014		2013
	Unresolved at beginning of period		48		50
	Filed during period		5		2
	Resolved during period		5		2
	Unresolved at end of period		48		50

STOCKBASED_COMPENSATION_PLANS_

STOCK-BASED COMPENSATION PLANS (Tables)	9 Months Ended
STOCK-BASED COMPENSATION PLANS (Tables)	Sep. 30, 2014
STOCK-BASED COMPENSATION PLANS	'
Compensation cost from continuing operations under the Stock Incentive Plan	'

	The compensation cost from continuing operations under the Stock Incentive Plan for our Company and Huntsman International were as follows (dollars in millions):


		Three months						Nine months
		ended						ended
		September 30,						September 30,
		2014			2013			2014			2013
	Huntsman Corporation compensation cost	$	6		$	7		$	22		$	21
	Huntsman International compensation cost		6			7			21			20
Assumptions used to calculate fair value of each stock option award estimated on the date of grant using the Black-Scholes valuation model	'






		Three months					Nine months
		ended					ended
		September 30,					September 30,
		2014		2013			2014			2013
	Dividend yield	N/A			2.9	%		2.4	%		2.8	%
	Expected volatility	N/A			60.9	%		60.3	%		62.5	%
	Risk-free interest rate	N/A			1.8	%		1.7	%		1	%
	Expected life of stock options granted during the period	N/A			5.6 years			5.7 years			5.6 years
Summary of stock option activity under the Stock Incentive Plan	'






	Option Awards	Shares			Weighted			Weighted			Aggregate
					Average			Average			Intrinsic
					Exercise			Remaining			Value
					Price			Contractual
								Term
		(in thousands)						(years)			(in millions)
	Outstanding at January 1, 2014		10,019		$	15.39
	Granted		1,116			21.22
	Exercised		(1,648	)		19.22
	Forfeited		(49	)		17.64


	Outstanding at September 30, 2014		9,438			15.39			5.1		$	100




	Exercisable at September 30, 2014		7,103			14.33			4			83




Summary of status of nonvested shares under the Stock Incentive Plan	'






		Equity Awards						Liability Awards
		Shares			Weighted			Shares			Weighted
					Average						Average
					Grant-Date						Grant-Date
					Fair Value						Fair Value
		(in thousands)						(in thousands)
	Nonvested at January 1, 2014		1,830		$	15.31			574		$	16.03
	Granted		730			21.22			237			21.22
	Vested		(723	)(1)		16.08			(284	)		15.98
	Forfeited		(17	)		18.27			(24	)		16.59


	Nonvested at September 30, 2014		1,820			17.35			503			18.48






	-1
	As of September 30, 2014, a total of 388,299 restricted stock units were vested but not yet issued, of which 44,534 vested during the nine months ended September 30, 2014. These shares have not been reflected as vested shares in this table because, in accordance with the restricted stock unit agreements, shares of common stock are not issued for vested restricted stock units until termination of employment.

NET_INCOME_PER_SHARE_Tables

NET INCOME PER SHARE (Tables)	9 Months Ended
NET INCOME PER SHARE (Tables)	Sep. 30, 2014
NET INCOME PER SHARE	'
Schedule of calculation of basic and diluted income per share	'

	Basic and diluted income per share is determined using the following information (in millions):


		Three months				Nine months
		ended				ended
		September 30,				September 30,
		2014		2013		2014		2013
	Numerator:
	Basic and diluted income from continuing operations:
	Income from continuing operations attributable to Huntsman Corporation	$	188	$	66	$	368	$	91




	Basic and diluted net income:
	Net income attributable to Huntsman Corporation	$	188	$	64	$	361	$	87




	Shares (denominator):
	Weighted average shares outstanding		242.6		239.8		241.8		239.5
	Dilutive securities:
	Stock-based awards		4.1		2.7		3.9		2.6


	Total weighted average shares outstanding, including dilutive shares		246.7		242.5		245.7		242.1

OPERATING_SEGMENT_INFORMATION_

OPERATING SEGMENT INFORMATION (Tables)	9 Months Ended
OPERATING SEGMENT INFORMATION (Tables)	Sep. 30, 2014
OPERATING SEGMENT INFORMATION	'
Schedule of major products by reportable operating segment	'

	Segment		Products
	Polyurethanes		MDI, PO, polyols, PG, TPU, aniline and MTBE
	Performance Products		amines, surfactants, LAB, maleic anhydride, other performance chemicals, EG, olefins and technology licenses
	Advanced Materials		epoxy resin compounds and tooling materials; cross-linking, matting and curing agents; epoxy, acrylic and polyurethane-based adhesives and tooling resin materials
	Textile Effects		textile chemicals and dyes
	Pigments		titanium dioxide
Operating segment information	'
Schedule of revenues and EBITDA for each of the entity's reportable operating segments	'

	The revenues and EBITDA for each of our reportable operating segments are as follows (dollars in millions):


			Three months						Nine months
			ended						ended
			September 30,						September 30,
			2014			2013			2014			2013
	Revenues:
	Polyurethanes		$	1,321		$	1,306		$	3,831		$	3,734
	Performance Products			762			779			2,360			2,278
	Advanced Materials			310			309			953			966
	Textile Effects			221			198			693			602
	Pigments			318			310			976			974
	Eliminations			(48	)		(60	)		(186	)		(180	)

	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹
	Total		$	2,884		$	2,842		$	8,627		$	8,374

	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹
	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹

	Huntsman Corporation:
	Segment EBITDA(1):
	Polyurethanes		$	162		$	203		$	506		$	533
	Performance Products			123			106			332			260
	Advanced Materials			51			33			142			60
	Textile Effects			3			(18	)		25			(54	)
	Pigments			6			27			31			55
	Corporate and other(2)			(52	)		(46	)		(146	)		(187	)

	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹
	Subtotal			293			305			890			667
	Discontinued Operations(3)			—			(2	)		(9	)		(3	)

	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹
	Total			293			303			881			664
	Interest expense			(49	)		(48	)		(148	)		(146	)
	Income tax benefit (expense)—continuing operations			40			(81	)		(39	)		(105	)
	Income tax benefit—discontinued operations			—			—			2			—
	Depreciation and amortization			(96	)		(110	)		(335	)		(326	)

	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹
	Net income attributable to Huntsman Corporation		$	188		$	64		$	361		$	87

	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹
	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹



	-1
	Segment EBITDA is defined as net income attributable to Huntsman Corporation or Huntsman International, as appropriate, before interest, income tax, depreciation and amortization, and certain Corporate and other items.

	-2
	Corporate and other includes unallocated corporate overhead, unallocated foreign exchange gains and losses, LIFO inventory valuation reserve adjustments, loss on early extinguishment of debt, unallocated restructuring, impairment and plant closing costs, nonoperating income and expense, benzene sales and gains and losses on the disposition of corporate assets.

	-3
	The operating results of our former polymers, base chemicals and Australian styrenics businesses are classified as discontinued operations, and, accordingly, the revenues of these businesses are excluded for all periods presented. The EBITDA of our former polymers, base chemicals and Australian styrenics businesses are included in discontinued operations for all periods presented.

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES	'
Operating segment information	'
Schedule of revenues and EBITDA for each of the entity's reportable operating segments	'

	The revenues and EBITDA for each of our reportable operating segments are as follows (dollars in millions):

	Huntsman International:
	Segment EBITDA(1):
	Polyurethanes		$	162		$	203		$	506		$	533
	Performance Products			123			106			332			260
	Advanced Materials			51			33			142			60
	Textile Effects			3			(18	)		25			(54	)
	Pigments			6			27			31			55
	Corporate and other(2)			(53	)		(46	)		(148	)		(187	)

	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹
	Subtotal			292			305			888			667
	Discontinued Operations(3)			—			(2	)		(9	)		(3	)

	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹
	Total			292			303			879			664
	Interest expense			(52	)		(51	)		(155	)		(156	)
	Income tax benefit (expense)—continuing operations			51			(80	)		(29	)		(106	)
	Income tax benefit—discontinued operations			—			—			2			—
	Depreciation and amortization			(93	)		(104	)		(322	)		(308	)

	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹
	Net income attributable to Huntsman International		$	198		$	68		$	375		$	94

	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹
	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹	â€‹



	-1
	Segment EBITDA is defined as net income attributable to Huntsman Corporation or Huntsman International, as appropriate, before interest, income tax, depreciation and amortization, and certain Corporate and other items.

	-2
	Corporate and other includes unallocated corporate overhead, unallocated foreign exchange gains and losses, LIFO inventory valuation reserve adjustments, loss on early extinguishment of debt, unallocated restructuring, impairment and plant closing costs, nonoperating income and expense, benzene sales and gains and losses on the disposition of corporate assets.

	-3
	The operating results of our former polymers, base chemicals and Australian styrenics businesses are classified as discontinued operations, and, accordingly, the revenues of these businesses are excluded for all periods presented. The EBITDA of our former polymers, base chemicals and Australian styrenics businesses are included in discontinued operations for all periods presented.

CONDENSED_CONSOLIDATING_FINANC1

CONDENSED CONSOLIDATING FINANCIAL INFORMATION OF HUNTSMAN INTERNATIONAL LLC (UNAUDITED) (Tables) (HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES)	9 Months Ended
	Sep. 30, 2014
HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES	'
Condensed consolidated financial information	'
CONDENSED CONSOLIDATING BALANCE SHEETS (UNAUDITED)	'

	AS OF SEPTEMBER 30, 2014
	(In Millions)


			Parent			Guarantors			Nonguarantors			Eliminations			Consolidated
			Company												Huntsman
															International
															LLC
	ASSETS
	Current assets:
	Cash and cash equivalents		$	159		$	—		$	321		$	—		$	480
	Restricted cash			—			—			10			—			10
	Accounts and notes receivable, net			41			125			1,467			6			1,639
	Accounts receivable from affiliates			1,856			4,494			148			(6,158	)		340
	Inventories			107			317			1,368			(4	)		1,788
	Prepaid expenses			46			16			61			(33	)		90
	Deferred income taxes			12			—			58			(18	)		52
	Other current assets			642			5			209			(568	)		288


	Total current assets			2,863			4,957			3,642			(6,775	)		4,687
	Property, plant and equipment, net			404			1,010			2,236			1			3,651
	Investment in unconsolidated affiliates			5,773			1,289			198			(6,968	)		292
	Intangible assets, net			35			1			36			—			72
	Goodwill			(16	)		82			60			—			126
	Deferred income taxes			316			—			212			(311	)		217
	Notes receivable from affiliates			23			613			—			(636	)		—
	Other noncurrent assets			102			197			207			(1	)		505


	Total assets		$	9,500		$	8,149		$	6,591		$	(14,690	)	$	9,550




	LIABILITIES AND EQUITY
	Current liabilities:
	Accounts payable		$	47		$	258		$	821		$	7		$	1,133
	Accounts payable to affiliates			3,351			739			2,127			(6,159	)		58
	Accrued liabilities			104			655			470			(602	)		627
	Deferred income taxes			—			57			8			(22	)		43
	Note payable to affiliate			100			—			—			—			100
	Current portion of debt			37			—			237			—			274


	Total current liabilities			3,639			1,709			3,663			(6,776	)		2,235
	Long-term debt			3,434			—			318			—			3,752
	Notes payable to affiliates			707			—			642			(636	)		713
	Deferred income taxes			26			214			(1	)		47			286
	Other noncurrent liabilities			124			141			567			—			832


	Total liabilities			7,930			2,064			5,189			(7,365	)		7,818
	Equity
	Huntsman International LLC members' equity
	Members' equity			3,159			4,348			2,408			(6,756	)		3,159
	Accumulated (deficit) income			(910	)		389			(448	)		59			(910	)
	Accumulated other comprehensive (loss) income			(679	)		1,348			(715	)		(633	)		(679	)


	Total Huntsman			1,570			6,085			1,245			(7,330	)		1,570
	International LLC members' equity			1,570			6,085			1,245			(7,330	)		1,570
Noncontrolling interests in subsidiaries			—			—			157			5			162


Total equity			1,570			6,085			1,402			(7,325	)		1,732


Total liabilities and equity		$	9,500		$	8,149		$	6,591		$	(14,690	)	$	9,550





AS OF DECEMBER 31, 2013
(In Millions)


		Parent			Guarantors			Nonguarantors			Eliminations			Consolidated
		Company												Huntsman
														International
														LLC
ASSETS
Current assets:
Cash and cash equivalents		$	308		$	—		$	207		$	—		$	515
Restricted cash			—			—			9			—			9
Accounts and notes receivable, net			28			130			1,384			—			1,542
Accounts receivable from affiliates			2,386			4,823			140			(7,024	)		325
Inventories			112			297			1,339			(7	)		1,741
Prepaid expenses			70			64			47			(120	)		61
Deferred income taxes			12			—			59			(18	)		53
Other current assets			379			4			199			(382	)		200


Total current assets			3,295			5,318			3,384			(7,551	)		4,446
Property, plant and equipment, net			390			954			2,414			1			3,759
Investment in unconsolidated affiliates			5,393			1,178			178			(6,464	)		285
Intangible assets, net			48			1			39			—			88
Goodwill			(17	)		82			66			—			131
Deferred income taxes			323			—			239			(319	)		243
Notes receivable from affiliates			22			658			1			(680	)		1
Other noncurrent assets			67			172			220			(1	)		458


Total assets		$	9,521		$	8,363		$	6,541		$	(15,014	)	$	9,411




LIABILITIES AND EQUITY
Current liabilities:
Accounts payable		$	50		$	267		$	750		$	—		$	1,067
Accounts payable to affiliates			3,655			1,476			1,946			(7,024	)		53
Accrued liabilities			138			517			590			(503	)		742
Deferred income taxes			—			57			8			(21	)		44
Note payable to affiliate			100			—			—			—			100
Current portion of debt			28			—			249			—			277


Total current liabilities			3,971			2,317			3,543			(7,548	)		2,283
Long-term debt			3,290			—			343			—			3,633
Notes payable to affiliates			772			—			687			(680	)		779
Deferred income taxes			25			200			39			39			303
Other noncurrent liabilities			137			140			661			—			938


Total liabilities			8,195			2,657			5,273			(8,189	)		7,936
Equity
Huntsman International LLC members' equity
Members' equity			3,138			4,354			2,215			(6,569	)		3,138
Accumulated (deficit) income			(1,194	)		66			(450	)		384			(1,194	)
Accumulated other comprehensive (loss) income			(618	)		1,286			(645	)		(641	)		(618	)


Total Huntsman			1,326			5,706			1,120			(6,826	)		1,326
International LLC members' equity			1,326			5,706			1,120			(6,826	)		1,326
Noncontrolling interests in subsidiaries			—			—			148			1			149


Total equity			1,326			5,706			1,268			(6,825	)		1,475


Total liabilities and equity		$	9,521		$	8,363		$	6,541		$	(15,014	)	$	9,411




CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (UNAUDITED)	'

	THREE MONTHS ENDED SEPTEMBER 30, 2014
	(In Millions)


			Parent			Guarantors			Nonguarantors			Eliminations			Consolidated
			Company												Huntsman
															International
															LLC
	Revenues:
	Trade sales, services and fees, net		$	336		$	772		$	1,711		$	—		$	2,819
	Related party sales			66			123			341			(465	)		65


	Total revenues			402			895			2,052			(465	)		2,884
	Cost of goods sold			323			700			1,813			(468	)		2,368


	Gross profit			79			195			239			3			516
	Selling, general and administrative			43			32			151			—			226
	Research and development			12			11			17			—			40
	Other operating (income) expense			(3	)		1			9			—			7
	Restructuring, impairment and plant closing costs			3			3			33			—			39


	Operating income			24			148			29			3			204
	Interest (expense) income			(49	)		9			(12	)		—			(52	)
	Equity in income of investment in affiliates and subsidiaries			107			—			2			(107	)		2
	Other income			—			—			—			(1	)		(1	)


	Income from continuing operations before income taxes			82			157			19			(105	)		153
	Income tax benefit (expense)			116			(54	)		(11	)		—			51


	Income from continuing operations			198			103			8			(105	)		204
	Loss from discontinued operations, net of tax			—			—			—			—			—


	Net income			198			103			8			(105	)		204
	Net income attributable to noncontrolling interests			—			—			(5	)		(1	)		(6	)


	Net income attributable to Huntsman International LLC		$	198		$	103		$	3		$	(106	)	$	198




	Net income		$	198		$	103		$	8		$	(105	)	$	204
	Other comprehensive loss			(84	)		(91	)		(96	)		182			(89	)
	Comprehensive income attributable to noncontrolling interests			—			—			(1	)		(1	)		(2	)


	Comprehensive income (loss) attributable to Huntsman International LLC		$	114		$	12		$	(89	)	$	76		$	113





	THREE MONTHS ENDED SEPTEMBER 30, 2013
	(In Millions)


		Parent			Guarantors			Nonguarantors			Eliminations			Consolidated
		Company												Huntsman
														International
														LLC
Revenues:
Trade sales, services and fees, net		$	283		$	830		$	1,676		$	—		$	2,789
Related party sales			207			118			308			(580	)		53


Total revenues			490			948			1,984			(580	)		2,842
Cost of goods sold			415			723			1,771			(578	)		2,331


Gross profit			75			225			213			(2	)		511
Selling, general and administrative			37			38			161			—			236
Research and development			12			9			14			—			35
Other operating (income) expense			(8	)		(7	)		14			—			(1	)
Restructuring, impairment and plant closing costs			2			3			32			—			37


Operating income (loss)			32			182			(8	)		(2	)		204
Interest (expense) income			(45	)		11			(17	)		—			(51	)
Equity in (loss) income of investment in affiliates and subsidiaries			(3	)		(23	)		2			27			3
Other income			1			—			1			(2	)		—


(Loss) income from continuing operations before income taxes			(15	)		170			(22	)		23			156
Income tax benefit (expense)			83			(168	)		5			—			(80	)


Income (loss) from continuing operations			68			2			(17	)		23			76
Income (loss) from discontinued operations, net of tax			—			1			(3	)		—			(2	)


Net income (loss)			68			3			(20	)		23			74
Net income attributable to noncontrolling interests			—			—			(6	)		—			(6	)


Net income (loss) attributable to Huntsman International LLC		$	68		$	3		$	(26	)	$	23		$	68




Net income (loss)		$	68		$	3		$	(20	)	$	23		$	74
Other comprehensive income			72			288			52			(338	)		74
Comprehensive income attributable to noncontrolling interests			—			—			(8	)		—			(8	)


Comprehensive income attributable to Huntsman International LLC		$	140		$	291		$	24		$	(315	)	$	140





NINE MONTHS ENDED SEPTEMBER 30, 2014
(In Millions)


		Parent			Guarantors			Nonguarantors			Eliminations			Consolidated
		Company												Huntsman
														International
														LLC
Revenues:
Trade sales, services and fees, net		$	907		$	2,388		$	5,138		$	—		$	8,433
Related party sales			242			380			1,053			(1,481	)		194


Total revenues			1,149			2,768			6,191			(1,481	)		8,627
Cost of goods sold			944			2,174			5,517			(1,485	)		7,150


Gross profit			205			594			674			4			1,477
Selling, general and administrative			126			110			460			—			696
Research and development			36			30			47			—			113
Other operating (income) expense			(13	)		(6	)		17			—			(2	)
Restructuring, impairment and plant closing costs			5			5			81			—			91


Operating income			51			455			69			4			579
Interest (expense) income			(142	)		27			(40	)		—			(155	)
Equity in income of investment in affiliates and subsidiaries			323			2			6			(325	)		6
Other income			2			—			—			(2	)		—


Income from continuing operations before income taxes			234			484			35			(323	)		430
Income tax benefit (expense)			139			(160	)		(8	)		—			(29	)


Income from continuing operations			373			324			27			(323	)		401
Income (loss) from discontinued operations, net of tax			2			—			(9	)		—			(7	)


Net income			375			324			18			(323	)		394
Net income attributable to noncontrolling interests			—			—			(15	)		(4	)		(19	)


Net income attributable to Huntsman International LLC		$	375		$	324		$	3		$	(327	)	$	375




Net income		$	375		$	324		$	18		$	(323	)	$	394
Other comprehensive (loss) income			(61	)		62			(77	)		8			(68	)
Comprehensive income attributable to noncontrolling interests			—			—			(8	)		(4	)		(12	)


Comprehensive income (loss) attributable to Huntsman International LLC		$	314		$	386		$	(67	)	$	(319	)	$	314





NINE MONTHS ENDED SEPTEMBER 30, 2013
(In Millions)


		Parent			Guarantors			Nonguarantors			Eliminations			Consolidated
		Company												Huntsman
														International
														LLC
Revenues:
Trade sales, services and fees, net		$	798		$	2,434		$	4,966		$	—		$	8,198
Related party sales			592			357			943			(1,716	)		176


Total revenues			1,390			2,791			5,909			(1,716	)		8,374
Cost of goods sold			1,208			2,206			5,353			(1,713	)		7,054


Gross profit			182			585			556			(3	)		1,320
Selling, general and administrative			112			111			469			—			692
Research and development			38			28			39			—			105
Other operating (income) expense			—			(3	)		9			—			6
Restructuring, impairment and plant closing costs			9			14			87			—			110


Operating income (loss)			23			435			(48	)		(3	)		407
Interest (expense) income			(139	)		32			(49	)		—			(156	)
Equity in income (loss) of investment in affiliates and subsidiaries			204			(110	)		5			(93	)		6
Loss on early extinguishment of debt			(35	)		—			—			—			(35	)
Other income			2			—			2			(2	)		2


Income (loss) from continuing operations before income taxes			55			357			(90	)		(98	)		224
Income tax benefit (expense)			39			(149	)		4			—			(106	)


Income (loss) from continuing operations			94			208			(86	)		(98	)		118
Income (loss) from discontinued operations, net of tax			—			1			(5	)		—			(4	)


Net income (loss)			94			209			(91	)		(98	)		114
Net income attributable to noncontrolling interests			—			—			(20	)		—			(20	)


Net income (loss) attributable to Huntsman International LLC		$	94		$	209		$	(111	)	$	(98	)	$	94




Net income (loss)		$	94		$	209		$	(91	)	$	(98	)	$	114
Other comprehensive income			33			109			9			(119	)		32
Comprehensive income attributable to noncontrolling interests			—			—			(19	)		—			(19	)


Comprehensive income (loss) attributable to Huntsman International LLC		$	127		$	318		$	(101	)	$	(217	)	$	127




CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (UNAUDITED)	'

	NINE MONTHS ENDED SEPTEMBER 30, 2014
	(In Millions)


			Parent			Guarantors			Nonguarantors			Eliminations			Consolidated
			Company												Huntsman
															International
															LLC
	Net cash (used in) provided by operating activities		$	(50	)	$	135		$	254		$	(1	)	$	338


	Investing activities:
	Capital expenditures			(50	)		(122	)		(179	)		—			(351	)
	Cash received from unconsolidated affiliates			—			38			—			—			38
	Investment in affiliate			(45	)		(10	)		—			55			—
	Investment in unconsolidated affiliates			—			(25	)		(12	)		—			(37	)
	Proceeds from sale of businesses/assets			3			—			12			—			15
	Increase in receivable from affiliate			(4	)		—			—			—			(4	)
	Other, net			—			—			(2	)		—			(2	)


	Net cash used in investing activities			(96	)		(119	)		(181	)		55			(341	)


	Financing activities:
	Net repayments under revolving loan facilities			—			—			(1	)		—			(1	)
	Net borrowings on overdraft facilities			—			—			2			—			2
	Repayments of short-term debt			—			—			(8	)		—			(8	)
	Borrowings on short-term debt			—			—			10			—			10
	Repayments of long-term debt			(13	)		—			(29	)		—			(42	)
	Proceeds from issuance of long-term debt			204			—			—			—			204
	Repayments of notes payable to affiliate			(65	)		—			—			—			(65	)
	Repayments of notes payable			(24	)		—			(1	)		—			(25	)
	Borrowings on notes payable			31			—			1			—			32
	Debt issuance costs paid			(39	)		—			—			—			(39	)
	Contingent consideration paid for acquisition			(6	)		—			—			—			(6	)
	Contribution from parent			—			10			70			(80	)		—
	Distribution to parent			—			(25	)		—			25			—
	Dividends paid to parent			(91	)		(1	)		—			1			(91	)
	Cash received for a noncontrolling interest of a subsidiary			—			—			5			—			5
	Other, net			—			—			(2	)		—			(2	)


	Net cash (used in) provided by financing activities			(3	)		(16	)		47			(54	)		(26	)
	Effect of exchange rate changes on cash			—			—			(6	)		—			(6	)


	(Decrease) increase in cash and cash equivalents			(149	)		—			114			—			(35	)
	Cash and cash equivalents at beginning of period			308			—			207			—			515


	Cash and cash equivalents at end of period		$	159		$	—		$	321		$	—		$	480







	NINE MONTHS ENDED SEPTEMBER 30, 2013
	(In Millions)


		Parent			Guarantors			Nonguarantors			Eliminations			Consolidated
		Company												Huntsman
														International
														LLC
Net cash (used in) provided by operating activities		$	(13	)	$	108		$	288		$	(1	)	$	382


Investing activities:
Capital expenditures			(35	)		(76	)		(184	)		—			(295	)
Cash received from unconsolidated affiliates			—			48			—			—			48
Investment in affiliate			(23	)		(8	)		—			31			—
Investment in unconsolidated affiliates			—			(44	)		(32	)		—			(76	)
Acquisition of a business, net of cash acquired			(66	)		—			—			—			(66	)
Proceeds from sale of businesses/assets			—			(3	)		2			—			(1	)
Increase in receivable from affiliate			(16	)		—			—			—			(16	)
Other, net			—			—			2			—			2


Net cash used in investing activities			(140	)		(83	)		(212	)		31			(404	)


Financing activities:
Net repayments under revolving loan facilities			—			—			(3	)		—			(3	)
Net repayments on overdraft facilities			—			—			(2	)		—			(2	)
Repayments of short-term debt			—			—			(18	)		—			(18	)
Borrowings on short-term debt			—			—			14			—			14
Repayments of long-term debt			(393	)		—			(66	)		—			(459	)
Proceeds from issuance of long-term debt			570			—			2			—			572
Proceeds from notes payable to affiliate			177			—			—			—			177
Repayments of notes payable			(24	)		—			(6	)		—			(30	)
Borrowings on notes payable			33			—			1			—			34
Debt issuance costs paid			(4	)		—			—			—			(4	)
Call premiums and other costs related to early extinguishment of debt			(4	)		—			—			—			(4	)
Contribution from parent			—			8			57			(65	)		—
Distribution to parent			—			(34	)		—			34			—
Dividends paid to parent			(90	)		(1	)		—			1			(90	)
Excess tax benefit related to stock-based compensation			4			—			—			—			4
Other, net			1			—			—			—			1


Net cash provided by (used in) financing activities			270			(27	)		(21	)		(30	)		192
Effect of exchange rate changes on cash			—			—			(2	)		—			(2	)


Increase (decrease) in cash and cash equivalents			117			(2	)		53			—			168
Cash and cash equivalents at beginning of period			7			2			201			—			210


Cash and cash equivalents at end of period		$	124		$	—		$	254		$	—		$	378

GENERAL_Details

GENERAL (Details) (USD $)	9 Months Ended	3 Months Ended	0 Months Ended
In Millions, unless otherwise specified	Sep. 30, 2014	Sep. 30, 2014	Oct. 01, 2014
	item	Port Neches, Texas	Rockwood Holdings, Inc.
GENERAL	'	'	'
Percentage of holding in subsidiaries	100.00%	'	'
Number of business segments	5	'	'
GENERAL	'	'	'
Cash payments	'	'	$1,040
Number of weeks production unit was disrupted	'	'21 days	'

BUSINESS_COMBINATIONS_Details

BUSINESS COMBINATIONS (Details) (USD $)

9 Months Ended

0 Months Ended

9 Months Ended

0 Months Ended

3 Months Ended

9 Months Ended

0 Months Ended

3 Months Ended

9 Months Ended

In Millions, unless otherwise specified

Sep. 30, 2014

Dec. 31, 2013

Sep. 30, 2014

Dec. 31, 2013

Oct. 01, 2014

Sep. 30, 2014

Aug. 29, 2013

Sep. 30, 2013

Sep. 30, 2014

Sep. 30, 2013

Aug. 29, 2013

Sep. 30, 2013

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

Rockwood Acquisition

Oxid

Selling, general and administrative expenses

Developed technology

Customer relationships

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

BUSINESS COMBINATIONS

Business acquisition transaction costs

$10

Acquisition cost

Earn-out period

'2 years

Contingent consideration paid for acquisition

Cash payments

1,040

Contingent consideration related to the earn-out agreement

Acquisition cost

Fair value of assets acquired and liabilities assumed:

Cash

Accounts receivable

248

Inventories

485

Prepaid expenses and other current assets

Property, plant and equipment

423

Intangible assets

188

Deferred income taxes, non-current

106

Other assets

Accounts payable

-154

-4

Accrued compensation

-45

Accrued expenses and other current liabilities

-45

-1

Long-term debt, current

-2

Long-term debt, non-current

-4

Pension and related liabilities

-240

Other liabilities

-30

Total fair value of net assets acquired

1,039

Goodwill

126

131

126

131

Amortization period

'15 years

Estimated pro forma revenues and net income (loss) attributable to business acquisition

Revenues

2,868

8,446

2,868

8,446

Net income attributable to business acquisition

$67

$94

$71

$101

INVENTORIES_Details

INVENTORIES (Details) (USD $)	Sep. 30, 2014		Dec. 31, 2013
In Millions, unless otherwise specified	Sep. 30, 2014		Dec. 31, 2013
Inventories	'		'
Raw materials and supplies	$424		$433
Work in progress	78		92
Finished goods	1,365		1,290
Total	1,867		1,815
LIFO reserves	-79		-74
Net	$1,788	[1]	$1,741	[1]
Percentage of inventories recorded using the LIFO cost method	12.00%		11.00%

[1]	At September 30, 2014 and December 31, 2013, respectively, $42 and $39 of cash and cash equivalents, $10 and $9 of restricted cash, $43 and $41 of accounts and notes receivable (net), $64 and $54 of inventories, $5 and $3 of other current assets, $343 and $369 of property, plant and equipment (net), $17 each of intangible assets (net), $27 and $28 of other noncurrent assets, $82 and $73 of accounts payable, $30 and $32 of accrued liabilities, $176 and $183 of current portion of debt, $45 and $64 of long- term debt, and $33 and $45 of other noncurrent liabilities from consolidated variable interest entities are included in the respective Balance Sheet captions above. See ?Note 5. Variable Interest Entities.?

VARIABLE_INTEREST_ENTITIES_Det

VARIABLE INTEREST ENTITIES (Details) (USD $)	9 Months Ended
In Millions, unless otherwise specified	Sep. 30, 2014		Dec. 31, 2013
	item		Dec. 31, 2013
Identification of variable interest entities through investments and transactions	'		'
Noncontrolling interest (as a percent)	100.00%		'
Assets and liabilities of VIE	'		'
Current assets	$4,494		$4,159
Property, plant and equipment, net	3,703	[1]	3,824	[1]
Other noncurrent assets	506	[1]	458	[1]
Deferred income taxes	217		243
Each of intangible assets (net)	71	[1]	87	[1]
Goodwill	126		131
Total assets	9,409		9,188
Current liabilities	2,122		2,159
Long-term debt	3,752	[1]	3,633	[1]
Deferred income taxes	295		313
Other noncurrent liabilities	838	[1]	948	[1]
Total liabilities	7,013		7,059
Consolidated VIE's	'		'
Identification of variable interest entities through investments and transactions	'		'
Number of joint ventures	4		'
Assets and liabilities of VIE	'		'
Property, plant and equipment, net	343		369
Other noncurrent assets	27		28
Each of intangible assets (net)	17		17
Long-term debt	44		64
Other noncurrent liabilities	33		45
Rubicon LLC, Pacific Iron Products, Arabian Amines and Sasol Huntsman GmbH and Co. KG	'		'
Assets and liabilities of VIE	'		'
Current assets	186		147
Property, plant and equipment, net	343		369
Other noncurrent assets	68		76
Deferred income taxes	28		28
Each of intangible assets (net)	17		17
Goodwill	15		16
Total assets	657		653
Current liabilities	353		330
Long-term debt	51		72
Deferred income taxes	9		9
Other noncurrent liabilities	32		45
Total liabilities	$445		$456
Sasol Huntsman GmbH and Co. KG	'		'
Identification of variable interest entities through investments and transactions	'		'
Noncontrolling interest (as a percent)	50.00%		'

[1]	At September 30, 2014 and December 31, 2013, respectively, $42 and $39 of cash and cash equivalents, $10 and $9 of restricted cash, $43 and $41 of accounts and notes receivable (net), $64 and $54 of inventories, $5 and $3 of other current assets, $343 and $369 of property, plant and equipment (net), $17 each of intangible assets (net), $27 and $28 of other noncurrent assets, $82 and $73 of accounts payable, $30 and $32 of accrued liabilities, $176 and $183 of current portion of debt, $45 and $64 of long- term debt, and $33 and $45 of other noncurrent liabilities from consolidated variable interest entities are included in the respective Balance Sheet captions above. See ?Note 5. Variable Interest Entities.?

RESTRUCTURING_IMPAIRMENT_AND_P2

RESTRUCTURING, IMPAIRMENT AND PLANT CLOSING COSTS (Details) (USD $)

3 Months Ended

9 Months Ended

3 Months Ended

9 Months Ended

In Millions, unless otherwise specified

Sep. 30, 2013

Sep. 30, 2014

Sep. 30, 2013

Sep. 30, 2014

2013 and prior initiatives

2014 initiatives

Workforce reductions

Demolition and decommissioning

Non-cancelable lease and contract termination costs

Other restructuring costs

item

2013 and prior initiatives

2014 initiatives

2013 and prior initiatives

Accrued restructuring costs rollforward

Accrued liabilities at the beginning of the period

$113

$52

$60

Restructuring charges

Reversal of reserves no longer required

-10

-8

-19

-7

-1

Restructuring payments

-60

-39

-5

-6

-10

Net activity of discontinued operations

-1

Foreign currency effect on liability balance

-6

-3

-4

Accrued liabilities at the end of the period

$104

$49

$53

Number of positions terminated

635

Number of positions not terminated

496

RESTRUCTURING_IMPAIRMENT_AND_P3

RESTRUCTURING, IMPAIRMENT AND PLANT CLOSING COSTS (Details 2) (USD $)	Sep. 30, 2014	Dec. 31, 2013
In Millions, unless otherwise specified	Sep. 30, 2014	Dec. 31, 2013
Accrued liabilities by initiatives	'	'
Accrued liabilities	$104	$113
2012 and prior initiatives	'	'
Accrued liabilities by initiatives	'	'
Accrued liabilities	68	95
2013 initiatives	'	'
Accrued liabilities by initiatives	'	'
Accrued liabilities	30	18
2014 initiatives	'	'
Accrued liabilities by initiatives	'	'
Accrued liabilities	$6	'

RESTRUCTURING_IMPAIRMENT_AND_P4

RESTRUCTURING, IMPAIRMENT AND PLANT CLOSING COSTS (Details 3) (USD $)

3 Months Ended

9 Months Ended

3 Months Ended

9 Months Ended

In Millions, unless otherwise specified

Sep. 30, 2013

Sep. 30, 2014

Sep. 30, 2013

Sep. 30, 2014

Dec. 31, 2013

Sep. 30, 2014

Polyurethanes

Performance Products

Advanced Materials

Textile Effects

Pigments

Discontinued Operations

Corporate and other

2013 and prior initiatives

2014 initiatives

Polyurethanes

Performance Products

Advanced Materials

Textile Effects

Pigments

Corporate and other

Textile Effects

Accrued restructuring costs rollforward

Accrued liabilities at the beginning of the period

$113

$10

$12

$68

Restructuring charges

Reversal of reserves no longer required

-10

-8

-19

-1

-4

-2

-1

Restructuring payments

-60

-3

-7

-13

-21

-3

-13

Net activity of discontinued operations

-1

Foreign currency effect on liability balance

-6

-1

-4

-1

Accrued liabilities at the end of the period

104

Current portion of restructuring reserves

Long-term portion of restructuring reserves

$56

$51

RESTRUCTURING_IMPAIRMENT_AND_P5

RESTRUCTURING, IMPAIRMENT AND PLANT CLOSING COSTS (Details 4) (USD $)	3 Months Ended		9 Months Ended
In Millions, unless otherwise specified	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Accrued restructuring costs by type of cost and initiative	'	'	'	'
Pension-related charges	'	$2	$2	$7
Reversal of reserves no longer required	'	-10	-8	-19
Noncash charges	'	6	36	7
Total restructuring, impairment and plant closing costs	39	37	91	110
Performance Products	'	'	'	'
Accrued restructuring costs by type of cost and initiative	'	'	'	'
Reversal of reserves no longer required	'	'	-1	'
Polyurethanes	'	'	'	'
Accrued restructuring costs by type of cost and initiative	'	'	'	'
Pension-related charges	'	'	'	7
Polyurethanes \| Netherlands	'	'	'	'
Accrued restructuring costs by type of cost and initiative	'	'	'	'
Noncash charges	16	'	'	'
Advanced Materials	'	'	'	'
Accrued restructuring costs by type of cost and initiative	'	'	'	'
Reversal of reserves no longer required	'	'	-4	'
Textile Effects	'	'	'	'
Accrued restructuring costs by type of cost and initiative	'	'	'	'
Restructuring charges	'	'	9	'
Noncash pension-related charges	'	'	'	6
Reversal of reserves no longer required	'	'	-2	'
Noncash charges	'	'	8	'
Corporate and other	'	'	'	'
Accrued restructuring costs by type of cost and initiative	'	'	'	'
Reversal of reserves no longer required	'	'	-1	'
Workforce reductions	'	'	'	'
Accrued restructuring costs by type of cost and initiative	'	'	'	'
Noncash pension-related charges	'	'	11	6
Reversal of reserves no longer required	'	'	-7	'
Workforce reductions \| Performance Products \| Lavera, France facility	'	'	'	'
Accrued restructuring costs by type of cost and initiative	'	'	'	'
Restructuring charges	'	'	23	'
Workforce reductions \| Performance Products \| Surfactants business, Europe	'	'	'	'
Accrued restructuring costs by type of cost and initiative	'	'	'	'
Restructuring charges	'	'	'	12
Workforce reductions \| Performance Products \| Australian operation	'	'	'	'
Accrued restructuring costs by type of cost and initiative	'	'	'	'
Restructuring charges	'	'	'	5
Workforce reductions \| Polyurethanes	'	'	'	'
Accrued restructuring costs by type of cost and initiative	'	'	'	'
Restructuring charges	'	'	'	3
Reversal of reserves no longer required	'	'	'	-7
Workforce reductions \| Advanced Materials	'	'	'	'
Accrued restructuring costs by type of cost and initiative	'	'	'	'
Restructuring charges	'	'	12	33
Workforce reductions \| Textile Effects	'	'	'	'
Accrued restructuring costs by type of cost and initiative	'	'	'	'
Restructuring charges	'	'	9	48
Workforce reductions \| Textile Effects \| Qingdao plant	'	'	'	'
Accrued restructuring costs by type of cost and initiative	'	'	'	'
Restructuring charges	'	'	6	'
Workforce reductions \| Textile Effects \| Basel, Switzerland	'	'	'	'
Accrued restructuring costs by type of cost and initiative	'	'	'	'
Reversal of reserves no longer required	'	'	'	-8
Workforce reductions \| Corporate and other	'	'	'	'
Accrued restructuring costs by type of cost and initiative	'	'	'	'
Restructuring charges	'	'	11	11
2013 and prior initiatives	'	'	'	'
Accrued restructuring costs by type of cost and initiative	'	'	'	'
Restructuring charges	9	'	60	'
2013 and prior initiatives \| Performance Products	'	'	'	'
Accrued restructuring costs by type of cost and initiative	'	'	'	'
Restructuring charges	'	'	23	'
2013 and prior initiatives \| Advanced Materials	'	'	'	'
Accrued restructuring costs by type of cost and initiative	'	'	'	'
Restructuring charges	'	'	12	'
2013 and prior initiatives \| Textile Effects	'	'	'	'
Accrued restructuring costs by type of cost and initiative	'	'	'	'
Restructuring charges	'	'	11	'
2013 and prior initiatives \| Pigments	'	'	'	'
Accrued restructuring costs by type of cost and initiative	'	'	'	'
Restructuring charges	'	'	3	'
2013 and prior initiatives \| Corporate and other	'	'	'	'
Accrued restructuring costs by type of cost and initiative	'	'	'	'
Restructuring charges	'	'	11	'
2013 and prior initiatives \| Workforce reductions	'	'	'	'
Accrued restructuring costs by type of cost and initiative	'	'	'	'
Restructuring charges	'	'	40	'
2013 and prior initiatives \| Long-term contract termination costs	'	'	'	'
Accrued restructuring costs by type of cost and initiative	'	'	'	'
Restructuring charges	'	'	4	'
2013 and prior initiatives \| Decommissioning	'	'	'	'
Accrued restructuring costs by type of cost and initiative	'	'	'	'
Restructuring charges	'	'	5	'
2012 and prior initiatives	'	'	'	'
Accrued restructuring costs by type of cost and initiative	'	'	'	'
Restructuring charges	'	25	'	87
2013 initiatives	'	'	'	'
Accrued restructuring costs by type of cost and initiative	'	'	'	'
Restructuring charges	'	14	'	28
2014 initiatives	'	'	'	'
Accrued restructuring costs by type of cost and initiative	'	'	'	'
Restructuring charges	'	'	6	'
Noncash charges	30	'	31	'
2014 initiatives \| Textile Effects	'	'	'	'
Accrued restructuring costs by type of cost and initiative	'	'	'	'
Restructuring charges	'	'	6	'
2014 initiatives \| Workforce reductions	'	'	'	'
Accrued restructuring costs by type of cost and initiative	'	'	'	'
Restructuring charges	'	'	$6	'

DEBT_Details

DEBT (Details)

Sep. 30, 2014

Dec. 31, 2013

Sep. 30, 2014

Dec. 31, 2013

Sep. 30, 2014

Dec. 31, 2013

Sep. 30, 2014

Dec. 31, 2013

Sep. 30, 2014

Dec. 31, 2013

Sep. 30, 2014

Dec. 31, 2013

Sep. 30, 2014

Dec. 31, 2013

Sep. 30, 2014

Dec. 31, 2013

Oct. 01, 2014

Sep. 30, 2014

Aug. 31, 2014

Sep. 30, 2014

Dec. 31, 2013

Sep. 30, 2014

Dec. 31, 2013

Sep. 30, 2014

Dec. 31, 2013

Sep. 30, 2014

Dec. 31, 2013

Sep. 30, 2014

Dec. 31, 2013

Sep. 30, 2014

Dec. 31, 2013

Sep. 30, 2014

Dec. 31, 2013

Sep. 30, 2014

Dec. 31, 2013

Sep. 30, 2014

Jun. 02, 2014

Oct. 01, 2014

Oct. 15, 2013

Oct. 01, 2014

USD ($)

Consolidated VIE's

Arabian Amines Company

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

Term loans

Senior Credit Facilities

Other debt instruments

Revolving Facility

Extended Term Loan B

Extended Term Loans B Series 2

Term Loan C

Intercompany Note

Accounts receivable programs

U.S. A/R Program Maturing April 2016

HPS (China) debt

Senior notes

Senior subordinated notes

2020 Senior Notes

2021 Senior Notes

Senior Subordinated Notes, March 2020

Senior Subordinated Notes, March 2021

Additional 2021 Senior Notes

New Term Loan

USD ($)

Consolidated VIE's

USD ($)

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

USD ($)

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

USD ($)

Maximum

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

USD ($)

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

Minimum

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

USD ($)

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

USD ($)

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

USD ($)

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

Occurrence of certain change of control events

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

Prior to January 15, 2021

Occurrence of certain change of control events

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

USD ($)

LIBOR

Maximum

USD ($)

LIBOR

USD ($)

LIBOR

USD ($)

LIBOR

USD ($)

Maximum

USD ($)

Minimum

USD ($)

EUR (€)

USD ($)

EUR (€)

USD ($)

EUR (€)

USD ($)

LIBOR

LIBOR Floor

LIBOR

Debt

Total debt - excluding debt to affiliates

$4,026,000,000

$3,910,000,000

$220,000,000

$247,000,000

$163,000,000

$4,026,000,000

$3,910,000,000

$220,000,000

$247,000,000

$1,339,000,000

$1,351,000,000

$1,339,000,000

$1,351,000,000

$85,000,000

$72,000,000

$85,000,000

$72,000,000

$235,000,000

$248,000,000

$235,000,000

$248,000,000

$38,000,000

$40,000,000

$38,000,000

$40,000,000

$1,219,000,000

$1,061,000,000

$1,219,000,000

$1,061,000,000

$890,000,000

$891,000,000

$890,000,000

$891,000,000

Total current portion of debt

274,000,000

[1]

277,000,000

[1]

176,000,000

183,000,000

274,000,000

[1]

277,000,000

[1]

Long-term portion

3,752,000,000

[1]

3,633,000,000

[1]

44,000,000

64,000,000

3,752,000,000

[1]

3,633,000,000

[1]

Notes payable to affiliates-current

100,000,000

Notes payable to affiliates-noncurrent

6,000,000

713,000,000

779,000,000

Total debt

4,032,000,000

3,916,000,000

4,839,000,000

4,789,000,000

647,000,000

450,000,000

350,000,000

540,000,000

190,000,000

150,000,000

1,188,000,000

Committed Amount

600,000,000

Revolving Increase provided by commitments

25,000,000

200,000,000

Principal Outstanding

952,000,000

339,000,000

50,000,000

Amount Outstanding

952,000,000

339,000,000

48,000,000

650,000,000

572,000,000

445,000,000

530,000,000

1,200,000,000

Reference rate

'USD LIBOR

'LIBOR

'U.S. A/R Program

'LIBOR

'LIBOR floor

Reference rate (as a percent)

2.50%

2.75%

2.25%

-0.25%

-0.10%

3.00%

0.75%

Amount of letter of credit and bank guarantees issued and outstanding

17,000,000

Weighted average interest rate at period end (as a percent)

3.00%

Interest rate (as a percent)

4.88%

5.13%

8.63%

Principal amount of notes issued

197,000,000

145,000,000

Maximum borrowing capacity

1,200,000,000

Percentage of amortization of the original principal amount

1.00%

Percentage of principal amount at which the entity may redeem some or all of the notes

101.00%

100.00%

101.00%

A/R Programs

Debt instrument covenant consolidated leverage ratio

3.75

Variable interest entity ownership percentage

50.00%

Outstanding loan due to Huntsman Corporation

807,000,000

Outstanding loan due from Huntsman International

807,000,000

Due from Huntsman International, current

100,000,000

Due to Huntsman Corporation, current

$100,000,000

[1]

At September 30, 2014 and December 31, 2013, respectively, $42 and $39 of cash and cash equivalents, $10 and $9 of restricted cash, $43 and $41 of accounts and notes receivable (net), $64 and $54 of inventories, $5 and $3 of other current assets, $343 and $369 of property, plant and equipment (net), $17 each of intangible assets (net), $27 and $28 of other noncurrent assets, $82 and $73 of accounts payable, $30 and $32 of accrued liabilities, $176 and $183 of current portion of debt, $45 and $64 of long- term debt, and $33 and $45 of other noncurrent liabilities from consolidated variable interest entities are included in the respective Balance Sheet captions above. See ?Note 5. Variable Interest Entities.?

DEBT_Details_2

DEBT (Details 2) (USD $)	9 Months Ended		0 Months Ended
In Millions, unless otherwise specified	Sep. 30, 2013	Sep. 30, 2013	Mar. 04, 2013
		HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES	2016 Senior Notes
			HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
Redemption of Notes and Loss on Early Extinguishment of Debt	'	'	'
Principal Amount of Notes Redeemed	'	'	$200
Amount Paid (Excluding Accrued Interest)	'	'	200
Loss on early extinguishment of debt	$35	$35	$34
Interest rate on long-term debt (as a percent)	'	'	5.50%

DERIVATIVE_INSTRUMENTS_AND_HED1

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Details)

3 Months Ended

9 Months Ended

1 Months Ended

9 Months Ended

1 Months Ended

9 Months Ended

3 Months Ended

9 Months Ended

12 Months Ended

9 Months Ended

3 Months Ended

9 Months Ended

12 Months Ended

1 Months Ended

9 Months Ended

1 Months Ended

In Millions, unless otherwise specified

Sep. 30, 2014

Dec. 31, 2009

Sep. 30, 2014

Jan. 31, 2010

Sep. 30, 2014

Dec. 31, 2009

Sep. 30, 2014

Dec. 31, 2009

Sep. 30, 2014

Dec. 31, 2009

Sep. 30, 2014

Mar. 31, 2010

Sep. 30, 2014

Mar. 15, 2015

Sep. 30, 2014

Sep. 30, 2011

Sep. 02, 2011

Sep. 30, 2011

Sep. 02, 2011

Sep. 30, 2011

USD ($)

EUR (€)

Forward foreign currency contracts

Five-year interest rate contract entered in year 2009

Five-year interest rate contract entered in year 2010

Twelve-year interest rate contract entered in year 2009

Floating to fixed interest rate contract

Caps interest rate contract

Cross Currency Interest Rate Contracts

Forward interest rate contract beginning in December, 2014 and January, 2015

Forward interest rate contract beginning in December, 2014

Forward interest rate contract beginning in January, 2015

USD ($)

Designated as Hedging Instrument

Non Designated Hedge Instrument

Sasol Huntsman GmbH and Co. KG

Designated as Hedging Instrument

USD ($)

LIBOR

USD ($)

LIBOR

USD ($)

Maximum

LIBOR

USD ($)

Maximum

LIBOR

Arabian Amines Company

USD ($)

EUR (€)

USD ($)

EUR (€)

Maximum

Eurodollar

USD ($)

EUR (€)

USD ($)

EUR (€)

USD ($)

EUR (€)

USD ($)

EUR (€)

USD ($)

LIBOR

USD ($)

EUR (€)

item

Derivative Instruments and Hedging Activities

Notional Amounts

$731

€ 575

$175

$50

$28

$50

Hedging period of interest rate contract

'5 years

'12 years

Fixed percentage to be paid under the hedge

2.60%

2.80%

5.02%

3.62%

2.50%

Variable rate basis

'one-month LIBOR

'LIBOR

'EURIBOR

'one-month LIBOR

Fair value of the hedge

Strike price (as a percent)

3.62%

Notional amount of hedge

Fair value of interest rate derivative not designated as hedging instrument recorded in liabilities

Additional (reduction of) interest expense due to changes in the fair value of the hedges

-1

Maximum maturity period of spot or forward exchange rate contracts

'1 year

Interest rate (as a percent)

8.63%

Number of counterparties

Amount paid to counterparties

350

Amount received from counterparties

255

Amount payable to counterparties on maturity of derivative contract

255

Amount receivable from counterparties on maturity of derivative contract

350

U.S. dollar interest payments to be received on March 15 and September 15 of each year

Equivalent annual rate of interest receivable (as a percent)

8.63%

U.S. dollar interest payments to be made on March 15 and September 15 of each year

Equivalent annual rate of interest payable (as a percent)

8.41%

Fair value of the swap

Amount of gain (loss) recognized on the hedge of net investments

Net euro assets

$1,229

€ 967

FAIR_VALUE_Details

FAIR VALUE (Details) (USD $)	Sep. 30, 2014	Dec. 31, 2013
In Millions, unless otherwise specified	Sep. 30, 2014	Dec. 31, 2013
Carrying Amount	'	'
Fair values of financial instruments	'	'
Non-qualified employee benefit plan investments	$21	$21
Long-term debt (including current portion)	-4,026	-3,910
Carrying Amount \| Cross Currency Interest Rate Contracts	'	'
Fair values of financial instruments	'	'
Derivative contracts - assets	30	2
Carrying Amount \| Interest rate contracts	'	'
Fair values of financial instruments	'	'
Derivative contracts - liabilities	-7	-10
Estimated Fair Value	'	'
Fair values of financial instruments	'	'
Non-qualified employee benefit plan investments	21	21
Long-term debt (including current portion)	-4,069	-4,010
Estimated Fair Value \| Cross Currency Interest Rate Contracts	'	'
Fair values of financial instruments	'	'
Derivative contracts - assets	30	2
Estimated Fair Value \| Interest rate contracts	'	'
Fair values of financial instruments	'	'
Derivative contracts - liabilities	($7)	($10)

FAIR_VALUE_Details_2

FAIR VALUE (Details 2) (USD $)

Sep. 30, 2014

Dec. 31, 2013

Sep. 30, 2014

Dec. 31, 2013

Sep. 30, 2014

Dec. 31, 2013

Sep. 30, 2014

Dec. 31, 2013

Sep. 30, 2014

Dec. 31, 2013

Sep. 30, 2014

Dec. 31, 2013

Sep. 30, 2014

Dec. 31, 2013

Sep. 30, 2014

Dec. 31, 2013

Sep. 30, 2014

Dec. 31, 2013

Sep. 30, 2014

Dec. 31, 2013

Sep. 30, 2014

Sep. 30, 2013

In Millions, unless otherwise specified

Recurring basis

Non-reoccurring basis

Estimated Fair Value

Quoted prices in active markets for identical assets (Level 1)

Significant other observable inputs (Level 2)

Cross currency interest rate contracts

Interest rate contracts

Equity mutual funds

Cross currency interest rate contracts

Interest rate contracts

Assets:

Total assets

$21

Total assets

Liabilities:

Total liabilities

-7

-10

-7

-10

Transfers from Levels 1 to 2 within the fair value hierarchy, assets

Transfers from Levels 1 and 2 within the fair value hierarchy, liabilities

Transfers from Levels 2 to 1 within the fair value hierarchy, assets

Transfers from Levels 2 and 1 within the fair value hierarchy, liabilities

Impairment of long-lived assets

$26

EMPLOYEE_BENEFIT_PLANS_Details

EMPLOYEE BENEFIT PLANS (Details) (USD $)	3 Months Ended		9 Months Ended
In Millions, unless otherwise specified	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Components of net periodic benefit cost	'	'	'	'
Contributions to pension and other postretirement benefit plans	'	'	$113	$130
Expected contributions to pension and other postretirement benefit plans during remainder of 2014	'	'	30	'
Workforce reductions	'	'	'	'
Components of net periodic benefit cost	'	'	'	'
Noncash pension-related charges	'	'	11	6
Defined Benefit Plans	'	'	'	'
Components of net periodic benefit cost	'	'	'	'
Service cost	14	18	44	51
Interest cost	36	32	110	97
Expected return on plan assets	-48	-44	-146	-130
Amortization of prior service benefit	-1	-1	-4	-4
Amortization of actuarial loss	13	19	39	59
Special termination benefits	'	2	3	7
Settlement loss	10	6	11	6
Net periodic benefit cost	24	32	57	86
Defined Benefit Plans \| HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES	'	'	'	'
Components of net periodic benefit cost	'	'	'	'
Service cost	14	17	44	51
Interest cost	36	32	110	97
Expected return on plan assets	-48	-44	-146	-130
Amortization of prior service benefit	-1	-1	-4	-4
Amortization of actuarial loss	15	22	45	64
Special termination benefits	'	2	3	7
Settlement loss	10	6	11	6
Net periodic benefit cost	26	34	63	91
Other Postretirement Benefit Plans	'	'	'	'
Components of net periodic benefit cost	'	'	'	'
Service cost	1	1	2	3
Interest cost	1	2	4	4
Amortization of prior service benefit	-1	-1	-3	-2
Amortization of actuarial loss	'	1	1	2
Net periodic benefit cost	1	3	4	7
Other Postretirement Benefit Plans \| HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES	'	'	'	'
Components of net periodic benefit cost	'	'	'	'
Service cost	1	1	2	3
Interest cost	1	2	4	4
Amortization of prior service benefit	-1	-1	-3	-2
Amortization of actuarial loss	'	1	1	2
Net periodic benefit cost	$1	$3	$4	$7

HUNTSMAN_CORPORATION_STOCKHOLD1

HUNTSMAN CORPORATION STOCKHOLDERS' EQUITY (Details) (USD $)	3 Months Ended						9 Months Ended
In Millions, except Per Share data, unless otherwise specified	Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Sep. 30, 2014	Sep. 30, 2013
COMMON STOCK DIVIDENDS	'	'	'	'	'	'	'	'
Cash dividends paid	$31	$30	$30	$30	$30	$30	$91	$90
Cash dividends paid (in dollars per share)	$0.13	$0.13	$0.13	$0.13	$0.13	$0.13	$0.38	$0.38

OTHER_COMPREHENSIVE_LOSS_INCOM2

OTHER COMPREHENSIVE (LOSS) INCOME (Details) (USD $)

3 Months Ended

9 Months Ended

3 Months Ended

9 Months Ended

12 Months Ended

9 Months Ended

12 Months Ended

3 Months Ended

9 Months Ended

In Millions, unless otherwise specified

Sep. 30, 2014

Sep. 30, 2013

Sep. 30, 2014

Sep. 30, 2013

Sep. 30, 2014

Sep. 30, 2013

Sep. 30, 2014

Sep. 30, 2013

Sep. 30, 2014

Sep. 30, 2013

Dec. 31, 2013

Dec. 31, 2012

Sep. 30, 2014

Sep. 30, 2013

Dec. 31, 2013

Dec. 31, 2012

Sep. 30, 2014

Sep. 30, 2013

Sep. 30, 2014

Sep. 30, 2013

Sep. 30, 2014

Dec. 31, 2013

Sep. 30, 2014

Sep. 30, 2013

Sep. 30, 2014

Sep. 30, 2013

Sep. 30, 2014

Sep. 30, 2013

Discontinued Operations

Foreign currency translation adjustment

Pension and other postretirement benefits adjustments, net of tax

Other comprehensive income of unconsolidated affiliates

Other, net

Amounts attributable to noncontrolling interests

Amounts attributable to Huntsman Corporation

Amount reclassified

Components of other comprehensive income

Balance at the beginning of the period

($585)

($757)

$246

$269

($851)

($1,036)

$12

($8)

($13)

($577)

($744)

Other comprehensive (loss) income before reclassifications

-106

-17

-108

-44

-7

-1

-99

-16

Amounts reclassified from accumulated other comprehensive loss

Other comprehensive (loss) income, net of tax

-91

-73

-108

-44

-7

-1

-66

Balance at the end of the period

-658

-728

-658

-728

138

225

246

269

-818

-968

-851

-1,036

-15

-14

-643

-714

Other comprehensive income (loss), tax

176

197

Prior service credit

-2

-7

-6

Actuarial loss

Settlement loss

Total before tax

Income tax expense

-5

-6

-11

-15

Net income

$194

$70

$380

$107

$16

$18

$33

$46

$19

$20

OTHER_COMPREHENSIVE_LOSS_INCOM3

OTHER COMPREHENSIVE (LOSS) INCOME (Details 2) (USD $)

3 Months Ended

9 Months Ended

3 Months Ended

9 Months Ended

12 Months Ended

9 Months Ended

12 Months Ended

3 Months Ended

9 Months Ended

3 Months Ended

9 Months Ended

3 Months Ended

9 Months Ended

12 Months Ended

9 Months Ended

12 Months Ended

3 Months Ended

9 Months Ended

In Millions, unless otherwise specified

Sep. 30, 2014

Sep. 30, 2013

Sep. 30, 2014

Sep. 30, 2013

Sep. 30, 2014

Sep. 30, 2013

Sep. 30, 2014

Sep. 30, 2013

Sep. 30, 2014

Sep. 30, 2013

Dec. 31, 2013

Dec. 31, 2012

Sep. 30, 2014

Sep. 30, 2013

Dec. 31, 2013

Dec. 31, 2012

Sep. 30, 2014

Sep. 30, 2013

Sep. 30, 2014

Sep. 30, 2013

Sep. 30, 2014

Dec. 31, 2013

Sep. 30, 2014

Sep. 30, 2013

Sep. 30, 2014

Sep. 30, 2013

Sep. 30, 2014

Sep. 30, 2013

Sep. 30, 2014

Sep. 30, 2013

Sep. 30, 2014

Sep. 30, 2013

Sep. 30, 2014

Sep. 30, 2013

Sep. 30, 2014

Sep. 30, 2013

Sep. 30, 2014

Sep. 30, 2013

Dec. 31, 2013

Dec. 31, 2012

Sep. 30, 2014

Sep. 30, 2013

Dec. 31, 2013

Dec. 31, 2012

Sep. 30, 2014

Sep. 30, 2013

Sep. 30, 2014

Sep. 30, 2013

Sep. 30, 2014

Dec. 31, 2013

Sep. 30, 2014

Sep. 30, 2013

Sep. 30, 2014

Sep. 30, 2013

Sep. 30, 2014

Sep. 30, 2013

Discontinued Operations

Foreign currency translation adjustment

Pension and other postretirement benefits adjustments, net of tax

Other comprehensive income of unconsolidated affiliates

Other, net

Amounts attributable to noncontrolling interests

Huntsman Corporation Stockholders or Huntsman International LLC Members

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

Amount reclassified

Discontinued Operations

Foreign currency translation adjustment

Pension and other postretirement benefits adjustments, net of tax

Other comprehensive income of unconsolidated affiliates

Other, net

Amounts attributable to noncontrolling interests

Huntsman Corporation Stockholders or Huntsman International LLC Members

Amount reclassified

Accumulated other comprehensive Loss components

Balance at the beginning of the period

($585)

($757)

$246

$269

($851)

($1,036)

$12

($8)

($13)

($577)

($744)

($626)

($804)

$243

$268

($883)

($1,076)

$12

($3)

($8)

($13)

($618)

($791)

Other comprehensive income before reclassifications

-106

-17

-108

-44

-7

-1

-99

-16

-106

-17

-108

-44

-7

-1

-99

-16

Amounts reclassified from accumulated other comprehensive loss

Other comprehensive (loss) income, net of tax

-91

-73

-108

-44

-7

-1

-66

-89

-68

-108

-44

-7

-1

-61

Balance at the end of the period

-658

-728

-658

-728

138

225

246

269

-818

-968

-851

-1,036

-15

-14

-643

-714

-694

-772

-694

-772

135

224

243

268

-845

-1,005

-883

-1,076

-15

-14

-679

-758

Other comprehensive income (loss), tax

176

197

101

206

113

228

Prior service credit

-2

-7

-6

-2

-7

-6

Actuarial loss

Settlement loss

Total before tax

Income tax expense

-5

-6

-11

-15

-5

-8

-12

-17

Net income

$194

$70

$380

$107

$16

$18

$33

$46

$19

$20

$204

$74

$394

$114

$18

$19

$38

$49

$19

$20

COMMITMENTS_AND_CONTINGENCIES_1

COMMITMENTS AND CONTINGENCIES (Details)	9 Months Ended					0 Months Ended			9 Months Ended
Share data in Millions, unless otherwise specified	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Oct. 14, 2014	Oct. 14, 2014	Oct. 14, 2014	Sep. 30, 2014	Sep. 30, 2014	Jul. 03, 2012
	Accepted and tendered cases	Accepted and tendered cases	Accepted cases not subject to indemnification	Accepted cases not subject to indemnification	Antitrust matters - Indirect action cases	State antitrust claims	Consumer protection claims	Unjust enrichment claims	Product Delivery Claim	Product Delivery Claim	Indemnification Matters
	USD ($)	lawsuit	USD ($)	USD ($)	USD ($)	item	item	item	USD ($)	EUR (€)
	lawsuit		lawsuit	lawsuit
	item
LEGAL MATTERS	'	'	'	'	'	'	'	'	'	'	'
Number of cases on service of complaint tendered to the prior owner	1	'	'	'	'	'	'	'	'	'	'
Experience with tendering cases	'20 years	'	'	'	'	'	'	'	'	'	'
Information about the cases	'	'	'	'	'	'	'	'	'	'	'
Unresolved at beginning of period (number of cases)	1,073	1,080	48	50	'	'	'	'	'	'	'
Tendered during period	4	6	'	'	'	'	'	'	'	'	'
Filed during period	'	'	5	2	'	'	'	'	'	'	'
Resolved during period	1	13	5	2	'	'	'	'	'	'	'
Unresolved at end of period (number of cases)	1,076	1,073	48	50	'	'	'	'	'	'	'
Payment of gross settlement costs	'	'	$531,000	$48,000	'	'	'	'	'	'	'
Accruals with respect to unasserted asbestos exposure claims	0	'	228,000	'	'	'	'	'	'	'	'
Number of states in which Plaintiffs have raised claims	'	'	'	'	'	16	10	20	'	'	'
Accrued liability relating to the cases	10,000,000	'	0	'	0	'	'	'	0	'	'
Receivable relating to indemnity protection of the cases	10,000,000	'	'	'	'	'	'	'	'	'	'
Maximum amount of claims of customer	'	'	'	'	'	'	'	'	202,000,000	153,000,000	'
Aggregate amount of current claims	'	'	'	'	'	'	'	'	149,000,000	113,000,000	'
Minimum threshold amount for insured liability	'	'	'	'	'	'	'	'	10,000,000	'	'
Minimum range of possible loss	'	'	'	'	'	'	'	'	'	0	'
Maximum range of possible loss	'	'	'	'	'	'	'	'	$149,000,000	€ 113,000,000	'
Common stock loss due to Banks' misrepresentations (in shares)	'	'	'	'	'	'	'	'	'	'	19

ENVIRONMENTAL_HEALTH_AND_SAFET1

ENVIRONMENTAL, HEALTH AND SAFETY MATTERS (Details) (USD $)	1 Months Ended	9 Months Ended		12 Months Ended
In Millions, unless otherwise specified	Jun. 30, 2007	Sep. 30, 2014	Sep. 30, 2013	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
		t
		item
ENVIRONMENTAL, HEALTH AND SAFETY MATTERS	'	'	'	'	'	'
Capital expenditures for EHS matters	'	$70	$53	'	'	'
Number of former facilities or third party sites with claims against the entity for cleanup liabilities	'	10	'	'	'	'
Number of former facilities or third party sites with claims against the entity for cleanup liabilities operated by predecessor companies	'	1	'	'	'	'
Liability related to estimated environmental remediation costs	'	21	'	'	'	'
Accrued liabilities related to environmental dispute at Star Lake Canal site	'	18	'	'	'	'
Amount receivable as indemnity protection for environmental dispute on Star Lake Canal site	'	18	'	'	'	'
Accrued environmental liabilities	'	44	'	27	'	'
Accrued environmental liabilities, classified as accrued liabilities	'	4	'	5	'	'
Accrued environmental liabilities, classified as other noncurrent liabilities	'	40	'	22	'	'
Maximum period for payment of remediation liabilities	'	'30 years	'	'	'	'
Period over which Registration, Evaluation and Authorization of Chemicals (REACH) program is phased	'11 years	'	'	'	'	'
Minimum quantity of chemical substances and isolated intermediates, companies can manufacture in or import into the EEA per year which will require registration	'	1	'	'	'	'
REACH compliance expenditures	'	'	'	$4	$8	$5

STOCKBASED_COMPENSATION_PLANS_1

STOCK-BASED COMPENSATION PLANS (Details) (USD $)	3 Months Ended		9 Months Ended
In Millions, except Share data, unless otherwise specified	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
STOCK-BASED COMPENSATION PLANS	'	'	'	'
Authorized number of shares to be granted under the Stock Incentive Plan	37,200,000	'	37,200,000	'
Remaining shares available for grant	9,000,000	'	9,000,000	'
Vesting period	'	'	'3 years	'
STOCK-BASED COMPENSATION PLANS	'	'	'	'
Compensation cost from continuing operations	$6	$7	$22	$21
Total income tax benefit recognized in the statements of operations for stock-based compensation arrangements	'	'	4	4
Stock options	'	'	'	'
Weighted average of the assumptions utilized for stock options granted	'	'	'	'
Dividend yield (as a percent)	'	2.90%	2.40%	2.80%
Expected volatility (as a percent)	'	60.90%	60.30%	62.50%
Risk-free interest rate (as a percent)	'	1.80%	1.70%	1.00%
Expected life of stock options granted during the period	'	'5 years 7 months 6 days	'5 years 8 months 12 days	'5 years 7 months 6 days
Option Awards, Shares	'	'	'	'
Outstanding at the beginning of the period (in shares)	'	'	10,019,000	'
Granted (in shares)	0	'	1,116,000	'
Exercised (in shares)	'	'	-1,648,000	'
Forfeited (in shares)	'	'	-49,000	'
Outstanding at the end of the period (in shares)	9,438,000	'	9,438,000	'
Exercisable at the end of the period (in shares)	7,103,000	'	7,103,000	'
Option Awards, Weighted Average Exercise Price	'	'	'	'
Outstanding at the beginning of the period (in dollars per share)	'	'	$15.39	'
Granted (in dollars per share)	'	'	$21.22	'
Exercised (in dollars per share)	'	'	$19.22	'
Forfeited (in dollars per share)	'	'	$17.64	'
Outstanding at the end of the period (in dollars per share)	$15.39	'	$15.39	'
Exercisable at the end of the period (in dollars per share)	$14.33	'	$14.33	'
Outstanding, Weighted Average Remaining Contractual Term	'	'	'5 years 1 month 6 days	'
Exercisable, Weighted Average Remaining Contractual Term	'	'	'4 years	'
Outstanding, Aggregate Intrinsic Value	100	'	100	'
Exercisable, Aggregate Intrinsic Value	83	'	83	'
Weighted-average grant-date fair value of stock options granted (in dollars per share)	'	'	$9.63	'
Total unrecognized compensation cost related to nonvested share-based compensation arrangements granted under the Stock Incentive Plan	14	'	14	'
Weighted-average period over which cost is expected to be recognized	'	'	'1 year 10 months 24 days	'
Total intrinsic value of stock options exercised	'	'	12	12
Stock options \| Maximum	'	'	'	'
STOCK-BASED COMPENSATION PLANS	'	'	'	'
Contractual term	'	'	'10 years	'
HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES	'	'	'	'
STOCK-BASED COMPENSATION PLANS	'	'	'	'
Compensation cost from continuing operations	6	7	21	20
Total income tax benefit recognized in the statements of operations for stock-based compensation arrangements	'	'	$4	$4

STOCKBASED_COMPENSATION_PLANS_2

STOCK-BASED COMPENSATION PLANS (Details 2) (USD $)	9 Months Ended
In Millions, except Share data, unless otherwise specified	Sep. 30, 2014	Sep. 30, 2013
Nonvested shares	'	'
Weighted Average Grant-Date Fair Value	'	'
Total unrecognized compensation cost related to nonvested share-based compensation arrangements granted under the Stock Incentive Plan	$27	'
Weighted-average period over which cost is expected to be recognized	'1 year 10 months 24 days	'
Value of share awards vested	$19	$18
Equity Awards	'	'
Nonvested shares	'	'
Nonvested at the beginning of the period (in shares)	1,830,000	'
Granted (in shares)	730,000	'
Vested (in shares)	-723,000	'
Forfeited (in shares)	-17,000	'
Nonvested at the end of the period (in shares)	1,820,000	'
Weighted Average Grant-Date Fair Value	'	'
Nonvested at the beginning of the period (in dollars per share)	$15.31	'
Granted (in dollars per share)	$21.22	'
Vested (in dollars per share)	$16.08	'
Forfeited (in dollars per share)	$18.27	'
Nonvested at the end of the period (in dollars per share)	$17.35	'
Liability Awards	'	'
Nonvested shares	'	'
Nonvested at the beginning of the period (in shares)	574,000	'
Granted (in shares)	237,000	'
Vested (in shares)	-284,000	'
Forfeited (in shares)	-24,000	'
Nonvested at the end of the period (in shares)	503,000	'
Weighted Average Grant-Date Fair Value	'	'
Nonvested at the beginning of the period (in dollars per share)	$16.03	'
Granted (in dollars per share)	$21.22	'
Vested (in dollars per share)	$15.98	'
Forfeited (in dollars per share)	$16.59	'
Nonvested at the end of the period (in dollars per share)	$18.48	'
Restricted stock units	'	'
Nonvested shares	'	'
Vested (in shares)	-44,534	'
Weighted Average Grant-Date Fair Value	'	'
The number of restricted stock units vested at the balance sheet date (in shares)	388,299	'

INCOME_TAXES_Details

INCOME TAXES (Details) (USD $)	3 Months Ended		9 Months Ended
In Millions, unless otherwise specified	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
INCOME TAXES	'	'	'	'
Income tax expense	($40)	$81	$39	$105
Benefit of U.S. foreign tax credits	94	'	'	'
Decrease in valuation allowance due to restructuring	'	'	7	'
Income tax expense without foreign tax credits	'	'	133	'
Effective tax rate (as a percent)	'	'	35.00%	'
Net increase in unrecognized tax benefits with a corresponding income tax expense	'	'	4	4
Luxembourg	'	'	'	'
INCOME TAXES	'	'	'	'
Change in valuation allowance	'	'	8	7
Italy	'	'	'	'
INCOME TAXES	'	'	'	'
Change in valuation allowance	'	'	1	'
Huntsman International	'	'	'	'
INCOME TAXES	'	'	'	'
Income tax expense	-51	80	29	106
Benefit of U.S. foreign tax credits	105	'	'	'
Income tax expense without foreign tax credits	'	'	$134	'
Effective tax rate (as a percent)	'	'	35.00%	'

NET_INCOME_PER_SHARE_Details

NET INCOME PER SHARE (Details) (USD $)	3 Months Ended		9 Months Ended
In Millions, unless otherwise specified	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Basic and diluted income from continuing operations:	'	'	'	'
Income from continuing operations attributable to Huntsman Corporation	$188	$66	$368	$91
Basic and diluted net income:	'	'	'	'
Net income attributable to Huntsman Corporation	$188	$64	$361	$87
Shares (denominator):	'	'	'	'
Weighted average shares outstanding	242.6	239.8	241.8	239.5
Dilutive securities:	'	'	'	'
Stock-based awards (in shares)	4.1	2.7	3.9	2.6
Total weighted average shares outstanding, including dilutive shares	246.7	242.5	245.7	242.1

NET_INCOME_PER_SHARE_Details_2

NET INCOME PER SHARE (Details 2) (Outstanding stock-based awards)	3 Months Ended		9 Months Ended
In Millions, unless otherwise specified	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Outstanding stock-based awards	'	'	'	'
Antidilutive shares not included in the computation of income (loss) per share	'	'	'	'
Weighted average equivalent shares	1.1	7.6	1	7.5

OPERATING_SEGMENT_INFORMATION_1

OPERATING SEGMENT INFORMATION (Details) (USD $)	3 Months Ended		9 Months Ended
In Millions, unless otherwise specified	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
	Sep. 30, 2014	Sep. 30, 2013	item	Sep. 30, 2013
OPERATING SEGMENT INFORMATION	'	'	'	'
Number of segments	'	'	5	'
Operating segment information	'	'	'	'
Revenues	$2,884	$2,842	$8,627	$8,374
Segment EBITDA	293	303	881	664
Interest expense	-49	-48	-148	-146
Income tax benefit (expense)-continuing operations	40	-81	-39	-105
Income tax benefit -discontinued operations	'	'	2	'
Depreciation and amortization	-96	-110	-335	-326
Net income attributable to Huntsman Corporation or Huntsman International LLC	188	64	361	87
Subtotal	'	'	'	'
Operating segment information	'	'	'	'
Segment EBITDA	293	305	890	667
Discontinued Operations	'	'	'	'
Operating segment information	'	'	'	'
Segment EBITDA	'	-2	-9	-3
Operating segments \| Polyurethanes	'	'	'	'
Operating segment information	'	'	'	'
Revenues	1,321	1,306	3,831	3,734
Segment EBITDA	162	203	506	533
Operating segments \| Performance Products	'	'	'	'
Operating segment information	'	'	'	'
Revenues	762	779	2,360	2,278
Segment EBITDA	123	106	332	260
Operating segments \| Advanced Materials	'	'	'	'
Operating segment information	'	'	'	'
Revenues	310	309	953	966
Segment EBITDA	51	33	142	60
Operating segments \| Textile Effects	'	'	'	'
Operating segment information	'	'	'	'
Revenues	221	198	693	602
Segment EBITDA	3	-18	25	-54
Operating segments \| Pigments	'	'	'	'
Operating segment information	'	'	'	'
Revenues	318	310	976	974
Segment EBITDA	6	27	31	55
Eliminations	'	'	'	'
Operating segment information	'	'	'	'
Revenues	-48	-60	-186	-180
Corporate and other	'	'	'	'
Operating segment information	'	'	'	'
Segment EBITDA	-52	-46	-146	-187
HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES	'	'	'	'
Operating segment information	'	'	'	'
Revenues	2,884	2,842	8,627	8,374
Segment EBITDA	292	303	879	664
Interest expense	-52	-51	-155	-156
Income tax benefit (expense)-continuing operations	51	-80	-29	-106
Income tax benefit -discontinued operations	'	'	2	'
Depreciation and amortization	-93	-104	-322	-308
Net income attributable to Huntsman Corporation or Huntsman International LLC	198	68	375	94
HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES \| Subtotal	'	'	'	'
Operating segment information	'	'	'	'
Segment EBITDA	292	305	888	667
HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES \| Discontinued Operations	'	'	'	'
Operating segment information	'	'	'	'
Segment EBITDA	'	-2	-9	-3
HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES \| Operating segments \| Polyurethanes	'	'	'	'
Operating segment information	'	'	'	'
Segment EBITDA	162	203	506	533
HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES \| Operating segments \| Performance Products	'	'	'	'
Operating segment information	'	'	'	'
Segment EBITDA	123	106	332	260
HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES \| Operating segments \| Advanced Materials	'	'	'	'
Operating segment information	'	'	'	'
Segment EBITDA	51	33	142	60
HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES \| Operating segments \| Textile Effects	'	'	'	'
Operating segment information	'	'	'	'
Segment EBITDA	3	-18	25	-54
HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES \| Operating segments \| Pigments	'	'	'	'
Operating segment information	'	'	'	'
Segment EBITDA	6	27	31	55
HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES \| Corporate and other	'	'	'	'
Operating segment information	'	'	'	'
Segment EBITDA	($53)	($46)	($148)	($187)

CONDENSED_CONSOLIDATING_FINANC2

CONDENSED CONSOLIDATING FINANCIAL INFORMATION OF HUNTSMAN INTERNATIONAL LLC (UNAUDITED) (Details) (USD $)	Sep. 30, 2014		Dec. 31, 2013		Sep. 30, 2013	Dec. 31, 2012
In Millions, unless otherwise specified	Sep. 30, 2014		Dec. 31, 2013		Sep. 30, 2013	Dec. 31, 2012
Condensed consolidating balance sheets	'		'		'	'
Percentage of holding in subsidiaries	100.00%		'		'	'
Current assets:	'		'		'	'
Cash and cash equivalents	$582	[1]	$520	[1]	$397	$387
Restricted cash	10	[1]	9	[1]	'	'
Accounts and notes receivable, net	1,639	[1]	1,542	[1]	'	'
Accounts receivable from affiliates	37		33		'	'
Inventories	1,788	[1]	1,741	[1]	'	'
Prepaid expenses	91		61		'	'
Deferred income taxes	52		53		'	'
Other current assets	295	[1]	200	[1]	'	'
Total current assets	4,494		4,159		'	'
Property, plant and equipment, net	3,703	[1]	3,824	[1]	'	'
Investment in unconsolidated affiliates	292		285		'	'
Each of intangible assets (net)	71	[1]	87	[1]	'	'
Goodwill	126		131		'	'
Deferred income taxes	217		243		'	'
Notes receivable from affiliates	'		1		'	'
Other noncurrent assets	506	[1]	458	[1]	'	'
Total assets	9,409		9,188		'	'
Current liabilities:	'		'		'	'
Accounts payable	1,133	[1]	1,067	[1]	'	'
Accounts payable to affiliates	43		46		'	'
Accrued liabilities	629	[1]	726	[1]	'	'
Deferred income taxes	43		43		'	'
Current portion of debt	274	[1]	277	[1]	'	'
Total current liabilities	2,122		2,159		'	'
Long-term debt	3,752	[1]	3,633	[1]	'	'
Notes payable to affiliates	6		6		'	'
Deferred income taxes	295		313		'	'
Other noncurrent liabilities	838	[1]	948	[1]	'	'
Total liabilities	7,013		7,059		'	'
Huntsman International LLC members' equity	'		'		'	'
Accumulated (deficit) income	-425		-687		'	'
Accumulated other comprehensive (loss) income	-643		-577		'	'
Noncontrolling interests in subsidiaries	162		149		'	'
Total liabilities and equity	9,409		9,188		'	'
HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES	'		'		'	'
Current assets:	'		'		'	'
Cash and cash equivalents	480	[1]	515	[1]	378	210
Restricted cash	10	[1]	9	[1]	'	'
Accounts and notes receivable, net	1,639	[1]	1,542	[1]	'	'
Accounts receivable from affiliates	340		325		'	'
Inventories	1,788	[1]	1,741	[1]	'	'
Prepaid expenses	90		61		'	'
Deferred income taxes	52		53		'	'
Other current assets	288	[1]	200	[1]	'	'
Total current assets	4,687		4,446		'	'
Property, plant and equipment, net	3,651	[1]	3,759	[1]	'	'
Investment in unconsolidated affiliates	292		285		'	'
Each of intangible assets (net)	72	[1]	88	[1]	'	'
Goodwill	126		131		'	'
Deferred income taxes	217		243		'	'
Notes receivable from affiliates	'		1		'	'
Other noncurrent assets	505	[1]	458	[1]	'	'
Total assets	9,550		9,411		'	'
Current liabilities:	'		'		'	'
Accounts payable	1,133	[1]	1,067	[1]	'	'
Accounts payable to affiliates	58		53		'	'
Accrued liabilities	627	[1]	742	[1]	'	'
Deferred income taxes	43		44		'	'
Note payable to affiliate	100		100		'	'
Current portion of debt	274	[1]	277	[1]	'	'
Total current liabilities	2,235		2,283		'	'
Long-term debt	3,752	[1]	3,633	[1]	'	'
Notes payable to affiliates	713		779		'	'
Deferred income taxes	286		303		'	'
Other noncurrent liabilities	832	[1]	938	[1]	'	'
Total liabilities	7,818		7,936		'	'
Huntsman International LLC members' equity	'		'		'	'
Members' equity	3,159		3,138		'	'
Accumulated (deficit) income	-910		-1,194		'	'
Accumulated other comprehensive (loss) income	-679		-618		'	'
Total Huntsman International LLC members' equity	1,570		1,326		'	'
Noncontrolling interests in subsidiaries	162		149		'	'
Total equity	1,732		1,475		1,297	1,217
Total liabilities and equity	9,550		9,411		'	'
Eliminations \| HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES	'		'		'	'
Current assets:	'		'		'	'
Accounts and notes receivable, net	6		'		'	'
Accounts receivable from affiliates	-6,158		-7,024		'	'
Inventories	-4		-7		'	'
Prepaid expenses	-33		-120		'	'
Deferred income taxes	-18		-18		'	'
Other current assets	-568		-382		'	'
Total current assets	-6,775		-7,551		'	'
Property, plant and equipment, net	1		1		'	'
Investment in unconsolidated affiliates	-6,968		-6,464		'	'
Deferred income taxes	-311		-319		'	'
Notes receivable from affiliates	-636		-680		'	'
Other noncurrent assets	-1		-1		'	'
Total assets	-14,690		-15,014		'	'
Current liabilities:	'		'		'	'
Accounts payable	7		'		'	'
Accounts payable to affiliates	-6,159		-7,024		'	'
Accrued liabilities	-602		-503		'	'
Deferred income taxes	-22		-21		'	'
Total current liabilities	-6,776		-7,548		'	'
Notes payable to affiliates	-636		-680		'	'
Deferred income taxes	47		39		'	'
Total liabilities	-7,365		-8,189		'	'
Huntsman International LLC members' equity	'		'		'	'
Members' equity	-6,756		-6,569		'	'
Accumulated (deficit) income	59		384		'	'
Accumulated other comprehensive (loss) income	-633		-641		'	'
Total Huntsman International LLC members' equity	-7,330		-6,826		'	'
Noncontrolling interests in subsidiaries	5		1		'	'
Total equity	-7,325		-6,825		'	'
Total liabilities and equity	-14,690		-15,014		'	'
Reportable legal entities \| HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES \| Parent Company	'		'		'	'
Current assets:	'		'		'	'
Cash and cash equivalents	159		308		124	7
Accounts and notes receivable, net	41		28		'	'
Accounts receivable from affiliates	1,856		2,386		'	'
Inventories	107		112		'	'
Prepaid expenses	46		70		'	'
Deferred income taxes	12		12		'	'
Other current assets	642		379		'	'
Total current assets	2,863		3,295		'	'
Property, plant and equipment, net	404		390		'	'
Investment in unconsolidated affiliates	5,773		5,393		'	'
Each of intangible assets (net)	35		48		'	'
Goodwill	-16		-17		'	'
Deferred income taxes	316		323		'	'
Notes receivable from affiliates	23		22		'	'
Other noncurrent assets	102		67		'	'
Total assets	9,500		9,521		'	'
Current liabilities:	'		'		'	'
Accounts payable	47		50		'	'
Accounts payable to affiliates	3,351		3,655		'	'
Accrued liabilities	104		138		'	'
Note payable to affiliate	100		100		'	'
Current portion of debt	37		28		'	'
Total current liabilities	3,639		3,971		'	'
Long-term debt	3,434		3,290		'	'
Notes payable to affiliates	707		772		'	'
Deferred income taxes	26		25		'	'
Other noncurrent liabilities	124		137		'	'
Total liabilities	7,930		8,195		'	'
Huntsman International LLC members' equity	'		'		'	'
Members' equity	3,159		3,138		'	'
Accumulated (deficit) income	-910		-1,194		'	'
Accumulated other comprehensive (loss) income	-679		-618		'	'
Total Huntsman International LLC members' equity	1,570		1,326		'	'
Total equity	1,570		1,326		'	'
Total liabilities and equity	9,500		9,521		'	'
Reportable legal entities \| HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES \| Guarantors	'		'		'	'
Current assets:	'		'		'	'
Cash and cash equivalents	'		'		'	2
Accounts and notes receivable, net	125		130		'	'
Accounts receivable from affiliates	4,494		4,823		'	'
Inventories	317		297		'	'
Prepaid expenses	16		64		'	'
Other current assets	5		4		'	'
Total current assets	4,957		5,318		'	'
Property, plant and equipment, net	1,010		954		'	'
Investment in unconsolidated affiliates	1,289		1,178		'	'
Each of intangible assets (net)	1		1		'	'
Goodwill	82		82		'	'
Notes receivable from affiliates	613		658		'	'
Other noncurrent assets	197		172		'	'
Total assets	8,149		8,363		'	'
Current liabilities:	'		'		'	'
Accounts payable	258		267		'	'
Accounts payable to affiliates	739		1,476		'	'
Accrued liabilities	655		517		'	'
Deferred income taxes	57		57		'	'
Total current liabilities	1,709		2,317		'	'
Deferred income taxes	214		200		'	'
Other noncurrent liabilities	141		140		'	'
Total liabilities	2,064		2,657		'	'
Huntsman International LLC members' equity	'		'		'	'
Members' equity	4,348		4,354		'	'
Accumulated (deficit) income	389		66		'	'
Accumulated other comprehensive (loss) income	1,348		1,286		'	'
Total Huntsman International LLC members' equity	6,085		5,706		'	'
Total equity	6,085		5,706		'	'
Total liabilities and equity	8,149		8,363		'	'
Reportable legal entities \| HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES \| Nonguarantors	'		'		'	'
Current assets:	'		'		'	'
Cash and cash equivalents	321		207		254	201
Restricted cash	10		9		'	'
Accounts and notes receivable, net	1,467		1,384		'	'
Accounts receivable from affiliates	148		140		'	'
Inventories	1,368		1,339		'	'
Prepaid expenses	61		47		'	'
Deferred income taxes	58		59		'	'
Other current assets	209		199		'	'
Total current assets	3,642		3,384		'	'
Property, plant and equipment, net	2,236		2,414		'	'
Investment in unconsolidated affiliates	198		178		'	'
Each of intangible assets (net)	36		39		'	'
Goodwill	60		66		'	'
Deferred income taxes	212		239		'	'
Notes receivable from affiliates	'		1		'	'
Other noncurrent assets	207		220		'	'
Total assets	6,591		6,541		'	'
Current liabilities:	'		'		'	'
Accounts payable	821		750		'	'
Accounts payable to affiliates	2,127		1,946		'	'
Accrued liabilities	470		590		'	'
Deferred income taxes	8		8		'	'
Current portion of debt	237		249		'	'
Total current liabilities	3,663		3,543		'	'
Long-term debt	318		343		'	'
Notes payable to affiliates	642		687		'	'
Deferred income taxes	-1		39		'	'
Other noncurrent liabilities	567		661		'	'
Total liabilities	5,189		5,273		'	'
Huntsman International LLC members' equity	'		'		'	'
Members' equity	2,408		2,215		'	'
Accumulated (deficit) income	-448		-450		'	'
Accumulated other comprehensive (loss) income	-715		-645		'	'
Total Huntsman International LLC members' equity	1,245		1,120		'	'
Noncontrolling interests in subsidiaries	157		148		'	'
Total equity	1,402		1,268		'	'
Total liabilities and equity	$6,591		$6,541		'	'

[1]	At September 30, 2014 and December 31, 2013, respectively, $42 and $39 of cash and cash equivalents, $10 and $9 of restricted cash, $43 and $41 of accounts and notes receivable (net), $64 and $54 of inventories, $5 and $3 of other current assets, $343 and $369 of property, plant and equipment (net), $17 each of intangible assets (net), $27 and $28 of other noncurrent assets, $82 and $73 of accounts payable, $30 and $32 of accrued liabilities, $176 and $183 of current portion of debt, $45 and $64 of long- term debt, and $33 and $45 of other noncurrent liabilities from consolidated variable interest entities are included in the respective Balance Sheet captions above. See ?Note 5. Variable Interest Entities.?

CONDENSED_CONSOLIDATING_FINANC3

CONDENSED CONSOLIDATING FINANCIAL INFORMATION OF HUNTSMAN INTERNATIONAL LLC (UNAUDITED) (Details 2) (USD $)	3 Months Ended		9 Months Ended
In Millions, unless otherwise specified	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Revenues:	'	'	'	'
Trade sales, services and fees, net	$2,819	$2,789	$8,433	$8,198
Related party sales	65	53	194	176
Total revenues	2,884	2,842	8,627	8,374
Cost of goods sold	2,369	2,335	7,157	7,067
Gross profit	515	507	1,470	1,307
Selling, general and administrative	227	238	700	697
Research and development	40	35	113	105
Other operating (income) expense	7	-1	-2	6
Restructuring, impairment and plant closing costs	39	37	91	110
Operating income	202	198	568	389
Interest (expense) income	-49	-48	-148	-146
Equity in (loss) income of investment in affiliates and subsidiaries	2	3	6	6
Loss on early extinguishment of debt	'	'	'	-35
Other income (loss)	-1	'	'	2
Income from continuing operations before income taxes	154	153	426	216
Income tax benefit (expense)	40	-81	-39	-105
Income from continuing operations	194	72	387	111
Loss from discontinued operations, net of tax	'	-2	-7	-4
Net income	194	70	380	107
Net income attributable to noncontrolling interests	-6	-6	-19	-20
Net income attributable to Huntsman Corporation or Huntsman International LLC	188	64	361	87
Other comprehensive income	-91	74	-73	29
Comprehensive income attributable to noncontrolling interests	-2	-8	-12	-19
Comprehensive income attributable to Huntsman Corporation or Huntsman International LLC	101	136	295	117
HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES	'	'	'	'
Revenues:	'	'	'	'
Trade sales, services and fees, net	2,819	2,789	8,433	8,198
Related party sales	65	53	194	176
Total revenues	2,884	2,842	8,627	8,374
Cost of goods sold	2,368	2,331	7,150	7,054
Gross profit	516	511	1,477	1,320
Selling, general and administrative	226	236	696	692
Research and development	40	35	113	105
Other operating (income) expense	7	-1	-2	6
Restructuring, impairment and plant closing costs	39	37	91	110
Operating income	204	204	579	407
Interest (expense) income	-52	-51	-155	-156
Equity in (loss) income of investment in affiliates and subsidiaries	2	3	6	6
Loss on early extinguishment of debt	'	'	'	-35
Other income (loss)	-1	'	'	2
Income from continuing operations before income taxes	153	156	430	224
Income tax benefit (expense)	51	-80	-29	-106
Income from continuing operations	204	76	401	118
Loss from discontinued operations, net of tax	'	-2	-7	-4
Net income	204	74	394	114
Net income attributable to noncontrolling interests	-6	-6	-19	-20
Net income attributable to Huntsman Corporation or Huntsman International LLC	198	68	375	94
Other comprehensive income	-89	74	-68	32
Comprehensive income attributable to noncontrolling interests	-2	-8	-12	-19
Comprehensive income attributable to Huntsman Corporation or Huntsman International LLC	113	140	314	127
Reportable legal entities \| HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES \| Parent Company	'	'	'	'
Revenues:	'	'	'	'
Trade sales, services and fees, net	336	283	907	798
Related party sales	66	207	242	592
Total revenues	402	490	1,149	1,390
Cost of goods sold	323	415	944	1,208
Gross profit	79	75	205	182
Selling, general and administrative	43	37	126	112
Research and development	12	12	36	38
Other operating (income) expense	-3	-8	-13	'
Restructuring, impairment and plant closing costs	3	2	5	9
Operating income	24	32	51	23
Interest (expense) income	-49	-45	-142	-139
Equity in (loss) income of investment in affiliates and subsidiaries	107	-3	323	204
Loss on early extinguishment of debt	'	'	'	-35
Other income (loss)	'	1	2	2
Income from continuing operations before income taxes	82	-15	234	55
Income tax benefit (expense)	116	83	139	39
Income from continuing operations	198	68	373	94
Loss from discontinued operations, net of tax	'	'	2	'
Net income	198	68	375	94
Net income attributable to Huntsman Corporation or Huntsman International LLC	198	68	375	94
Other comprehensive income	-84	72	-61	33
Comprehensive income attributable to Huntsman Corporation or Huntsman International LLC	114	140	314	127
Reportable legal entities \| HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES \| Guarantors	'	'	'	'
Revenues:	'	'	'	'
Trade sales, services and fees, net	772	830	2,388	2,434
Related party sales	123	118	380	357
Total revenues	895	948	2,768	2,791
Cost of goods sold	700	723	2,174	2,206
Gross profit	195	225	594	585
Selling, general and administrative	32	38	110	111
Research and development	11	9	30	28
Other operating (income) expense	1	-7	-6	-3
Restructuring, impairment and plant closing costs	3	3	5	14
Operating income	148	182	455	435
Interest (expense) income	9	11	27	32
Equity in (loss) income of investment in affiliates and subsidiaries	'	-23	2	-110
Income from continuing operations before income taxes	157	170	484	357
Income tax benefit (expense)	-54	-168	-160	-149
Income from continuing operations	103	2	324	208
Loss from discontinued operations, net of tax	'	1	'	1
Net income	103	3	324	209
Net income attributable to Huntsman Corporation or Huntsman International LLC	103	3	324	209
Other comprehensive income	-91	288	62	109
Comprehensive income attributable to Huntsman Corporation or Huntsman International LLC	12	291	386	318
Reportable legal entities \| HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES \| Nonguarantors	'	'	'	'
Revenues:	'	'	'	'
Trade sales, services and fees, net	1,711	1,676	5,138	4,966
Related party sales	341	308	1,053	943
Total revenues	2,052	1,984	6,191	5,909
Cost of goods sold	1,813	1,771	5,517	5,353
Gross profit	239	213	674	556
Selling, general and administrative	151	161	460	469
Research and development	17	14	47	39
Other operating (income) expense	9	14	17	9
Restructuring, impairment and plant closing costs	33	32	81	87
Operating income	29	-8	69	-48
Interest (expense) income	-12	-17	-40	-49
Equity in (loss) income of investment in affiliates and subsidiaries	2	2	6	5
Other income (loss)	'	1	'	2
Income from continuing operations before income taxes	19	-22	35	-90
Income tax benefit (expense)	-11	5	-8	4
Income from continuing operations	8	-17	27	-86
Loss from discontinued operations, net of tax	'	-3	-9	-5
Net income	8	-20	18	-91
Net income attributable to noncontrolling interests	-5	-6	-15	-20
Net income attributable to Huntsman Corporation or Huntsman International LLC	3	-26	3	-111
Other comprehensive income	-96	52	-77	9
Comprehensive income attributable to noncontrolling interests	-1	-8	-8	-19
Comprehensive income attributable to Huntsman Corporation or Huntsman International LLC	-89	24	-67	-101
Eliminations \| HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES	'	'	'	'
Revenues:	'	'	'	'
Related party sales	-465	-580	-1,481	-1,716
Total revenues	-465	-580	-1,481	-1,716
Cost of goods sold	-468	-578	-1,485	-1,713
Gross profit	3	-2	4	-3
Operating income	3	-2	4	-3
Equity in (loss) income of investment in affiliates and subsidiaries	-107	27	-325	-93
Other income (loss)	-1	-2	-2	-2
Income from continuing operations before income taxes	-105	23	-323	-98
Income from continuing operations	-105	23	-323	-98
Net income	-105	23	-323	-98
Net income attributable to noncontrolling interests	-1	'	-4	'
Net income attributable to Huntsman Corporation or Huntsman International LLC	-106	23	-327	-98
Other comprehensive income	182	-338	8	-119
Comprehensive income attributable to noncontrolling interests	-1	'	-4	'
Comprehensive income attributable to Huntsman Corporation or Huntsman International LLC	$76	($315)	($319)	($217)

CONDENSED_CONSOLIDATING_FINANC4

CONDENSED CONSOLIDATING FINANCIAL INFORMATION OF HUNTSMAN INTERNATIONAL LLC (UNAUDITED) (Details 3) (USD $)	3 Months Ended		9 Months Ended
In Millions, unless otherwise specified	Sep. 30, 2014		Sep. 30, 2014		Sep. 30, 2013
Condensed consolidating statements of cash flows	'		'		'
Net cash (used in) provided by operating activities	'		$343		$388
Investing activities:	'		'		'
Capital expenditures	'		-351		-295
Cash received from unconsolidated affiliates	'		38		48
Investment in unconsolidated affiliates	'		-37		-76
Acquisition of a business, net of cash acquired	'		'		-66
Proceeds from sale of businesses/assets	'		15		-1
Other, net	'		-2		2
Net cash used in investing activities	'		-337		-388
Financing activities:	'		'		'
Net repayments under revolving loan facilities	'		-1		-3
Net repayments on overdraft facilities	'		2		-2
Repayments of short-term debt	'		-8		-18
Borrowings on short-term debt	'		10		14
Repayments of long-term debt	'		-42		-459
Proceeds from issuance of long-term debt	'		204		572
Repayments of notes payable	'		-25		-30
Borrowings on notes payable	'		32		34
Debt issuance costs paid	'		-39		-4
Contingent consideration paid for acquisition	'		-6		'
Call premiums and other costs related to early extinguishment of debt	'		'		-4
Cash received for a noncontrolling interest of a subsidiary	'		5		'
Excess tax benefit related to stock-based compensation	'		'		4
Other, net	'		-4		'
Net cash (used in) provided by financing activities	'		62		12
Effect of exchange rate changes on cash	'		-6		-2
Increase (Decrease) in cash and cash equivalents	'		62		10
Cash and cash equivalents at beginning of period	'		520	[1]	387
Cash and cash equivalents at end of period	582	[1]	582	[1]	397
Intercompany notes as a noncash transaction between guarantor and nonguarantors entities capitalized	116		'		'
HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES	'		'		'
Condensed consolidating statements of cash flows	'		'		'
Net cash (used in) provided by operating activities	'		338		382
Investing activities:	'		'		'
Capital expenditures	'		-351		-295
Cash received from unconsolidated affiliates	'		38		48
Investment in unconsolidated affiliates	'		-37		-76
Acquisition of a business, net of cash acquired	'		'		-66
Proceeds from sale of businesses/assets	'		15		-1
Increase in receivable from affiliate	'		-4		-16
Other, net	'		-2		2
Net cash used in investing activities	'		-341		-404
Financing activities:	'		'		'
Net repayments under revolving loan facilities	'		-1		-3
Net repayments on overdraft facilities	'		2		-2
Repayments of short-term debt	'		-8		-18
Borrowings on short-term debt	'		10		14
Repayments of long-term debt	'		-42		-459
Proceeds from issuance of long-term debt	'		204		572
Repayments of notes payable to affiliate	'		-65		'
Proceeds from notes payable to affiliate	'		'		177
Repayments of notes payable	'		-25		-30
Borrowings on notes payable	'		32		34
Debt issuance costs paid	'		-39		-4
Contingent consideration paid for acquisition	'		-6		'
Call premiums and other costs related to early extinguishment of debt	'		'		-4
Dividends paid to parent	'		-91		-90
Cash received for a noncontrolling interest of a subsidiary	'		5		'
Excess tax benefit related to stock-based compensation	'		'		4
Other, net	'		-2		1
Net cash (used in) provided by financing activities	'		-26		192
Effect of exchange rate changes on cash	'		-6		-2
Increase (Decrease) in cash and cash equivalents	'		-35		168
Cash and cash equivalents at beginning of period	'		515	[1]	210
Cash and cash equivalents at end of period	480	[1]	480	[1]	378
Reportable legal entities \| HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES \| Parent Company	'		'		'
Condensed consolidating statements of cash flows	'		'		'
Net cash (used in) provided by operating activities	'		-50		-13
Investing activities:	'		'		'
Capital expenditures	'		-50		-35
Investment in affiliate	'		-45		-23
Acquisition of a business, net of cash acquired	'		'		-66
Proceeds from sale of businesses/assets	'		3		'
Increase in receivable from affiliate	'		-4		-16
Net cash used in investing activities	'		-96		-140
Financing activities:	'		'		'
Repayments of long-term debt	'		-13		-393
Proceeds from issuance of long-term debt	'		204		570
Repayments of notes payable to affiliate	'		-65		'
Proceeds from notes payable to affiliate	'		'		177
Repayments of notes payable	'		-24		-24
Borrowings on notes payable	'		31		33
Debt issuance costs paid	'		-39		-4
Contingent consideration paid for acquisition	'		-6		'
Call premiums and other costs related to early extinguishment of debt	'		'		-4
Dividends paid to parent	'		-91		-90
Excess tax benefit related to stock-based compensation	'		'		4
Other, net	'		'		1
Net cash (used in) provided by financing activities	'		-3		270
Increase (Decrease) in cash and cash equivalents	'		-149		117
Cash and cash equivalents at beginning of period	'		308		7
Cash and cash equivalents at end of period	159		159		124
Reportable legal entities \| HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES \| Guarantors	'		'		'
Condensed consolidating statements of cash flows	'		'		'
Net cash (used in) provided by operating activities	'		135		108
Investing activities:	'		'		'
Capital expenditures	'		-122		-76
Cash received from unconsolidated affiliates	'		38		48
Investment in affiliate	'		-10		-8
Investment in unconsolidated affiliates	'		-25		-44
Proceeds from sale of businesses/assets	'		'		-3
Net cash used in investing activities	'		-119		-83
Financing activities:	'		'		'
Contribution from parent	'		10		8
Distribution to parent	'		-25		-34
Dividends paid to parent	'		-1		-1
Net cash (used in) provided by financing activities	'		-16		-27
Increase (Decrease) in cash and cash equivalents	'		'		-2
Cash and cash equivalents at beginning of period	'		'		2
Reportable legal entities \| HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES \| Nonguarantors	'		'		'
Condensed consolidating statements of cash flows	'		'		'
Net cash (used in) provided by operating activities	'		254		288
Investing activities:	'		'		'
Capital expenditures	'		-179		-184
Investment in unconsolidated affiliates	'		-12		-32
Proceeds from sale of businesses/assets	'		12		2
Other, net	'		-2		2
Net cash used in investing activities	'		-181		-212
Financing activities:	'		'		'
Net repayments under revolving loan facilities	'		-1		-3
Net repayments on overdraft facilities	'		2		-2
Repayments of short-term debt	'		-8		-18
Borrowings on short-term debt	'		10		14
Repayments of long-term debt	'		-29		-66
Proceeds from issuance of long-term debt	'		'		2
Repayments of notes payable	'		-1		-6
Borrowings on notes payable	'		1		1
Contribution from parent	'		70		57
Cash received for a noncontrolling interest of a subsidiary	'		5		'
Other, net	'		-2		'
Net cash (used in) provided by financing activities	'		47		-21
Effect of exchange rate changes on cash	'		-6		-2
Increase (Decrease) in cash and cash equivalents	'		114		53
Cash and cash equivalents at beginning of period	'		207		201
Cash and cash equivalents at end of period	321		321		254
Eliminations \| HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES	'		'		'
Condensed consolidating statements of cash flows	'		'		'
Net cash (used in) provided by operating activities	'		-1		-1
Investing activities:	'		'		'
Investment in affiliate	'		55		31
Net cash used in investing activities	'		55		31
Financing activities:	'		'		'
Contribution from parent	'		-80		-65
Distribution to parent	'		25		34
Dividends paid to parent	'		1		1
Net cash (used in) provided by financing activities	'		($54)		($30)

[1]	At September 30, 2014 and December 31, 2013, respectively, $42 and $39 of cash and cash equivalents, $10 and $9 of restricted cash, $43 and $41 of accounts and notes receivable (net), $64 and $54 of inventories, $5 and $3 of other current assets, $343 and $369 of property, plant and equipment (net), $17 each of intangible assets (net), $27 and $28 of other noncurrent assets, $82 and $73 of accounts payable, $30 and $32 of accrued liabilities, $176 and $183 of current portion of debt, $45 and $64 of long- term debt, and $33 and $45 of other noncurrent liabilities from consolidated variable interest entities are included in the respective Balance Sheet captions above. See ?Note 5. Variable Interest Entities.?