Huntsman (HUN) 10-Q28 Apr 162016 Q1 Quarterly reportFinancial data

Company Profile

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2016	Apr. 20, 2016
Document and Entity Information
Entity Registrant Name	Huntsman CORP
Entity Central Index Key	1,307,954
Document Type	10-Q
Document Period End Date	Mar. 31, 2016
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		238,163,547
Document Fiscal Year Focus	2,016
Document Fiscal Period Focus	Q1

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions		Mar. 31, 2016	Dec. 31, 2015
Current assets:
Cash and cash equivalents	[1]	$ 208	$ 257
Restricted cash	[1]	10	12
Accounts and notes receivable (net of allowance for doubtful accounts of $29 and $26, respectively), ($493 and $438 pledged as collateral, respectively)	[1]	1,558	1,420
Accounts receivable from affiliates		14	29
Inventories	[1]	1,689	1,692
Prepaid expenses		70	112
Other current assets	[1]	281	312
Total current assets		3,830	3,834
Property, plant and equipment, net	[1]	4,437	4,446
Investment in unconsolidated affiliates		344	347
Intangible assets, net	[1]	106	86
Goodwill		123	116
Deferred income taxes		424	418
Other noncurrent assets	[1]	576	573
Total assets		9,840	9,820
Current liabilities:
Accounts payable	[1]	999	1,034
Accounts payable to affiliates		28	27
Accrued liabilities	[1]	652	686
Current portion of debt	[1]	103	170
Total current liabilities		1,782	1,917
Long-term debt	[1]	4,724	4,625
Notes payable to affiliates		1	1
Deferred income taxes		425	422
Other noncurrent liabilities	[1]	1,223	1,226
Total liabilities		$ 8,155	$ 8,191
Commitments and contingencies (Notes 12 and 13)
Huntsman Corporation stockholders' equity or Huntsman International LLC members' equity:
Common stock $0.01 par value, 1,200,000,000 shares authorized, 250,770,770 and 249,483,541 shares issued and 236,271,202 and 237,080,026 shares outstanding, respectively		$ 3	$ 3
Additional paid-in capital		3,439	3,407
Treasury stock, 12,607,223 and 11,162,454 shares, respectively		(150)	(135)
Unearned stock-based compensation		(28)	(17)
Accumulated deficit		(504)	(528)
Accumulated other comprehensive loss		(1,261)	(1,288)
Total Huntsman Corporation stockholders' equity		1,499	1,442
Noncontrolling interests in subsidiaries		186	187
Total equity		1,685	1,629
Total liabilities and equity		9,840	9,820
Huntsman International
Current assets:
Cash and cash equivalents	[1]	208	257
Restricted cash	[1]	10	12
Accounts and notes receivable (net of allowance for doubtful accounts of $29 and $26, respectively), ($493 and $438 pledged as collateral, respectively)	[1]	1,558	1,420
Accounts receivable from affiliates		329	340
Inventories	[1]	1,689	1,692
Prepaid expenses		69	111
Other current assets	[1]	276	306
Total current assets		4,139	4,138
Property, plant and equipment, net	[1]	4,405	4,410
Investment in unconsolidated affiliates		344	347
Intangible assets, net	[1]	106	86
Goodwill		123	116
Deferred income taxes		424	418
Other noncurrent assets	[1]	576	573
Total assets		10,117	10,088
Current liabilities:
Accounts payable	[1]	998	1,034
Accounts payable to affiliates		54	52
Accrued liabilities	[1]	650	683
Notes payable to affiliates		100	100
Current portion of debt	[1]	103	170
Total current liabilities		1,905	2,039
Long-term debt	[1]	4,724	4,625
Notes payable to affiliates		698	698
Deferred income taxes		421	418
Other noncurrent liabilities	[1]	1,226	1,224
Total liabilities		$ 8,974	$ 9,004
Commitments and contingencies (Notes 12 and 13)
Huntsman Corporation stockholders' equity or Huntsman International LLC members' equity:
Members' equity, 2,728 units issued and outstanding		$ 3,200	$ 3,196
Accumulated deficit		(957)	(983)
Accumulated other comprehensive loss		(1,286)	(1,316)
Total Huntsman International LLC members' equity		957	897
Noncontrolling interests in subsidiaries		186	187
Total equity		1,143	1,084
Total liabilities and equity		$ 10,117	$ 10,088

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

CONDENSED CONSOLIDATED BALANCE3

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions		Mar. 31, 2016	Dec. 31, 2015
Accounts and notes receivable, allowance for doubtful accounts (in dollars)		$ 29	$ 26
Accounts and notes receivable, pledged as collateral (in dollars)		$ 493	$ 438
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		250,770,770	249,483,541
Common stock, shares outstanding		236,271,202	237,080,026
Treasury stock, shares		12,607,223	11,162,454
Variable Interest Entity
Cash and cash equivalents	[1]	$ 208	$ 257
Restricted cash	[1]	10	12
Accounts and notes receivable (net)	[1]	1,558	1,420
Inventories	[1]	1,689	1,692
Other current assets	[1]	281	312
Property, plant and equipment (net)	[1]	4,437	4,446
Intangible assets (net)	[1]	106	86
Other noncurrent assets	[1]	576	573
Accounts payable	[1]	999	1,034
Accrued liabilities	[1]	652	686
Current portion of debt	[1]	103	170
Long-term debt	[1]	4,724	4,625
Other noncurrent liabilities	[1]	1,223	1,226
Consolidated VIE's
Variable Interest Entity
Cash and cash equivalents		21	34
Restricted cash		10	12
Accounts and notes receivable (net)		30	26
Inventories		37	54
Other current assets		5	5
Property, plant and equipment (net)		303	307
Intangible assets (net)		37	36
Other noncurrent assets		42	38
Accounts payable		77	82
Accrued liabilities		30	27
Current portion of debt		17	15
Long-term debt		123	137
Other noncurrent liabilities		54	54
Huntsman International
Accounts and notes receivable, allowance for doubtful accounts (in dollars)		29	26
Accounts and notes receivable, pledged as collateral (in dollars)		$ 493	$ 438
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	[1]	$ 208	$ 257
Restricted cash	[1]	10	12
Accounts and notes receivable (net)	[1]	1,558	1,420
Inventories	[1]	1,689	1,692
Other current assets	[1]	276	306
Property, plant and equipment (net)	[1]	4,405	4,410
Intangible assets (net)	[1]	106	86
Other noncurrent assets	[1]	576	573
Accounts payable	[1]	998	1,034
Accrued liabilities	[1]	650	683
Current portion of debt	[1]	103	170
Long-term debt	[1]	4,724	4,625
Other noncurrent liabilities	[1]	1,226	1,224
Huntsman International \| Consolidated VIE's
Variable Interest Entity
Cash and cash equivalents		21	34
Restricted cash		10	12
Accounts and notes receivable (net)		30	26
Inventories		37	54
Other current assets		5	5
Property, plant and equipment (net)		303	307
Intangible assets (net)		37	36
Other noncurrent assets		42	38
Accounts payable		77	82
Accrued liabilities		30	27
Current portion of debt		17	15
Long-term debt		123	137
Other noncurrent liabilities		$ 54	$ 54

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

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Millions, $ in Millions	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Revenues:
Trade sales, services and fees, net	$ 2,321	$ 2,560
Related party sales	34	29
Total revenues	2,355	2,589
Cost of goods sold	1,939	2,139
Gross profit	416	450
Operating expenses:
Selling, general and administrative	223	246
Research and development	37	42
Other operating expense (income)	5	(8)
Restructuring, impairment and plant closing costs	13	93
Total expenses	278	373
Operating income	138	77
Interest expense	(50)	(56)
Equity in income of investment in unconsolidated affiliates	1	2
Loss on early extinguishment of debt		(3)
Other income (loss)	1	(1)
Income from continuing operations before income taxes	90	19
Income tax expense	(27)	(2)
Income from continuing operations	63	17
Loss from discontinued operations, net of tax	(1)	(2)
Net income	62	15
Net income attributable to noncontrolling interests	(6)	(10)
Net income	$ 56	$ 5
Basic income (loss) per share:
Income from continuing operations attributable to Huntsman Corporation common stockholders (in dollars per share)	$ 0.24	$ 0.03
Loss from discontinued operations attributable to Huntsman Corporation common stockholders, net of tax (in dollars per share)		(0.01)
Net income attributable to Huntsman Corporation common stockholders (in dollars per share)	$ 0.24	$ 0.02
Weighted average shares (in shares)	236.1	243.9
Diluted income (loss) per share:
Income from continuing operations attributable to Huntsman Corporation common stockholders (in dollars per share)	$ 0.24	$ 0.03
Loss from discontinued operations attributable to Huntsman Corporation common stockholders, net of tax (in dollars per share)		(0.01)
Net income attributable to Huntsman Corporation common stockholders (in dollars per share)	$ 0.24	$ 0.02
Weighted average shares (in shares)	237.9	247.2
Amounts attributable to Huntsman Corporation common stockholders:
Income from continuing operations	$ 57	$ 7
Loss from discontinued operations, net of tax	(1)	(2)
Net income	$ 56	$ 5
Dividends per share (in dollars per share)	$ 0.125	$ 0.125
Huntsman International
Revenues:
Trade sales, services and fees, net	$ 2,321	$ 2,560
Related party sales	34	29
Total revenues	2,355	2,589
Cost of goods sold	1,938	2,137
Gross profit	417	452
Operating expenses:
Selling, general and administrative	221	244
Research and development	37	42
Other operating expense (income)	5	(7)
Restructuring, impairment and plant closing costs	13	93
Total expenses	276	372
Operating income	141	80
Interest expense	(53)	(58)
Equity in income of investment in unconsolidated affiliates	1	2
Loss on early extinguishment of debt		(3)
Other income (loss)	1	(1)
Income from continuing operations before income taxes	90	20
Income tax expense	(27)	(3)
Income from continuing operations	63	17
Loss from discontinued operations, net of tax	(1)	(2)
Net income	62	15
Net income attributable to noncontrolling interests	(6)	(10)
Net income	56	5
Amounts attributable to Huntsman Corporation common stockholders:
Net income	$ 56	$ 5

CONDENSED CONSOLIDATED STATEME5

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Net income	$ 62	$ 15
Other comprehensive income (loss), net of tax:
Foreign currency translations adjustments	27	(182)
Pension and other postretirement benefits adjustments	13	13
Other, net	(11)	(1)
Other comprehensive income (loss), net of tax	29	(170)
Comprehensive income (loss)	91	(155)
Comprehensive income attributable to noncontrolling interests	(8)	(3)
Comprehensive income (loss) attributable to Huntsman Corporation or Huntsman International LLC	83	(158)
Huntsman International
Net income	62	15
Other comprehensive income (loss), net of tax:
Foreign currency translations adjustments	28	(182)
Pension and other postretirement benefits adjustments	15	15
Other, net	(11)	(1)
Other comprehensive income (loss), net of tax	32	(168)
Comprehensive income (loss)	94	(153)
Comprehensive income attributable to noncontrolling interests	(8)	(3)
Comprehensive income (loss) attributable to Huntsman Corporation or Huntsman International LLC	$ 86	$ (156)

CONDENSED CONSOLIDATED STATEME6

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Millions	Huntsman InternationalMembers' equity	Huntsman InternationalAccumulated deficit	Huntsman InternationalAccumulated other comprehensive loss	Huntsman InternationalNoncontrolling interests in subsidiaries	Huntsman International	Common stock	Additional paid-in capital	Treasury stock	Unearned stock-based compensation	Accumulated deficit	Accumulated other comprehensive loss	Noncontrolling interests in subsidiaries	Total
Balance at the beginning of the period at Dec. 31, 2014						$ 3	$ 3,385	$ (50)	$ (14)	$ (493)	$ (1,053)	$ 173	$ 1,951
Balance (in shares) at Dec. 31, 2014						243,416,979
Balance at the beginning of the period at Dec. 31, 2014	$ 3,166	$ (956)	$ (1,087)	$ 173	$ 1,296
Balance (in units) at Dec. 31, 2014	2,728
Increase (Decrease) in Stockholders' Equity
Net income		5		10	15					5		10	15
Dividends paid to parent		(31)			(31)
Other comprehensive income (loss)			(161)	(7)	(168)						(163)	(7)	(170)
Issuance of nonvested stock awards							19		(19)
Vesting of stock awards							6						6
Vesting of stock awards (in shares)						1,000,585
Recognition of stock-based compensation							3		5				8
Repurchase and cancellation of stock awards										(7)			(7)
Repurchase and cancellation of stock awards (in shares)						(302,372)
Stock options exercised (in shares)						11,732
Contribution from parent	$ 8				8
Excess tax benefit related to stock-based compensation	1				1		1						1
Dividends declared on common stock										(31)			(31)
Balance at the end of the period at Mar. 31, 2015						$ 3	3,414	(50)	(28)	(526)	(1,216)	176	1,773
Balance (in shares) at Mar. 31, 2015						244,126,924
Balance at the end of the period at Mar. 31, 2015	$ 3,175	(982)	(1,248)	176	1,121
Balance (in units) at Mar. 31, 2015	2,728
Balance at the beginning of the period at Dec. 31, 2015						$ 3	3,407	(135)	(17)	(528)	(1,288)	187	1,629
Balance (in shares) at Dec. 31, 2015						237,080,026
Balance at the beginning of the period at Dec. 31, 2015	$ 3,196	(983)	(1,316)	187	$ 1,084
Balance (in units) at Dec. 31, 2015	2,728				2,728
Increase (Decrease) in Stockholders' Equity
Net income		56		6	$ 62					56		6	62
Dividends paid to parent		(30)			(30)
Other comprehensive income (loss)			30	2	32						27	2	29
Issuance of nonvested stock awards							16		(16)
Vesting of stock awards							2						2
Vesting of stock awards (in shares)						880,269
Recognition of stock-based compensation							2		5				7
Repurchase and cancellation of stock awards										(2)			(2)
Repurchase and cancellation of stock awards (in shares)						(244,324)
Contribution from parent	$ 7				7
Dividends paid to noncontrolling interests				(9)	(9)							(9)	(9)
Treasury stock repurchased							15	(15)
Treasury stock repurchased (in shares)						(1,444,769)
Excess tax shortfall related to stock-based compensation	(3)				(3)		(3)						(3)
Dividends declared on common stock										(30)			(30)
Balance at the end of the period at Mar. 31, 2016						$ 3	$ 3,439	$ (150)	$ (28)	$ (504)	$ (1,261)	$ 186	$ 1,685
Balance (in shares) at Mar. 31, 2016						236,271,202
Balance at the end of the period at Mar. 31, 2016	$ 3,200	$ (957)	$ (1,286)	$ 186	$ 1,143
Balance (in units) at Mar. 31, 2016	2,728				2,728

CONDENSED CONSOLIDATED STATEME7

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2016		Mar. 31, 2015
Operating Activities:
Net income	$ 62		$ 15
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in income of investment in unconsolidated affiliates	(1)		(2)
Depreciation and amortization	100		95
Loss on early extinguishment of debt			(3)
Noncash interest expense	4		4
Noncash restructuring and impairment charges	5		29
Deferred income taxes	6		(33)
Noncash gain on foreign currency transactions			(6)
Stock-based compensation	8		9
Other, net	2		1
Changes in operating assets and liabilities, net of effects of acquisitions :
Accounts and notes receivable	(105)		(49)
Inventories	22		54
Prepaid expenses	2		3
Other current assets	33		25
Other noncurrent assets	(20)		(90)
Accounts payable	(31)		(2)
Accrued liabilities			(3)
Other noncurrent liabilities	1		(19)
Net cash provided by operating activities	88		34
Investing Activities:
Capital expenditures	(99)		(149)
Cash received from unconsolidated affiliates	10		15
Investment in unconsolidated affiliates	(12)		(13)
Cash received from termination of cross-currency interest rate contracts			66
Change in restricted cash	2
Other, net	(2)
Net cash used in investing activities	(101)		(81)
Financing Activities:
Net borrowings under revolving loan facilities	45
Net repayments on overdraft facilities			(2)
Repayments of short-term debt	(12)		(17)
Borrowings on short-term debt	4
Repayments of long-term debt	(27)		(59)
Proceeds from issuance of long-term debt			326
Repayments of notes payable	(9)		(9)
Borrowings on notes payable	2
Debt issuance costs paid			(4)
Call premiums related to early extinguishment of debt			(3)
Contingent consideration paid for acquisition			(4)
Dividends paid to common stockholders	(30)		(31)
Dividends paid to noncontrolling interests	(9)
Repurchase and cancellation of stock awards	(2)		(7)
Excess tax benefit related to stock-based compensation			1
Other, net			(2)
Net cash (used in) provided by financing activities	(38)		189
Effect of exchange rate changes on cash	2		(8)
(Decrease) increase in cash and cash equivalents	(49)		134
Cash and cash equivalents at beginning of period	257	[1]	860
Cash and cash equivalents at end of period	208	[1]	994
Supplemental cash flow information:
Cash paid for interest	35		48
Cash paid for income taxes	5		11
Huntsman International
Operating Activities:
Net income	62		15
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in income of investment in unconsolidated affiliates	(1)		(2)
Depreciation and amortization	97		92
Loss on early extinguishment of debt			(3)
Noncash interest expense	7		6
Noncash restructuring and impairment charges	5		29
Deferred income taxes	6		(33)
Noncash gain on foreign currency transactions			(6)
Noncash compensation	7		8
Other, net	2		3
Changes in operating assets and liabilities, net of effects of acquisitions :
Accounts and notes receivable	(105)		(49)
Inventories	22		54
Prepaid expenses	3		4
Other current assets	32		25
Other noncurrent assets	(20)		(90)
Accounts payable	(33)		(4)
Accrued liabilities			(3)
Other noncurrent liabilities	3		(17)
Net cash provided by operating activities	87		35
Investing Activities:
Capital expenditures	(99)		(149)
Cash received from unconsolidated affiliates	10		15
Investment in unconsolidated affiliates	(12)		(13)
Increase in receivable from affiliate	(2)		(6)
Cash received from termination of cross-currency interest rate contracts			66
Change in restricted cash	2
Other, net	(1)
Net cash used in investing activities	(102)		(87)
Financing Activities:
Net borrowings under revolving loan facilities	45
Net repayments on overdraft facilities			(2)
Repayments of short-term debt	(12)		(17)
Borrowings on short-term debt	4
Repayments of long-term debt	(27)		(59)
Proceeds from issuance of long-term debt			326
Repayments of notes payable to affiliate			(50)
Repayments of notes payable	(9)		(9)
Borrowings on notes payable	2
Debt issuance costs paid			(4)
Call premiums related to early extinguishment of debt			(3)
Contingent consideration paid for acquisition			(4)
Dividends paid to noncontrolling interests	(9)
Dividends paid to parent	(30)		(31)
Excess tax benefit related to stock-based compensation			1
Other, net			(2)
Net cash (used in) provided by financing activities	(36)		146
Effect of exchange rate changes on cash	2		(8)
(Decrease) increase in cash and cash equivalents	(49)		86
Cash and cash equivalents at beginning of period	257	[1]	710
Cash and cash equivalents at end of period	208	[1]	796
Supplemental cash flow information:
Cash paid for interest	35		48
Cash paid for income taxes	$ 5		$ 11

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

CONDENSED CONSOLIDATED STATEME8

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Capital expenditures in accounts payable	$ 62	$ 58
Huntsman International
Capital expenditures in accounts payable	62	58
Stock-based compensation	$ 7	$ 8

GENERAL

GENERAL	3 Months Ended
GENERAL	Mar. 31, 2016
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 wholly-owned subsidiary) and, unless the context otherwise requires, its subsidiaries. In this report, we may use, without definition, the common names of competitors or other industry participants. We may also use the common names or abbreviations for certain chemicals or products. INTERIM FINANCIAL STATEMENTS Our unaudited interim condensed consolidated financial statements and Huntsman International's unaudited interim condensed consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP" or "U.S. GAAP") and in management's opinion reflect all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of results of operations, comprehensive income, financial position and cash flows for the periods presented. Results for interim periods are not necessarily indicative of those to be expected for the full year. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes to consolidated financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2015 for our Company and Huntsman International. DESCRIPTION OF BUSINESS We are a global manufacturer of differentiated organic chemical products and of inorganic chemical products. Our products comprise a broad range of chemicals and formulations, which we market globally to a diversified group of consumer and industrial customers. Our products are used in a wide range of applications, including those in the adhesives, aerospace, automotive, construction products, personal care and hygiene, durable and non-durable consumer products, electronics, medical, packaging, paints and coatings, power generation, refining, synthetic fiber, textile chemicals and dye industries. We are a leading global producer in many of our key product lines, including MDI, amines, surfactants, maleic anhydride, epoxy-based polymer formulations, textile chemicals, dyes, titanium dioxide and color pigments. We operate in five segments: Polyurethanes, Performance Products, Advanced Materials, Textile Effects, and Pigments and Additives. Our Polyurethanes, Performance Products, Advanced Materials and Textile Effects segments produce differentiated organic chemical products and our Pigments and Additives segment produces inorganic chemical products. In a series of transactions beginning in 2006, we sold or shutdown substantially all of our Australian styrenics operations and our North American polymers and base chemicals operations. We report the results of these businesses as discontinued operations. COMPANY Our Company, a Delaware corporation, was formed in 2004 to hold the Huntsman businesses. Jon M. Huntsman founded the predecessor to our Company in 1970 as a small packaging company. Since then, we have grown through a series of acquisitions and now own a global portfolio of businesses. Currently, we operate all of our businesses through Huntsman International, our wholly-owned subsidiary. Huntsman International is a Delaware limited liability company and was formed in 1999. HUNTSMAN CORPORATION AND HUNTSMAN INTERNATIONAL FINANCIAL STATEMENTS Except where otherwise indicated, these notes relate to the condensed consolidated financial statements for both our Company and Huntsman International. The differences between our financial statements and Huntsman International's financial statements relate primarily to the following: • 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 include the accounts of our wholly-owned and majority-owned subsidiaries and any variable interest entities for which we are the primary beneficiary. Intercompany accounts and transactions have been eliminated. RECENT DEVELOPMENTS Debt Activity On April 1, 2016, Huntsman International entered into a new $550 million term loan B due 2023 ("2016 Term Loan B"). Proceeds from the 2016 Term Loan B were used to repay in full our extended term loan B facility due 2017 ("Extended Term Loan B"), our extended term loan B facility—series 2 due 2017 ("Extended Term Loan B—Series 2"), and our term loan C due 2016 ("Term Loan C"). In connection with these repayments, we expect to record a loss on early extinguishment of debt of approximately $1 million in the second quarter of 2016. In addition, Huntsman International extended the maturity date of its revolving credit facility ("Revolving Facility") to 2021 and increased the committed amount to $650 million. For more information, see "Note 6. Debt—Direct and Subsidiary Debt." USE OF ESTIMATES The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

RECENTLY ISSUED ACCOUNTING PRON

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS	3 Months Ended
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS	Mar. 31, 2016
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS	2. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS Accounting Pronouncements Adopted During 2016 In January 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2015-01, Income Statement—Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items , eliminating from US GAAP the concept of extraordinary items. Reporting entities will no longer have to assess whether a particular event or transaction event is extraordinary. The amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. We adopted the amendments in this ASU effective January 1, 2016, and the initial adoption of the amendments in this ASU did not have a significant impact on our condensed consolidated financial statements. In February 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis . The amendments in this ASU change the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities by placing more emphasis on risk of loss when determining a controlling financial interest. These amendments affect areas specific to limited partnerships and similar legal entities, evaluating fees paid to a decision maker or service provider as a variable interest, the effects of both fee arrangements and related parties on the primary beneficiary determination and certain investment funds. The amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. We adopted the amendments in this ASU effective January 1, 2016, and the initial adoption of the amendments in this ASU did not have a significant impact on our condensed consolidated financial statements. In April 2015, the FASB issued ASU No. 2015-05, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer's Accounting for Fees Paid in a Cloud Computing Arrangement . The amendments in this ASU provide guidance that will help entities evaluate the accounting for fees paid by a customer in a cloud computing arrangement, including whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the customer should account for the software license consistent with the acquisition of other software licenses; otherwise, the customer should account for the arrangement as a service contract. The amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. We adopted the amendments in this ASU effective January 1, 2016, and the initial adoption of the amendments in this ASU did not have a significant impact on our condensed consolidated financial statements. Accounting Pronouncements Pending Adoption in Future Periods In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) , outlining a single comprehensive model for entities to use in accounting for revenues arising from contracts with customers and supersedes most current revenue recognition guidance. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date , deferring the effective date of ASU No. 2014-09 for all entities by one year. Further, in March 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) , clarifying the implementation guidance on principal versus agent considerations, and in April 2016, the FASB issued ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing , clarifying the implementation guidance on identifying performance obligations in a contract and determining whether an entity's promise to grant a license provides a customer with either a right to use the entity's intellectual property (which is satisfied at a point in time) or a right to access the entity's intellectual property (which is satisfied over time). The amendments in these ASUs are effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. The amendments in ASU No. 2014-09, ASU No. 2016-08 and ASU No. 2016-10 should be applied retrospectively, and early application is permitted. We are currently evaluating the impact of the adoption of the amendments in ASU No. 2014-09, ASU No. 2016-08 and ASU No. 2016-10 on our condensed consolidated financial statements. In July 2015, the FASB issued ASU No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory . The amendments in this ASU do not apply to inventory that is measured using last-in, first-out (LIFO) or the retail inventory method, but rather does apply to all other inventory, which includes inventory that is measured using first-in, first-out (FIFO) or average cost. An entity should measure in scope inventory at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Subsequent measurement is unchanged for inventory measured using LIFO or the retail inventory method. The amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. The amendments in this ASU should be applied prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. We do not expect the adoption of the amendments in this ASU to have a significant impact on our condensed consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) . The amendments in this ASU will increase transparency and comparability among entities by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The amendments in this ASU will require lessees to recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. The amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early application of the amendments in this ASU is permitted for all entities. Reporting entities are required to recognize and measure leases under these amendments at the beginning of the earliest period presented using a modified retrospective approach. We are currently evaluating the impact of the adoption of the amendments in this ASU on our condensed consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-09, Compensation—Stock Compensation (Topic 718): Improvements to Employee Shared-Based Payment Accounting . The amendments in this ASU simplify several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption of the amendments in this ASU is permitted in any interim or annual period. We do not expect the adoption of the amendments in this ASU to have a significant impact on our condensed consolidated financial statements.

INVENTORIES

INVENTORIES	3 Months Ended
INVENTORIES	Mar. 31, 2016
INVENTORIES
INVENTORIES	3. INVENTORIES Inventories are stated at the lower of cost or market, with cost determined using last-in first-out ("LIFO"), first-in first-out, and average costs methods for different components of inventory. Inventories consisted of the following (dollars in millions): March 31, 2016 December 31, 2015 Raw materials and supplies $ $ Work in progress Finished goods Total LIFO reserves ) ) Net inventories $ $ For both March 31, 2016 and December 31, 2015, approximately 9% of inventories were recorded using the LIFO cost method.

VARIABLE INTEREST ENTITIES

VARIABLE INTEREST ENTITIES	3 Months Ended
VARIABLE INTEREST ENTITIES	Mar. 31, 2016
VARIABLE INTEREST ENTITIES
VARIABLE INTEREST ENTITIES	4. VARIABLE INTEREST ENTITIES We evaluate our investments and transactions to identify variable interest entities for which we are the primary beneficiary. We hold a variable interest in the following joint ventures for which we are the primary beneficiary: • Rubicon LLC is our 50%-owned joint venture with Chemtura that manufactures products for our Polyurethanes and Performance Products segments. The structure of the joint venture is such that the total equity investment at risk is not sufficient to permit the joint venture to finance its activities without additional financial support. By virtue of the operating agreement with this joint venture, we purchase a majority of the output, absorb a majority of the operating costs and provide a majority of the additional funding. • Pacific Iron Products Sdn Bhd is our 50%-owned joint venture with Coogee Chemicals that manufactures products for our Pigments and Additives 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 risk related to the fluctuation of raw material pricing. • Arabian Amines Company is our 50%-owned joint venture with Zamil group that manufactures products for our Performance Products segment. As required in the operating agreement governing this joint venture, we purchase all of 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. • Viance is our 50%-owned joint venture with Dow Chemical. Viance markets timber treatment products for our Pigments and Additives segment. The joint venture sources all of its products through a contract manufacturing arrangement at our Harrisburg, North Carolina facility, and we bear a disproportionate amount of working capital risk of loss due to the supply arrangement whereby we control manufacturing on Viance's behalf. Creditors of these entities have no recourse to our general credit. See "Note 6. Debt—Direct and Subsidiary Debt." As the primary beneficiary of these variable interest entities at March 31, 2016, the joint ventures' assets, liabilities and results of operations are included in our condensed consolidated financial statements. The following table summarizes the carrying amount of our variable interest entities' assets and liabilities included in our condensed consolidated balance sheets, before intercompany eliminations, as of March 31, 2016 and our consolidated balance sheets as of December 31, 2015 (dollars in millions): March 31, 2016 December 31, 2015 Current assets $ $ Property, plant and equipment, net Other noncurrent assets Deferred income taxes Intangible assets Goodwill Total assets $ $ Current liabilities $ $ Long-term debt Deferred income taxes Other noncurrent liabilities Total liabilities $ $

RESTRUCTURING, IMPAIRMENT AND P

RESTRUCTURING, IMPAIRMENT AND PLANT CLOSING COSTS	3 Months Ended
RESTRUCTURING, IMPAIRMENT AND PLANT CLOSING COSTS	Mar. 31, 2016
RESTRUCTURING, IMPAIRMENT AND PLANT CLOSING COSTS
RESTRUCTURING, IMPAIRMENT AND PLANT CLOSING COSTS	5. RESTRUCTURING, IMPAIRMENT AND PLANT CLOSING COSTS As of March 31, 2016 and December 31, 2015, accrued restructuring costs by type of cost and initiative consisted of the following (dollars in millions): Workforce reductions(1) Demolition and decommissioning Non-cancelable lease and contract termination costs Other restructuring costs Total(2) Accrued liabilities as of January 1, 2016 $ $ $ $ $ 2016 charges for 2015 and prior initiatives Reversal of reserves no longer required — — ) — ) Distribution of prefunded restructuring costs ) ) — — ) 2016 payments for 2015 and prior initiatives ) ) — ) ) Foreign currency effect on liability balance — — Accrued liabilities as of March 31, 2016 $ $ $ $ $ (1) The workforce reduction reserves relate to the termination of 773 positions, of which 702 positions had not been terminated as of March 31, 2016. (2) Accrued liabilities by initiatives were as follows (dollars in millions): March 31, 2016 December 31, 2015 2014 and prior initiatives $ $ 2015 initiatives Total $ $ Details with respect to our reserves for restructuring, impairment and plant closing costs are provided below by segment and initiative (dollars in millions): Polyurethanes Performance Products Advanced Materials Textile Effects Pigments Discontinued Operations Corporate and Other Total Accrued liabilities as of January 1, 2016 $ $ $ $ $ $ $ $ 2016 charges for 2015 and prior initiatives — — — — Reversal of reserves no longer required — — — ) — — — ) Distribution of prefunded restructuring costs — ) — ) ) — — ) 2016 payments for 2015 and prior initiatives ) ) — ) ) — ) ) Foreign currency effect on liability balance — — — — — Accrued liabilities as of March 31, 2016 $ $ $ $ $ $ $ $ Current portion of restructuring reserves $ $ $ — $ $ $ $ $ Long-term portion of restructuring reserves — — — — Details with respect to cash and noncash restructuring charges for the three months ended March 31, 2016 and 2015 by initiative are provided below (dollars in millions): Three months ended March 31, 2016 Cash charges: 2016 charges for 2015 and prior initiatives $ Reversal of reserves no longer required ) Accelerated depreciation Other non-cash charges Total 2016 Restructuring, Impairment and Plant Closing Costs $ Three months ended March 31, 2015 Cash charges: 2015 charges for 2014 and prior initiatives $ 2015 charges for 2015 initiatives Reversal of reserves no longer required ) Accelerated depreciation Total 2015 Restructuring, Impairment and Plant Closing Costs $ 2016 RESTRUCTURING ACTIVITIES On December 1, 2014, we announced a comprehensive restructuring program to improve the global competitiveness of our Pigments and Additives segment. As part of the program, we are reducing our workforce by approximately 900 positions. In connection with this restructuring program, we recorded restructuring expense of $3 million in the three months ended March 31, 2016. On February 12, 2015, we announced a plan to close the 'black end' manufacturing operations and ancillary activities at our Calais, France site, which will reduce our titanium dioxide capacity by approximately 100 kilotons, or 13% of our European titanium dioxide capacity. In connection with this announcement, we recorded restructuring expense of $1 million in the three months ended March 31, 2016. On March 4, 2015, we announced plans to restructure our color pigments business, another step in our comprehensive restructuring program in our Pigments and Additives segment, and recorded restructuring expense of approximately $3 million in the three months ended March 31, 2016. In connection with planned restructuring activities, our Pigments and Additives segment recorded accelerated depreciation as restructuring expense of $4 million during the three months ended March 31, 2016. 2015 RESTRUCTURING ACTIVITIES As part of the comprehensive restructuring program in our Pigments and Additives segment announced in December 2014, we recorded restructuring expense of $34 million in the three months ended March 31, 2015 related primarily to workforce reductions. In connection with the closure of the 'black end' at our Calais, France site announced in February 2015, we began to accelerate depreciation on the affected assets and recorded incremental accelerated depreciation in the three months ended March 31, 2015 of $28 million as restructuring, impairment and plant closing costs. In addition, we recorded restructuring expense of $22 million in the three months ended March 31, 2015 related primarily to workforce reductions. In connection with our plans announced in March 2015 to restructure our color pigments business within our Pigments and Additives segment, we recorded restructuring expense of approximately $1 million in the three months ended March 31, 2015 related to workforce reductions.

DEBT

DEBT	3 Months Ended
DEBT	Mar. 31, 2016
DEBT
DEBT	6. DEBT Outstanding debt, net of debt issuance costs, consisted of the following (dollars in millions): Huntsman Corporation March 31, 2016 December 31, 2015 Senior Credit Facilities: Term loans $ $ Amounts outstanding under A/R programs Senior notes Variable interest entities Other Total debt—excluding debt to affiliates $ $ Total current portion of debt $ $ Long-term portion Total debt—excluding debt to affiliates $ $ Total debt—excluding debt to affiliates $ $ Notes payable to affiliates-noncurrent Total debt $ $ Huntsman International March 31, 2016 December 31, 2015 Senior Credit Facilities: Term loans $ $ Amounts outstanding under A/R programs Senior notes Variable interest entities Other Total debt—excluding debt to affiliates $ $ Total current portion of debt $ $ Long-term portion Total debt—excluding debt to affiliates $ $ Total debt—excluding debt to affiliates $ $ Notes payable to affiliates-current Notes payable to affiliates-noncurrent Total debt $ $ DIRECT AND SUBSIDIARY DEBT Huntsman Corporation's direct debt and guarantee obligations consist of a guarantee of certain indebtedness incurred from time to time to finance certain insurance premiums. Substantially all of our other debt, including the facilities described below, has been incurred by our subsidiaries (primarily Huntsman International). Huntsman Corporation is not a guarantor of such subsidiary debt. Certain of our subsidiaries are designated as nonguarantor subsidiaries and have third-party debt agreements. These debt agreements contain certain restrictions with regard to dividends, distributions, loans or advances. In certain circumstances, the consent of a third party would be required prior to the transfer of any cash or assets from these subsidiaries to us. Debt Issuance Costs We record debt issuance costs related to a debt liability on the balance sheet as a reduction in the face amount of that debt liability. As of March 31, 2016 and December 31, 2015, the amount of debt issuance costs directly reducing the debt liability was $64 million and $67 million, respectively. We record the amortization of debt issuance costs as interest expense. Senior Credit Facilities As of March 31, 2016, our senior credit facilities ("Senior Credit Facilities") consisted of our Revolving Facility, our Extended Term Loan B, our Extended Term Loan B—Series 2, our 2015 extended term loan B facility ("2015 Extended Term Loan B"), our 2014 term loan facility ("2014 Term Loan B") and our Term Loan C as follows (dollars in millions): Facility Committed Amount Principal Outstanding Unamortized Discounts and Debt Issuance Costs Carrying Value Interest Rate(3) Maturity Revolving Facility(1) $ $ — $ — $ — USD LIBOR plus 3.00% 2017 Extended Term Loan B NA ) USD LIBOR plus 2.75% 2017 Extended Term Loan B—Series 2 NA — USD LIBOR plus 3.00% 2017 2015 Extended Term Loan B NA ) USD LIBOR plus 3.00% 2019 2014 Term Loan B NA ) USD LIBOR plus 3.00%(2) 2021 Term Loan C NA — USD LIBOR plus 2.25% 2016 (1) We had no borrowings outstanding under our Revolving Facility; we had approximately $15 million (U.S. dollar equivalents) of letters of credit and bank guarantees issued and outstanding under our Revolving Facility. (2) The 2014 Term Loan B is subject to a 0.75% LIBOR floor. (3) The applicable interest rate of the Senior Credit Facilities is subject to certain secured leverage ratio thresholds. As of March 31, 2016, the weighted average interest rate on our outstanding balances under the Senior Credit Facilities was approximately 4%. Our obligations under the Senior Credit Facilities are guaranteed by substantially all of our domestic subsidiaries and certain of our foreign subsidiaries (collectively, the "Guarantors"), and are secured by a first priority lien on substantially all of our domestic property, plant and equipment, the stock of all of our material domestic subsidiaries and certain foreign subsidiaries, and pledges of intercompany notes between certain of our subsidiaries. Amendment to the Credit Agreement On April 1, 2016, Huntsman International entered into a fifteenth amendment to the agreement governing the Senior Credit Facilities (the "Credit Agreement"). The amendment provides for a new term loan facility, 2016 Term Loan B, to refinance existing term loans pursuant to the Credit Agreement in an aggregate principal amount of $550 million. The net proceeds of the 2016 Term Loan B were used to repay in full Huntsman International's Extended Term Loan B, Extended Term Loan B—Series 2 and Term Loan C. In connection with these repayments, we expect to record a loss on early extinguishment of debt of approximately $1 million in the second quarter of 2016. The 2016 Term Loan B matures on April 1, 2023, provided that the maturity date will accelerate if we do not repay, refinance or have a minimum level of liquidity available to enable us to repay certain our senior notes upon maturity. The 2016 Term Loan B is subject to the same terms and conditions as our existing senior secured term loan facilities. The 2016 Term Loan B bears interest at an interest rate margin of LIBOR plus 3.50% (subject to a 0.75% floor) and amortizes in annual amounts equal to 1% of the principal amount of the 2016 Term Loan B, payable quarterly commencing on June 30, 2016. The amendment also extends the stated termination date of our Revolving Facility from March 20, 2017 to March 20, 2021, provided that the maturity date will accelerate if we do not repay, refinance or have a minimum level of liquidity available to enable us to repay our Term Loan B due 2019 or our senior notes upon their maturity. The amendment further increases the committed amount of our Revolving Facility by $25 million (from $625 million to $650 million). Borrowings under the Revolving Facility bear interest at the same rate as the existing revolving commitments. As of March 31, 2016 we had no borrowings under our Revolving Facility. A/R Programs Our U.S. accounts receivable securitization program ("U.S. A/R Program") and our European accounts receivable securitization program ("EU A/R Program" and collectively with the U.S. A/R Program, "A/R Programs") are structured so that we transfer certain of our trade receivables to the U.S. special purpose entity ("U.S. SPE") and the European special purpose entity ("EU SPE") in transactions intended to be true sales or true contributions. The receivables collateralize debt incurred by the U.S. SPE and the EU SPE. Information regarding our A/R Programs as of March 31, 2016 was as follows (monetary amounts in millions): Facility Maturity Maximum Funding Availability(1) Amount Outstanding Interest Rate(2) U.S. A/R Program March 2018 $250 $135(3) Applicable rate plus 0.95% EU A/R Program March 2018 €225 €114 Applicable rate plus 1.10% (approximately $252) (approximately $128) (1) The amount of actual availability under our A/R Programs may be lower based on the level of eligible receivables sold, changes in the credit ratings of our customers, customer concentration levels and certain characteristics of the accounts receivable being transferred, as defined in the applicable agreements. (2) Applicable rate for our U.S. A/R Program is defined by the lender as either USD LIBOR or CP rate. Applicable rate for our EU A/R Program is either GBP LIBOR, USD LIBOR or EURIBOR. In addition, the U.S. SPE and the EU SPE are obligated to pay unused commitment fees to the lenders based on the amount of each lender's commitment. (3) As of March 31, 2016, we had approximately $7 million (U.S. dollar equivalents) of letters of credit issued and outstanding under our U.S. A/R Program. As of March 31, 2016 and December 31, 2015, $493 million and $438 million, respectively, of accounts receivable were pledged as collateral under our A/R Programs. Redemption of Notes and Loss on Early Extinguishment of Debt During the three months ended March 31, 2015, we redeemed or repurchased the following notes (dollars in millions): Date of Redemption Notes Principal Amount of Notes Redeemed Amount Paid (Excluding Accrued Interest) Loss on Early Extinguishment of Debt January 2015 2021 Senior Subordinated Notes $ $ $ Note Payable from Huntsman International to Huntsman Corporation As of March 31, 2016, we had a loan of $797 million to our subsidiary, Huntsman International (the "Intercompany Note"). The Intercompany Note is unsecured and $100 million of the outstanding amount is classified as current as of March 31, 2016 on our condensed consolidated balance sheets. As of March 31, 2016, under the terms of the Intercompany Note, Huntsman International promises to pay us interest on the unpaid principal amount at a rate per annum based on the previous monthly average borrowing rate obtained under our U.S. A/R Program, less 10 basis points (provided that the rate shall not exceed an amount that is 25 basis points less than the monthly average borrowing rate obtained for the U.S. LIBOR-based borrowings under our Revolving Facility). COMPLIANCE WITH COVENANTS We believe that we are in compliance with the covenants contained in the agreements governing our material debt instruments, including our Senior Credit Facilities, our A/R Programs and our notes. Our material financing arrangements contain certain covenants with which we must comply. A failure to comply with a covenant could result in a default under a financing arrangement unless we obtained an appropriate waiver or forbearance (as to which we can provide no assurance). A default under these material financing arrangements generally allows debt holders the option to declare the underlying debt obligations immediately due and payable. Furthermore, certain of our material financing arrangements contain cross-default and cross-acceleration provisions under which a failure to comply with the covenants in one financing arrangement may result in an event of default under another financing arrangement. Our Senior Credit Facilities are subject to a single financial covenant (the "Leverage Covenant"), which applies only to the Revolving Facility and is calculated at the Huntsman International level. The Leverage Covenant is applicable only if borrowings, letters of credit or guarantees are outstanding under the Revolving Facility (cash collateralized letters of credit or guarantees are not deemed outstanding). The Leverage Covenant is a net senior secured leverage ratio covenant, which requires that Huntsman International's ratio of senior secured debt to EBITDA (as defined in the applicable agreement) is not more than 3.75 to 1. If in the future Huntsman International fails to comply with the Leverage Covenant, then we may not have access to liquidity under our Revolving Facility. If Huntsman International failed to comply with the Leverage Covenant at a time when we had uncollateralized loans or letters of credit outstanding under the Revolving Facility, Huntsman International would be in default under the Senior Credit Facilities, and, unless Huntsman International obtained a waiver or forbearance with respect to such default (as to which we can provide no assurance), Huntsman International could be required to pay off the balance of the Senior Credit Facilities in full, and we may not have further access to such facilities. The agreements governing our A/R Programs also contain certain receivable performance metrics. Any material failure to meet the applicable A/R Programs' metrics in the future could lead to an early termination event under the A/R Programs, which could require us to cease our use of such facilities, prohibiting us from additional borrowings against our receivables or, at the discretion of the lenders, requiring that we repay the A/R Programs in full. An early termination event under the A/R Programs would also constitute an event of default under our Senior Credit Facilities, which could require us to pay off the balance of the Senior Credit Facilities in full and could result in the loss of our Senior Credit Facilities.

DERIVATIVE INSTRUMENTS AND HEDG

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES	3 Months Ended
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES	Mar. 31, 2016
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES	7. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES We are exposed to market risks, such as changes in interest rates, foreign exchange rates and commodity pricing risks. From time to time, we enter into transactions, including transactions involving derivative instruments, to manage certain of these exposures. All derivatives, whether designated in hedging relationships or not, are recorded on our balance sheet at fair value. If the derivative is designated as a fair value hedge, the changes in the fair value of the derivative and the hedged items are recognized in earnings. If the derivative is designated as a cash flow hedge, changes in the fair value of the derivative are recorded in accumulated other comprehensive loss, to the extent effective, and will be recognized in the income statement when the hedged item affects earnings. To the extent applicable, we perform effectiveness assessments in order to use hedge accounting at each reporting period. For a derivative that does not qualify as a hedge, changes in fair value are recognized in earnings. We also hedge our net investment in certain European operations. Changes in the fair value of the hedge in the net investment of certain European operations are recorded as an unrealized currency translation adjustment in accumulated other comprehensive loss. Our revenues and expenses are denominated in various foreign currencies, and our cash flows and earnings are thus subject to fluctuations due to exchange rate variations. From time to time, we may enter into foreign currency derivative instruments to minimize the short-term impact of movements in foreign currency rates. Where practicable, we generally net multicurrency cash balances among our subsidiaries to help reduce exposure to foreign currency exchange rates. Certain other exposures may be managed from time to time through financial market transactions, principally through the purchase of spot or forward foreign exchange contracts (generally with maturities of one year or less). We do not hedge our foreign currency exposures in a manner that would eliminate the effect of changes in exchange rates on our cash flows and earnings. As of March 31, 2016, we had approximately $185 million in notional amount (in U.S. dollar equivalents) outstanding in forward foreign currency contracts. Huntsman International has entered into two interest rate contracts to hedge the variability caused by monthly changes in cash flow due to associated changes in LIBOR under our Senior Credit Facilities. These swaps are designated as cash flow hedges and the effective portion of the changes in the fair value of the swaps are recorded in other comprehensive income (loss) (dollars in millions): March 31, 2016 Notional Value Effective Date Maturity Fixed Rate Fair Value $ December 2014 April 2017 % $1 noncurrent liability January 2015 April 2017 % 1 noncurrent liability Beginning in 2009, Arabian Amines Company entered into a 12-year floating to fixed interest rate contract providing for a receipt of LIBOR interest payments for a fixed payment of 5.02%. In connection with the consolidation of Arabian Amines Company as of July 1, 2010, the interest rate contract is now included in our consolidated results. See "Note 4. Variable Interest Entities." The notional amount of the swap as of March 31, 2016 was $22 million, and the interest rate contract is not designated as a cash flow hedge. As of March 31, 2016, the fair value of the swap was $2 million and was recorded in noncurrent liabilities on our condensed consolidated balance sheets. For each of the three months ended March 31, 2016 and 2015, we recorded a reduction of interest expense of nil due to changes in fair value of the swap. In November 2014, we entered into two five year cross-currency interest rate contracts and one eight year cross-currency interest rate contract to swap an aggregate notional $200 million for an aggregate notional €161 million. This swap is designated as a hedge of net investment for financial reporting purposes. Under the cross-currency interest rate contract, we will receive fixed U.S. dollar payments of $5 million semiannually on May 15 and November 15 (equivalent to an annual rate of 5.125%) and make interest payments of approximately €3 million (equivalent to an annual rate of approximately 3.6%). As of March 31, 2016, the fair value of this swap was $20 million and was recorded in noncurrent assets on our condensed consolidated balance sheets. In March 2010, we entered into three five year cross-currency interest rate contracts to swap an aggregate notional $350 million for an aggregate notional €255 million. This swap was designated as a hedge of net investment for financial reporting purposes. During the three months ended March 31, 2015, we terminated these cross-currency interest rate contracts and received $66 million in payments from the counterparties. A portion of our debt is denominated in euros. We also finance certain of our non-U.S. subsidiaries with intercompany loans that are, in many cases, denominated in currencies other than the entities' functional currency. We manage the net foreign currency exposure created by this debt through various means, including cross-currency swaps, the designation of certain intercompany loans as permanent loans because they are not expected to be repaid in the foreseeable future and the designation of certain debt and swaps as net investment hedges. Foreign currency transaction gains and losses on intercompany loans that are not designated as permanent loans are recorded in earnings. Foreign currency transaction gains and losses on intercompany loans that are designated as permanent loans are recorded in other comprehensive income (loss) on our condensed statements of comprehensive income (loss). From time to time, we review such designation of intercompany loans. We review our non-U.S. dollar denominated debt and derivative instruments to determine the appropriate amounts designated as hedges. As of March 31, 2016, we have designated approximately €621 million (approximately $697 million) of euro-denominated debt and cross-currency interest rate contracts as a hedge of our net investment. For the three months ended March 31, 2016, the amount of loss recognized on the hedge of our net investment was $21 million and was recorded in other comprehensive income (loss) on our condensed consolidated statements of comprehensive income (loss).

FAIR VALUE

FAIR VALUE	3 Months Ended
FAIR VALUE	Mar. 31, 2016
FAIR VALUE
FAIR VALUE	8. FAIR VALUE The fair values of financial instruments were as follows (dollars in millions): March 31, 2016 December 31, 2015 Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value Non-qualified employee benefit plan investments $ $ $ $ Investments in equity securities Cross-currency interest rate contracts Interest rate contracts ) ) ) ) Long-term debt (including current portion) ) ) ) ) The carrying amounts reported in our condensed consolidated balance sheets of cash and cash equivalents, accounts receivable and accounts payable approximate fair value because of the immediate or short-term maturity of these financial instruments. The fair values of non-qualified employee benefit plan investments and investments in equity securities are obtained through market observable pricing using prevailing market prices. The estimated fair values of our long-term debt are based on quoted market prices for the identical liability when traded as an asset in an active market (Level 1). The fair value estimates presented herein are based on pertinent information available to management as of March 31, 2016 and December 31, 2015. Although management is not aware of any factors that would significantly affect the estimated fair value amounts, such amounts have not been comprehensively revalued for purposes of these financial statements since March 31, 2016 and current estimates of fair value may differ significantly from the amounts presented herein. The following assets and liabilities are measured at fair value on a recurring basis (dollars in millions): Fair Value Amounts Using Description March 31, 2016 Quoted prices in active markets for identical assets (Level 1)(4) Significant other observable inputs (Level 2)(4) Significant unobservable inputs (Level 3) Assets: Available-for sale equity securities: Equity mutual funds $ $ $ — $ — Investments in equity securities(1) — — Derivatives: Cross-currency interest rate contracts(2) — — Total assets $ $ $ — $ Liabilities: Derivatives: Interest rate contracts(3) $ ) $ — $ ) $ — Fair Value Amounts Using Description December 31, 2015 Quoted prices in active markets for identical assets (Level 1)(4) Significant other observable inputs (Level 2)(4) Significant unobservable inputs (Level 3) Assets: Available-for sale equity securities: Equity mutual funds $ $ $ — $ — Investments in equity securities(1) — — Derivatives: Cross-currency interest rate contracts(2) — — Total assets $ $ $ — $ Liabilities: Derivatives: Interest rate contracts(3) $ ) $ — $ ) $ — (1) As of April 1, 2015, we no longer exercise significant influence in our investment in Nippon Aqua Co., Ltd., for which we previously accounted using the equity method. Consequently, we now account for this investment at fair value as an available-for-sale equity security. (2) The income approach is used to calculate the fair value of these instruments. Fair value represents the present value of estimated future cash flows, calculated using relevant interest rates, exchange rates, and yield curves at stated intervals. There were no material changes to the valuation methods or assumptions used to determine the fair value during the current period. In November 2014, we entered into two five year cross-currency interest rate contracts and one eight year cross-currency interest rate contract. These instruments have been categorized by us as Level 3 within the fair value hierarchy due to unobservable inputs associated with the credit valuation adjustment, which we deemed to be significant inputs to the overall measurement of fair value at inception. (3) The income approach is used to calculate the fair value of these instruments. Fair value represents the present value of estimated future cash flows, calculated using relevant interest rates and yield curves at stated intervals. There were no material changes to the valuation methods or assumptions used to determine the fair value during the current period. (4) There were no transfers between Levels 1 and 2 within the fair value hierarchy for the three months ended March 31, 2016 and the year ended December 31, 2015. The following table shows a reconciliation of beginning and ending balances for the three months ended March 31, 2016 for instruments measured at fair value on a recurring basis using significant unobservable inputs (Level 3) (dollars in millions). Fair Value Measurements Using Significant Unobservable Inputs (Level 3) Cross-Currency Interest Rate Contracts Beginning balance, January 1, 2016 $ Transfers into Level 3 — Transfers out of Level 3 — Total gains (losses): Included in earnings — Included in other comprehensive income (loss) ) Purchases, sales, issuances and settlements — Ending balance, March 31, 2016 $ The amount of total gains (losses) for the period included in earnings attributable to the change in unrealized gains (losses) relating to assets still held at March 31, 2016 $ — Fair Value Measurements Using Significant Unobservable Inputs (Level 3) Cross-Currency Interest Rate Contracts Beginning balance, January 1, 2015 $ Transfers into Level 3 — Transfers out of Level 3 — Total gains (losses): Included in earnings — Included in other comprehensive income (loss) Purchases, sales, issuances and settlements — Ending balance, March 31, 2015 $ The amount of total gains (losses) for the period included in earnings attributable to the change in unrealized gains (losses) relating to assets still held at March 31, 2015 $ — Gains and losses (realized and unrealized) included in earnings for instruments measured at fair value on a recurring basis using significant unobservable inputs (Level 3) are reported in interest expense and other comprehensive income (loss) as follows (dollars in millions): 2016 Interest expense Other comprehensive income (loss) Total net gains included in earnings $ — $ — Changes in unrealized losses relating to assets still held at March 31, 2016 — ) 2015 Interest expense Other comprehensive income (loss) Total net gains included in earnings $ — $ — Changes in unrealized gains relating to assets still held at March 31, 2015 — We also have assets that under certain conditions are subject to measurement at fair value on a non-recurring basis. These assets include property, plant and equipment and those associated with acquired businesses, including goodwill and intangible assets. For these assets, measurement at fair value in periods subsequent to their initial recognition is applicable if one or more is determined to be impaired. During each of the three months ended March 31, 2016 and 2015, we recorded charges of nil for the impairment of long-lived assets.

EMPLOYEE BENEFIT PLANS

EMPLOYEE BENEFIT PLANS	3 Months Ended
EMPLOYEE BENEFIT PLANS	Mar. 31, 2016
EMPLOYEE BENEFIT PLANS
EMPLOYEE BENEFIT PLANS	9. EMPLOYEE BENEFIT PLANS Components of the net periodic benefit costs for the three months ended March 31, 2016 and 2015 were as follows (dollars in millions): Huntsman Corporation Defined Benefit Plans Other Postretirement Benefit Plans Three months ended March 31, Three months ended March 31, 2016 2015 2016 2015 Service cost $ $ $ $ Interest cost Expected return on assets ) ) — — Amortization of prior service benefit ) ) ) ) Amortization of actuarial loss Net periodic benefit cost $ $ $ $ Huntsman International Defined Benefit Plans Other Postretirement Benefit Plans Three months ended March 31, Three months ended March 31, 2016 2015 2016 2015 Service cost $ $ $ $ Interest cost Expected return on assets ) ) — — Amortization of prior service benefit ) ) ) ) Amortization of actuarial loss Net periodic benefit cost $ $ $ $ During the three months ended March 31, 2016 and 2015, we made contributions to our pension and other postretirement benefit plans of $20 million and $33 million, respectively. During the remainder of 2016, we expect to contribute an additional amount of approximately $55 million to these plans.

HUNTSMAN CORPORATION STOCKHOLDE

HUNTSMAN CORPORATION STOCKHOLDERS' EQUITY	3 Months Ended
HUNTSMAN CORPORATION STOCKHOLDERS' EQUITY	Mar. 31, 2016
HUNTSMAN CORPORATION STOCKHOLDERS' EQUITY
HUNTSMAN CORPORATION STOCKHOLDERS' EQUITY	10. HUNTSMAN CORPORATION STOCKHOLDERS' EQUITY SHARE REPURCHASE PROGRAM On September 29, 2015, our Board of Directors authorized our Company to repurchase up to $150 million in shares of Huntsman Corporation common stock. Repurchases under this program may be made through open market transactions, in privately negotiated transactions, through accelerated share repurchase programs or by other means. The timing and actual number of shares repurchased depends on a variety of factors, including market conditions. The share repurchase authorization does not have an expiration date and repurchases may be commenced, suspended or discontinued from time to time without prior notice. On October 27, 2015, we entered into and funded an accelerated share repurchase agreement with Citibank, N.A. to repurchase $100 million of our common stock. Citibank, N.A. made an initial delivery of approximately 7.1 million shares of our common stock based on the closing price of $11.94 on October 27, 2015. The accelerated share repurchase agreement was completed in January 2016 with the delivery of an additional approximately 1.5 million shares of common stock. The final number of shares repurchased and the aggregate cost per share of $11.68 was based on the Company's daily volume-weighted average stock price during the term of the transaction, less a discount. For more information, see "Part 2. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds." COMMON STOCK DIVIDENDS During the three months ended March 31, 2016 and 2015, we paid cash dividends of approximately $30 million and $31 million, respectively, or $0.125 per share, to common stockholders.

OTHER COMPREHENSIVE INCOME (LOS

OTHER COMPREHENSIVE INCOME (LOSS)	3 Months Ended
OTHER COMPREHENSIVE INCOME (LOSS)	Mar. 31, 2016
OTHER COMPREHENSIVE INCOME (LOSS)
OTHER COMPREHENSIVE INCOME (LOSS)	11. OTHER COMPREHENSIVE INCOME (LOSS) The components of other comprehensive income (loss) and changes in accumulated other comprehensive loss by component were as follows (dollars in millions): Huntsman Corporation Foreign currency translation adjustment(a) Pension and other postretirement benefits adjustments(b) Other comprehensive income of unconsolidated affiliates Other, net Total Amounts attributable to noncontrolling interests Amounts attributable to Huntsman Corporation Beginning balance, January 1, 2016 $ ) $ ) $ $ $ ) $ $ ) Other comprehensive income (loss) before reclassifications, gross — ) — ) Tax benefit — — — — Amounts reclassified from accumulated other comprehensive loss, gross(c) — — — — Tax benefit — — — — — — — Net current-period other comprehensive income (loss) ) — ) Ending balance, March 31, 2016 $ ) $ ) $ — $ $ ) $ $ ) (a) Amounts are net of tax of $80 and $90 as of March 31, 2016 and January 1, 2016, respectively. (b) Amounts are net of tax of $135 as of both March 31, 2016 and January 1, 2016. (c) See table below for details about these reclassifications. Foreign currency translation adjustment(a) Pension and other postretirement benefits adjustments(b) Other comprehensive income of unconsolidated affiliates Other, net Total Amounts attributable to noncontrolling interests Amounts attributable to Huntsman Corporation Beginning balance, January 1, 2015 $ $ ) $ $ $ ) $ $ ) Other comprehensive (loss) income before reclassifications, gross ) — ) — ) ) Tax expense ) — — — ) — ) Amounts reclassified from accumulated other comprehensive loss, gross(c) — — — — Tax expense — ) — — ) — ) Net current-period other comprehensive (loss) income ) ) — ) ) Ending balance, March 31, 2015 $ ) $ ) $ $ $ ) $ $ ) (a) Amounts are net of tax of $74 and $47 as of March 31, 2015 and January 1, 2015, respectively. (b) Amounts are net of tax of $178 and $182 as of March 31, 2015 and January 1, 2015, respectively. (c) See table below for details about these reclassifications. Three months ended March 31, 2016 2015 Details about Accumulated Other Comprehensive Loss Components(a): Amount reclassified from accumulated other comprehensive loss Amount reclassified from accumulated other comprehensive loss Affected line item in the statement where net income is presented Amortization of pension and other postretirement benefits: Prior service credit $ ) $ ) (b) Actuarial loss (b)(c) Total before tax — ) Income tax expense Total reclassifications for the period $ $ Net of tax (a) Pension and other postretirement benefits amounts in parentheses indicate credits on our condensed consolidated statements of operations. (b) These accumulated other comprehensive loss components are included in the computation of net periodic pension costs. See "Note 9. Employee Benefit Plans." (c) Amounts contain approximately $1 million of actuarial losses related to discontinued operations for both three months ended March 31, 2016 and 2015. Huntsman International Foreign currency translation adjustment(a) Pension and other postretirement benefits adjustments(b) Other comprehensive income of unconsolidated affiliates Other, net Total Amounts attributable to noncontrolling interests Amounts attributable to Huntsman International Beginning balance, January 1, 2016 $ ) $ ) $ $ $ ) $ $ ) Other comprehensive income (loss) before reclassifications, gross — ) — ) Tax benefit — — — — Amounts reclassified from accumulated other comprehensive loss, gross(c) — — — — Tax benefit — — — — — — — Net current-period other comprehensive income (loss) ) — ) Ending balance, March 31, 2016 $ ) $ ) $ — $ $ ) $ $ ) (a) Amounts are net of tax of $66 and $76 as of March 31, 2016 and January 1, 2016, respectively. (b) Amounts are net of tax of $163 as of both March 31, 2016 and January 1, 2016. (c) See table below for details about these reclassifications. Foreign currency translation adjustment(a) Pension and other postretirement benefits adjustments(b) Other comprehensive income of unconsolidated affiliates Other, net Total Amounts attributable to noncontrolling interests Amounts attributable to Huntsman International Beginning balance, January 1, 2015 $ $ ) $ $ $ ) $ $ ) Other comprehensive (loss) income before reclassifications, gross ) — ) — ) ) Tax expense ) — — — ) — ) Amounts reclassified from accumulated other comprehensive loss, gross(c) — — — — Tax expense — ) — — ) — ) Net current-period other comprehensive (loss) income ) ) — ) ) Ending balance, March 31, 2015 $ ) $ ) $ $ $ ) $ $ ) (a) Amounts are net of tax of $61 and $34 as of March 31, 2015 and January 1, 2015, respectively. (b) Amounts are net of tax of $207 and $211 as of March 31, 2015 and January 1, 2015, respectively. (c) See table below for details about these reclassifications. Three months ended March 31, 2016 2015 Details about Accumulated Other Comprehensive Loss Components(a): Amount reclassified from accumulated other comprehensive loss Amount reclassified from accumulated other comprehensive loss Affected line item in the statement where net income is presented Amortization of pension and other postretirement benefits: Prior service credit $ ) $ ) (b) Actuarial loss (b)(c) Total before tax — ) Income tax expense Total reclassifications for the period $ $ Net of tax (a) Pension and other postretirement benefits amounts in parentheses indicate credits on our condensed consolidated statements of operations. (b) These accumulated other comprehensive loss components are included in the computation of net periodic pension costs. See "Note 9. Employee Benefit Plans." (c) Amounts contain approximately $1 million of actuarial losses related to discontinued operations for both three months ended March 31, 2016 and 2015.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	3 Months Ended
COMMITMENTS AND CONTINGENCIES	Mar. 31, 2016
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES	12. COMMITMENTS AND CONTINGENCIES LEGAL MATTERS Antitrust Matters We were 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 alleged 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 were 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. On December 13, 2013, we and all other defendants settled the Direct Purchasers litigation and the court approved the settlement. We paid the settlement in an amount immaterial to our consolidated financial statements. 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 sued and ordered our case transferred to the U.S. District Court for the Southern District of Texas. Subsequently, Kronos, another defendant, was also severed from the Minnesota case and claims against it were transferred and consolidated for trial with our case in the Southern District of Texas. On February 26, 2016, we reached an agreement to settle the Opt-Out Litigation for an amount immaterial to our financial statements. The case was subsequently dismissed on March 9, 2016. 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 did the Direct Purchasers. On October 14, 2014, plaintiffs filed their Second Amended Class Action Complaint narrowing the class of plaintiffs to those merchants and consumers of architectural coatings containing titanium dioxide. On August 11, 2015, the court granted our motion to dismiss the Indirect Purchasers litigation with leave to amend the complaint. A Third Amended Class Action Complaint was filed on September 29, 2015 further limiting the class to consumers of architectural paints. Plaintiffs have raised state antitrust claims under the laws of 15 states, consumer protection claims under the laws of 9 states, and unjust enrichment claims under the laws of 16 states. On November 4, 2015, we and our co-defendants filed another motion to dismiss, which remains pending. The 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 this claim and could incur additional costs in amounts which in the aggregate could be material to us. Because of the overall complexity of this case, we are unable to reasonably estimate any possible loss or range of loss and we have made no accrual with respect to this claim. Product Delivery Claim We have been notified by a customer of potential claims related to our alleged delivery of a different product than the one the customer had ordered. Our customer claims that it was unaware that the different product had been delivered until after that product had been used to manufacture materials which were subsequently sold. Originally, the customer stated that it had been notified of claims by its customers of up to an aggregate of €153 million (approximately $172 million) relating to this matter and claimed 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 $127 million). Based on the facts currently available, 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 $127 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 ("the Banks") demanded that we indemnify them for claims brought against them by certain MatlinPatterson entities that were formerly our stockholders ("MatlinPatterson") in litigation filed by MatlinPatterson on June 19, 2012 in the 9th District Court in Montgomery County, Texas (the "Texas Litigation"). These claims allegedly arose from the failed acquisition by and merger with Hexion. The Texas Litigation was dismissed, which was upheld by the Ninth Court of Appeals and the Texas Supreme Court denied review by final order entered January 7, 2016. On July 14, 2014, the Banks demanded that we indemnify them for additional claims brought against them by certain other 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 in the Wisconsin Litigation have made essentially the same factual allegations as MatlinPatterson made in the Texas Litigation and, additionally, have named Apollo Global Management LLC and Apollo Management Holdings, L.P. as defendants. Stockholder plaintiffs in the Wisconsin Litigation assert claims for misrepresentation and conspiracy to defraud. On April 9, 2015, the court denied the Banks' motions to dismiss the Wisconsin Litigation, which were on the same grounds asserted in the Texas Litigation, as moot. We expect the Banks to refile these motions once limited discovery related to jurisdiction is complete. 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	3 Months Ended
ENVIRONMENTAL, HEALTH AND SAFETY MATTERS	Mar. 31, 2016
ENVIRONMENTAL, HEALTH AND SAFETY MATTERS
ENVIRONMENTAL, HEALTH AND SAFETY MATTERS	13. ENVIRONMENTAL, HEALTH AND SAFETY MATTERS 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 three months ended March 31, 2016 and 2015, our capital expenditures for EHS matters totaled $11 million and $26 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. 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 $39 million and $38 million for environmental liabilities as of March 31, 2016 and December 31, 2015, respectively. Of these amounts, $7 million and $6 million were classified as accrued liabilities in our consolidated balance sheets as of March 31, 2016 and December 31, 2015, respectively, and $32 million was classified as other noncurrent liabilities in our consolidated balance sheets for both March 31, 2016 and December 31, 2015. 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. ENVIRONMENTAL MATTERS 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 consolidated financial statements. 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. West Footscray Remediation 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 March 31, 2016, we had an accrued liability of approximately $17 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. North Maybe Mine Remediation The North Maybe Canyon Mine site is a CERCLA site and 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 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. Port Neches Flaring Matter As part of the Environmental Protection Agency's (the "EPA") 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 and has sought to collect civil penalties in excess of $100,000. 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 and conducted field trials on an alternate flare monitoring method beginning in September 2014. We are currently unable to determine the likelihood or magnitude of any potential penalty or injunctive relief that may be incurred in resolving this matter.

STOCK-BASED COMPENSATION PLANS

STOCK-BASED COMPENSATION PLANS	3 Months Ended
STOCK-BASED COMPENSATION PLANS	Mar. 31, 2016
STOCK-BASED COMPENSATION PLANS
STOCK-BASED COMPENSATION PLANS	14. 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 share unit 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 March 31, 2016, we were authorized to grant up to 37.2 million shares under the Stock Incentive Plan. As of March 31, 2016, we had 3 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; certain performance share unit awards vest over a two-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 ended March 31, 2016 2015 Huntsman Corporation compensation cost $ $ Huntsman International compensation cost The total income tax benefit recognized in the statements of operations for us and Huntsman International for stock-based compensation arrangements was $2 million for each of the three months ended March 31, 2016 and 2015. 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 ended March 31, 2016 2015 Dividend yield % % Expected volatility % % Risk-free interest rate % % Expected life of stock options granted during the period 5.9 years 5.9 years A summary of stock option activity under the Stock Incentive Plan as of March 31, 2016 and changes during the three months then ended is presented below: Option Awards Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (in thousands) (years) (in millions) Outstanding at January 1, 2016 $ Granted Exercised — — Forfeited ) Outstanding at March 31, 2016 $ Exercisable at March 31, 2016 The weighted-average grant-date fair value of stock options granted during the three months ended March 31, 2016 was $2.94 per option. As of March 31, 2016, there was $16 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 2.2 years. The total intrinsic value of stock options exercised during the three months ended both March 31, 2016 and 2015 was approximately nil. NONVESTED SHARES Nonvested shares granted under the Stock Incentive Plan consist of restricted stock and performance share unit awards, which are accounted for as equity awards, and phantom stock, which is accounted for as a liability award because it can be settled in either stock or cash. The fair value of each performance share unit award is estimated using a Monte Carlo simulation model that uses various assumptions, including an expected volatility rate and a risk-free interest rate. For the three months ended March 31, 2016 and 2015, the weighted-average expected volatility rate was 39.3% and 30.0%, respectively and the weighted average risk-free interest rate was 0.9% and 0.7%, respectively. For the performance share unit awards granted in the three months ended March 31, 2016 and 2015 the number of shares earned varies based upon the Company achieving certain performance criteria over two-year and three-year performance periods. The performance criteria are total stockholder return of our common stock relative to the total stockholder return of a specified industry peer group for the two-year and three-year performance periods. A summary of the status of our nonvested shares as of March 31, 2016 and changes during the three months then ended is presented below: Equity Awards Liability Awards Shares Weighted Average Grant-Date Fair Value Shares Weighted Average Grant-Date Fair Value (in thousands) (in thousands) Nonvested at January 1, 2016 $ $ Granted Vested )(1) ) Forfeited ) ) Nonvested at March 31, 2016 (1) As of March 31, 2016, a total of 454,900 restricted stock units were vested but not yet issued, of which 60,948 vested during the three months ended March 31, 2016. 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 March 31, 2016, there was $40 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 2.4 years. The value of share awards that vested during the three months ended March 31, 2016 and 2015 was $15 million and $20 million, respectively.

INCOME TAXES

INCOME TAXES	3 Months Ended
INCOME TAXES	Mar. 31, 2016
INCOME TAXES
INCOME TAXES	15. 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 our 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 three months ended March 31, 2016 and 2015, for unrecognized tax benefits that impact tax expense, we recorded a net decrease in unrecognized tax benefits and a corresponding income tax benefit of $1 million and a net decrease in unrecognized benefits and a corresponding income tax benefit of $9 million, respectively. Additional increases and decreases in unrecognized tax benefits were offset by cash settlements or decreases in net deferred tax assets and, therefore, did not affect income tax expense. Huntsman Corporation We recorded income tax expense of $27 million and $2 million for the three months ended March 31, 2016 and 2015, respectively. 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 $27 million and $3 million for the three months ended March 31, 2016 and 2015, respectively. 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	3 Months Ended
NET INCOME PER SHARE	Mar. 31, 2016
NET INCOME PER SHARE
NET INCOME PER SHARE	16. 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 ended March 31, 2016 2015 Numerator: Basic and diluted income from continuing operations: Income from continuing operations attributable to Huntsman Corporation $ $ Basic and diluted net income: Net income attributable to Huntsman Corporation $ $ Shares (denominator): Weighted average shares outstanding Dilutive securities: Stock-based awards Total weighted average shares outstanding, including dilutive shares Additional stock-based awards of 11.8 million and 2.3 million weighted average equivalent shares of stock were outstanding during the three months ended March 31, 2016 and 2015, respectively. However, these stock-based awards were not included in the computation of diluted earnings per share for the three months ended March 31, 2016 and 2015 because the effect would be anti-dilutive.

OPERATING SEGMENT INFORMATION

OPERATING SEGMENT INFORMATION	3 Months Ended
OPERATING SEGMENT INFORMATION	Mar. 31, 2016
OPERATING SEGMENT INFORMATION
OPERATING SEGMENT INFORMATION	17. OPERATING SEGMENT INFORMATION We derive our revenues, earnings and cash flows from the manufacture and sale of a wide variety of differentiated and commodity chemical products. We have reported our operations through five segments: Polyurethanes, Performance Products, Advanced Materials, Textile Effects and Pigments and Additives. 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 basic liquid and solid epoxy resins; specialty resin compounds; cross-linking, matting and curing agents; epoxy, acrylic and polyurethane-based formulations Textile Effects textile chemicals, dyes and inks Pigments and Additives titanium dioxide, functional additives, color pigments, timber treatment and water treatment chemicals 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 ended March 31, 2016 2015 Revenues: Polyurethanes $ $ Performance Products Advanced Materials Textile Effects Pigments and Additives Corporate and eliminations ) ) Total $ $ Huntsman Corporation: Segment EBITDA(1): Polyurethanes $ $ Performance Products Advanced Materials Textile Effects Pigments and Additives ) ) Corporate and other(2) ) ) Subtotal Discontinued Operations(3) ) ) Total Interest expense, net ) ) Income tax expense—continuing operations ) ) Income tax benefit (expense)—discontinued operations ) Depreciation and amortization ) ) Net income attributable to Huntsman Corporation $ $ Three months ended March 31, 2016 2015 Huntsman International: Segment EBITDA(1): Polyurethanes $ $ Performance Products Advanced Materials Textile Effects Pigments and Additives ) ) Corporate and other(2) ) ) Subtotal Discontinued Operations(3) ) ) Total Interest expense, net ) ) Income tax expense—continuing operations ) ) Income tax benefit (expense)—discontinued operations ) Depreciation and amortization ) ) Net income attributable to Huntsman International $ $ (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 FINANCI

CONDENSED CONSOLIDATING FINANCIAL INFORMATION OF HUNTSMAN INTERNATIONAL LLC	3 Months Ended
	Mar. 31, 2016
CONDENSED CONSOLIDATING FINANCIAL INFORMATION OF HUNTSMAN INTERNATIONAL LLC
CONDENSED CONSOLIDATING FINANCIAL INFORMATION OF HUNTSMAN INTERNATIONAL LLC	18. CONDENSED CONSOLIDATING FINANCIAL INFORMATION OF HUNTSMAN INTERNATIONAL LLC The following unaudited condensed consolidating financial statements present, in separate columns, financial information for the following: Huntsman International (on a parent only basis), with its investment in subsidiaries recorded under the equity method; the Guarantors on a combined, and where appropriate, consolidated basis; and the nonguarantors on a combined, and where appropriate, consolidated basis. Additional columns present eliminating adjustments and consolidated totals as of March 31, 2016 and December 31, 2015 and for the three months ended March 31, 2016 and 2015. There are no contractual restrictions limiting transfers of cash from the Guarantors to Huntsman International. Each of the Guarantors is wholly-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 AS OF MARCH 31, 2016 (In Millions) Parent Company Guarantors Nonguarantors Eliminations Consolidated Huntsman International LLC ASSETS Current assets: Cash and cash equivalents $ $ — $ $ — $ Restricted cash — — — Accounts and notes receivable, net Accounts receivable from affiliates ) Inventories ) Prepaid expenses ) Other current assets ) Total current assets ) Property, plant and equipment, net Investment in unconsolidated affiliates ) Intangible assets, net — Goodwill ) — Deferred income taxes — ) Notes receivable from affiliates — ) — Other noncurrent assets ) Total assets $ $ $ $ ) $ LIABILITIES AND EQUITY Current liabilities: Accounts payable $ $ $ $ $ Accounts payable to affiliates ) Accrued liabilities ) Note payable to affiliate — — — Current portion of debt — — Total current liabilities ) Long-term debt — — Notes payable to affiliates — ) Deferred income taxes Other noncurrent liabilities Total liabilities ) Equity Huntsman International LLC members' equity Members' equity ) Accumulated (deficit) income ) ) ) ) Accumulated other comprehensive (loss) income ) ) ) ) Total Huntsman International LLC members' equity ) Noncontrolling interests in subsidiaries — — Total equity ) Total liabilities and equity $ $ $ $ ) $ HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEETS AS OF DECEMBER 31, 2015 (In Millions) Parent Company Guarantors Nonguarantors Eliminations Consolidated Huntsman International LLC ASSETS Current assets: Cash and cash equivalents $ $ $ $ — $ Restricted cash — — — Accounts and notes receivable, net Accounts receivable from affiliates ) Inventories ) Prepaid expenses ) Other current assets ) Total current assets ) Property, plant and equipment, net Investment in unconsolidated affiliates ) Intangible assets, net — Goodwill ) — Deferred income taxes — ) Notes receivable from affiliates ) — Other noncurrent assets — Total assets $ $ $ $ ) $ LIABILITIES AND EQUITY Current liabilities: Accounts payable $ $ $ $ $ Accounts payable to affiliates ) Accrued liabilities ) Note payable to affiliate — — — Current portion of debt — — Total current liabilities ) Long-term debt — — Notes payable to affiliates — ) Deferred income taxes Other noncurrent liabilities Total liabilities ) Equity Huntsman International LLC members' equity Members' equity ) Accumulated (deficit) income ) ) ) ) Accumulated other comprehensive (loss) income ) ) ) ) Total Huntsman International LLC members' equity ) Noncontrolling interests in subsidiaries — — Total equity ) Total liabilities and equity $ $ $ $ ) $ HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) THREE MONTHS ENDED MARCH 31, 2016 (In Millions) Parent Company Guarantors Nonguarantors Eliminations Consolidated Huntsman International LLC Revenues: Trade sales, services and fees, net $ $ $ $ — $ Related party sales ) Total revenues ) Cost of goods sold ) Gross profit Selling, general and administrative — Research and development — Other operating expense (income) ) — — Restructuring, impairment and plant closing costs — — Operating income Interest (expense) income ) ) — ) Equity in income of investment in affiliates and subsidiaries ) Other income — — — Income from continuing operations before income taxes ) Income tax benefit (expense) ) ) — ) Income from continuing operations ) Income (loss) from discontinued operations, net of tax — ) — ) Net income ) Net income attributable to noncontrolling interests — — ) ) ) Net income attributable to Huntsman International LLC $ $ $ $ ) $ Net income $ $ $ $ ) $ Other comprehensive income ) Comprehensive income attributable to noncontrolling interests — — ) ) ) Comprehensive income attributable to Huntsman International LLC $ $ $ $ ) $ HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) THREE MONTHS ENDED MARCH 31, 2015 (In Millions) Parent Company Guarantors Nonguarantors Eliminations Consolidated Huntsman International LLC Revenues: Trade sales, services and fees, net $ $ $ $ — $ Related party sales ) Total revenues ) Cost of goods sold ) Gross profit ) Selling, general and administrative — Research and development — Other operating (income) expense ) — ) Restructuring, impairment and plant closing costs — — — Operating income (loss) ) ) Interest (expense) income ) ) — ) Equity in income (loss) of investment in affiliates and subsidiaries ) ) Loss on early extinguishment of debt ) — — — ) Other income (loss) ) — ) Income (loss) from continuing operations before income taxes ) ) Income tax benefit (expense) ) — ) Income (loss) from continuing operations ) ) Loss from discontinued operations, net of tax ) — ) — ) Net income (loss) ) ) Net income attributable to noncontrolling interests — — ) ) ) Net income (loss) attributable to Huntsman International LLC $ $ $ ) $ ) $ Net income (loss) $ $ $ ) $ ) $ Other comprehensive (loss) income ) ) ) Comprehensive income attributable to noncontrolling interests — — — ) ) Comprehensive (loss) income attributable to Huntsman International LLC $ ) $ $ ) $ $ ) HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS THREE MONTHS ENDED MARCH 31, 2016 (In Millions) Parent Company Guarantors Nonguarantors Eliminations Consolidated Huntsman International LLC Net cash provided by (used in) operating activities $ $ $ ) $ $ Investing activities: Capital expenditures ) ) ) — ) Cash received from unconsolidated affiliates — — — Investment in affiliate ) — — Investment in unconsolidated affiliates — ) ) — ) Increase in receivable from affiliate ) — — — ) Change in restricted cash — — — Other, net — — ) — ) Net cash used in investing activities ) ) ) ) Financing activities: Net borrowings under revolving loan facilities — — — Repayments of short-term debt — — ) — ) Borrowings on short-term debt — — — Repayments of long-term debt ) — ) — ) Proceeds from notes payable to affiliate — — ) — Repayments of notes payable ) — — — ) Borrowings on notes payable — — — Dividends paid to noncontrolling intrests — — ) ) ) Contribution from parent — ) — Distribution to parent — ) ) — Dividends paid to parent ) — — — ) Net cash (used in) provided by financing activities ) ) ) ) Effect of exchange rate changes on cash — — — Decrease in cash and cash equivalents ) ) ) — ) Cash and cash equivalents at beginning of period — Cash and cash equivalents at end of period $ $ — $ $ — $ HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS THREE MONTHS ENDED MARCH 31, 2015 (In Millions) Parent Company Guarantors Nonguarantors Eliminations Consolidated Huntsman International LLC Net cash (used in) provided by operating activities $ ) $ $ $ — $ Investing activities: Capital expenditures ) ) ) — ) Cash received from unconsolidated affiliates — — — Investment in affiliate ) ) — — Investment in unconsolidated affiliates — ) ) — ) Increase in receivable from affiliate ) — — — ) Cash received from termination of cross-currency interest rate contracts — — — Net cash provided by (used in) investing activities ) ) ) Financing activities: Net repayments on overdraft facilities — — ) — ) Repayments of short-term debt — — ) — ) Repayments of long-term debt ) — ) — ) Proceeds from issuance of long-term debt — — — Repayments of notes payable to affiliate ) — — — ) Repayments of notes payable ) — — — ) Debt issuance costs paid ) — — — ) Call premiums related to early extinguishment of debt ) — — — ) Contingent consideration paid for acquisition ) — — — ) Contribution from parent — ) — Distribution to parent — ) ) — Dividends paid to parent ) — — — ) Excess tax benefit related to stock-based compensation — — — Other, net — — ) — ) Net cash provided by (used in) financing activities ) — ) Effect of exchange rate changes on cash — — ) — ) (Decrease) increase in cash and cash equivalents ) ) — Cash and cash equivalents at beginning of period — Cash and cash equivalents at end of period $ $ — $ $ — $ During the three months ended March 31, 2015, we made a noncash capital contribution of approximately $284 million between guarantor and nonguarantor entities and a noncash capital contribution of approximately $123 million between parent and guarantor entities.

GENERAL (Policies)

GENERAL (Policies)	3 Months Ended
GENERAL (Policies)	Mar. 31, 2016
GENERAL
PRINCIPLES OF CONSOLIDATION	PRINCIPLES OF CONSOLIDATION Our condensed consolidated financial statements include the accounts of our wholly-owned and majority-owned subsidiaries and any variable interest entities for which we are the primary beneficiary. Intercompany accounts and transactions have been eliminated.
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.

INVENTORIES (Tables)

INVENTORIES (Tables)	3 Months Ended
INVENTORIES (Tables)	Mar. 31, 2016
INVENTORIES
Components of inventory	Inventories consisted of the following (dollars in millions): March 31, 2016 December 31, 2015 Raw materials and supplies $ $ Work in progress Finished goods Total LIFO reserves ) ) Net inventories $ $

VARIABLE INTEREST ENTITIES (Tab

VARIABLE INTEREST ENTITIES (Tables)	3 Months Ended
VARIABLE INTEREST ENTITIES (Tables)	Mar. 31, 2016
Rubicon LLC, Pacific Iron Products, Arabian Amines and Sasol Huntsman GmbH, Co. KG and Viance
Identification of variable interest entities through investments and transactions
Schedule of assets and liabilities of variable interest entities included in condensed consolidated balance sheets	The following table summarizes the carrying amount of our variable interest entities' assets and liabilities included in our condensed consolidated balance sheets, before intercompany eliminations, as of March 31, 2016 and our consolidated balance sheets as of December 31, 2015 (dollars in millions): March 31, 2016 December 31, 2015 Current assets $ $ Property, plant and equipment, net Other noncurrent assets Deferred income taxes Intangible assets Goodwill Total assets $ $ Current liabilities $ $ Long-term debt Deferred income taxes Other noncurrent liabilities Total liabilities $ $

RESTRUCTURING, IMPAIRMENT AND30

RESTRUCTURING, IMPAIRMENT AND PLANT CLOSING COSTS (Tables)	3 Months Ended
RESTRUCTURING, IMPAIRMENT AND PLANT CLOSING COSTS (Tables)	Mar. 31, 2016
RESTRUCTURING, IMPAIRMENT AND PLANT CLOSING COSTS
Accrued restructuring costs by type of cost and initiative	As of March 31, 2016 and December 31, 2015, accrued restructuring costs by type of cost and initiative consisted of the following (dollars in millions): Workforce reductions(1) Demolition and decommissioning Non-cancelable lease and contract termination costs Other restructuring costs Total(2) Accrued liabilities as of January 1, 2016 $ $ $ $ $ 2016 charges for 2015 and prior initiatives Reversal of reserves no longer required — — ) — ) Distribution of prefunded restructuring costs ) ) — — ) 2016 payments for 2015 and prior initiatives ) ) — ) ) Foreign currency effect on liability balance — — Accrued liabilities as of March 31, 2016 $ $ $ $ $ (1) The workforce reduction reserves relate to the termination of 773 positions, of which 702 positions had not been terminated as of March 31, 2016. (2) Accrued liabilities by initiatives were as follows (dollars in millions): March 31, 2016 December 31, 2015 2014 and prior initiatives $ $ 2015 initiatives Total $ $
Accrued liabilities by initiative	Accrued liabilities by initiatives were as follows (dollars in millions): March 31, 2016 December 31, 2015 2014 and prior initiatives $ $ 2015 initiatives Total $ $
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 Products Advanced Materials Textile Effects Pigments Discontinued Operations Corporate and Other Total Accrued liabilities as of January 1, 2016 $ $ $ $ $ $ $ $ 2016 charges for 2015 and prior initiatives — — — — Reversal of reserves no longer required — — — ) — — — ) Distribution of prefunded restructuring costs — ) — ) ) — — ) 2016 payments for 2015 and prior initiatives ) ) — ) ) — ) ) Foreign currency effect on liability balance — — — — — Accrued liabilities as of March 31, 2016 $ $ $ $ $ $ $ $ Current portion of restructuring reserves $ $ $ — $ $ $ $ $ Long-term portion of restructuring reserves — — — —
Cash and noncash restructuring charges by initiative	Details with respect to cash and noncash restructuring charges for the three months ended March 31, 2016 and 2015 by initiative are provided below (dollars in millions): Three months ended March 31, 2016 Cash charges: 2016 charges for 2015 and prior initiatives $ Reversal of reserves no longer required ) Accelerated depreciation Other non-cash charges Total 2016 Restructuring, Impairment and Plant Closing Costs $ Three months ended March 31, 2015 Cash charges: 2015 charges for 2014 and prior initiatives $ 2015 charges for 2015 initiatives Reversal of reserves no longer required ) Accelerated depreciation Total 2015 Restructuring, Impairment and Plant Closing Costs $

DEBT (Tables)

DEBT (Tables)	3 Months Ended
DEBT (Tables)	Mar. 31, 2016
Debt
Outstanding debt	Outstanding debt, net of debt issuance costs, consisted of the following (dollars in millions): March 31, 2016 December 31, 2015 Senior Credit Facilities: Term loans $ $ Amounts outstanding under A/R programs Senior notes Variable interest entities Other Total debt—excluding debt to affiliates $ $ Total current portion of debt $ $ Long-term portion Total debt—excluding debt to affiliates $ $ Total debt—excluding debt to affiliates $ $ Notes payable to affiliates-noncurrent Total debt $ $
Huntsman International
Debt
Outstanding debt	Outstanding debt, net of debt issuance costs, consisted of the following (dollars in millions): March 31, 2016 December 31, 2015 Senior Credit Facilities: Term loans $ $ Amounts outstanding under A/R programs Senior notes Variable interest entities Other Total debt—excluding debt to affiliates $ $ Total current portion of debt $ $ Long-term portion Total debt—excluding debt to affiliates $ $ Total debt—excluding debt to affiliates $ $ Notes payable to affiliates-current Notes payable to affiliates-noncurrent Total debt $ $
Schedule of Senior Credit Facilities	As of March 31, 2016, our senior credit facilities ("Senior Credit Facilities") consisted of our Revolving Facility, our Extended Term Loan B, our Extended Term Loan B—Series 2, our 2015 extended term loan B facility ("2015 Extended Term Loan B"), our 2014 term loan facility ("2014 Term Loan B") and our Term Loan C as follows (dollars in millions): Facility Committed Amount Principal Outstanding Unamortized Discounts and Debt Issuance Costs Carrying Value Interest Rate(3) Maturity Revolving Facility(1) $ $ — $ — $ — USD LIBOR plus 3.00% 2017 Extended Term Loan B NA ) USD LIBOR plus 2.75% 2017 Extended Term Loan B—Series 2 NA — USD LIBOR plus 3.00% 2017 2015 Extended Term Loan B NA ) USD LIBOR plus 3.00% 2019 2014 Term Loan B NA ) USD LIBOR plus 3.00%(2) 2021 Term Loan C NA — USD LIBOR plus 2.25% 2016 (1) We had no borrowings outstanding under our Revolving Facility; we had approximately $15 million (U.S. dollar equivalents) of letters of credit and bank guarantees issued and outstanding under our Revolving Facility. (2) The 2014 Term Loan B is subject to a 0.75% LIBOR floor. (3) The applicable interest rate of the Senior Credit Facilities is subject to certain secured leverage ratio thresholds. As of March 31, 2016, the weighted average interest rate on our outstanding balances under the Senior Credit Facilities was approximately 4%.
Schedule of A/R Programs	The receivables collateralize debt incurred by the U.S. SPE and the EU SPE. Information regarding our A/R Programs as of March 31, 2016 was as follows (monetary amounts in millions): Facility Maturity Maximum Funding Availability(1) Amount Outstanding Interest Rate(2) U.S. A/R Program March 2018 $250 $135(3) Applicable rate plus 0.95% EU A/R Program March 2018 €225 €114 Applicable rate plus 1.10% (approximately $252) (approximately $128) (1) The amount of actual availability under our A/R Programs may be lower based on the level of eligible receivables sold, changes in the credit ratings of our customers, customer concentration levels and certain characteristics of the accounts receivable being transferred, as defined in the applicable agreements. (2) Applicable rate for our U.S. A/R Program is defined by the lender as either USD LIBOR or CP rate. Applicable rate for our EU A/R Program is either GBP LIBOR, USD LIBOR or EURIBOR. In addition, the U.S. SPE and the EU SPE are obligated to pay unused commitment fees to the lenders based on the amount of each lender's commitment. (3) As of March 31, 2016, we had approximately $7 million (U.S. dollar equivalents) of letters of credit issued and outstanding under our U.S. A/R Program.
Redemption of Notes and Loss on Early Extinguishment of Debt	During the three months ended March 31, 2015, we redeemed or repurchased the following notes (dollars in millions): Date of Redemption Notes Principal Amount of Notes Redeemed Amount Paid (Excluding Accrued Interest) Loss on Early Extinguishment of Debt January 2015 2021 Senior Subordinated Notes $ $ $

DERIVATIVE INSTRUMENTS AND HE32

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Tables)	3 Months Ended
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Tables)	Mar. 31, 2016
Huntsman International
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
Schedule of cash flow hedges and the effective portion of the changes in the fair value of the swaps	These swaps are designated as cash flow hedges and the effective portion of the changes in the fair value of the swaps are recorded in other comprehensive income (loss) (dollars in millions): March 31, 2016 Notional Value Effective Date Maturity Fixed Rate Fair Value $ December 2014 April 2017 % $1 noncurrent liability January 2015 April 2017 % 1 noncurrent liability

FAIR VALUE (Tables)

FAIR VALUE (Tables)	3 Months Ended
FAIR VALUE (Tables)	Mar. 31, 2016
FAIR VALUE
Fair values of financial instruments	The fair values of financial instruments were as follows (dollars in millions): March 31, 2016 December 31, 2015 Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value Non-qualified employee benefit plan investments $ $ $ $ Investments in equity securities Cross-currency interest rate contracts Interest rate contracts ) ) ) ) Long-term debt (including current portion) ) ) ) )
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 March 31, 2016 Quoted prices in active markets for identical assets (Level 1)(4) Significant other observable inputs (Level 2)(4) Significant unobservable inputs (Level 3) Assets: Available-for sale equity securities: Equity mutual funds $ $ $ — $ — Investments in equity securities(1) — — Derivatives: Cross-currency interest rate contracts(2) — — Total assets $ $ $ — $ Liabilities: Derivatives: Interest rate contracts(3) $ ) $ — $ ) $ — Fair Value Amounts Using Description December 31, 2015 Quoted prices in active markets for identical assets (Level 1)(4) Significant other observable inputs (Level 2)(4) Significant unobservable inputs (Level 3) Assets: Available-for sale equity securities: Equity mutual funds $ $ $ — $ — Investments in equity securities(1) — — Derivatives: Cross-currency interest rate contracts(2) — — Total assets $ $ $ — $ Liabilities: Derivatives: Interest rate contracts(3) $ ) $ — $ ) $ — (1) As of April 1, 2015, we no longer exercise significant influence in our investment in Nippon Aqua Co., Ltd., for which we previously accounted using the equity method. Consequently, we now account for this investment at fair value as an available-for-sale equity security. (2) The income approach is used to calculate the fair value of these instruments. Fair value represents the present value of estimated future cash flows, calculated using relevant interest rates, exchange rates, and yield curves at stated intervals. There were no material changes to the valuation methods or assumptions used to determine the fair value during the current period. In November 2014, we entered into two five year cross-currency interest rate contracts and one eight year cross-currency interest rate contract. These instruments have been categorized by us as Level 3 within the fair value hierarchy due to unobservable inputs associated with the credit valuation adjustment, which we deemed to be significant inputs to the overall measurement of fair value at inception. (3) The income approach is used to calculate the fair value of these instruments. Fair value represents the present value of estimated future cash flows, calculated using relevant interest rates and yield curves at stated intervals. There were no material changes to the valuation methods or assumptions used to determine the fair value during the current period. (4) There were no transfers between Levels 1 and 2 within the fair value hierarchy for the three months ended March 31, 2016 and the year ended December 31, 2015.
Reconciliation of beginning and ending balances for assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3)	The following table shows a reconciliation of beginning and ending balances for the three months ended March 31, 2016 for instruments measured at fair value on a recurring basis using significant unobservable inputs (Level 3) (dollars in millions). Fair Value Measurements Using Significant Unobservable Inputs (Level 3) Cross-Currency Interest Rate Contracts Beginning balance, January 1, 2016 $ Transfers into Level 3 — Transfers out of Level 3 — Total gains (losses): Included in earnings — Included in other comprehensive income (loss) ) Purchases, sales, issuances and settlements — Ending balance, March 31, 2016 $ The amount of total gains (losses) for the period included in earnings attributable to the change in unrealized gains (losses) relating to assets still held at March 31, 2016 $ — Fair Value Measurements Using Significant Unobservable Inputs (Level 3) Cross-Currency Interest Rate Contracts Beginning balance, January 1, 2015 $ Transfers into Level 3 — Transfers out of Level 3 — Total gains (losses): Included in earnings — Included in other comprehensive income (loss) Purchases, sales, issuances and settlements — Ending balance, March 31, 2015 $ The amount of total gains (losses) for the period included in earnings attributable to the change in unrealized gains (losses) relating to assets still held at March 31, 2015 $ —
Schedule of gains and losses (realized and unrealized) included in earnings reported in interest expense and other comprehensive income (loss)	Gains and losses (realized and unrealized) included in earnings for instruments measured at fair value on a recurring basis using significant unobservable inputs (Level 3) are reported in interest expense and other comprehensive income (loss) as follows (dollars in millions): 2016 Interest expense Other comprehensive income (loss) Total net gains included in earnings $ — $ — Changes in unrealized losses relating to assets still held at March 31, 2016 — ) 2015 Interest expense Other comprehensive income (loss) Total net gains included in earnings $ — $ — Changes in unrealized gains relating to assets still held at March 31, 2015 —

EMPLOYEE BENEFIT PLANS (Tables)

EMPLOYEE BENEFIT PLANS (Tables)	3 Months Ended
EMPLOYEE BENEFIT PLANS (Tables)	Mar. 31, 2016
EMPLOYEE BENEFIT PLANS
Components of the net periodic benefit costs	Components of the net periodic benefit costs for the three months ended March 31, 2016 and 2015 were as follows (dollars in millions): Defined Benefit Plans Other Postretirement Benefit Plans Three months ended March 31, Three months ended March 31, 2016 2015 2016 2015 Service cost $ $ $ $ Interest cost Expected return on assets ) ) — — Amortization of prior service benefit ) ) ) ) Amortization of actuarial loss Net periodic benefit cost $ $ $ $
Huntsman International
EMPLOYEE BENEFIT PLANS
Components of the net periodic benefit costs	Components of the net periodic benefit costs for the three months ended March 31, 2016 and 2015 were as follows (dollars in millions): Defined Benefit Plans Other Postretirement Benefit Plans Three months ended March 31, Three months ended March 31, 2016 2015 2016 2015 Service cost $ $ $ $ Interest cost Expected return on assets ) ) — — Amortization of prior service benefit ) ) ) ) Amortization of actuarial loss Net periodic benefit cost $ $ $ $

OTHER COMPREHENSIVE INCOME (L35

OTHER COMPREHENSIVE INCOME (LOSS) (Tables)	3 Months Ended
OTHER COMPREHENSIVE INCOME (LOSS) (Tables)	Mar. 31, 2016
Components of other comprehensive income (loss)
Schedule of other comprehensive income (loss) and changes in accumulated other comprehensive loss by component	The components of other comprehensive income (loss) and changes in accumulated other comprehensive loss by component were as follows (dollars in millions): Foreign currency translation adjustment(a) Pension and other postretirement benefits adjustments(b) Other comprehensive income of unconsolidated affiliates Other, net Total Amounts attributable to noncontrolling interests Amounts attributable to Huntsman Corporation Beginning balance, January 1, 2016 $ ) $ ) $ $ $ ) $ $ ) Other comprehensive income (loss) before reclassifications, gross — ) — ) Tax benefit — — — — Amounts reclassified from accumulated other comprehensive loss, gross(c) — — — — Tax benefit — — — — — — — Net current-period other comprehensive income (loss) ) — ) Ending balance, March 31, 2016 $ ) $ ) $ — $ $ ) $ $ ) (a) Amounts are net of tax of $80 and $90 as of March 31, 2016 and January 1, 2016, respectively. (b) Amounts are net of tax of $135 as of both March 31, 2016 and January 1, 2016. (c) See table below for details about these reclassifications. Foreign currency translation adjustment(a) Pension and other postretirement benefits adjustments(b) Other comprehensive income of unconsolidated affiliates Other, net Total Amounts attributable to noncontrolling interests Amounts attributable to Huntsman Corporation Beginning balance, January 1, 2015 $ $ ) $ $ $ ) $ $ ) Other comprehensive (loss) income before reclassifications, gross ) — ) — ) ) Tax expense ) — — — ) — ) Amounts reclassified from accumulated other comprehensive loss, gross(c) — — — — Tax expense — ) — — ) — ) Net current-period other comprehensive (loss) income ) ) — ) ) Ending balance, March 31, 2015 $ ) $ ) $ $ $ ) $ $ ) (a) Amounts are net of tax of $74 and $47 as of March 31, 2015 and January 1, 2015, respectively. (b) Amounts are net of tax of $178 and $182 as of March 31, 2015 and January 1, 2015, respectively. (c) See table below for details about these reclassifications.
Schedule of details about reclassifications from accumulated other comprehensive loss	Three months ended March 31, 2016 2015 Details about Accumulated Other Comprehensive Loss Components(a): Amount reclassified from accumulated other comprehensive loss Amount reclassified from accumulated other comprehensive loss Affected line item in the statement where net income is presented Amortization of pension and other postretirement benefits: Prior service credit $ ) $ ) (b) Actuarial loss (b)(c) Total before tax — ) Income tax expense Total reclassifications for the period $ $ Net of tax (a) Pension and other postretirement benefits amounts in parentheses indicate credits on our condensed consolidated statements of operations. (b) These accumulated other comprehensive loss components are included in the computation of net periodic pension costs. See "Note 9. Employee Benefit Plans." (c) Amounts contain approximately $1 million of actuarial losses related to discontinued operations for both three months ended March 31, 2016 and 2015.
Huntsman International
Components of other comprehensive income (loss)
Schedule of other comprehensive income (loss) and changes in accumulated other comprehensive loss by component	The components of other comprehensive income (loss) and changes in accumulated other comprehensive loss by component were as follows (dollars in millions): Foreign currency translation adjustment(a) Pension and other postretirement benefits adjustments(b) Other comprehensive income of unconsolidated affiliates Other, net Total Amounts attributable to noncontrolling interests Amounts attributable to Huntsman International Beginning balance, January 1, 2016 $ ) $ ) $ $ $ ) $ $ ) Other comprehensive income (loss) before reclassifications, gross — ) — ) Tax benefit — — — — Amounts reclassified from accumulated other comprehensive loss, gross(c) — — — — Tax benefit — — — — — — — Net current-period other comprehensive income (loss) ) — ) Ending balance, March 31, 2016 $ ) $ ) $ — $ $ ) $ $ ) (a) Amounts are net of tax of $66 and $76 as of March 31, 2016 and January 1, 2016, respectively. (b) Amounts are net of tax of $163 as of both March 31, 2016 and January 1, 2016. (c) See table below for details about these reclassifications. Foreign currency translation adjustment(a) Pension and other postretirement benefits adjustments(b) Other comprehensive income of unconsolidated affiliates Other, net Total Amounts attributable to noncontrolling interests Amounts attributable to Huntsman International Beginning balance, January 1, 2015 $ $ ) $ $ $ ) $ $ ) Other comprehensive (loss) income before reclassifications, gross ) — ) — ) ) Tax expense ) — — — ) — ) Amounts reclassified from accumulated other comprehensive loss, gross(c) — — — — Tax expense — ) — — ) — ) Net current-period other comprehensive (loss) income ) ) — ) ) Ending balance, March 31, 2015 $ ) $ ) $ $ $ ) $ $ ) (a) Amounts are net of tax of $61 and $34 as of March 31, 2015 and January 1, 2015, respectively. (b) Amounts are net of tax of $207 and $211 as of March 31, 2015 and January 1, 2015, respectively. (c) See table below for details about these reclassifications.
Schedule of details about reclassifications from accumulated other comprehensive loss	Three months ended March 31, 2016 2015 Details about Accumulated Other Comprehensive Loss Components(a): Amount reclassified from accumulated other comprehensive loss Amount reclassified from accumulated other comprehensive loss Affected line item in the statement where net income is presented Amortization of pension and other postretirement benefits: Prior service credit $ ) $ ) (b) Actuarial loss (b)(c) Total before tax — ) Income tax expense Total reclassifications for the period $ $ Net of tax (a) Pension and other postretirement benefits amounts in parentheses indicate credits on our condensed consolidated statements of operations. (b) These accumulated other comprehensive loss components are included in the computation of net periodic pension costs. See "Note 9. Employee Benefit Plans." (c) Amounts contain approximately $1 million of actuarial losses related to discontinued operations for both three months ended March 31, 2016 and 2015.

STOCK-BASED COMPENSATION PLANS

STOCK-BASED COMPENSATION PLANS (Tables)	3 Months Ended
STOCK-BASED COMPENSATION PLANS (Tables)	Mar. 31, 2016
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 ended March 31, 2016 2015 Huntsman Corporation compensation cost $ $ Huntsman International compensation cost
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 ended March 31, 2016 2015 Dividend yield % % Expected volatility % % Risk-free interest rate % % Expected life of stock options granted during the period 5.9 years 5.9 years
Summary of stock option activity under the Stock Incentive Plan	Option Awards Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (in thousands) (years) (in millions) Outstanding at January 1, 2016 $ Granted Exercised — — Forfeited ) Outstanding at March 31, 2016 $ Exercisable at March 31, 2016
Summary of status of nonvested shares under the Stock Incentive Plan	Equity Awards Liability Awards Shares Weighted Average Grant-Date Fair Value Shares Weighted Average Grant-Date Fair Value (in thousands) (in thousands) Nonvested at January 1, 2016 $ $ Granted Vested )(1) ) Forfeited ) ) Nonvested at March 31, 2016 (1) As of March 31, 2016, a total of 454,900 restricted stock units were vested but not yet issued, of which 60,948 vested during the three months ended March 31, 2016. 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)	3 Months Ended
NET INCOME PER SHARE (Tables)	Mar. 31, 2016
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 ended March 31, 2016 2015 Numerator: Basic and diluted income from continuing operations: Income from continuing operations attributable to Huntsman Corporation $ $ Basic and diluted net income: Net income attributable to Huntsman Corporation $ $ Shares (denominator): Weighted average shares outstanding Dilutive securities: Stock-based awards Total weighted average shares outstanding, including dilutive shares

OPERATING SEGMENT INFORMATION (

OPERATING SEGMENT INFORMATION (Tables)	3 Months Ended
OPERATING SEGMENT INFORMATION (Tables)	Mar. 31, 2016
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 basic liquid and solid epoxy resins; specialty resin compounds; cross-linking, matting and curing agents; epoxy, acrylic and polyurethane-based formulations Textile Effects textile chemicals, dyes and inks Pigments and Additives titanium dioxide, functional additives, color pigments, timber treatment and water treatment chemicals
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 ended March 31, 2016 2015 Revenues: Polyurethanes $ $ Performance Products Advanced Materials Textile Effects Pigments and Additives Corporate and eliminations ) ) Total $ $ Huntsman Corporation: Segment EBITDA(1): Polyurethanes $ $ Performance Products Advanced Materials Textile Effects Pigments and Additives ) ) Corporate and other(2) ) ) Subtotal Discontinued Operations(3) ) ) Total Interest expense, net ) ) Income tax expense—continuing operations ) ) Income tax benefit (expense)—discontinued operations ) Depreciation and amortization ) ) Net income attributable to Huntsman Corporation $ $ (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
Operating segment information
Schedule of revenues and EBITDA for each of the entity's reportable operating segments	Three months ended March 31, 2016 2015 Huntsman International: Segment EBITDA(1): Polyurethanes $ $ Performance Products Advanced Materials Textile Effects Pigments and Additives ) ) Corporate and other(2) ) ) Subtotal Discontinued Operations(3) ) ) Total Interest expense, net ) ) Income tax expense—continuing operations ) ) Income tax benefit (expense)—discontinued operations ) Depreciation and amortization ) ) Net income attributable to Huntsman International $ $ (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 FINAN39

CONDENSED CONSOLIDATING FINANCIAL INFORMATION OF HUNTSMAN INTERNATIONAL LLC (Tables) - Huntsman International	3 Months Ended
	Mar. 31, 2016
CONDENSED CONSOLIDATING FINANCIAL INFORMATION OF HUNTSMAN INTERNATIONAL LLC
CONDENSED CONSOLIDATING BALANCE SHEETS	AS OF MARCH 31, 2016 (In Millions) Parent Company Guarantors Nonguarantors Eliminations Consolidated Huntsman International LLC ASSETS Current assets: Cash and cash equivalents $ $ — $ $ — $ Restricted cash — — — Accounts and notes receivable, net Accounts receivable from affiliates ) Inventories ) Prepaid expenses ) Other current assets ) Total current assets ) Property, plant and equipment, net Investment in unconsolidated affiliates ) Intangible assets, net — Goodwill ) — Deferred income taxes — ) Notes receivable from affiliates — ) — Other noncurrent assets ) Total assets $ $ $ $ ) $ LIABILITIES AND EQUITY Current liabilities: Accounts payable $ $ $ $ $ Accounts payable to affiliates ) Accrued liabilities ) Note payable to affiliate — — — Current portion of debt — — Total current liabilities ) Long-term debt — — Notes payable to affiliates — ) Deferred income taxes Other noncurrent liabilities Total liabilities ) Equity Huntsman International LLC members' equity Members' equity ) Accumulated (deficit) income ) ) ) ) Accumulated other comprehensive (loss) income ) ) ) ) Total Huntsman International LLC members' equity ) Noncontrolling interests in subsidiaries — — Total equity ) Total liabilities and equity $ $ $ $ ) $ AS OF DECEMBER 31, 2015 (In Millions) Parent Company Guarantors Nonguarantors Eliminations Consolidated Huntsman International LLC ASSETS Current assets: Cash and cash equivalents $ $ $ $ — $ Restricted cash — — — Accounts and notes receivable, net Accounts receivable from affiliates ) Inventories ) Prepaid expenses ) Other current assets ) Total current assets ) Property, plant and equipment, net Investment in unconsolidated affiliates ) Intangible assets, net — Goodwill ) — Deferred income taxes — ) Notes receivable from affiliates ) — Other noncurrent assets — Total assets $ $ $ $ ) $ LIABILITIES AND EQUITY Current liabilities: Accounts payable $ $ $ $ $ Accounts payable to affiliates ) Accrued liabilities ) Note payable to affiliate — — — Current portion of debt — — Total current liabilities ) Long-term debt — — Notes payable to affiliates — ) Deferred income taxes Other noncurrent liabilities Total liabilities ) Equity Huntsman International LLC members' equity Members' equity ) Accumulated (deficit) income ) ) ) ) Accumulated other comprehensive (loss) income ) ) ) ) Total Huntsman International LLC members' equity ) Noncontrolling interests in subsidiaries — — Total equity ) Total liabilities and equity $ $ $ $ ) $
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)	THREE MONTHS ENDED MARCH 31, 2016 (In Millions) Parent Company Guarantors Nonguarantors Eliminations Consolidated Huntsman International LLC Revenues: Trade sales, services and fees, net $ $ $ $ — $ Related party sales ) Total revenues ) Cost of goods sold ) Gross profit Selling, general and administrative — Research and development — Other operating expense (income) ) — — Restructuring, impairment and plant closing costs — — Operating income Interest (expense) income ) ) — ) Equity in income of investment in affiliates and subsidiaries ) Other income — — — Income from continuing operations before income taxes ) Income tax benefit (expense) ) ) — ) Income from continuing operations ) Income (loss) from discontinued operations, net of tax — ) — ) Net income ) Net income attributable to noncontrolling interests — — ) ) ) Net income attributable to Huntsman International LLC $ $ $ $ ) $ Net income $ $ $ $ ) $ Other comprehensive income ) Comprehensive income attributable to noncontrolling interests — — ) ) ) Comprehensive income attributable to Huntsman International LLC $ $ $ $ ) $ THREE MONTHS ENDED MARCH 31, 2015 (In Millions) Parent Company Guarantors Nonguarantors Eliminations Consolidated Huntsman International LLC Revenues: Trade sales, services and fees, net $ $ $ $ — $ Related party sales ) Total revenues ) Cost of goods sold ) Gross profit ) Selling, general and administrative — Research and development — Other operating (income) expense ) — ) Restructuring, impairment and plant closing costs — — — Operating income (loss) ) ) Interest (expense) income ) ) — ) Equity in income (loss) of investment in affiliates and subsidiaries ) ) Loss on early extinguishment of debt ) — — — ) Other income (loss) ) — ) Income (loss) from continuing operations before income taxes ) ) Income tax benefit (expense) ) — ) Income (loss) from continuing operations ) ) Loss from discontinued operations, net of tax ) — ) — ) Net income (loss) ) ) Net income attributable to noncontrolling interests — — ) ) ) Net income (loss) attributable to Huntsman International LLC $ $ $ ) $ ) $ Net income (loss) $ $ $ ) $ ) $ Other comprehensive (loss) income ) ) ) Comprehensive income attributable to noncontrolling interests — — — ) ) Comprehensive (loss) income attributable to Huntsman International LLC $ ) $ $ ) $ $ )
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS	THREE MONTHS ENDED MARCH 31, 2016 (In Millions) Parent Company Guarantors Nonguarantors Eliminations Consolidated Huntsman International LLC Net cash provided by (used in) operating activities $ $ $ ) $ $ Investing activities: Capital expenditures ) ) ) — ) Cash received from unconsolidated affiliates — — — Investment in affiliate ) — — Investment in unconsolidated affiliates — ) ) — ) Increase in receivable from affiliate ) — — — ) Change in restricted cash — — — Other, net — — ) — ) Net cash used in investing activities ) ) ) ) Financing activities: Net borrowings under revolving loan facilities — — — Repayments of short-term debt — — ) — ) Borrowings on short-term debt — — — Repayments of long-term debt ) — ) — ) Proceeds from notes payable to affiliate — — ) — Repayments of notes payable ) — — — ) Borrowings on notes payable — — — Dividends paid to noncontrolling intrests — — ) ) ) Contribution from parent — ) — Distribution to parent — ) ) — Dividends paid to parent ) — — — ) Net cash (used in) provided by financing activities ) ) ) ) Effect of exchange rate changes on cash — — — Decrease in cash and cash equivalents ) ) ) — ) Cash and cash equivalents at beginning of period — Cash and cash equivalents at end of period $ $ — $ $ — $ THREE MONTHS ENDED MARCH 31, 2015 (In Millions) Parent Company Guarantors Nonguarantors Eliminations Consolidated Huntsman International LLC Net cash (used in) provided by operating activities $ ) $ $ $ — $ Investing activities: Capital expenditures ) ) ) — ) Cash received from unconsolidated affiliates — — — Investment in affiliate ) ) — — Investment in unconsolidated affiliates — ) ) — ) Increase in receivable from affiliate ) — — — ) Cash received from termination of cross-currency interest rate contracts — — — Net cash provided by (used in) investing activities ) ) ) Financing activities: Net repayments on overdraft facilities — — ) — ) Repayments of short-term debt — — ) — ) Repayments of long-term debt ) — ) — ) Proceeds from issuance of long-term debt — — — Repayments of notes payable to affiliate ) — — — ) Repayments of notes payable ) — — — ) Debt issuance costs paid ) — — — ) Call premiums related to early extinguishment of debt ) — — — ) Contingent consideration paid for acquisition ) — — — ) Contribution from parent — ) — Distribution to parent — ) ) — Dividends paid to parent ) — — — ) Excess tax benefit related to stock-based compensation — — — Other, net — — ) — ) Net cash provided by (used in) financing activities ) — ) Effect of exchange rate changes on cash — — ) — ) (Decrease) increase in cash and cash equivalents ) ) — Cash and cash equivalents at beginning of period — Cash and cash equivalents at end of period $ $ — $ $ — $

GENERAL (Details)

GENERAL (Details) $ in Millions	3 Months Ended
GENERAL (Details) $ in Millions	Jun. 30, 2016USD ($)	Mar. 31, 2016USD ($)segment	Mar. 31, 2015USD ($)	Apr. 01, 2016USD ($)
GENERAL
Number of business segments \| segment		5
Debt Issuance
Expected loss on early extinguishment of debt			$ 3
Huntsman International
Debt Issuance
Expected loss on early extinguishment of debt			$ 3
Revolving Facility \| Huntsman International
Debt Issuance
Committed amount		$ 625		$ 650
Forecast
Debt Issuance
Expected loss on early extinguishment of debt	$ 1
2016 Term Loan B \| Huntsman International
Debt Issuance
Principal amount of debt				$ 550

INVENTORIES (Details)

INVENTORIES (Details) - USD ($) $ in Millions		Mar. 31, 2016	Dec. 31, 2015
Inventories
Raw materials and supplies		$ 383	$ 389
Work in progress		112	125
Finished goods		1,233	1,221
Total		1,728	1,735
LIFO reserves		(39)	(43)
Net inventories	[1]	$ 1,689	$ 1,692
Percentage of inventories recorded using the LIFO cost method		9.00%	9.00%

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

VARIABLE INTEREST ENTITIES (Det

VARIABLE INTEREST ENTITIES (Details) - USD ($) $ in Millions		3 Months Ended
		Mar. 31, 2016	Dec. 31, 2015
Assets and liabilities of VIE
Current assets		$ 3,830	$ 3,834
Property, plant and equipment, net	[1]	4,437	4,446
Other noncurrent assets	[1]	576	573
Deferred income taxes		424	418
Intangible assets	[1]	106	86
Goodwill		123	116
Total assets		9,840	9,820
Current liabilities		1,782	1,917
Long-term debt	[1]	4,724	4,625
Deferred income taxes		425	422
Other noncurrent liabilities	[1]	1,223	1,226
Total liabilities		8,155	8,191
Consolidated VIE's
Assets and liabilities of VIE
Property, plant and equipment, net		303	307
Other noncurrent assets		42	38
Intangible assets		37	36
Long-term debt		123	137
Other noncurrent liabilities		54	54
Rubicon LLC, Pacific Iron Products, Arabian Amines and Sasol Huntsman GmbH, Co. KG and Viance
Assets and liabilities of VIE
Current assets		87	121
Property, plant and equipment, net		303	307
Other noncurrent assets		112	95
Deferred income taxes		35	35
Intangible assets		37	36
Goodwill		13	13
Total assets		587	607
Current liabilities		158	159
Long-term debt		125	140
Deferred income taxes		11	11
Other noncurrent liabilities		55	54
Total liabilities		$ 349	$ 364
Rubicon LLC
Identification of variable interest entities through investments and transactions
Variable interest entity ownership percentage		50.00%
Pacific Iron Products
Identification of variable interest entities through investments and transactions
Variable interest entity ownership percentage		50.00%
Arabian Amines Company
Identification of variable interest entities through investments and transactions
Variable interest entity ownership percentage		50.00%
Sasol Huntsman GmbH and Co. KG
Identification of variable interest entities through investments and transactions
Variable interest entity ownership percentage		50.00%
Viance
Identification of variable interest entities through investments and transactions
Variable interest entity ownership percentage		50.00%

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

RESTRUCTURING, IMPAIRMENT AND43

RESTRUCTURING, IMPAIRMENT AND PLANT CLOSING COSTS - ACCRUED RESTRUCTURING COSTS BY TYPE OF COST AND INITIATIVE (Details) $ in Millions	3 Months Ended
	Mar. 31, 2016USD ($)item	Mar. 31, 2015USD ($)
Accrued restructuring costs rollforward
Accrued liabilities at the beginning of the period	$ 168
Reversal of reserves no longer required	(1)	$ (1)
Distribution of prefunded restructuring costs	(40)
Foreign currency effect on liability balance	2
Accrued liabilities at the end of the period	118
2015 and prior initiatives
Accrued restructuring costs rollforward
Restructuring charges	9
Restructuring payments	(20)
Workforce reductions
Accrued restructuring costs rollforward
Accrued liabilities at the beginning of the period	109
Distribution of prefunded restructuring costs	(38)
Foreign currency effect on liability balance	1
Accrued liabilities at the end of the period	$ 60
Number of positions terminated \| item	773
Number of positions not terminated \| item	702
Workforce reductions \| 2015 and prior initiatives
Accrued restructuring costs rollforward
Restructuring charges	$ 2
Restructuring payments	(14)
Demolition and decommissioning
Accrued restructuring costs rollforward
Accrued liabilities at the beginning of the period	16
Distribution of prefunded restructuring costs	(2)
Accrued liabilities at the end of the period	14
Demolition and decommissioning \| 2015 and prior initiatives
Accrued restructuring costs rollforward
Restructuring charges	1
Restructuring payments	(1)
Non-cancelable lease and contract termination costs
Accrued restructuring costs rollforward
Accrued liabilities at the beginning of the period	38
Reversal of reserves no longer required	(1)
Foreign currency effect on liability balance	1
Accrued liabilities at the end of the period	39
Non-cancelable lease and contract termination costs \| 2015 and prior initiatives
Accrued restructuring costs rollforward
Restructuring charges	1
Other restructuring costs
Accrued restructuring costs rollforward
Accrued liabilities at the beginning of the period	5
Accrued liabilities at the end of the period	5
Other restructuring costs \| 2015 and prior initiatives
Accrued restructuring costs rollforward
Restructuring charges	5
Restructuring payments	$ (5)

RESTRUCTURING, IMPAIRMENT AND44

RESTRUCTURING, IMPAIRMENT AND PLANT CLOSING COSTS - ACCRUED LIABILITIES BY INITIATIVE (Details) - USD ($) $ in Millions	Mar. 31, 2016	Dec. 31, 2015
Accrued liabilities by initiatives
Accrued liabilities	$ 118	$ 168
2014 and prior initiatives
Accrued liabilities by initiatives
Accrued liabilities	98	143
2015 initiatives
Accrued liabilities by initiatives
Accrued liabilities	$ 20	$ 25

RESTRUCTURING, IMPAIRMENT AND45

RESTRUCTURING, IMPAIRMENT AND PLANT CLOSING COSTS - RESERVES FOR RESTRUCTURING, IMPAIRMENT AND PLANT CLOSING COSTS (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Accrued restructuring costs rollforward
Accrued liabilities at the beginning of the period	$ 168
Reversal of reserves no longer required	(1)	$ (1)
Distribution of prefunded restructuring costs	(40)
Foreign currency effect on liability balance	2
Accrued liabilities at the end of the period	118
Current portion of restructuring reserves	67
Long-term portion of restructuring reserves	51
2015 and prior initiatives
Accrued restructuring costs rollforward
Restructuring charges	9
Restructuring payments	(20)
Corporate and other
Accrued restructuring costs rollforward
Accrued liabilities at the beginning of the period	4
Accrued liabilities at the end of the period	4
Current portion of restructuring reserves	4
Corporate and other \| 2015 and prior initiatives
Accrued restructuring costs rollforward
Restructuring charges	1
Restructuring payments	(1)
Polyurethanes
Accrued restructuring costs rollforward
Accrued liabilities at the beginning of the period	5
Accrued liabilities at the end of the period	4
Current portion of restructuring reserves	4
Polyurethanes \| 2015 and prior initiatives
Accrued restructuring costs rollforward
Restructuring payments	(1)
Performance Products
Accrued restructuring costs rollforward
Accrued liabilities at the beginning of the period	9
Distribution of prefunded restructuring costs	(2)
Accrued liabilities at the end of the period	6
Current portion of restructuring reserves	6
Performance Products \| 2015 and prior initiatives
Accrued restructuring costs rollforward
Restructuring payments	(1)
Advanced Materials
Accrued restructuring costs rollforward
Accrued liabilities at the beginning of the period	4
Accrued liabilities at the end of the period	4
Long-term portion of restructuring reserves	4
Textile Effects
Accrued restructuring costs rollforward
Accrued liabilities at the beginning of the period	55
Reversal of reserves no longer required	(1)
Distribution of prefunded restructuring costs	(2)
Foreign currency effect on liability balance	1
Accrued liabilities at the end of the period	54
Current portion of restructuring reserves	14
Long-term portion of restructuring reserves	40
Textile Effects \| 2015 and prior initiatives
Accrued restructuring costs rollforward
Restructuring charges	2
Restructuring payments	(1)
Pigments
Accrued restructuring costs rollforward
Accrued liabilities at the beginning of the period	90
Distribution of prefunded restructuring costs	(36)
Foreign currency effect on liability balance	1
Accrued liabilities at the end of the period	45
Current portion of restructuring reserves	38
Long-term portion of restructuring reserves	7
Pigments \| 2015 and prior initiatives
Accrued restructuring costs rollforward
Restructuring charges	6
Restructuring payments	(16)
Discontinued Operations
Accrued restructuring costs rollforward
Accrued liabilities at the beginning of the period	1
Accrued liabilities at the end of the period	1
Current portion of restructuring reserves	$ 1

RESTRUCTURING, IMPAIRMENT AND46

RESTRUCTURING, IMPAIRMENT AND PLANT CLOSING COSTS - CASH AND NONCASH RESTRUCTURING CHARGES AND OTHER INFORMATION (Details) $ in Millions	Feb. 12, 2015kt	Dec. 01, 2014item	Mar. 31, 2016USD ($)item	Mar. 31, 2015USD ($)
Accrued restructuring costs by type of cost and initiative
Reversal of reserves no longer required			$ (1)	$ (1)
Accelerated depreciation			4	28
Other non-cash charges			1
Total restructuring, impairment and plant closing costs			13	93
Calais, France Facility
Accrued restructuring costs by type of cost and initiative
Restructuring charges			1
Accelerated depreciation				28
Decrease in titanium dioxide capacity due to closing operations \| kt	100
Decrease in titanium dioxide capacity due to closing operations (as a percent)	13.00%
Pigments and Additives
Accrued restructuring costs by type of cost and initiative
Restructuring charges			3
Accelerated depreciation			$ 4
Workforce reductions
Accrued restructuring costs by type of cost and initiative
Number of positions terminated \| item			773
Workforce reductions \| Calais, France Facility
Accrued restructuring costs by type of cost and initiative
Restructuring charges				22
Workforce reductions \| Pigments and Additives
Accrued restructuring costs by type of cost and initiative
Restructuring charges			$ 3	34
Number of positions terminated \| item		900
Workforce reductions \| Color Pigments Business
Accrued restructuring costs by type of cost and initiative
Restructuring charges				1
2014 and prior initiatives
Accrued restructuring costs by type of cost and initiative
Restructuring charges				42
2015 initiatives
Accrued restructuring costs by type of cost and initiative
Restructuring charges				$ 24
2015 and prior initiatives
Accrued restructuring costs by type of cost and initiative
Restructuring charges			9
2015 and prior initiatives \| Workforce reductions
Accrued restructuring costs by type of cost and initiative
Restructuring charges			$ 2

DEBT - DEBT OUTSTANDING (Detail

DEBT - DEBT OUTSTANDING (Details) € in Millions, $ in Millions		Apr. 01, 2016USD ($)	Jun. 30, 2016USD ($)	Mar. 31, 2016USD ($)	Mar. 31, 2015USD ($)	Dec. 31, 2015USD ($)	Mar. 31, 2016EUR (€)	Mar. 31, 2016USD ($)
Debt
Total debt - excluding debt to affiliates						$ 4,795		$ 4,827
Total current portion of debt	[1]					170		103
Long-term portion	[1]					4,625		4,724
Notes payable to affiliates-noncurrent						1		1
Total debt						4,796		4,828
Debt issuances costs				$ 64		67
Loss on early extinguishment of debt					$ 3
U.S. A/R Program
Debt
Reduction in applicable margin on borrowings (as a percent)				0.10%
Forecast
Debt
Loss on early extinguishment of debt			$ 1
Maximum \| U.S. A/R Program
Debt
Reduction in applicable margin on borrowings (as a percent)				0.25%
Consolidated VIE's
Debt
Total debt - excluding debt to affiliates						151		140
Total current portion of debt						15		17
Long-term portion						137		123
Huntsman International
Debt
Total debt - excluding debt to affiliates						4,795		4,827
Total current portion of debt	[1]					170		103
Long-term portion	[1]					4,625		4,724
Notes payable to affiliates-current						100		100
Notes payable to affiliates-noncurrent						698		698
Principal Outstanding								797
Total debt						5,593		5,625
Loss on early extinguishment of debt					$ 3
Huntsman International \| Consolidated VIE's
Debt
Total debt - excluding debt to affiliates						151		140
Total current portion of debt						15		17
Long-term portion						137		123
Revolving Facility \| Huntsman International
Debt
Committed amount		$ 650						625
Borrowings outstanding								0
Amount of letter of credit and bank guarantees issued and outstanding								15
Increase to committed amount of facility		25
Revolving Facility \| Huntsman International \| LIBOR
Debt
Reference rate (as a percent)				3.00%
Revolving Facility \| Huntsman International \| Maximum
Debt
Debt instrument covenant consolidated leverage ratio				3.75
Term loans
Debt
Total debt - excluding debt to affiliates						2,454		2,441
Term loans \| Huntsman International
Debt
Total debt - excluding debt to affiliates						2,454		2,441
Extended Term Loan B \| Huntsman International
Debt
Principal Outstanding								309
Unamortized discounts and debt issuance costs								(1)
Total debt								308
Extended Term Loan B \| Huntsman International \| LIBOR
Debt
Reference rate (as a percent)				2.75%
Extended Term Loans B Series 2 \| Huntsman International
Debt
Principal Outstanding								190
Total debt								190
Extended Term Loans B Series 2 \| Huntsman International \| LIBOR
Debt
Reference rate (as a percent)				3.00%
2015 Extended Term Loan B \| Huntsman International
Debt
Principal Outstanding								766
Unamortized discounts and debt issuance costs								(4)
Total debt								762
2015 Extended Term Loan B \| Huntsman International \| LIBOR
Debt
Reference rate (as a percent)				3.00%
2014 Term Loan B \| Huntsman International
Debt
Principal Outstanding								1,185
Unamortized discounts and debt issuance costs								(53)
Total debt								1,132
2014 Term Loan B \| Huntsman International \| LIBOR
Debt
Reference rate (as a percent)				3.00%
2014 Term Loan B \| Huntsman International \| LIBOR Floor
Debt
Reference rate (as a percent)				0.75%
2016 Term Loan B \| Huntsman International
Debt
Principal amount of debt		$ 550
Amortization in annual amounts of principal amount (as a percent)		1.00%
2016 Term Loan B \| Huntsman International \| LIBOR
Debt
Reference rate (as a percent)		3.50%
2016 Term Loan B \| Huntsman International \| LIBOR Floor
Debt
Reference rate (as a percent)		0.75%
Term Loan C \| Huntsman International
Debt
Principal Outstanding								49
Total debt								49
Term Loan C \| Huntsman International \| LIBOR
Debt
Reference rate (as a percent)				2.25%
Accounts receivable programs
Debt
Total debt - excluding debt to affiliates						215		263
Accounts receivable programs \| Huntsman International
Debt
Total debt - excluding debt to affiliates						215		263
Accounts receivable pledged as collateral						438		493
U.S. A/R Program Maturing March 2018 \| Huntsman International
Debt
Total debt								135
Amount of letter of credit and bank guarantees issued and outstanding								7
Maximum Funding Availability								250
U.S. A/R Program Maturing March 2018 \| Huntsman International \| USD LIBOR or CP
Debt
Reference rate (as a percent)				0.95%
EU A/R Program Maturing March 2018 \| Huntsman International
Debt
Total debt							€ 114	128
Maximum Funding Availability							€ 225	252
EU A/R Program Maturing March 2018 \| Huntsman International \| GDP LIBOR, USD LIBOR, or EURIBOR
Debt
Reference rate (as a percent)				1.10%
Senior notes
Debt
Total debt - excluding debt to affiliates						1,850		1,872
Senior notes \| Huntsman International
Debt
Total debt - excluding debt to affiliates						1,850		1,872
Other debt instruments
Debt
Total debt - excluding debt to affiliates						125		111
Other debt instruments \| Huntsman International
Debt
Total debt - excluding debt to affiliates						$ 125		$ 111
Senior Credit Facilities \| Huntsman International
Debt
Weighted average interest rate at period end (as a percent)							4.00%	4.00%

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

DEBT - OTHER INFORMATION (Detai

DEBT - OTHER INFORMATION (Details) - USD ($) $ in Millions	3 Months Ended
DEBT - OTHER INFORMATION (Details) - USD ($) $ in Millions	Mar. 31, 2016	Mar. 31, 2015
Redemption of Notes and Loss on Early Extinguishment of Debt
Loss on early extinguishment of debt		$ 3
Huntsman International
Redemption of Notes and Loss on Early Extinguishment of Debt
Loss on early extinguishment of debt		$ 3
Senior Subordinated Notes, March 2021 \| Huntsman International
Redemption of Notes and Loss on Early Extinguishment of Debt
Principal Amount of Notes Redeemed	$ 37
Amount Paid (Excluding Accrued Interest)	40
Loss on early extinguishment of debt	$ 3

DERIVATIVE INSTRUMENTS AND HE49

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Details) € in Millions, $ in Millions	1 Months Ended		3 Months Ended		12 Months Ended
	Nov. 30, 2014EUR (€)item	Mar. 31, 2010EUR (€)item	Mar. 31, 2016USD ($)	Mar. 31, 2015USD ($)	Dec. 31, 2009	Mar. 31, 2016EUR (€)item	Mar. 31, 2016USD ($)item	Nov. 30, 2014USD ($)item	Mar. 31, 2010USD ($)item
Derivative Instruments and Hedging Activities
Notional Amounts						€ 621	$ 697
Amount received from counterparties				$ 66
Amount of loss recognized on the hedge of net investments			$ 21
Huntsman International
Derivative Instruments and Hedging Activities
Amount received from counterparties				66
Forward foreign currency contracts
Derivative Instruments and Hedging Activities
Maximum maturity period of spot or forward exchange rate contracts			1 year
Notional Amounts							$ 185
Forward foreign currency contracts \| Huntsman International
Derivative Instruments and Hedging Activities
Number of derivative instruments held \| item						2	2
Twelve-year interest rate contract entered in year 2009 \| Non Designated Hedge Instrument \| Arabian Amines Company
Derivative Instruments and Hedging Activities
Notional Amounts							$ 22
Fair value of the hedge							$ 2
Hedging period of interest rate contract					12 years
Additional (reduction of) interest expense due to changes in the fair value of the hedges			$ 0	0
Twelve-year interest rate contract entered in year 2009 \| Non Designated Hedge Instrument \| Arabian Amines Company \| LIBOR
Derivative Instruments and Hedging Activities
Variable rate basis			LIBOR
Fixed percentage to be paid under the hedge						5.02%	5.02%
Cross-currency interest rate contracts \| Designated as Hedging Instrument
Derivative Instruments and Hedging Activities
Notional Amounts	€ 161	€ 255						$ 200	$ 350
U.S. dollar interest payments to be received twice each year								$ 5
Equivalent annual rate of interest receivable (as a percent)	5.125%							5.125%
U.S. dollar interest payments to be made twice each year \| €	€ 3
Equivalent annual rate of interest payable (as a percent)	3.60%							3.60%
Fair value of the swap							$ 20
Amount received from counterparties				$ 66
Five years cross currency interest rate contract \| Designated as Hedging Instrument
Derivative Instruments and Hedging Activities
Number of derivative instruments held \| item	2	3						2	3
Term of cross currency interest rate contract	5 years	5 years
Eight years cross currency interest rate contract \| Designated as Hedging Instrument
Derivative Instruments and Hedging Activities
Number of derivative instruments held \| item	1							1
Term of cross currency interest rate contract	8 years
Forward interest rate contract beginning in December, 2014 \| Designated as Hedging Instrument \| Huntsman International
Derivative Instruments and Hedging Activities
Notional Amounts							$ 50
Fixed percentage to be paid under the hedge						2.50%	2.50%
Fair value of the hedge							$ 1
Forward interest rate contract beginning in January, 2015 \| Designated as Hedging Instrument \| Huntsman International
Derivative Instruments and Hedging Activities
Notional Amounts							$ 50
Fixed percentage to be paid under the hedge						2.50%	2.50%
Fair value of the hedge							$ 1

FAIR VALUE - FAIR VALUES OF FIN

FAIR VALUE - FAIR VALUES OF FINANCIAL INSTRUMENTS (Details) - USD ($) $ in Millions	Mar. 31, 2016	Dec. 31, 2015
Carrying Value
Fair values of financial instruments
Non-qualified employee benefit plan investments	$ 27	$ 26
Investment in equity securities	14	18
Long-term debt (including current portion)	(4,827)	(4,795)
Carrying Value \| Cross-currency interest rate contracts
Fair values of financial instruments
Derivative contracts - assets	20	28
Carrying Value \| Interest rate contracts
Fair values of financial instruments
Derivative contracts - liabilities	(4)	(4)
Estimated Fair Value
Fair values of financial instruments
Non-qualified employee benefit plan investments	27	26
Investment in equity securities	14	18
Long-term debt (including current portion)	(4,837)	(4,647)
Estimated Fair Value \| Cross-currency interest rate contracts
Fair values of financial instruments
Derivative contracts - assets	20	28
Estimated Fair Value \| Interest rate contracts
Fair values of financial instruments
Derivative contracts - liabilities	$ (4)	$ (4)

FAIR VALUE - ASSETS AND LIABILI

FAIR VALUE - ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON A RECURRING BASIS (Details) $ in Millions	1 Months Ended
	Nov. 30, 2014item	Mar. 31, 2010item	Mar. 31, 2016USD ($)	Dec. 31, 2015USD ($)
Five years cross currency interest rate contract \| Designated as Hedging Instrument
Assets:
Number of derivative instruments held \| item	2	3
Term of cross currency interest rate contract	5 years	5 years
Eight years cross currency interest rate contract \| Designated as Hedging Instrument
Assets:
Number of derivative instruments held \| item	1
Term of cross currency interest rate contract	8 years
Recurring basis
Assets:
Total assets			$ 61	$ 72
Liabilities:
Transfers from Levels 1 to 2 within the fair value hierarchy, assets			0	0
Transfers from Levels 1 and 2 within the fair value hierarchy, liabilities			0	0
Transfers from Levels 2 to 1 within the fair value hierarchy, assets			0	0
Transfers from Levels 2 and 1 within the fair value hierarchy, liabilities			0	0
Recurring basis \| Cross-currency interest rate contracts
Assets:
Derivatives			20	28
Recurring basis \| Interest rate contracts
Liabilities:
Total liabilities			(4)	(4)
Recurring basis \| Equity mutual funds
Assets:
Available-for-sale equity securities			27	26
Recurring basis \| Equity securities
Assets:
Available-for-sale equity securities			14	18
Recurring basis \| Quoted prices in active markets for identical assets (Level 1)
Assets:
Total assets			41	44
Recurring basis \| Quoted prices in active markets for identical assets (Level 1) \| Equity mutual funds
Assets:
Available-for-sale equity securities			27	26
Recurring basis \| Quoted prices in active markets for identical assets (Level 1) \| Equity securities
Assets:
Available-for-sale equity securities			14	18
Recurring basis \| Significant other observable inputs (Level 2) \| Interest rate contracts
Liabilities:
Total liabilities			(4)	(4)
Recurring basis \| Significant unobservable inputs (Level 3)
Assets:
Total assets			20	28
Recurring basis \| Significant unobservable inputs (Level 3) \| Cross-currency interest rate contracts
Assets:
Derivatives			$ 20	$ 28

FAIR VALUE - INSTRUMENTS MEASUR

FAIR VALUE - INSTRUMENTS MEASURED AT FAIR VALUE ON A RECURRING BASIS USING SIGNIFICANT UNOBSERVABLE INPUTS (LEVEL 3) (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Other Comprehensive Income (Loss)
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
Amount of total gains (losses) for the period included in earnings attributable to the change in unrealized gains (losses) relating to assets still held	$ (8)	$ 28
Cross-currency interest rate contracts
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
Balance at beginning of period	28	5
Included in other comprehensive income (loss)	(8)	28
Balance at end of period	20	33
Non-recurring basis
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
Impairment of long-lived assets	$ 0	$ 0

EMPLOYEE BENEFIT PLANS (Details

EMPLOYEE BENEFIT PLANS (Details) - USD ($) $ in Millions	3 Months Ended
EMPLOYEE BENEFIT PLANS (Details) - USD ($) $ in Millions	Mar. 31, 2016	Mar. 31, 2015
Components of net periodic benefit cost
Contributions to pension and other postretirement benefit plans	$ 20	$ 33
Expected contributions to pension and other postretirement benefit plans during remainder of 2016	55
Defined Benefit Plans
Components of net periodic benefit cost
Service cost	16	19
Interest cost	30	31
Expected return on assets	(47)	(51)
Amortization of prior service benefit	(2)	(2)
Amortization of actuarial loss	16	19
Net periodic benefit cost	13	16
Defined Benefit Plans \| Huntsman International
Components of net periodic benefit cost
Service cost	16	19
Interest cost	30	31
Expected return on assets	(47)	(51)
Amortization of prior service benefit	(2)	(2)
Amortization of actuarial loss	18	21
Net periodic benefit cost	15	18
Other Postretirement Benefit Plans
Components of net periodic benefit cost
Service cost	1	1
Interest cost	1	1
Amortization of prior service benefit	(2)	(1)
Amortization of actuarial loss	1	1
Net periodic benefit cost	1	2
Other Postretirement Benefit Plans \| Huntsman International
Components of net periodic benefit cost
Service cost	1	1
Interest cost	1	1
Amortization of prior service benefit	(2)	(1)
Amortization of actuarial loss	1	1
Net periodic benefit cost	$ 1	$ 2

HUNTSMAN CORPORATION STOCKHOL54

HUNTSMAN CORPORATION STOCKHOLDERS' EQUITY (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015	Jan. 31, 2016	Oct. 27, 2015	Sep. 29, 2015
COMMON STOCK DIVIDENDS
Cash dividends paid	$ 30	$ 31
Cash dividends paid (in dollars per share)	$ 0.125	$ 0.125
Maximum
SHARE REPURCHASE PROGRAM
Value authorized to be repurchased					$ 150
Citibank, N.A
SHARE REPURCHASE PROGRAM
Value authorized to be repurchased				$ 100
Shares authorized for repurchase			1.5	7.1
Stock repurchase price (in dollars per share)				$ 11.94
Aggregate cost per share (in dollars per share)			$ 11.68

OTHER COMPREHENSIVE INCOME (L55

OTHER COMPREHENSIVE INCOME (LOSS) - COMPONENTS AND CHANGES IN ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME - HUNTSMAN CORPORATION (Details) - USD ($) $ in Millions	3 Months Ended		12 Months Ended
	Mar. 31, 2016	Mar. 31, 2015	Dec. 31, 2015	Dec. 31, 2014
Components of other comprehensive income (loss)
Balance at the beginning of the period	$ 1,629	$ 1,951	$ 1,951
Other comprehensive income (loss), net of tax	29	(170)
Balance at the end of the period	1,685	1,773	1,629	$ 1,951
Total
Components of other comprehensive income (loss)
Balance at the beginning of the period	(1,316)	(1,076)	(1,076)
Other comprehensive income (loss) before reclassifications, gross	6	(156)
Tax benefit (expense)	10	(27)
Amounts reclassified from accumulated other comprehensive loss, gross	13	17
Tax (expense) benefit		(4)
Other comprehensive income (loss), net of tax	29	(170)
Balance at the end of the period	(1,287)	(1,246)	(1,316)	(1,076)
Foreign currency translation adjustment
Components of other comprehensive income (loss)
Balance at the beginning of the period	(288)	25	25
Other comprehensive income (loss) before reclassifications, gross	17	(155)
Tax benefit (expense)	10	(27)
Other comprehensive income (loss), net of tax	27	(182)
Balance at the end of the period	(261)	(157)	(288)	25
Foreign currency translations adjustments, tax	80	74	90	47
Pension and other postretirement benefits adjustments
Components of other comprehensive income (loss)
Balance at the beginning of the period	(1,056)	(1,122)	(1,122)
Amounts reclassified from accumulated other comprehensive loss, gross	13	17
Tax (expense) benefit		(4)
Other comprehensive income (loss), net of tax	13	13
Balance at the end of the period	(1,043)	(1,109)	(1,056)	(1,122)
Pension and other postretirement benefits adjustments, tax	135	178	135	182
Other comprehensive income of unconsolidated affiliates
Components of other comprehensive income (loss)
Balance at the beginning of the period	11	10	10
Other comprehensive income (loss) before reclassifications, gross	(11)	(1)
Other comprehensive income (loss), net of tax	(11)	(1)
Balance at the end of the period		9	11	10
Other, net
Components of other comprehensive income (loss)
Balance at the beginning of the period	17	11	11
Balance at the end of the period	17	11	17	11
Amounts attributable to noncontrolling interests
Components of other comprehensive income (loss)
Balance at the beginning of the period	28	23	23
Other comprehensive income (loss) before reclassifications, gross	(2)	7
Other comprehensive income (loss), net of tax	(2)	7
Balance at the end of the period	26	30	28	23
Accumulated other comprehensive loss
Components of other comprehensive income (loss)
Balance at the beginning of the period	(1,288)	(1,053)	(1,053)
Other comprehensive income (loss) before reclassifications, gross	4	(149)
Tax benefit (expense)	10	(27)
Amounts reclassified from accumulated other comprehensive loss, gross	13	17
Tax (expense) benefit		(4)
Other comprehensive income (loss), net of tax	27	(163)
Balance at the end of the period	$ (1,261)	$ (1,216)	$ (1,288)	$ (1,053)

OTHER COMPREHENSIVE INCOME (L56

OTHER COMPREHENSIVE INCOME (LOSS) - RECLASSIFICATION DETAILS - HUNTSMAN CORPORATION (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Pension and other postretirement benefits adjustments
Reclassification from accumulated other comprehensive loss
Total before tax	$ 13	$ 17
Income tax expense		(4)
Pension and other postretirement benefits adjustments \| Amount reclassified
Reclassification from accumulated other comprehensive loss
Total before tax	13	17
Income tax expense		(4)
Net of tax	13	13
Prior Service Credit \| Amount reclassified
Reclassification from accumulated other comprehensive loss
Total before tax	(4)	(2)
Actuarial loss \| Amount reclassified
Reclassification from accumulated other comprehensive loss
Total before tax	17	19
Actuarial loss \| Amount reclassified \| Discontinued Operations
Reclassification from accumulated other comprehensive loss
Total before tax	$ 1	$ 1

OTHER COMPREHENSIVE INCOME (L57

OTHER COMPREHENSIVE INCOME (LOSS) - COMPONENTS AND CHANGES IN ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME - HUNTSMAN INTERNATIONAL (Details) - USD ($) $ in Millions	3 Months Ended		12 Months Ended
	Mar. 31, 2016	Mar. 31, 2015	Dec. 31, 2015	Dec. 31, 2014
Components of other comprehensive income (loss)
Other comprehensive income (loss), net of tax	$ 29	$ (170)
Huntsman International
Components of other comprehensive income (loss)
Balance at the beginning of the period	1,084	1,296	$ 1,296
Other comprehensive income (loss), net of tax	32	(168)
Balance at the end of the period	1,143	1,121	1,084	$ 1,296
Total
Components of other comprehensive income (loss)
Other comprehensive income (loss) before reclassifications, gross	6	(156)
Tax benefit (expense)	10	(27)
Amounts reclassified from accumulated other comprehensive loss, gross	13	17
Tax (expense) benefit		(4)
Other comprehensive income (loss), net of tax	29	(170)
Total \| Huntsman International
Components of other comprehensive income (loss)
Balance at the beginning of the period	(1,344)	(1,110)	(1,110)
Other comprehensive income (loss) before reclassifications, gross	7	(156)
Tax benefit (expense)	10	(27)
Amounts reclassified from accumulated other comprehensive loss, gross	15	19
Tax (expense) benefit		(4)
Other comprehensive income (loss), net of tax	32	(168)
Balance at the end of the period	(1,312)	(1,278)	(1,344)	(1,110)
Foreign currency translation adjustment
Components of other comprehensive income (loss)
Other comprehensive income (loss) before reclassifications, gross	17	(155)
Tax benefit (expense)	10	(27)
Other comprehensive income (loss), net of tax	27	(182)
Foreign currency translations adjustments, tax	80	74	90	47
Foreign currency translation adjustment \| Huntsman International
Components of other comprehensive income (loss)
Balance at the beginning of the period	(292)	22	22
Other comprehensive income (loss) before reclassifications, gross	18	(155)
Tax benefit (expense)	10	(27)
Other comprehensive income (loss), net of tax	28	(182)
Balance at the end of the period	(264)	(160)	(292)	22
Foreign currency translations adjustments, tax	66	61	76	34
Pension and other postretirement benefits adjustments
Components of other comprehensive income (loss)
Amounts reclassified from accumulated other comprehensive loss, gross	13	17
Tax (expense) benefit		(4)
Other comprehensive income (loss), net of tax	13	13
Pension and other postretirement benefits adjustments, tax	135	178	135	182
Pension and other postretirement benefits adjustments \| Huntsman International
Components of other comprehensive income (loss)
Balance at the beginning of the period	(1,074)	(1,147)	(1,147)
Amounts reclassified from accumulated other comprehensive loss, gross	15	19
Tax (expense) benefit		(4)
Other comprehensive income (loss), net of tax	15	15
Balance at the end of the period	(1,059)	(1,132)	(1,074)	(1,147)
Pension and other postretirement benefits adjustments, tax	163	207	163	211
Other comprehensive income of unconsolidated affiliates
Components of other comprehensive income (loss)
Other comprehensive income (loss) before reclassifications, gross	(11)	(1)
Other comprehensive income (loss), net of tax	(11)	(1)
Other comprehensive income of unconsolidated affiliates \| Huntsman International
Components of other comprehensive income (loss)
Balance at the beginning of the period	11	10	10
Other comprehensive income (loss) before reclassifications, gross	(11)	(1)
Other comprehensive income (loss), net of tax	(11)	(1)
Balance at the end of the period		9	11	10
Other, net \| Huntsman International
Components of other comprehensive income (loss)
Balance at the beginning of the period	11	5	5
Balance at the end of the period	11	5	11	5
Amounts attributable to noncontrolling interests
Components of other comprehensive income (loss)
Other comprehensive income (loss) before reclassifications, gross	(2)	7
Other comprehensive income (loss), net of tax	(2)	7
Amounts attributable to noncontrolling interests \| Huntsman International
Components of other comprehensive income (loss)
Balance at the beginning of the period	28	23	23
Other comprehensive income (loss) before reclassifications, gross	(2)	7
Other comprehensive income (loss), net of tax	(2)	7
Balance at the end of the period	26	30	28	23
Accumulated other comprehensive loss
Components of other comprehensive income (loss)
Other comprehensive income (loss) before reclassifications, gross	4	(149)
Tax benefit (expense)	10	(27)
Amounts reclassified from accumulated other comprehensive loss, gross	13	17
Tax (expense) benefit		(4)
Other comprehensive income (loss), net of tax	27	(163)
Accumulated other comprehensive loss \| Huntsman International
Components of other comprehensive income (loss)
Balance at the beginning of the period	(1,316)	(1,087)	(1,087)
Other comprehensive income (loss) before reclassifications, gross	5	(149)
Tax benefit (expense)	10	(27)
Amounts reclassified from accumulated other comprehensive loss, gross	15	19
Tax (expense) benefit		(4)
Other comprehensive income (loss), net of tax	30	(161)
Balance at the end of the period	$ (1,286)	$ (1,248)	$ (1,316)	$ (1,087)

OTHER COMPREHENSIVE INCOME (L58

OTHER COMPREHENSIVE INCOME (LOSS) - RECLASSIFICATION DETAILS - HUNTSMAN INTERNATIONAL (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Pension and other postretirement benefits adjustments
Reclassification from accumulated other comprehensive loss
Total before tax	$ 13	$ 17
Income tax expense		(4)
Pension and other postretirement benefits adjustments \| Amount reclassified
Reclassification from accumulated other comprehensive loss
Total before tax	13	17
Income tax expense		(4)
Net of tax	13	13
Pension and other postretirement benefits adjustments \| Huntsman International
Reclassification from accumulated other comprehensive loss
Total before tax	15	19
Income tax expense		(4)
Pension and other postretirement benefits adjustments \| Huntsman International \| Amount reclassified
Reclassification from accumulated other comprehensive loss
Total before tax	15	19
Income tax expense		(4)
Net of tax	15	15
Prior Service Credit \| Amount reclassified
Reclassification from accumulated other comprehensive loss
Total before tax	(4)	(2)
Prior Service Credit \| Huntsman International \| Amount reclassified
Reclassification from accumulated other comprehensive loss
Total before tax	(4)	(2)
Actuarial loss \| Amount reclassified
Reclassification from accumulated other comprehensive loss
Total before tax	17	19
Actuarial loss \| Amount reclassified \| Discontinued Operations
Reclassification from accumulated other comprehensive loss
Total before tax	1	1
Actuarial loss \| Huntsman International \| Amount reclassified
Reclassification from accumulated other comprehensive loss
Total before tax	19	21
Actuarial loss \| Huntsman International \| Amount reclassified \| Discontinued Operations
Reclassification from accumulated other comprehensive loss
Total before tax	$ 1	$ 1

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details) - 3 months ended Mar. 31, 2016 € in Millions, $ in Millions	EUR (€)state	USD ($)state	USD ($)
State Antitrust Claims
LEGAL MATTERS
Number of states in which Plaintiffs have raised claims \| state	15	15
Consumer Protection Claims
LEGAL MATTERS
Number of states in which Plaintiffs have raised claims \| state	9	9
Unjust Enrichment Claims
LEGAL MATTERS
Number of states in which Plaintiffs have raised claims \| state	16	16
Antitrust matters - Indirect action cases
LEGAL MATTERS
Accrued liability relating to the cases \| $			$ 0
Product Delivery Claim
LEGAL MATTERS
Accrued liability relating to the cases \| $			0
Maximum amount of claims of customer	€ 153	$ 172
Aggregate amount of current claims	113	127
Minimum threshold amount for insured liability \| $		$ 10
Minimum range of possible loss \| €	0
Maximum range of possible loss	€ 113		$ 127

ENVIRONMENTAL, HEALTH AND SAF60

ENVIRONMENTAL, HEALTH AND SAFETY MATTERS (Details)	3 Months Ended
ENVIRONMENTAL, HEALTH AND SAFETY MATTERS (Details)	Mar. 31, 2016USD ($)item	Mar. 31, 2015USD ($)	Dec. 31, 2015USD ($)
Environmental, Health, and Safety Matters
Capital expenditures for EHS matters	$ 11,000,000	$ 26,000,000
Number of former facilities or third party sites with claims against the entity for cleanup liabilities \| item	10
Accrued environmental liabilities	$ 39,000,000		$ 38,000,000
Accrued environmental liabilities, classified as accrued liabilities	7,000,000		6,000,000
Accrued environmental liabilities, classified as other noncurrent liabilities	$ 32,000,000		$ 32,000,000
Maximum period for payment of remediation liabilities	30 years
Minimum
Environmental, Health, and Safety Matters
Amount of civil penalties soughts after by EPA	$ 100,000
West Footscray
Environmental, Health, and Safety Matters
Accrued environmental liabilities	$ 17,000,000

STOCK-BASED COMPENSATION PLAN61

STOCK-BASED COMPENSATION PLANS - COMPENSATION COST AND STOCK OPTIONS (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
STOCK-BASED COMPENSATION PLANS
Authorized number of shares to be granted under the Stock Incentive Plan	37,200
Remaining shares available for grant	3,000
Compensation cost from continuing operations	$ 8	$ 9
Total income tax benefit recognized in the statements of operations for stock-based compensation arrangements	$ 2	$ 2
Stock options
Weighted average of the assumptions utilized for stock options granted
Dividend yield (as a percent)	5.60%	2.20%
Expected volatility (as a percent)	57.90%	58.00%
Risk-free interest rate (as a percent)	1.40%	1.40%
Expected life of stock options granted during the period	5 years 10 months 24 days	5 years 10 months 24 days
Shares
Outstanding at the beginning of the period (in shares)	9,544
Granted (in shares)	2,940
Forfeited (in shares)	(931)
Outstanding at the end of the period (in shares)	11,553
Exercisable at the end of the period (in shares)	7,558
Weighted Average Exercise Price
Outstanding at the beginning of the period (in dollars per share)	$ 15.51
Granted (in dollars per share)	8.86
Forfeited (in dollars per share)	20.29
Outstanding at the end of the period (in dollars per share)	13.43
Exercisable at the end of the period (in dollars per share)	$ 14.07
Outstanding, Weighted Average Remaining Contractual Term	6 years 2 months 12 days
Exercisable, Weighted Average Remaining Contractual Term	4 years 6 months
Outstanding, Aggregate Intrinsic Value	$ 33
Exercisable, Aggregate Intrinsic Value	$ 20
Weighted-average grant-date fair value of stock options granted (in dollars per share)	$ 2.94
Total unrecognized compensation cost related to nonvested share-based compensation arrangements granted under the Stock Incentive Plan	$ 16
Weighted-average period over which cost is expected to be recognized	2 years 2 months 12 days
Total intrinsic value of stock options exercised	$ 0	$ 0
Stock options \| Maximum
STOCK-BASED COMPENSATION PLANS
Contractual term	10 years
Stock-based awards
STOCK-BASED COMPENSATION PLANS
Vesting period	3 years
Performance Awards
STOCK-BASED COMPENSATION PLANS
Vesting period	2 years
Weighted average of the assumptions utilized for stock options granted
Risk-free interest rate (as a percent)	0.90%	0.70%
Huntsman International
STOCK-BASED COMPENSATION PLANS
Compensation cost from continuing operations	$ 7	$ 8

STOCK-BASED COMPENSATION PLAN62

STOCK-BASED COMPENSATION PLANS - NONVESTED SHARES (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Nonvested shares
Additional information
Total unrecognized compensation cost related to nonvested share-based compensation arrangements granted under the Stock Incentive Plan	$ 40
Weighted-average period over which cost is expected to be recognized	2 years 4 months 24 days
Value of share awards vested	$ 15	$ 20
Performance Awards
STOCK-BASED COMPENSATION PLANS
Weighted-average volatility rate	39.30%	30.00%
Risk-free interest rate (as a percent)	0.90%	0.70%
Performance Awards \| Minimum
Additional information
Performance period	2 years
Performance Awards \| Maximum
Additional information
Performance period	3 years
Equity Awards
Shares
Nonvested at the beginning of the period (in shares)	1,854,000
Granted (in shares)	1,871,000
Vested (in shares)	(652,000)
Forfeited (in shares)	(3,000)
Nonvested at the end of the period (in shares)	3,070,000
Weighted Average Grant-Date Fair Value
Nonvested at the beginning of the period (in dollars per share)	$ 19.97
Granted (in dollars per share)	9.23
Vested (in dollars per share)	19.86
Forfeited (in dollars per share)	22.25
Nonvested at the end of the period (in dollars per share)	$ 13.44
Liability Awards
Shares
Nonvested at the beginning of the period (in shares)	475,000
Granted (in shares)	693,000
Vested (in shares)	(229,000)
Forfeited (in shares)	(13,000)
Nonvested at the end of the period (in shares)	926,000
Weighted Average Grant-Date Fair Value
Nonvested at the beginning of the period (in dollars per share)	$ 21.37
Granted (in dollars per share)	8.86
Vested (in dollars per share)	20.65
Forfeited (in dollars per share)	18.95
Nonvested at the end of the period (in dollars per share)	$ 12.22
Restricted stock units
Shares
Vested (in shares)	(60,948)
Additional information
Units vested but not yet issued	454,900

INCOME TAXES (Details)

INCOME TAXES (Details) - USD ($) $ in Millions	3 Months Ended
INCOME TAXES (Details) - USD ($) $ in Millions	Mar. 31, 2016	Mar. 31, 2015
INCOME TAXES
Net decrease in unrecognized tax benefits with a corresponding income tax expense (benefit)	$ (1)	$ (9)
Income tax expense	$ 27	2
Effective tax rate (as a percent)	35.00%
Huntsman International
INCOME TAXES
Income tax expense	$ 27	$ 3
Effective tax rate (as a percent)	35.00%

NET INCOME PER SHARE - BASIC AN

NET INCOME PER SHARE - BASIC AND DILUTED INCOME PER SHARE (Details) - USD ($) shares in Millions, $ in Millions	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Basic and diluted income from continuing operations:
Income from continuing operations attributable to Huntsman Corporation	$ 57	$ 7
Basic and diluted net income:
Net income attributable to Huntsman Corporation	$ 56	$ 5
Shares (denominator):
Weighted average shares outstanding	236.1	243.9
Dilutive securities:
Stock-based awards (in shares)	1.8	3.3
Total weighted average shares outstanding, including dilutive shares	237.9	247.2

NET INCOME PER SHARE - INFORMAT

NET INCOME PER SHARE - INFORMATION ON STOCK-BASED AWARDS (Details) - shares shares in Millions	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Stock-based awards
Antidilutive shares not included in the computation of income (loss) per share
Weighted average equivalent shares	11.8	2.3

OPERATING SEGMENT INFORMATION66

OPERATING SEGMENT INFORMATION (Details) $ in Millions	3 Months Ended
OPERATING SEGMENT INFORMATION (Details) $ in Millions	Mar. 31, 2016USD ($)segment	Mar. 31, 2015USD ($)
Operating segment information
Number of segments \| segment	5
Revenues	$ 2,355	$ 2,589
Segment EBITDA	232	159
Interest expense, net	(50)	(56)
Income tax expense continuing operations	(27)	(2)
Income tax benefit (expense) - discontinued operations	1	(1)
Depreciation and amortization	(100)	(95)
Net income	56	5
Subtotal
Operating segment information
Segment EBITDA	234	160
Discontinued Operations
Operating segment information
Segment EBITDA	(2)	(1)
Operating segments \| Polyurethanes
Operating segment information
Revenues	836	890
Segment EBITDA	123	93
Operating segments \| Performance Products
Operating segment information
Revenues	536	656
Segment EBITDA	90	118
Operating segments \| Advanced Materials
Operating segment information
Revenues	266	290
Segment EBITDA	57	55
Operating segments \| Textile Effects
Operating segment information
Revenues	185	206
Segment EBITDA	15	11
Operating segments \| Pigments and Additives
Operating segment information
Revenues	540	572
Segment EBITDA	(8)	(75)
Corporate and eliminations
Operating segment information
Revenues	(8)	(25)
Corporate and other
Operating segment information
Segment EBITDA	(43)	(42)
Huntsman International
Operating segment information
Revenues	2,355	2,589
Segment EBITDA	232	159
Interest expense, net	(53)	(58)
Income tax expense continuing operations	(27)	(3)
Income tax benefit (expense) - discontinued operations	1	(1)
Depreciation and amortization	(97)	(92)
Net income	56	5
Huntsman International \| Subtotal
Operating segment information
Segment EBITDA	234	160
Huntsman International \| Discontinued Operations
Operating segment information
Segment EBITDA	(2)	(1)
Huntsman International \| Operating segments \| Polyurethanes
Operating segment information
Segment EBITDA	123	93
Huntsman International \| Operating segments \| Performance Products
Operating segment information
Segment EBITDA	90	118
Huntsman International \| Operating segments \| Advanced Materials
Operating segment information
Segment EBITDA	57	55
Huntsman International \| Operating segments \| Textile Effects
Operating segment information
Segment EBITDA	15	11
Huntsman International \| Operating segments \| Pigments and Additives
Operating segment information
Segment EBITDA	(8)	(75)
Huntsman International \| Corporate and other
Operating segment information
Segment EBITDA	$ (43)	$ (42)

CONDENSED CONSOLIDATING FINAN67

CONDENSED CONSOLIDATING FINANCIAL INFORMATION OF HUNTSMAN INTERNATIONAL LLC - CONDENSED CONSOLIDATING BALANCE SHEETS (Details) - USD ($) $ in Millions		Mar. 31, 2016		Dec. 31, 2015		Mar. 31, 2015	Dec. 31, 2014
Current assets:
Cash and cash equivalents		$ 208	[1]	$ 257	[1]	$ 994	$ 860
Restricted cash	[1]	10		12
Accounts and notes receivable, net	[1]	1,558		1,420
Accounts receivable from affiliates		14		29
Inventories	[1]	1,689		1,692
Prepaid expenses		70		112
Other current assets	[1]	281		312
Total current assets		3,830		3,834
Property, plant and equipment, net	[1]	4,437		4,446
Investment in unconsolidated affiliates		344		347
Intangible assets, net	[1]	106		86
Goodwill		123		116
Deferred income taxes		424		418
Other noncurrent assets	[1]	576		573
Total assets		9,840		9,820
Current liabilities:
Accounts payable	[1]	999		1,034
Accounts payable to affiliates		28		27
Accrued liabilities	[1]	652		686
Current portion of debt	[1]	103		170
Total current liabilities		1,782		1,917
Long-term debt	[1]	4,724		4,625
Notes payable to affiliates		1		1
Deferred income taxes		425		422
Other noncurrent liabilities	[1]	1,223		1,226
Total liabilities		8,155		8,191
Huntsman International LLC members' equity
Accumulated (deficit) income		(504)		(528)
Accumulated other comprehensive (loss) income		(1,261)		(1,288)
Noncontrolling interests in subsidiaries		186		187
Total liabilities and equity		9,840		9,820
Huntsman International
Current assets:
Cash and cash equivalents		208	[1]	257	[1]	796	710
Restricted cash	[1]	10		12
Accounts and notes receivable, net	[1]	1,558		1,420
Accounts receivable from affiliates		329		340
Inventories	[1]	1,689		1,692
Prepaid expenses		69		111
Other current assets	[1]	276		306
Total current assets		4,139		4,138
Property, plant and equipment, net	[1]	4,405		4,410
Investment in unconsolidated affiliates		344		347
Intangible assets, net	[1]	106		86
Goodwill		123		116
Deferred income taxes		424		418
Other noncurrent assets	[1]	576		573
Total assets		10,117		10,088
Current liabilities:
Accounts payable	[1]	998		1,034
Accounts payable to affiliates		54		52
Accrued liabilities	[1]	650		683
Notes payable to affiliates		100		100
Current portion of debt	[1]	103		170
Total current liabilities		1,905		2,039
Long-term debt	[1]	4,724		4,625
Notes payable to affiliates		698		698
Deferred income taxes		421		418
Other noncurrent liabilities	[1]	1,226		1,224
Total liabilities		8,974		9,004
Huntsman International LLC members' equity
Members' equity		3,200		3,196
Accumulated (deficit) income		(957)		(983)
Accumulated other comprehensive (loss) income		(1,286)		(1,316)
Total Huntsman International LLC members' equity		957		897
Noncontrolling interests in subsidiaries		186		187
Total equity		1,143		1,084		1,121	1,296
Total liabilities and equity		10,117		10,088
Reportable legal entities \| Huntsman International \| Parent Company
Current assets:
Cash and cash equivalents		31		44		133	353
Accounts and notes receivable, net		31		21
Accounts receivable from affiliates		1,885		2,163
Inventories		87		101
Prepaid expenses		36		49
Other current assets		804		790
Total current assets		2,874		3,168
Property, plant and equipment, net		459		473
Investment in unconsolidated affiliates		6,132		5,991
Intangible assets, net		31		32
Goodwill		(13)		(13)
Deferred income taxes		480		473
Notes receivable from affiliates		36		36
Other noncurrent assets		63		71
Total assets		10,062		10,231
Current liabilities:
Accounts payable		47		50
Accounts payable to affiliates		3,678		3,905
Accrued liabilities		78		74
Notes payable to affiliates		100		100
Current portion of debt		27		89
Total current liabilities		3,930		4,218
Long-term debt		4,293		4,229
Notes payable to affiliates		697		703
Deferred income taxes		24		24
Other noncurrent liabilities		161		160
Total liabilities		9,105		9,334
Huntsman International LLC members' equity
Members' equity		3,200		3,196
Accumulated (deficit) income		(957)		(983)
Accumulated other comprehensive (loss) income		(1,286)		(1,316)
Total Huntsman International LLC members' equity		957		897
Total equity		957		897
Total liabilities and equity		10,062		10,231
Reportable legal entities \| Huntsman International \| Guarantors
Current assets:
Cash and cash equivalents				1			6
Accounts and notes receivable, net		105		96
Accounts receivable from affiliates		4,777		4,730
Inventories		338		322
Prepaid expenses		13		31
Other current assets		8		8
Total current assets		5,241		5,188
Property, plant and equipment, net		1,432		1,433
Investment in unconsolidated affiliates		1,644		1,558
Intangible assets, net		3		3
Goodwill		82		82
Notes receivable from affiliates		550		539
Other noncurrent assets		216		223
Total assets		9,168		9,026
Current liabilities:
Accounts payable		181		207
Accounts payable to affiliates		976		973
Accrued liabilities		811		793
Total current liabilities		1,968		1,973
Deferred income taxes		278		276
Other noncurrent liabilities		244		241
Total liabilities		2,490		2,490
Huntsman International LLC members' equity
Members' equity		4,512		4,517
Accumulated (deficit) income		746		652
Accumulated other comprehensive (loss) income		1,420		1,367
Total Huntsman International LLC members' equity		6,678		6,536
Total equity		6,678		6,536
Total liabilities and equity		9,168		9,026
Reportable legal entities \| Huntsman International \| Nonguarantors
Current assets:
Cash and cash equivalents		177		212		$ 663	$ 351
Restricted cash		10		12
Accounts and notes receivable, net		1,415		1,298
Accounts receivable from affiliates		172		163
Inventories		1,268		1,275
Prepaid expenses		48		91
Other current assets		194		212
Total current assets		3,284		3,263
Property, plant and equipment, net		2,513		2,503
Investment in unconsolidated affiliates		256		263
Intangible assets, net		72		51
Goodwill		54		47
Deferred income taxes		436		430
Notes receivable from affiliates				6
Other noncurrent assets		298		279
Total assets		6,913		6,842
Current liabilities:
Accounts payable		763		772
Accounts payable to affiliates		1,905		1,891
Accrued liabilities		518		581
Current portion of debt		76		81
Total current liabilities		3,262		3,325
Long-term debt		431		396
Notes payable to affiliates		588		576
Deferred income taxes		44		36
Other noncurrent liabilities		820		819
Total liabilities		5,145		5,152
Huntsman International LLC members' equity
Members' equity		3,386		3,394
Accumulated (deficit) income		(514)		(557)
Accumulated other comprehensive (loss) income		(1,267)		(1,311)
Total Huntsman International LLC members' equity		1,605		1,526
Noncontrolling interests in subsidiaries		163		164
Total equity		1,768		1,690
Total liabilities and equity		6,913		6,842
Eliminations \| Huntsman International
Current assets:
Accounts and notes receivable, net		7		5
Accounts receivable from affiliates		(6,505)		(6,716)
Inventories		(4)		(6)
Prepaid expenses		(28)		(60)
Other current assets		(730)		(704)
Total current assets		(7,260)		(7,481)
Property, plant and equipment, net		1		1
Investment in unconsolidated affiliates		(7,688)		(7,465)
Deferred income taxes		(492)		(485)
Notes receivable from affiliates		(586)		(581)
Other noncurrent assets		(1)
Total assets		(16,026)		(16,011)
Current liabilities:
Accounts payable		7		5
Accounts payable to affiliates		(6,505)		(6,717)
Accrued liabilities		(757)		(765)
Total current liabilities		(7,255)		(7,477)
Notes payable to affiliates		(587)		(581)
Deferred income taxes		75		82
Other noncurrent liabilities		1		4
Total liabilities		(7,766)		(7,972)
Huntsman International LLC members' equity
Members' equity		(7,898)		(7,911)
Accumulated (deficit) income		(232)		(95)
Accumulated other comprehensive (loss) income		(153)		(56)
Total Huntsman International LLC members' equity		(8,283)		(8,062)
Noncontrolling interests in subsidiaries		23		23
Total equity		(8,260)		(8,039)
Total liabilities and equity		$ (16,026)		$ (16,011)

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

CONDENSED CONSOLIDATING FINAN68

CONDENSED CONSOLIDATING FINANCIAL INFORMATION OF HUNTSMAN INTERNATIONAL LLC - CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Revenues:
Trade sales, services and fees, net	$ 2,321	$ 2,560
Related party sales	34	29
Total revenues	2,355	2,589
Cost of goods sold	1,939	2,139
Gross profit	416	450
Selling, general and administrative	223	246
Research and development	37	42
Other operating expense (income)	5	(8)
Restructuring, impairment and plant closing costs	13	93
Operating income	138	77
Interest (expense) income	(50)	(56)
Equity in income (loss) of investment in affiliates and subsidiaries	1	2
Loss on early extinguishment of debt		(3)
Other income (loss)	1	(1)
Income from continuing operations before income taxes	90	19
Income tax benefit (expense)	(27)	(2)
Income from continuing operations	63	17
Income (loss) from discontinued operations, net of tax	(1)	(2)
Net income	62	15
Net income attributable to noncontrolling interests	(6)	(10)
Net income	56	5
Other comprehensive income (loss)	29	(170)
Comprehensive (loss) income attributable to noncontrolling interests	(8)	(3)
Comprehensive income (loss) attributable to Huntsman Corporation or Huntsman International LLC	83	(158)
Huntsman International
Revenues:
Trade sales, services and fees, net	2,321	2,560
Related party sales	34	29
Total revenues	2,355	2,589
Cost of goods sold	1,938	2,137
Gross profit	417	452
Selling, general and administrative	221	244
Research and development	37	42
Other operating expense (income)	5	(7)
Restructuring, impairment and plant closing costs	13	93
Operating income	141	80
Interest (expense) income	(53)	(58)
Equity in income (loss) of investment in affiliates and subsidiaries	1	2
Loss on early extinguishment of debt		(3)
Other income (loss)	1	(1)
Income from continuing operations before income taxes	90	20
Income tax benefit (expense)	(27)	(3)
Income from continuing operations	63	17
Income (loss) from discontinued operations, net of tax	(1)	(2)
Net income	62	15
Net income attributable to noncontrolling interests	(6)	(10)
Net income	56	5
Other comprehensive income (loss)	32	(168)
Comprehensive (loss) income attributable to noncontrolling interests	(8)	(3)
Comprehensive income (loss) attributable to Huntsman Corporation or Huntsman International LLC	86	(156)
Reportable legal entities \| Huntsman International \| Parent Company
Revenues:
Trade sales, services and fees, net	251	257
Related party sales	53	68
Total revenues	304	325
Cost of goods sold	240	261
Gross profit	64	64
Selling, general and administrative	40	45
Research and development	11	11
Other operating expense (income)	12	(28)
Operating income	1	36
Interest (expense) income	(54)	(57)
Equity in income (loss) of investment in affiliates and subsidiaries	92	25
Loss on early extinguishment of debt		(3)
Other income (loss)	1	1
Income from continuing operations before income taxes	40	2
Income tax benefit (expense)	15	4
Income from continuing operations	55	6
Income (loss) from discontinued operations, net of tax	1	(1)
Net income	56	5
Net income	56	5
Other comprehensive income (loss)	30	(161)
Comprehensive income (loss) attributable to Huntsman Corporation or Huntsman International LLC	86	(156)
Reportable legal entities \| Huntsman International \| Guarantors
Revenues:
Trade sales, services and fees, net	566	579
Related party sales	104	122
Total revenues	670	701
Cost of goods sold	548	579
Gross profit	122	122
Selling, general and administrative	46	40
Research and development	11	10
Other operating expense (income)	(7)	1
Restructuring, impairment and plant closing costs	4
Operating income	68	71
Interest (expense) income	8	8
Equity in income (loss) of investment in affiliates and subsidiaries	44	(16)
Other income (loss)		(7)
Income from continuing operations before income taxes	120	56
Income tax benefit (expense)	(26)	(23)
Income from continuing operations	94	33
Net income	94	33
Net income	94	33
Other comprehensive income (loss)	55	73
Comprehensive income (loss) attributable to Huntsman Corporation or Huntsman International LLC	149	106
Reportable legal entities \| Huntsman International \| Nonguarantors
Revenues:
Trade sales, services and fees, net	1,504	1,724
Related party sales	269	267
Total revenues	1,773	1,991
Cost of goods sold	1,543	1,723
Gross profit	230	268
Selling, general and administrative	135	159
Research and development	15	21
Other operating expense (income)		20
Restructuring, impairment and plant closing costs	9	93
Operating income	71	(25)
Interest (expense) income	(7)	(9)
Equity in income (loss) of investment in affiliates and subsidiaries	1	2
Other income (loss)		5
Income from continuing operations before income taxes	65	(27)
Income tax benefit (expense)	(16)	16
Income from continuing operations	49	(11)
Income (loss) from discontinued operations, net of tax	(2)	(1)
Net income	47	(12)
Net income attributable to noncontrolling interests	(3)	(8)
Net income	44	(20)
Other comprehensive income (loss)	50	(170)
Comprehensive (loss) income attributable to noncontrolling interests	(5)
Comprehensive income (loss) attributable to Huntsman Corporation or Huntsman International LLC	92	(182)
Eliminations \| Huntsman International
Revenues:
Related party sales	(392)	(428)
Total revenues	(392)	(428)
Cost of goods sold	(393)	(426)
Gross profit	1	(2)
Operating income	1	(2)
Equity in income (loss) of investment in affiliates and subsidiaries	(136)	(9)
Income from continuing operations before income taxes	(135)	(11)
Income from continuing operations	(135)	(11)
Net income	(135)	(11)
Net income attributable to noncontrolling interests	(3)	(2)
Net income	(138)	(13)
Other comprehensive income (loss)	(103)	90
Comprehensive (loss) income attributable to noncontrolling interests	(3)	(3)
Comprehensive income (loss) attributable to Huntsman Corporation or Huntsman International LLC	$ (241)	$ 76

CONDENSED CONSOLIDATING FINAN69

CONDENSED CONSOLIDATING FINANCIAL INFORMATION OF HUNTSMAN INTERNATIONAL LLC - CONDSNED CONSOLIDATING STATEMENTS OF CASH FLOWS (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2016		Mar. 31, 2015
Condensed consolidating statements of cash flows
Net cash provided by operating activities	$ 88		$ 34
Investing Activities:
Capital expenditures	(99)		(149)
Cash received from unconsolidated affiliates	10		15
Investment in unconsolidated affiliates	(12)		(13)
Cash received from termination of cross-currency interest rate contracts			66
Change in restricted cash	2
Other, net	(2)
Net cash used in investing activities	(101)		(81)
Financing activities:
Net borrowings under revolving loan facilities	45
Net repayments on overdraft facilities			(2)
Repayments of short-term debt	(12)		(17)
Borrowings on short-term debt	4
Repayments of long-term debt	(27)		(59)
Proceeds from issuance of long-term debt			326
Repayments of notes payable	(9)		(9)
Borrowings on notes payable	2
Debt issuance costs paid			(4)
Call premiums related to early extinguishment of debt			(3)
Contingent consideration paid for acquisition			(4)
Dividends paid to noncontrolling interests	(9)
Excess tax benefit related to stock-based compensation			1
Other, net			(2)
Net cash (used in) provided by financing activities	(38)		189
Effect of exchange rate changes on cash	2		(8)
(Decrease) increase in cash and cash equivalents	(49)		134
Cash and cash equivalents at beginning of period	257	[1]	860
Cash and cash equivalents at end of period	208	[1]	994
Noncash capital contribution between guarantor and nonguarantor entities			284
Noncash capital contribution between parent and guarantor entities			123
Huntsman International
Condensed consolidating statements of cash flows
Net cash provided by operating activities	87		35
Investing Activities:
Capital expenditures	(99)		(149)
Cash received from unconsolidated affiliates	10		15
Investment in unconsolidated affiliates	(12)		(13)
Increase in receivable from affiliate	(2)		(6)
Cash received from termination of cross-currency interest rate contracts			66
Change in restricted cash	2
Other, net	(1)
Net cash used in investing activities	(102)		(87)
Financing activities:
Net borrowings under revolving loan facilities	45
Net repayments on overdraft facilities			(2)
Repayments of short-term debt	(12)		(17)
Borrowings on short-term debt	4
Repayments of long-term debt	(27)		(59)
Proceeds from issuance of long-term debt			326
Repayments of notes payable to affiliate			(50)
Repayments of notes payable	(9)		(9)
Borrowings on notes payable	2
Debt issuance costs paid			(4)
Call premiums related to early extinguishment of debt			(3)
Contingent consideration paid for acquisition			(4)
Dividends paid to noncontrolling interests	(9)
Dividends paid to parent	(30)		(31)
Excess tax benefit related to stock-based compensation			1
Other, net			(2)
Net cash (used in) provided by financing activities	(36)		146
Effect of exchange rate changes on cash	2		(8)
(Decrease) increase in cash and cash equivalents	(49)		86
Cash and cash equivalents at beginning of period	257	[1]	710
Cash and cash equivalents at end of period	208	[1]	796
Reportable legal entities \| Huntsman International \| Parent Company
Condensed consolidating statements of cash flows
Net cash provided by operating activities	55		(410)
Investing Activities:
Capital expenditures	(6)		(22)
Investment in affiliate	(7)		(20)
Increase in receivable from affiliate	(2)		(6)
Cash received from termination of cross-currency interest rate contracts			66
Net cash used in investing activities	(15)		18
Financing activities:
Repayments of long-term debt	(16)		(54)
Proceeds from issuance of long-term debt			326
Repayments of notes payable to affiliate			(50)
Repayments of notes payable	(9)		(9)
Borrowings on notes payable	2
Debt issuance costs paid			(4)
Call premiums related to early extinguishment of debt			(3)
Contingent consideration paid for acquisition			(4)
Dividends paid to parent	(30)		(31)
Excess tax benefit related to stock-based compensation			1
Net cash (used in) provided by financing activities	(53)		172
(Decrease) increase in cash and cash equivalents	(13)		(220)
Cash and cash equivalents at beginning of period	44		353
Cash and cash equivalents at end of period	31		133
Reportable legal entities \| Huntsman International \| Guarantors
Condensed consolidating statements of cash flows
Net cash provided by operating activities	34		42
Investing Activities:
Capital expenditures	(31)		(53)
Cash received from unconsolidated affiliates	10		15
Investment in affiliate	2		(1)
Investment in unconsolidated affiliates	(11)		(4)
Net cash used in investing activities	(30)		(43)
Financing activities:
Contribution from parent	2		2
Distribution to parent	(7)		(7)
Net cash (used in) provided by financing activities	(5)		(5)
(Decrease) increase in cash and cash equivalents	(1)		(6)
Cash and cash equivalents at beginning of period	1		6
Reportable legal entities \| Huntsman International \| Nonguarantors
Condensed consolidating statements of cash flows
Net cash provided by operating activities	(3)		403
Investing Activities:
Capital expenditures	(62)		(74)
Investment in unconsolidated affiliates	(1)		(9)
Change in restricted cash	2
Other, net	(1)
Net cash used in investing activities	(62)		(83)
Financing activities:
Net borrowings under revolving loan facilities	45
Net repayments on overdraft facilities			(2)
Repayments of short-term debt	(12)		(17)
Borrowings on short-term debt	4
Repayments of long-term debt	(11)		(5)
Proceeds from notes payable to affiliate	6
Dividends paid to noncontrolling interests	(5)
Contribution from parent	7		28
Distribution to parent	(6)		(2)
Other, net			(2)
Net cash (used in) provided by financing activities	28
Effect of exchange rate changes on cash	2		(8)
(Decrease) increase in cash and cash equivalents	(35)		312
Cash and cash equivalents at beginning of period	212		351
Cash and cash equivalents at end of period	177		663
Eliminations \| Huntsman International
Condensed consolidating statements of cash flows
Net cash provided by operating activities	1
Investing Activities:
Investment in affiliate	5		21
Net cash used in investing activities	5		21
Financing activities:
Proceeds from notes payable to affiliate	(6)
Dividends paid to noncontrolling interests	(4)
Contribution from parent	(9)		(30)
Distribution to parent	13		9
Net cash (used in) provided by financing activities	$ (6)		$ (21)

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