Huntsman (HUN) 10-Q 28 Oct 16 2016 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2016	Oct. 19, 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	Sep. 30, 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		238,156,779
Document Fiscal Year Focus	2,016
Document Fiscal Period Focus	Q3

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions		Sep. 30, 2016	Dec. 31, 2015
Current assets:
Cash and cash equivalents	[1]	$ 439	$ 257
Restricted cash	[1]	11	12
Accounts and notes receivable (net of allowance for doubtful accounts of $29 and $26, respectively), ($473 and $438 pledged as collateral, respectively)	[1]	1,456	1,420
Accounts receivable from affiliates		10	29
Inventories	[1]	1,444	1,692
Prepaid expenses		75	112
Current assets held for sale		31
Other current assets	[1]	317	312
Total current assets		3,783	3,834
Property, plant and equipment, net	[1]	4,298	4,446
Investment in unconsolidated affiliates		337	347
Intangible assets, net	[1]	97	86
Goodwill		123	116
Deferred income taxes		404	418
Noncurrent assets held for sale		90
Other noncurrent assets	[1]	575	573
Total assets		9,707	9,820
Current liabilities:
Accounts payable	[1]	999	1,034
Accounts payable to affiliates		27	27
Accrued liabilities	[1]	655	686
Current portion of debt	[1]	88	170
Current liabilities held for sale		20
Total current liabilities		1,789	1,917
Long-term debt	[1]	4,468	4,625
Notes payable to affiliates		1	1
Deferred income taxes		471	422
Noncurrent liabilities held for sale		10
Other noncurrent liabilities	[1]	1,197	1,226
Total liabilities		7,936	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, 250,764,002 and 249,483,541 shares issued and 236,316,932 and 237,080,026 shares outstanding, respectively		3	3
Additional paid-in capital		3,445	3,407
Treasury stock, 12,607,223 and 11,162,454 shares, respectively		(150)	(135)
Unearned stock-based compensation		(21)	(17)
Accumulated deficit		(423)	(528)
Accumulated other comprehensive loss		(1,266)	(1,288)
Total Huntsman Corporation stockholders' equity		1,588	1,442
Noncontrolling interests in subsidiaries		183	187
Total equity		1,771	1,629
Total liabilities and equity		9,707	9,820
Huntsman International
Current assets:
Cash and cash equivalents	[1]	439	257
Restricted cash	[1]	11	12
Accounts and notes receivable (net of allowance for doubtful accounts of $29 and $26, respectively), ($473 and $438 pledged as collateral, respectively)	[1]	1,456	1,420
Accounts receivable from affiliates		325	340
Inventories	[1]	1,444	1,692
Prepaid expenses		74	111
Current assets held for sale		31
Other current assets	[1]	313	306
Total current assets		4,093	4,138
Property, plant and equipment, net	[1]	4,271	4,410
Investment in unconsolidated affiliates		337	347
Intangible assets, net	[1]	97	86
Goodwill		123	116
Deferred income taxes		404	418
Noncurrent assets held for sale		90
Other noncurrent assets	[1]	575	573
Total assets		9,990	10,088
Current liabilities:
Accounts payable	[1]	999	1,034
Accounts payable to affiliates		59	52
Accrued liabilities	[1]	652	683
Notes payable to affiliates		100	100
Current portion of debt	[1]	88	170
Current liabilities held for sale		20
Total current liabilities		1,918	2,039
Long-term debt	[1]	4,468	4,625
Notes payable to affiliates		697	698
Deferred income taxes		468	418
Noncurrent liabilities held for sale		10
Other noncurrent liabilities	[1]	1,195	1,224
Total liabilities		8,756	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		3,217	3,196
Accumulated deficit		(877)	(983)
Accumulated other comprehensive loss		(1,289)	(1,316)
Total Huntsman International LLC members' equity		1,051	897
Noncontrolling interests in subsidiaries		183	187
Total equity		1,234	1,084
Total liabilities and equity		$ 9,990	$ 10,088
[1]	At September 30, 2016 and December 31, 2015, respectively, $25 and $34 of cash and cash equivalents, $10 and $12 of restricted cash, $28 and $26 of accounts and notes receivable (net), $42 and $54 of inventories, $6 and $5 of other current assets, $291 and $307 of property, plant and equipment (net), $32 and $36 of intangible assets (net), $38 each of other noncurrent assets, $69 and $82 of accounts payable, $30 and $27 of accrued liabilities, $20 and $15 of current portion of debt, $114 and $137 of longterm debt, and $56 and $54 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		Sep. 30, 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)		$ 473	$ 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		250,764,002	249,483,541
Common stock, shares outstanding		236,316,932	237,080,026
Treasury stock, shares		12,607,223	11,162,454
Variable Interest Entity
Cash and cash equivalents	[1]	$ 439	$ 257
Restricted cash	[1]	11	12
Accounts and notes receivable (net)	[1]	1,456	1,420
Inventories	[1]	1,444	1,692
Other current assets	[1]	317	312
Property, plant and equipment (net)	[1]	4,298	4,446
Intangible assets (net)	[1]	97	86
Other noncurrent assets	[1]	575	573
Accounts payable	[1]	999	1,034
Accrued liabilities	[1]	655	686
Current portion of debt	[1]	88	170
Long-term debt	[1]	4,468	4,625
Other noncurrent liabilities	[1]	1,197	1,226
Consolidated VIE's
Variable Interest Entity
Cash and cash equivalents		25	34
Restricted cash		10	12
Accounts and notes receivable (net)		28	26
Inventories		42	54
Other current assets		6	5
Property, plant and equipment (net)		291	307
Intangible assets (net)		32	36
Other noncurrent assets		38	38
Accounts payable		69	82
Accrued liabilities		30	27
Current portion of debt		20	15
Long-term debt		114	137
Other noncurrent liabilities		56	54
Huntsman International
Accounts and notes receivable, allowance for doubtful accounts (in dollars)		29	26
Accounts and notes receivable, pledged as collateral (in dollars)		$ 473	$ 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]	$ 439	$ 257
Restricted cash	[1]	11	12
Accounts and notes receivable (net)	[1]	1,456	1,420
Inventories	[1]	1,444	1,692
Other current assets	[1]	313	306
Property, plant and equipment (net)	[1]	4,271	4,410
Intangible assets (net)	[1]	97	86
Other noncurrent assets	[1]	575	573
Accounts payable	[1]	999	1,034
Accrued liabilities	[1]	652	683
Current portion of debt	[1]	88	170
Long-term debt	[1]	4,468	4,625
Other noncurrent liabilities	[1]	1,195	1,224
Huntsman International | Consolidated VIE's
Variable Interest Entity
Cash and cash equivalents		25	34
Restricted cash		10	12
Accounts and notes receivable (net)		28	26
Inventories		42	54
Other current assets		6	5
Property, plant and equipment (net)		291	307
Intangible assets (net)		32	36
Other noncurrent assets		38	38
Accounts payable		69	82
Accrued liabilities		30	27
Current portion of debt		20	15
Long-term debt		114	137
Other noncurrent liabilities		$ 56	$ 54
[1]	At September 30, 2016 and December 31, 2015, respectively, $25 and $34 of cash and cash equivalents, $10 and $12 of restricted cash, $28 and $26 of accounts and notes receivable (net), $42 and $54 of inventories, $6 and $5 of other current assets, $291 and $307 of property, plant and equipment (net), $32 and $36 of intangible assets (net), $38 each of other noncurrent assets, $69 and $82 of accounts payable, $30 and $27 of accrued liabilities, $20 and $15 of current portion of debt, $114 and $137 of longterm debt, and $56 and $54 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		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Revenues:
Trade sales, services and fees, net	$ 2,334	$ 2,605	$ 7,167	$ 7,862
Related party sales	29	33	95	105
Total revenues	2,363	2,638	7,262	7,967
Cost of goods sold	1,965	2,165	5,991	6,495
Gross profit	398	473	1,271	1,472
Operating expenses:
Selling, general and administrative	221	232	678	727
Research and development	38	41	114	124
Other operating (income) expense, net	(24)	17	(40)	8
Restructuring, impairment and plant closing costs	45	14	87	221
Total expenses	280	304	839	1,080
Operating income	118	169	432	392
Interest expense	(52)	(49)	(152)	(158)
Equity in income of investment in unconsolidated affiliates	1		4	5
Loss on early extinguishment of debt	(1)	(8)	(3)	(31)
Other (loss) income	(2)			(2)
Income from continuing operations before income taxes	64	112	281	206
Income tax benefit (expense)	1	(49)	(58)	(85)
Income from continuing operations	65	63	223	121
Loss from discontinued operations, net of tax	(1)		(3)	(4)
Net income	64	63	220	117
Net income attributable to noncontrolling interests	(9)	(8)	(22)	(28)
Net income attributable to Huntsman Corporation or Huntsman International LLC	$ 55	$ 55	$ 198	$ 89
Basic income (loss) per share:
Income from continuing operations attributable to Huntsman Corporation common stockholders (in dollars per share)	$ 0.23	$ 0.23	$ 0.85	$ 0.38
Loss from discontinued operations attributable to Huntsman Corporation common stockholders, net of tax (in dollars per share)			(0.01)	(0.02)
Net income attributable to Huntsman Corporation common stockholders (in dollars per share)	$ 0.23	$ 0.23	$ 0.84	$ 0.36
Weighted average shares (in shares)	236.3	244.2	236.2	244.1
Diluted income (loss) per share:
Income from continuing operations attributable to Huntsman Corporation common stockholders (in dollars per share)	$ 0.23	$ 0.22	$ 0.84	$ 0.38
Loss from discontinued operations attributable to Huntsman Corporation common stockholders, net of tax (in dollars per share)			(0.01)	(0.02)
Net income attributable to Huntsman Corporation common stockholders (in dollars per share)	$ 0.23	$ 0.22	$ 0.83	$ 0.36
Weighted average shares (in shares)	240.1	246.6	239.1	247
Income from continuing operations	$ 56	$ 55	$ 201	$ 93
Loss from discontinued operations, net of tax	$ (1)		$ (3)	$ (4)
Dividends per share (in dollars per share)	$ 0.125	$ 0.125	$ 0.375	$ 0.375
Huntsman International
Revenues:
Trade sales, services and fees, net	$ 2,334	$ 2,605	$ 7,167	$ 7,862
Related party sales	29	33	95	105
Total revenues	2,363	2,638	7,262	7,967
Cost of goods sold	1,964	2,164	5,988	6,492
Gross profit	399	474	1,274	1,475
Operating expenses:
Selling, general and administrative	220	231	675	723
Research and development	38	41	114	124
Other operating (income) expense, net	(24)	17	(40)	8
Restructuring, impairment and plant closing costs	45	14	87	221
Total expenses	279	303	836	1,076
Operating income	120	171	438	399
Interest expense	(55)	(51)	(161)	(165)
Equity in income of investment in unconsolidated affiliates	1		4	5
Loss on early extinguishment of debt	(1)	(8)	(3)	(31)
Other (loss) income	(1)		1	(1)
Income from continuing operations before income taxes	64	112	279	207
Income tax benefit (expense)		(48)	(58)	(85)
Income from continuing operations	64	64	221	122
Loss from discontinued operations, net of tax	(1)		(3)	(4)
Net income	63	64	218	118
Net income attributable to noncontrolling interests	(9)	(8)	(22)	(28)
Net income attributable to Huntsman Corporation or Huntsman International LLC	$ 54	$ 56	$ 196	$ 90

CONDENSED CONSOLIDATED STATEME5

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Net income	$ 64	$ 63	$ 220	$ 117
Other comprehensive income (loss), net of tax:
Foreign currency translations adjustments	15	(96)	(11)	(238)
Pension and other postretirement benefits adjustments	11	14	35	36
Other, net	4	(6)	(2)	3
Other comprehensive income (loss), net of tax	30	(88)	22	(199)
Comprehensive income (loss)	94	(25)	242	(82)
Comprehensive income attributable to noncontrolling interests	(9)	(6)	(22)	(21)
Comprehensive income (loss) attributable to Huntsman Corporation or Huntsman International LLC	85	(31)	220	(103)
Huntsman International
Net income	63	64	218	118
Other comprehensive income (loss), net of tax:
Foreign currency translations adjustments	15	(95)	(11)	(238)
Pension and other postretirement benefits adjustments	14	15	40	41
Other, net	3	(6)	(2)	3
Other comprehensive income (loss), net of tax	32	(86)	27	(194)
Comprehensive income (loss)	95	(22)	245	(76)
Comprehensive income attributable to noncontrolling interests	(9)	(6)	(22)	(21)
Comprehensive income (loss) attributable to Huntsman Corporation or Huntsman International LLC	$ 86	$ (28)	$ 223	$ (97)

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 and Members' Equity
Net income		90		28	118					89		28	117
Dividends paid to parent		(92)			(92)
Other comprehensive income (loss)			(187)	(7)	(194)						(192)	(7)	(199)
Issuance of nonvested stock awards							19		(19)
Vesting of stock awards							6						6
Vesting of stock awards (in shares)						1,037,743
Recognition of stock-based compensation							7		12				19
Repurchase and cancellation of stock awards										(7)			(7)
Repurchase and cancellation of stock awards (in shares)						(304,340)
Stock options exercised							1						1
Stock options exercised (in shares)						48,572
Contribution from parent	$ 20				20
Dividends paid to noncontrolling interests				(6)	(6)							(6)	(6)
Excess tax benefit related to stock-based compensation	1				1		1						1
Dividends declared on common stock										(92)			(92)
Balance at the end of the period at Sep. 30, 2015						$ 3	3,419	(50)	(21)	(503)	(1,245)	188	1,791
Balance (in shares) at Sep. 30, 2015						244,198,954
Balance at the end of the period at Sep. 30, 2015	$ 3,187	(958)	(1,274)	188	1,143
Balance (in units) at Sep. 30, 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							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 and Members' Equity
Net income		196		22	$ 218					198		22	$ 220
Dividends paid to parent		(90)			(90)
Other comprehensive income (loss)			27		27						22		22
Issuance of nonvested stock awards							17		(17)
Vesting of stock awards							2						2
Vesting of stock awards (in shares)						895,660
Recognition of stock-based compensation							7		13				20
Repurchase and cancellation of stock awards										(3)			(3)
Repurchase and cancellation of stock awards (in shares)						(249,155)
Stock options exercised (in shares)						35,170
Contribution from parent	$ 24				24
Dividends paid to noncontrolling interests				(26)	(26)							(26)	(26)
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										(90)			(90)
Balance at the end of the period at Sep. 30, 2016						$ 3	$ 3,445	$ (150)	$ (21)	$ (423)	$ (1,266)	$ 183	$ 1,771
Balance (in shares) at Sep. 30, 2016						236,316,932							236,316,932
Balance at the end of the period at Sep. 30, 2016	$ 3,217	$ (877)	$ (1,289)	$ 183	$ 1,234
Balance (in units) at Sep. 30, 2016	2,728				2,728

CONDENSED CONSOLIDATED STATEME7

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2016		Sep. 30, 2015
Operating Activities:
Net income	$ 220		$ 117
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in income of investment in unconsolidated affiliates	(4)		(5)
Depreciation and amortization	322		297
Gain on disposal of businesses/assets, net	(22)
Loss on early extinguishment of debt	3		31
Noncash interest expense	11		9
Noncash restructuring and impairment charges	11		87
Deferred income taxes	65		(51)
Noncash (gain) loss on foreign currency transactions	(3)		12
Stock-based compensation	25		21
Portion of insurance proceeds representing cash provided by investing activities	(8)
Other, net	2		2
Changes in operating assets and liabilities, net of effects of acquisitions:
Accounts and notes receivable	(6)		(53)
Inventories	246		46
Prepaid expenses	(7)		(13)
Other current assets	(12)		50
Other noncurrent assets	(20)		(92)
Accounts payable	(16)		(111)
Accrued liabilities	39		74
Other noncurrent liabilities	2		(34)
Net cash provided by operating activities	848		387
Investing Activities:
Capital expenditures	(290)		(454)
Insurance proceeds for recovery of property damage	8
Cash received from unconsolidated affiliates	25		33
Investment in unconsolidated affiliates	(23)		(38)
Acquisition of business, net of cash acquired			(14)
Cash received from purchase price adjustment for business acquired			18
Proceeds from sale of businesses/assets	9		1
Cash received from termination of cross-currency interest rate contracts			66
Change in restricted cash	1		5
Net cash used in investing activities	(270)		(383)
Financing Activities:
Net repayments on overdraft facilities	(1)		(3)
Repayments of short-term debt	(41)		(17)
Borrowings on short-term debt	8		11
Repayments of long-term debt	(795)		(594)
Proceeds from issuance of long-term debt	552		326
Repayments of notes payable	(25)		(24)
Borrowings on notes payable	31		33
Debt issuance costs paid	(8)		(8)
Call premiums related to early extinguishment of debt			(34)
Contingent consideration paid for acquisition			(4)
Dividends paid to noncontrolling interests	(26)		(6)
Dividends paid to common stockholders	(90)		(92)
Repurchase and cancellation of stock awards	(3)		(7)
Proceeds from issuance of common stock			1
Excess tax benefit related to stock-based compensation			1
Other, net	1		(1)
Net cash used in financing activities	(397)		(418)
Effect of exchange rate changes on cash	1		(13)
Increase (decrease) in cash and cash equivalents	182		(427)
Cash and cash equivalents at beginning of period	257	[1]	860
Cash and cash equivalents at end of period	439	[1]	433
Supplemental cash flow information:
Cash paid for interest	139		158
Cash paid for income taxes	29		81
Huntsman International
Operating Activities:
Net income	218		118
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in income of investment in unconsolidated affiliates	(4)		(5)
Depreciation and amortization	312		287
Gain on disposal of businesses/assets, net	(22)
Loss on early extinguishment of debt	3		31
Noncash interest expense	19		15
Noncash restructuring and impairment charges	11		87
Deferred income taxes	65		(51)
Noncash (gain) loss on foreign currency transactions	(3)		12
Noncash compensation	24		20
Portion of insurance proceeds representing cash provided by investing activities	(8)
Other, net	5		3
Changes in operating assets and liabilities, net of effects of acquisitions:
Accounts and notes receivable	(6)		(53)
Inventories	246		46
Prepaid expenses	(6)		(13)
Other current assets	(13)		43
Other noncurrent assets	(20)		(92)
Accounts payable	(25)		(118)
Accrued liabilities	39		80
Other noncurrent liabilities	8		(27)
Net cash provided by operating activities	843		383
Investing Activities:
Capital expenditures	(290)		(454)
Insurance proceeds for recovery of property damage	8
Cash received from unconsolidated affiliates	25		33
Investment in unconsolidated affiliates	(23)		(38)
Acquisition of business, net of cash acquired			(14)
Cash received from purchase price adjustment for business acquired			18
Proceeds from sale of businesses/assets	9		1
Decrease (increase) in receivable from affiliate	3		(1)
Cash received from termination of cross-currency interest rate contracts			66
Change in restricted cash	1		5
Net cash used in investing activities	(267)		(384)
Financing Activities:
Net repayments on overdraft facilities	(1)		(3)
Repayments of short-term debt	(41)		(17)
Borrowings on short-term debt	8		11
Repayments of long-term debt	(795)		(594)
Proceeds from issuance of long-term debt	552		326
Repayments of notes payable to affiliate	(1)		(50)
Proceeds from issuance of notes payable from affiliate			195
Repayments of notes payable	(25)		(24)
Borrowings on notes payable	31		33
Debt issuance costs paid	(8)		(8)
Call premiums related to early extinguishment of debt			(34)
Contingent consideration paid for acquisition			(4)
Dividends paid to noncontrolling interests	(26)		(6)
Dividends paid to parent	(90)		(92)
Excess tax benefit related to stock-based compensation			1
Other, net	1
Net cash used in financing activities	(395)		(266)
Effect of exchange rate changes on cash	1		(13)
Increase (decrease) in cash and cash equivalents	182		(280)
Cash and cash equivalents at beginning of period	257	[1]	710
Cash and cash equivalents at end of period	439	[1]	430
Supplemental cash flow information:
Cash paid for interest	139		158
Cash paid for income taxes	$ 29		$ 81
[1]	At September 30, 2016 and December 31, 2015, respectively, $25 and $34 of cash and cash equivalents, $10 and $12 of restricted cash, $28 and $26 of accounts and notes receivable (net), $42 and $54 of inventories, $6 and $5 of other current assets, $291 and $307 of property, plant and equipment (net), $32 and $36 of intangible assets (net), $38 each of other noncurrent assets, $69 and $82 of accounts payable, $30 and $27 of accrued liabilities, $20 and $15 of current portion of debt, $114 and $137 of longterm debt, and $56 and $54 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	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Capital expenditures in accounts payable	$ 59	$ 49
Huntsman International
Capital expenditures in accounts payable	59	49
Stock-based compensation	$ 24	$ 20

GENERAL

GENERAL	9 Months Ended
	Sep. 30, 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, digital inks, electronics, medical, packaging, paints and coatings, power generation, refining, synthetic fiber, textile chemicals and dyes 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 Separation of our Pigments and Additives and Textile Effects Businesses In connection with our previously announced plans to separate our Pigments and Additives and Textile Effects businesses through a U.S. tax-free spin-off to our stockholders, on October 28, 2016, Huntsman Spin Corporation ("SpinCo") filed an initial registration statement on Form 10 with the U.S. Securities and Exchange Commission ("SEC"). Subject to market conditions, we expect the spin-off to be completed in the first half of 2017. Sale of European Surfactants Manufacturing Facilities On August 3, 2016, we announced that Innospec Inc. ("Innospec") had committed to purchase our European surfactants business for an enterprise value of $225 million pursuant to the terms of an Exclusivity and Put Option Agreement under which we could, by notice to Innospec, exercise an option to enter into an agreed form Share and Asset Purchase Agreement (the "SAPA") with Innospec. We have provided that notice and as of October 25, 2016, we and Innospec have each signed the SAPA and an amendment thereto. Under the terms of the transaction, Innospec will acquire our manufacturing facilities located in Saint-Mihiel, France; Castiglione delle Stiviere, Italy; and Barcelona, Spain. The $225 million enterprise value includes our related trade receivables and payables, which we will retain. The purchase price will be subject to additional working capital and other adjustments. Closing is expected to occur by the end of the fourth quarter of 2016 and is subject to customary conditions. We expect to use the net proceeds from the sale to repay debt. The assets and liabilities of this business are included in our Performance Products segment and are classified as held for sale on the accompanying balance sheets. Upon consummating the planned transaction, we will enter into supply and long-term tolling arrangements with Innospec in order to continue marketing certain core products strategic to our global agrochemicals, lubes and certain other businesses. 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	9 Months Ended
	Sep. 30, 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 U.S. 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, 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), and in May 2016, the FASB issued ASU No. 2016-12, Revenue from Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients , providing clarifications and practical expedients for certain narrow aspects in Topic 606. 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, ASU No. 2016-10 and ASU No. 2016-12 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, ASU No. 2016-10 and ASU No. 2016-12 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 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 Share-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. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments . The amendments in this ASU clarify and include specific guidance to address diversity in how certain cash receipts and cash payments are presented and classified in 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, 2017. Early adoption is permitted, including adoption in an interim period. The amendments in this ASU should be applied using a retrospective transition method to each period presented. 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	9 Months Ended
	Sep. 30, 2016
INVENTORIES
INVENTORIES	3. INVENTORIES Inventories are stated at the lower of cost or market, with cost determined using LIFO, first-in first-out, and average cost methods for different components of inventory. Inventories consisted of the following (dollars in millions): September 30, December 31, Raw materials and supplies $ $ Work in progress Finished goods ​ ​ ​ ​ ​ ​ ​ ​ Total LIFO reserves ) ) ​ ​ ​ ​ ​ ​ ​ ​ Net inventories $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For both September 30, 2016 and December 31, 2015, approximately 9% of inventories were recorded using the LIFO cost method. As of September 30, 2016, there was $18 million of inventories included in current assets held for sale on our condensed consolidated balance sheets.

VARIABLE INTEREST ENTITIES

VARIABLE INTEREST ENTITIES	9 Months Ended
	Sep. 30, 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, LLC ("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 September 30, 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 September 30, 2016 and our consolidated balance sheets as of December 31, 2015 (dollars in millions): September 30, December 31, 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	9 Months Ended
	Sep. 30, 2016
RESTRUCTURING, IMPAIRMENT AND PLANT CLOSING COSTS
RESTRUCTURING, IMPAIRMENT AND PLANT CLOSING COSTS	5. RESTRUCTURING, IMPAIRMENT AND PLANT CLOSING COSTS As of September 30, 2016 and December 31, 2015, accrued restructuring costs by type of cost and initiative consisted of the following (dollars in millions): Workforce Demolition and Non-cancelable Other Total(2) Accrued liabilities as of January 1, 2016 $ $ $ $ $ 2016 charges for 2015 and prior initiatives 2016 charges for 2016 initiatives — — Reversal of reserves no longer required ) — — — ) Distribution of prefunded restructuring costs ) ) — ) ) 2016 payments for 2015 and prior initiatives ) ) ) ) ) 2016 payments for 2016 initiatives ) — — ) ) Foreign currency effect on liability balance ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accrued liabilities as of September 30, 2016 $ $ $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (1) The workforce reduction reserves relate to the termination of 489 positions, of which 436 positions had not been terminated as of September 30, 2016. (2) Accrued liabilities by initiatives were as follows (dollars in millions): September 30, December 31, 2014 and prior initiatives $ $ 2015 initiatives 2016 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 Advanced Textile Pigments Discontinued Corporate Total Accrued liabilities as of January 1, 2016 $ $ $ $ $ $ $ $ 2016 charges for 2015 and prior initiatives — — — 2016 charges for 2016 initiatives — — — — Reversal of reserves no longer required — — — ) — — — ) Distribution of prefunded restructuring costs — ) — ) ) — — ) 2016 payments for 2015 and prior initiatives ) ) — ) ) — ) ) 2016 payments for 2016 initiatives ) — — ) — — — ) Foreign currency effect on liability balance — — — — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accrued liabilities as of September 30, 2016 $ $ $ $ $ $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Current portion of restructuring reserves $ $ $ $ $ $ $ $ Long-term portion of restructuring reserves — — — Details with respect to cash and noncash restructuring charges for the three and nine months ended September 30, 2016 and 2015 by initiative are provided below (dollars in millions): Three months Nine months Cash charges: 2016 charges for 2015 and prior initiatives $ $ 2016 charges for 2016 initiatives Reversal of reserves no longer required — ) Gain on sale of land ) ) Accelerated depreciation Non-cash charges — ​ ​ ​ ​ ​ ​ ​ ​ Total 2016 Restructuring, Impairment and Plant Closing Costs $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months Nine months Cash charges: 2015 charges for 2014 and prior initiatives $ $ 2015 charges for 2015 initiatives Pension related charges — Reversal of reserves no longer required — ) Accelerated depreciation Non-cash charges — ​ ​ ​ ​ ​ ​ ​ ​ Total 2015 Restructuring, Impairment and Plant Closing Costs $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2016 RESTRUCTURING ACTIVITIES In December 2015, our Performance Products segment announced plans for a reorganization of its commercial and technical functions and a refocused divisional business strategy to better position the segment for growth in coming years. In addition, a program was launched to capture growth opportunities, improve manufacturing cost efficiency and reduce inventories. In connection with this restructuring program, we recorded restructuring expense of $16 million in the nine months ended September 30, 2016. In September 2011, we announced plans to implement a significant restructuring of our Textile Effects segment, including the closure of our production facilities and business support offices in Basel, Switzerland, as part of an ongoing strategic program aimed at improving the Textile Effects segment's long-term global competitiveness. In connection with this plan and in connection with revised estimates of site closure costs, during the nine months ended September 30, 2016, our Textile Effects segment recorded charges of $8 million for non-cancelable long-term contract termination costs and $28 million for decommissioning associated with this initiative. In December 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 $4 million in the nine months ended September 30, 2016. In March 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 $12 million in the nine months ended September 30, 2016. In July 2016, we announced plans to close our Pigments and Additives segment's South African titanium dioxide manufacturing facility. As part of the program, we recorded restructuring expense of approximately $5 million in the nine months ended September 30, 2016. Additionally, we recorded an impairment charge of $1 million during the second quarter of 2016. The majority of the long-lived assets associated with this manufacturing facility were impaired in the fourth quarter of 2015. In connection with planned restructuring activities, our Pigments and Additives segment recorded accelerated depreciation as restructuring expense of $8 million during the nine months ended September 30, 2016. 2015 RESTRUCTURING ACTIVITIES In June 2015, our Polyurethanes segment announced a restructuring program in Europe. In connection with this restructuring program, we recorded restructuring expense of $14 million in the nine months ended September 30, 2015 related primarily to workforce reductions. In June 2015, our Advanced Materials segment initiated a restructuring program in Europe. In connection with this restructuring program, we recorded restructuring expense of $6 million in the nine months ended September 30, 2015 related primarily to workforce reductions and accelerated depreciation recorded as restructuring, impairment and plant closing costs. In September 2011, we announced plans to implement a significant restructuring of our Textile Effects segment, including the closure of our production facilities and business support offices in Basel, Switzerland, as part of an ongoing strategic program aimed at improving the Textile Effects segment's long-term global competitiveness. In connection with this plan, during the nine months ended September 30, 2015, our Textile Effects segment recorded charges of $6 million for non-cancelable long-term contract termination costs, $4 million for decommissioning and $2 million in other restructuring costs associated with this initiative. In addition, we recorded charges of $5 million associated with other initiatives. In December 2014, we announced that we were taking significant action to improve the global competitiveness of our Pigments and Additives segment. As part of a comprehensive restructuring program, we plan to reduce our workforce by approximately 900 positions. In connection with this restructuring program, during the nine months ended September 30, 2015, our Pigments and Additives segment recorded charges of $51 million for workforce reductions, $3 million for pension related charges and $12 million in other restructuring costs associated with this initiative. In February 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 began to accelerate depreciation on the affected assets and recorded accelerated depreciation in the nine months ended September 30, 2015 of $73 million as restructuring, impairment and plant closing costs. In addition, during the nine months ended September 30, 2015, we recorded charges of $21 million for workforce reductions and non-cash charges of $10 million. In March 2015, we announced plans to restructure our color pigments business, another step in our previously announced plan to significantly restructure our global Pigments and Additives segment, and recorded restructuring expense of approximately $5 million in the nine months ended September 30, 2015 primarily related to workforce reductions.

DEBT

DEBT	9 Months Ended
	Sep. 30, 2016
DEBT
DEBT	6. DEBT Outstanding debt, net of debt issuance costs, consisted of the following (dollars in millions): Huntsman Corporation September 30, December 31, 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 September 30, December 31, 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 ("Nonguarantors") 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 September 30, 2016 and December 31, 2015, the amount of debt issuance costs directly reducing the debt liability was $60 million and $67 million, respectively. We record the amortization of debt issuance costs as interest expense. Senior Credit Facilities As of September 30, 2016, our senior credit facilities ("Senior Credit Facilities") consisted of our revolving credit facility ("Revolving Facility"), our 2015 extended term loan B facility due 2019 ("2015 Extended Term Loan B"), our 2014 term loan B facility due 2021 ("2014 Term Loan B"), and our 2016 term loan B facility due 2023 ("2016 Term Loan B") (dollars in millions): Facility Committed Principal Unamortized Carrying Interest Rate(3) Maturity Revolving Facility(1) $ $ — $ — $ — USD LIBOR plus 3.00% 2015 Extended Term Loan B N/A ) USD LIBOR plus 3.00% 2014 Term Loan B N/A ) USD LIBOR plus 3.00%(2) 2016 Term Loan B N/A ) USD LIBOR plus 3.50%(2) (1) We had no borrowings outstanding under our Revolving Facility; we had approximately $17 million (U.S. dollar equivalents) of letters of credit and bank guarantees issued and outstanding under our Revolving Facility. (2) The 2014 Term Loan B and the 2016 Term Loan B are 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 September 30, 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. On both July 22, 2016 and September 30, 2016, Huntsman International prepaid $100 million of its 2015 Extended Term Loan B. In connection with the $200 million prepayments on our term loan, we recognized a loss on early extinguishment of debt of $1 million in the third quarter of 2016. 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, the 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 due 2017, our extended term loan B—series 2 due 2017 and our term loan C due 2016 ("Term Loan C"). In connection with these repayments, we recorded a loss on early extinguishment of debt of approximately $2 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 of 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 2015 Extended Term Loan B due 2019 or our senior notes upon their maturity. The amendment further increased 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 September 30, 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 September 30, 2016 was as follows (monetary amounts in millions): Facility Maturity Maximum Amount Interest Rate(2) U.S. A/R Program March 2018 $250 $90(3) Applicable rate plus 0.95% EU A/R Program March 2018 €225 €114 Applicable rate plus 1.10% (approximately $253) (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) The applicable rate for our U.S. A/R Program is defined by the lender as either USD LIBOR or CP rate. The 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 September 30, 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 September 30, 2016 and December 31, 2015, $473 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 nine months ended September 30, 2015, we redeemed or repurchased the following notes (dollars in millions): Date of Redemption Notes Principal Amount Paid Loss on Early September 2015 2021 Senior Subordinated Notes $ $ $ April 2015 2021 Senior Subordinated Notes January 2015 2021 Senior Subordinated Notes Note Payable from Huntsman International to Huntsman Corporation As of September 30, 2016, we had a loan of $796 million to our subsidiary, Huntsman International (the "Intercompany Note"). The Intercompany Note is unsecured and $100 million of the outstanding amount is classified as current as of September 30, 2016 on our condensed consolidated balance sheets. As of September 30, 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	9 Months Ended
	Sep. 30, 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 as 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 September 30, 2016, we had approximately $176 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): September 30, 2016 Notional Value Effective Date Maturity Fixed Fair Value $ December 2014 April 2017 % $1 current liability January 2015 April 2017 % 1 current 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 September 30, 2016 was $20 million, and the interest rate contract is not designated as a cash flow hedge. As of September 30, 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 and nine months ended September 30, 2016, 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 September 30, 2016, the fair value of this swap was $21 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 September 30, 2016, we have designated approximately €671 million (approximately $754 million) of euro-denominated debt and cross-currency interest rate contracts as a hedge of our net investment. For the three and nine months ended September 30, 2016, the amount of loss recognized on the hedge of our net investment was $11 million and $18 million, respectively, and was recorded in other comprehensive income (loss) on our condensed consolidated statements of comprehensive income (loss).

FAIR VALUE

FAIR VALUE	9 Months Ended
	Sep. 30, 2016
FAIR VALUE
FAIR VALUE	8. FAIR VALUE The fair values of financial instruments were as follows (dollars in millions): September 30, 2016 December 31, 2015 Carrying Estimated Carrying Estimated 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 September 30, 2016 and December 31, 2015. The estimated fair value amounts have not been comprehensively revalued for purposes of these financial statements since September 30, 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 September 30, Quoted prices Significant other Significant 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, Quoted prices Significant other Significant 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 nine months ended September 30, 2016 and the year ended December 31, 2015. The following table shows a reconciliation of beginning and ending balances for the three and nine months ended September 30, 2016 and 2015 for instruments measured at fair value on a recurring basis using significant unobservable inputs (Level 3) (dollars in millions). Three months Nine months Fair Value Measurements Using Significant Unobservable Inputs (Level 3) Cross-Currency Cross-Currency Beginning balance $ $ Transfers into Level 3 — — Transfers out of Level 3 — — Total (losses) gains: Included in earnings — — Included in other comprehensive income (loss) ) ) Purchases, sales, issuances and settlements — — ​ ​ ​ ​ ​ ​ ​ ​ Ending balance, September 30, 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 September 30, 2016 $ — $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months Nine months Fair Value Measurements Using Significant Unobservable Inputs (Level 3) Cross-Currency Cross-Currency Beginning balance $ $ Transfers into Level 3 — — Transfers out of Level 3 — — Total gains: Included in earnings — — Included in other comprehensive income (loss) Purchases, sales, issuances and settlements — — ​ ​ ​ ​ ​ ​ ​ ​ Ending balance, September 30, 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 September 30, 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): Three months Nine months Interest Other Interest Other Total net gains included in earnings $ — $ — $ — $ — Changes in unrealized losses relating to assets still held at September 30, 2016 — ) — ) Three months Nine months Interest Other Interest Other Total net gains included in earnings $ — $ — $ — $ — Changes in unrealized gains relating to assets still held at September 30, 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 the nine months ended September 30, 2016 and 2015, we recorded charges of $1 million and nil, respectively, for the impairment of long-lived assets.

EMPLOYEE BENEFIT PLANS

EMPLOYEE BENEFIT PLANS	9 Months Ended
	Sep. 30, 2016
EMPLOYEE BENEFIT PLANS
EMPLOYEE BENEFIT PLANS	9. EMPLOYEE BENEFIT PLANS Components of the net periodic benefit costs for the three and nine months ended September 30, 2016 and 2015 were as follows (dollars in millions): Huntsman Corporation Defined Benefit Other Three months Three months 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 $ $ $ — $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Defined Benefit Other Nine months Nine months 2016 2015 2016 2015 Service cost $ $ $ $ Interest cost Expected return on assets ) ) — — Amortization of prior service benefit ) ) ) ) Amortization of actuarial loss Special termination benefits — — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net periodic benefit cost $ $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Huntsman International Defined Benefit Other Three months Three months 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 $ $ $ — $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Defined Benefit Other Nine months Nine months 2016 2015 2016 2015 Service cost $ $ $ $ Interest cost Expected return on assets ) ) — — Amortization of prior service benefit ) ) ) ) Amortization of actuarial loss Special termination benefits — — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net periodic benefit cost $ $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ During the nine months ended September 30, 2016 and 2015, we made contributions to our pension and other postretirement benefit plans of $54 million and $83 million, respectively. During the remainder of 2016, we expect to contribute an additional amount of approximately $20 million to these plans.

HUNTSMAN CORPORATION STOCKHOLDE

HUNTSMAN CORPORATION STOCKHOLDERS' EQUITY	9 Months Ended
	Sep. 30, 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 to repurchase $100 million of our common stock that was completed in January 2016 with the purchase of 8.6 million shares. During the three months ended September 30, 2016, we did not repurchase any shares of our outstanding common stock under the repurchase program. As of September 30, 2016, there remained approximately $50 million of the amount authorized under the program that can be used for repurchases. COMMON STOCK DIVIDENDS During each of the quarters ended September 30, 2016, June 30, 2016 and March 31, 2016, we paid dividends of $30 million, or $0.125 per share, to common stockholders and during each of the quarters ended September 30, 2015, June 30, 2015 and March 31, 2015, we paid cash dividends of $31 million, or $0.125 per share, to common stockholders.

OTHER COMPREHENSIVE INCOME (LOS

OTHER COMPREHENSIVE INCOME (LOSS)	9 Months Ended
	Sep. 30, 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 Pension and Other Other, Total Amounts Amounts Beginning balance, January 1, 2016 $ ) $ ) $ $ $ ) $ $ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other comprehensive (loss) income before reclassifications, gross ) — ) ) — ) Tax benefit — — — — Amounts reclassified from accumulated other comprehensive loss, gross(c) — — — — Tax expense — ) — — ) — ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net current-period other comprehensive (loss) income ) ) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Ending balance, September 30, 2016 $ ) $ ) $ $ $ ) $ $ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (a) Amounts are net of tax of $83 and $90 as of September 30, 2016 and January 1, 2016, respectively. (b) Amounts are net of tax of $130 and $135 as of September 30, 2016 and January 1, 2016, respectively. (c) See table below for details about these reclassifications. Foreign Pension and Other Other, Total Amounts Amounts 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, September 30, 2015 $ ) $ ) $ $ $ ) $ $ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (a) Amounts are net of tax of $66 and $47 as of September 30, 2015 and January 1, 2015, respectively. (b) Amounts are net of tax of $171 and $182 as of September 30, 2015 and January 1, 2015, respectively. (c) See table below for details about these reclassifications. Three months ended Nine months ended Affected line item in Details about Accumulated Other Amounts reclassified Amounts reclassified 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 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended September 30, 2015 Nine months ended September 30, 2015 Affected line item in Details about Accumulated Other Amounts reclassified Amounts reclassified Amortization of pension and other postretirement benefits: Prior service credit $ ) $ ) (b) Actuarial loss (b)(c) ​ ​ ​ ​ ​ ​ ​ ​ ​ Settlement loss 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 nil and $2 million of actuarial losses related to discontinued operations for each of the three months ended September 30, 2016 and 2015, respectively, and $2 million and $4 million of actuarial losses related to discontinued operations for each of the nine months ended September 30, 2016 and 2015, respectively. Huntsman International Foreign Pension and Other Other, Total Amounts Amounts Beginning balance, January 1, 2016 $ ) $ ) $ $ $ ) $ $ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other comprehensive (loss) income before reclassifications, gross ) — ) ) — ) Tax benefit — — — — Amounts reclassified from accumulated other comprehensive loss, gross(c) — — — — Tax expense — ) — — ) — ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net current-period other comprehensive (loss) income ) ) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Ending balance, September 30, 2016 $ ) $ ) $ $ $ ) $ $ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (a) Amounts are net of tax of $69 and $76 as of September 30, 2016 and January 1, 2016, respectively. (b) Amounts are net of tax of $157 and $163 as of September 30, 2016 and January 1, 2016, respectively. (c) See table below for details about these reclassifications. Foreign Pension and Other Other, Total Amounts Amounts 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, September 30, 2015 $ ) $ ) $ $ $ ) $ $ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (a) Amounts are net of tax of $53 and $34 as of September 30, 2015 and January 1, 2015, respectively. (b) Amounts are net of tax of $200 and $211 as of September 30, 2015 and January 1, 2015, respectively. (c) See table below for details about these reclassifications. Three months ended Nine months ended Affected line item in Details about Accumulated Other Amounts reclassified Amounts reclassified 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 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended Nine months ended Affected line item in Details about Accumulated Other Amounts reclassified Amounts reclassified 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 nil and $2 million of actuarial losses related to discontinued operations for each of the three months ended September 30, 2016 and 2015, respectively, and $2 million and $4 million of actuarial losses related to discontinued operations for each of the nine months ended September 30, 2016 and 2015, respectively.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Sep. 30, 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, our co-defendants and other alleged co-conspirators conspired to fix prices of TiO 2 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 TiO 2 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 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 and subsequently paid the settlement in an amount immaterial to our financial statements. 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 TiO 2 (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 TiO 2 . 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 nine 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. On June 13, 2016, the court substantially denied the motion to dismiss except as to consumer protection claims in one state. On August 23, 2016, we were named as a defendant in a fourth civil antitrust suit filed in the U.S. District Court for the Northern District of California by an Indirect Purchaser, Home Depot. Home Depot is an Indirect Purchaser primarily through paints it purchasers from various manufacturers. Home Depot makes the same claims as the Direct and Indirect Purchasers. The plaintiffs in the Indirect Purchasers claims seek to recover injunctive relief, treble damages or the maximum damages allowed by state law, costs of suit and attorneys' fees. We are not aware of any illegal conduct by us or any of our employees. Nevertheless, we have incurred costs relating to these claims and could incur additional costs in amounts which in the aggregate could be material to us. Because of the overall complexity of these cases, we are unable to reasonably estimate any possible loss or range of loss and we have made no accrual with respect to these claims. 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 June 30, 2016, the plaintiffs voluntarily dismissed the Apollo defendants and filed responses to the Banks' previously filed motions to dismiss, which remain pending. We denied the Banks' indemnification demand for both the Texas Litigation and the Wisconsin Litigation. Other Proceedings We are a party to various other proceedings instituted by private plaintiffs, governmental authorities and others arising under provisions of applicable laws, including various environmental, products liability and other laws. Except as otherwise disclosed in this report, we do not believe that the outcome of any of these matters will have a material effect on our financial condition, results of operations or liquidity.

ENVIRONMENTAL, HEALTH AND SAFET

ENVIRONMENTAL, HEALTH AND SAFETY MATTERS	9 Months Ended
	Sep. 30, 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 nine months ended September 30, 2016 and 2015, our capital expenditures for EHS matters totaled $40 million and $92 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 $37 million and $38 million for environmental liabilities as of September 30, 2016 and December 31, 2015, respectively. Of these amounts, $2 million and $6 million were classified as accrued liabilities in our consolidated balance sheets as of September 30, 2016 and December 31, 2015, respectively, and $35 million and $32 million were classified as other noncurrent liabilities in our consolidated balance sheets for September 30, 2016 and December 31, 2015, respectively. In certain cases, our remediation liabilities may be payable over periods of up to 30 years. We may incur losses for environmental remediation in excess of the amounts accrued; however, we are not able to estimate the amount or range of such potential excess. 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 condensed 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 September 30, 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 potentially responsible party ("PRP") for contamination originating from the site. In February 2010, we and Wells Cargo (another PRP) agreed to conduct a Remedial Investigation/Feasibility Study of a portion of the site and are currently engaged in that process. At this time, we are unable to reasonably estimate our potential liabilities at this site. 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 Clear Air Act ("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	9 Months Ended
	Sep. 30, 2016
STOCK-BASED COMPENSATION PLANS
STOCK-BASED COMPENSATION PLANS	14. STOCK-BASED COMPENSATION PLANS On May 5, 2016, our stockholders approved a new Huntsman Corporation 2016 Stock Incentive Plan (the "2016 Stock Incentive Plan"), which reserved 8.2 million shares for issuance. The Huntsman Corporation Stock Incentive Plan, as amended and restated (the "Prior Plan"), remains in effect for outstanding awards granted pursuant to the Prior Plan, but no further awards may be granted under the Prior Plan. Under the 2016 Stock Incentive Plan we may grant nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock, phantom stock, performance share units 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 under both the 2016 Stock Incentive Plan and the Prior Plan are fixed at the grant date. As of September 30, 2016, we were authorized to grant up to 8.2 million shares under the 2016 Stock Incentive Plan. As of September 30, 2016, we had approximately 8 million shares remaining under the 2016 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. Outstanding 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 2016 Stock Incentive Plan and the Prior Plan for our Company and Huntsman International were as follows (dollars in millions): Three months Nine months 2016 2015 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 $5 million each for the nine months ended September 30, 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 Nine months ended 2016 2015 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 5.9 years 5.9 years A summary of stock option activity under the 2016 Stock Incentive Plan and the Prior Plan as of September 30, 2016 and changes during the nine months then ended is presented below: Option Awards Shares Weighted Weighted Aggregate (in thousands) (years) (in millions) Outstanding at January 1, 2016 $ Granted Exercised ) Forfeited ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Outstanding at September 30, 2016 $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Exercisable at September 30, 2016 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The weighted-average grant-date fair value of stock options granted during the nine months ended September 30, 2016 was $3.03 per option. As of September 30, 2016, there was $12 million of total unrecognized compensation cost related to nonvested stock option arrangements granted under the 2016 Stock Incentive Plan and the Prior Plan. That cost is expected to be recognized over a weighted-average period of approximately 1.9 years. The total intrinsic value of stock options exercised during the nine months ended both September 30, 2016 and 2015 was approximately nil. NONVESTED SHARES Nonvested shares granted under the 2016 Stock Incentive Plan and the Prior 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 nine months ended September 30, 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 nine months ended September 30, 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 September 30, 2016 and changes during the nine months then ended is presented below: Equity Awards Liability Awards Shares Weighted Shares Weighted (in thousands) (in thousands) Nonvested at January 1, 2016 $ $ Granted Vested (1) ) Forfeited ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nonvested at September 30, 2016 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (1) As of September 30, 2016, a total of 454,900 restricted stock units were vested but not yet issued, of which 60,948 vested during the nine months ended September 30, 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 September 30, 2016, there was $32 million of total unrecognized compensation cost related to nonvested share compensation arrangements granted under the 2016 Stock Incentive Plan and the Prior Plan. That cost is expected to be recognized over a weighted-average period of approximately 2.0 years. The value of share awards that vested during the nine months ended September 30, 2016 and 2015 was $15 million and $20 million, respectively.

INCOME TAXES

INCOME TAXES	9 Months Ended
	Sep. 30, 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 nine months ended September 30, 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 $6 million and a net decrease in unrecognized benefits and a corresponding income tax benefit of $5 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 $58 million and $85 million for the nine months ended September 30, 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. Our MTBE earnings are taxed at the U.S. statutory rate of 35%. Variability in our MTBE earnings has a meaningful impact on our effective tax rate. The combination of significantly lower MTBE earnings, weather related and other production outages in the U.S., and higher earnings in countries with valuation allowances, resulted in an unusually low effective tax rate in the third quarter of 2016. Huntsman International Huntsman International recorded income tax expense of $58 million and $85 million for the nine months ended September 30, 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. Our MTBE earnings are taxed at the U.S. statutory rate of 35%. Variability in our MTBE earnings has a meaningful impact on our effective tax rate. The combination of significantly lower MTBE earnings, weather related and other production outages in the U.S., and higher earnings in countries with valuation allowances, resulted in an unusually low effective tax rate in the third quarter of 2016.

NET INCOME PER SHARE

NET INCOME PER SHARE	9 Months Ended
	Sep. 30, 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 Nine months 2016 2015 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 $ $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator: Weighted average shares outstanding Dilutive shares: Stock-based awards ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total weighted average shares outstanding, including dilutive shares ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional stock-based awards of 5.5 million and 7.0 million weighted average equivalent shares of stock were outstanding during the three months ended September 30, 2016 and 2015, respectively, and 5.9 million and 2.7 million weighted average equivalent shares of stock were outstanding during the nine months ended September 30, 2016 and 2015, respectively. However, these stock-based awards were not included in the computation of diluted earnings per share for the three and nine months ended September 30, 2016 and 2015 because the effect would be anti-dilutive.

OPERATING SEGMENT INFORMATION

OPERATING SEGMENT INFORMATION	9 Months Ended
	Sep. 30, 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 digital 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. Adjusted EBITDA is presented as a measure of the financial performance of our global business units and for reporting the results of our operating segments. The adjusted EBITDA of operating segments excludes items that principally apply to our Company as a whole. The revenues and adjusted EBITDA for each of our reportable operating segments are as follows (dollars in millions): Three months Nine months 2016 2015 2016 2015 Revenues: Polyurethanes $ $ $ $ Performance Products Advanced Materials Textile Effects Pigments and Additives Corporate and eliminations — ) ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total $ $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Huntsman Corporation: Segment adjusted EBITDA(1): Polyurethanes $ $ $ $ Performance Products Advanced Materials Textile Effects Pigments and Additives Corporate and other(2) ) ) ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Reconciliation of adjusted EBITDA to net income: Interest expense, net ) ) ) ) Income tax benefit (expense)—continuing operations ) ) ) Income tax benefit (expense)—discontinued operations — ) Depreciation and amortization ) ) ) ) Net income attributable to noncontrolling interests Other adjustments: Business acquisition, integration and separation expenses ) ) ) ) EBITDA of discontinued operations ) ) ) ) Gain (loss) on disposition of business/assets — ) Loss on early extinguishment of debt ) ) ) ) Certain legal settlements and related expenses — ) ) ) Amortization of pension and postretirement actuarial losses ) ) ) ) Net plant incident remediation (costs) credits ) ) ) Restructuring, impairment and plant closing and transition costs ) ) ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income $ $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months Nine months 2016 2015 2016 2015 Huntsman International: Segment adjusted EBITDA(1): Polyurethanes $ $ $ $ Performance Products Advanced Materials Textile Effects Pigments and Additives Corporate and other(2) ) ) ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Reconciliation of adjusted EBITDA to net income: Interest expense, net ) ) ) ) Income tax expense—continuing operations — ) ) ) Income tax benefit (expense)—discontinued operations — ) Depreciation and amortization ) ) ) ) Net income attributable to noncontrolling interests Other adjustments: Business acquisition, integration and separation expenses ) ) ) ) EBITDA of discontinued operations ) ) ) ) Gain (loss) on disposition of business/assets — ) Loss on early extinguishment of debt ) ) ) ) Certain legal settlements and related expenses — ) ) ) Amortization of pension and postretirement actuarial losses ) ) ) ) Net plant incident remediation (costs) credits ) ) ) Restructuring, impairment and plant closing and transition costs ) ) ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income $ $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (1) Beginning in the second quarter of 2016, we use segment adjusted EBITDA as the measure of each segment's profit or loss. We believe that segment adjusted EBITDA more accurately reflects what management uses to make decisions about resources to be allocated to the segments and assess their financial performance. We have recasted the measure of each segment's profit or loss in the prior periods disclosed to reflect segment adjusted EBITDA. Segment adjusted EBITDA is defined as net income of Huntsman Corporation or Huntsman International, as appropriate, before interest, income tax, depreciation and amortization, net income attributable to noncontrolling interests and certain Corporate and other items, as well as eliminating the following adjustments: (a) business acquisition, integration and separation expenses; (b) EBITDA from discontinued operations; (c) gain (loss) on disposition of businesses/assets; (d) loss on early extinguishment of debt; (e) certain legal settlements and related expenses; (f) amortization of pension and postretirement actuarial losses; (g) net plant incident remediation (costs) credits; and (h) restructuring, impairment, plant closing and transition costs. (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.

CONDENSED CONSOLIDATING FINANCI

CONDENSED CONSOLIDATING FINANCIAL INFORMATION OF HUNTSMAN INTERNATIONAL LLC	9 Months Ended
	Sep. 30, 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 September 30, 2016 and December 31, 2015 and for the three and nine months ended September 30, 2016 and 2015. There are no contractual restrictions limiting transfers of cash from the Guarantors to Huntsman International. Each of the Guarantors is 100% owned by Huntsman International and has fully and unconditionally guaranteed, subject to certain customary release provisions, Huntsman International's outstanding notes on a joint and several basis. HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES Parent Guarantors Nonguarantors Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ $ $ $ — $ Restricted cash — — — Accounts and notes receivable, net Accounts receivable from affiliates ) Inventories ) Prepaid expenses ) Current assets held for sale — — — 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 — ) — Noncurrent assets held for sale — — — 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 — — Current liabilities held for sale — — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total current liabilities ) Long-term debt — — Notes payable to affiliates — ) Deferred income taxes Noncurrent liabilities held for sale — — — 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 Parent Guarantors Nonguarantors Eliminations Consolidated 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 Parent Guarantors Nonguarantors Eliminations Consolidated 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), net ) ) — ) Restructuring, impairment and plant closing costs — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating income ) Interest (expense) income ) ) — ) Equity in income of investment in affiliates and subsidiaries ) Loss on early extinguishment of debt ) — — — ) Dividend income — — ) — Other (loss) income, net ) — — ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income from continuing operations before income taxes ) Income tax benefit (expense) ) ) — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income from continuing operations ) 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 Parent Guarantors Nonguarantors Eliminations Consolidated 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), net ) — Restructuring, impairment and plant closing costs — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating (loss) income ) ) Interest (expense) income ) ) — ) Equity in income (loss) of investment in affiliates and subsidiaries ) — ) — Loss on early extinguishment of debt ) — — — ) Other income (loss), net ) — — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income 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 ) ) ) ) Comprehensive income attributable to noncontrolling interests — — ) ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Comprehensive loss attributable to Huntsman International LLC $ ) $ ) $ ) $ $ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES Parent Guarantors Nonguarantors Eliminations Consolidated 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), net ) ) — ) Restructuring, impairment and plant closing costs — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating income — Interest (expense) income ) ) — ) Equity in income of investment in affiliates and subsidiaries ) Loss on early extinguishment of debt ) — — — ) Dividend income — — ) — Other (loss) income, net ) ) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 Parent Guarantors Nonguarantors Eliminations Consolidated 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, net ) ) — 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), net ) ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 Parent Guarantors Nonguarantors Eliminations Consolidated Net cash provided by operating activities $ $ $ $ — $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Investing activities: Capital expenditures ) ) ) — ) Insurance proceeds for recovery of property damage — — — Cash received from unconsolidated affiliates — — — Investment in affiliate ) — — Investment in unconsolidated affiliates — ) ) — ) Proceeds from sale of businesses/assets — — — Decrease in receivable from affiliate — — — Change in restricted cash — — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net cash used in investing activities ) ) ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Financing activities: Net repayments on overdraft facilities — — ) — ) Repayments of short-term debt — — ) — ) Borrowings on short-term debt — — — Repayments of long-term debt ) — ) — ) Proceeds from issuance of long-term debt — — Repayments of notes payable to affiliate ) — — ) Proceeds from notes payable to affiliate — — ) — Repayments of notes payable ) — ) — ) Borrowings on notes payable — — Debt issuance costs paid ) — — — ) Dividends paid to noncontrolling intrests — — ) ) ) Contribution from parent — ) — Distribution to parent — ) ) — Dividends paid to parent ) — ) — ) Other, net — — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net cash used in financing activities ) ) ) ) ) Effect of exchange rate changes on cash — — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Increase in cash and cash equivalents — — Cash and cash equivalents at beginning of period — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents at end of period $ $ $ $ — $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ During the nine months ended September 30, 2016, we made a noncash capital contribution of approximately $215 million between Parent Company and Guarantor entities. HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES Parent Guarantors Nonguarantors Eliminations Consolidated Net cash (used in) provided by operating activities $ ) $ $ $ ) $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Investing activities: Capital expenditures ) ) ) — ) Cash received from unconsolidated affiliates — — — Investment in affiliate — ) — Investment in unconsolidated affiliates — ) ) — ) Acquisition of businesses, net of cash acquired — — ) — ) Cash received from purchase price adjustment for business acquired — — — Proceeds from sale of businesses/assets — — — Increase in receivable from affiliate ) — — — ) Cash received from termination of cross-currency interest rate contracts — — — Change in restricted cash — — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net cash provided by (used in) investing activities ) ) ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Financing activities: Net repayments on overdraft facilities — — ) — ) Repayments of short-term debt — — ) — ) Borrowings on short-term debt — — — Repayments of long-term debt ) — ) — ) Proceeds from issuance of long-term debt — — — Repayments of notes payable to affiliate ) — — — ) Proceeds from issuance of notes payable from affiliate — — — Repayments of notes payable ) — ) — ) Borrowings on notes payable — — Debt issuance costs paid ) — — — ) Call premiums related to early extinguishment of debt ) — — — ) Contingent consideration paid for business acquired ) — — — ) Contribution from parent — ) — Distribution to parent — ) ) — Dividends paid to noncontrolling interests — — — ) ) Dividends paid to parent ) ) — ) Excess tax benefit related to stock-based compensation — — — Other, net — — ) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net cash used in 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 $ $ $ $ — $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ During the nine months ended September 30, 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 Company and Guarantor entities.

GENERAL (Policies)

GENERAL (Policies)	9 Months Ended
	Sep. 30, 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)	9 Months Ended
	Sep. 30, 2016
INVENTORIES
Components of inventory	Inventories consisted of the following (dollars in millions): September 30, December 31, Raw materials and supplies $ $ Work in progress Finished goods ​ ​ ​ ​ ​ ​ ​ ​ Total LIFO reserves ) ) ​ ​ ​ ​ ​ ​ ​ ​ Net inventories $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

VARIABLE INTEREST ENTITIES (Tab

VARIABLE INTEREST ENTITIES (Tables)	9 Months Ended
	Sep. 30, 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 September 30, 2016 and our consolidated balance sheets as of December 31, 2015 (dollars in millions): September 30, December 31, 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)	9 Months Ended
	Sep. 30, 2016
RESTRUCTURING, IMPAIRMENT AND PLANT CLOSING COSTS
Accrued restructuring costs by type of cost and initiative	As of September 30, 2016 and December 31, 2015, accrued restructuring costs by type of cost and initiative consisted of the following (dollars in millions): Workforce Demolition and Non-cancelable Other Total(2) Accrued liabilities as of January 1, 2016 $ $ $ $ $ 2016 charges for 2015 and prior initiatives 2016 charges for 2016 initiatives — — Reversal of reserves no longer required ) — — — ) Distribution of prefunded restructuring costs ) ) — ) ) 2016 payments for 2015 and prior initiatives ) ) ) ) ) 2016 payments for 2016 initiatives ) — — ) ) Foreign currency effect on liability balance ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accrued liabilities as of September 30, 2016 $ $ $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (1) The workforce reduction reserves relate to the termination of 489 positions, of which 436 positions had not been terminated as of September 30, 2016. (2) Accrued liabilities by initiatives were as follows (dollars in millions): September 30, December 31, 2014 and prior initiatives $ $ 2015 initiatives 2016 initiatives — ​ ​ ​ ​ ​ ​ ​ ​ Total $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Accrued liabilities by initiative	Accrued liabilities by initiatives were as follows (dollars in millions) September 30, December 31, 2014 and prior initiatives $ $ 2015 initiatives 2016 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 Advanced Textile Pigments Discontinued Corporate Total Accrued liabilities as of January 1, 2016 $ $ $ $ $ $ $ $ 2016 charges for 2015 and prior initiatives — — — 2016 charges for 2016 initiatives — — — — Reversal of reserves no longer required — — — ) — — — ) Distribution of prefunded restructuring costs — ) — ) ) — — ) 2016 payments for 2015 and prior initiatives ) ) — ) ) — ) ) 2016 payments for 2016 initiatives ) — — ) — — — ) Foreign currency effect on liability balance — — — — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accrued liabilities as of September 30, 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 and nine months ended September 30, 2016 and 2015 by initiative are provided below (dollars in millions): Three months Nine months Cash charges: 2016 charges for 2015 and prior initiatives $ $ 2016 charges for 2016 initiatives Reversal of reserves no longer required — ) Gain on sale of land ) ) Accelerated depreciation Non-cash charges — ​ ​ ​ ​ ​ ​ ​ ​ Total 2016 Restructuring, Impairment and Plant Closing Costs $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months Nine months Cash charges: 2015 charges for 2014 and prior initiatives $ $ 2015 charges for 2015 initiatives Pension related charges — Reversal of reserves no longer required — ) Accelerated depreciation Non-cash charges — ​ ​ ​ ​ ​ ​ ​ ​ Total 2015 Restructuring, Impairment and Plant Closing Costs $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

DEBT (Tables)

DEBT (Tables)	9 Months Ended
	Sep. 30, 2016
Debt
Outstanding debt	Outstanding debt, net of debt issuance costs, consisted of the following (dollars in millions): September 30, December 31, 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): September 30, December 31, 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 September 30, 2016, our senior credit facilities ("Senior Credit Facilities") consisted of our revolving credit facility ("Revolving Facility"), our 2015 extended term loan B facility due 2019 ("2015 Extended Term Loan B"), our 2014 term loan B facility due 2021 ("2014 Term Loan B"), and our 2016 term loan B facility due 2023 ("2016 Term Loan B") (dollars in millions): Facility Committed Principal Unamortized Carrying Interest Rate(3) Maturity Revolving Facility(1) $ $ — $ — $ — USD LIBOR plus 3.00% 2015 Extended Term Loan B N/A ) USD LIBOR plus 3.00% 2014 Term Loan B N/A ) USD LIBOR plus 3.00%(2) 2016 Term Loan B N/A ) USD LIBOR plus 3.50%(2) (1) We had no borrowings outstanding under our Revolving Facility; we had approximately $17 million (U.S. dollar equivalents) of letters of credit and bank guarantees issued and outstanding under our Revolving Facility. (2) The 2014 Term Loan B and the 2016 Term Loan B are 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 September 30, 2016, the weighted average interest rate on our outstanding balances under the Senior Credit Facilities was approximately 4%.
Schedule of A/R Programs	Information regarding our A/R Programs as of September 30, 2016 was as follows (monetary amounts in millions): Facility Maturity Maximum Amount Interest Rate(2) U.S. A/R Program March 2018 $250 $90(3) Applicable rate plus 0.95% EU A/R Program March 2018 €225 €114 Applicable rate plus 1.10% (approximately $253) (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) The applicable rate for our U.S. A/R Program is defined by the lender as either USD LIBOR or CP rate. The 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 September 30, 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 nine months ended September 30, 2015, we redeemed or repurchased the following notes (dollars in millions): Date of Redemption Notes Principal Amount Paid Loss on Early September 2015 2021 Senior Subordinated Notes $ $ $ April 2015 2021 Senior Subordinated Notes January 2015 2021 Senior Subordinated Notes

DERIVATIVE INSTRUMENTS AND HE32

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Tables)	9 Months Ended
	Sep. 30, 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): September 30, 2016 Notional Value Effective Date Maturity Fixed Fair Value $ December 2014 April 2017 % $1 current liability January 2015 April 2017 % 1 current liability

FAIR VALUE (Tables)

FAIR VALUE (Tables)	9 Months Ended
	Sep. 30, 2016
FAIR VALUE
Fair values of financial instruments	The fair values of financial instruments were as follows (dollars in millions): September 30, 2016 December 31, 2015 Carrying Estimated Carrying Estimated 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 September 30, Quoted prices Significant other Significant 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, Quoted prices Significant other Significant 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 nine months ended September 30, 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 and nine months ended September 30, 2016 and 2015 for instruments measured at fair value on a recurring basis using significant unobservable inputs (Level 3) (dollars in millions). Three months Nine months Fair Value Measurements Using Significant Unobservable Inputs (Level 3) Cross-Currency Cross-Currency Beginning balance $ $ Transfers into Level 3 — — Transfers out of Level 3 — — Total (losses) gains: Included in earnings — — Included in other comprehensive income (loss) ) ) Purchases, sales, issuances and settlements — — ​ ​ ​ ​ ​ ​ ​ ​ Ending balance, September 30, 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 September 30, 2016 $ — $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months Nine months Fair Value Measurements Using Significant Unobservable Inputs (Level 3) Cross-Currency Cross-Currency Beginning balance $ $ Transfers into Level 3 — — Transfers out of Level 3 — — Total gains: Included in earnings — — Included in other comprehensive income (loss) Purchases, sales, issuances and settlements — — ​ ​ ​ ​ ​ ​ ​ ​ Ending balance, September 30, 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 September 30, 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): Three months Nine months Interest Other Interest Other Total net gains included in earnings $ — $ — $ — $ — Changes in unrealized losses relating to assets still held at September 30, 2016 — ) — ) Three months Nine months Interest Other Interest Other Total net gains included in earnings $ — $ — $ — $ — Changes in unrealized gains relating to assets still held at September 30, 2015 — —

EMPLOYEE BENEFIT PLANS (Tables)

EMPLOYEE BENEFIT PLANS (Tables)	9 Months Ended
	Sep. 30, 2016
EMPLOYEE BENEFIT PLANS
Components of the net periodic benefit costs	Components of the net periodic benefit costs for the three and nine months ended September 30, 2016 and 2015 were as follows (dollars in millions): Defined Benefit Other Three months Three months 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 $ $ $ — $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Defined Benefit Other Nine months Nine months 2016 2015 2016 2015 Service cost $ $ $ $ Interest cost Expected return on assets ) ) — — Amortization of prior service benefit ) ) ) ) Amortization of actuarial loss Special termination benefits — — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 and nine months ended September 30, 2016 and 2015 were as follows (dollars in millions): Defined Benefit Other Three months Three months 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 $ $ $ — $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Defined Benefit Other Nine months Nine months 2016 2015 2016 2015 Service cost $ $ $ $ Interest cost Expected return on assets ) ) — — Amortization of prior service benefit ) ) ) ) Amortization of actuarial loss Special termination benefits — — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net periodic benefit cost $ $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

OTHER COMPREHENSIVE INCOME (L35

OTHER COMPREHENSIVE INCOME (LOSS) (Tables)	9 Months Ended
	Sep. 30, 2016
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 Pension and Other Other, Total Amounts Amounts Beginning balance, January 1, 2016 $ ) $ ) $ $ $ ) $ $ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other comprehensive (loss) income before reclassifications, gross ) — ) ) — ) Tax benefit — — — — Amounts reclassified from accumulated other comprehensive loss, gross(c) — — — — Tax expense — ) — — ) — ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net current-period other comprehensive (loss) income ) ) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Ending balance, September 30, 2016 $ ) $ ) $ $ $ ) $ $ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (a) Amounts are net of tax of $83 and $90 as of September 30, 2016 and January 1, 2016, respectively. (b) Amounts are net of tax of $130 and $135 as of September 30, 2016 and January 1, 2016, respectively. (c) See table below for details about these reclassifications. Foreign Pension and Other Other, Total Amounts Amounts 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, September 30, 2015 $ ) $ ) $ $ $ ) $ $ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (a) Amounts are net of tax of $66 and $47 as of September 30, 2015 and January 1, 2015, respectively. (b) Amounts are net of tax of $171 and $182 as of September 30, 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 Nine months ended Affected line item in Details about Accumulated Other Amounts reclassified Amounts reclassified 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 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended September 30, 2015 Nine months ended September 30, 2015 Affected line item in Details about Accumulated Other Amounts reclassified Amounts reclassified Amortization of pension and other postretirement benefits: Prior service credit $ ) $ ) (b) Actuarial loss (b)(c) ​ ​ ​ ​ ​ ​ ​ ​ ​ Settlement loss 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 nil and $2 million of actuarial losses related to discontinued operations for each of the three months ended September 30, 2016 and 2015, respectively, and $2 million and $4 million of actuarial losses related to discontinued operations for each of the nine months ended September 30, 2016 and 2015, respectively.
Huntsman International
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 Pension and Other Other, Total Amounts Amounts Beginning balance, January 1, 2016 $ ) $ ) $ $ $ ) $ $ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other comprehensive (loss) income before reclassifications, gross ) — ) ) — ) Tax benefit — — — — Amounts reclassified from accumulated other comprehensive loss, gross(c) — — — — Tax expense — ) — — ) — ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net current-period other comprehensive (loss) income ) ) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Ending balance, September 30, 2016 $ ) $ ) $ $ $ ) $ $ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (a) Amounts are net of tax of $69 and $76 as of September 30, 2016 and January 1, 2016, respectively. (b) Amounts are net of tax of $157 and $163 as of September 30, 2016 and January 1, 2016, respectively. (c) See table below for details about these reclassifications. Foreign Pension and Other Other, Total Amounts Amounts 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, September 30, 2015 $ ) $ ) $ $ $ ) $ $ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (a) Amounts are net of tax of $53 and $34 as of September 30, 2015 and January 1, 2015, respectively. (b) Amounts are net of tax of $200 and $211 as of September 30, 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 Nine months ended Affected line item in Details about Accumulated Other Amounts reclassified Amounts reclassified 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 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended Nine months ended Affected line item in Details about Accumulated Other Amounts reclassified Amounts reclassified 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 nil and $2 million of actuarial losses related to discontinued operations for each of the three months ended September 30, 2016 and 2015, respectively, and $2 million and $4 million of actuarial losses related to discontinued operations for each of the nine months ended September 30, 2016 and 2015, respectively.

STOCK-BASED COMPENSATION PLANS

STOCK-BASED COMPENSATION PLANS (Tables)	9 Months Ended
	Sep. 30, 2016
STOCK-BASED COMPENSATION PLANS
Compensation cost from continuing operations under the Stock Incentive Plan	The compensation cost from continuing operations under the 2016 Stock Incentive Plan and the Prior Plan for our Company and Huntsman International were as follows (dollars in millions): Three months Nine months 2016 2015 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 Nine months ended 2016 2015 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 5.9 years 5.9 years
Summary of stock option activity under the Stock Incentive Plan and the Prior Plan	Option Awards Shares Weighted Weighted Aggregate (in thousands) (years) (in millions) Outstanding at January 1, 2016 $ Granted Exercised ) Forfeited ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Outstanding at September 30, 2016 $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Exercisable at September 30, 2016 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Summary of status of nonvested shares	Equity Awards Liability Awards Shares Weighted Shares Weighted (in thousands) (in thousands) Nonvested at January 1, 2016 $ $ Granted Vested (1) ) Forfeited ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nonvested at September 30, 2016 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (1) As of September 30, 2016, a total of 454,900 restricted stock units were vested but not yet issued, of which 60,948 vested during the nine months ended September 30, 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)	9 Months Ended
	Sep. 30, 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 Nine months 2016 2015 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 $ $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator: Weighted average shares outstanding Dilutive shares: Stock-based awards ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total weighted average shares outstanding, including dilutive shares ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

OPERATING SEGMENT INFORMATION (

OPERATING SEGMENT INFORMATION (Tables)	9 Months Ended
	Sep. 30, 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 digital 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 and reconciliation of adjusted EBITDA to net income	The revenues and adjusted EBITDA for each of our reportable operating segments are as follows (dollars in millions): Three months Nine months 2016 2015 2016 2015 Revenues: Polyurethanes $ $ $ $ Performance Products Advanced Materials Textile Effects Pigments and Additives Corporate and eliminations — ) ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total $ $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Huntsman Corporation: Segment adjusted EBITDA(1): Polyurethanes $ $ $ $ Performance Products Advanced Materials Textile Effects Pigments and Additives Corporate and other(2) ) ) ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Reconciliation of adjusted EBITDA to net income: Interest expense, net ) ) ) ) Income tax benefit (expense)—continuing operations ) ) ) Income tax benefit (expense)—discontinued operations — ) Depreciation and amortization ) ) ) ) Net income attributable to noncontrolling interests Other adjustments: Business acquisition, integration and separation expenses ) ) ) ) EBITDA of discontinued operations ) ) ) ) Gain (loss) on disposition of business/assets — ) Loss on early extinguishment of debt ) ) ) ) Certain legal settlements and related expenses — ) ) ) Amortization of pension and postretirement actuarial losses ) ) ) ) Net plant incident remediation (costs) credits ) ) ) Restructuring, impairment and plant closing and transition costs ) ) ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income $ $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (1) Beginning in the second quarter of 2016, we use segment adjusted EBITDA as the measure of each segment's profit or loss. We believe that segment adjusted EBITDA more accurately reflects what management uses to make decisions about resources to be allocated to the segments and assess their financial performance. We have recasted the measure of each segment's profit or loss in the prior periods disclosed to reflect segment adjusted EBITDA. Segment adjusted EBITDA is defined as net income of Huntsman Corporation or Huntsman International, as appropriate, before interest, income tax, depreciation and amortization, net income attributable to noncontrolling interests and certain Corporate and other items, as well as eliminating the following adjustments: (a) business acquisition, integration and separation expenses; (b) EBITDA from discontinued operations; (c) gain (loss) on disposition of businesses/assets; (d) loss on early extinguishment of debt; (e) certain legal settlements and related expenses; (f) amortization of pension and postretirement actuarial losses; (g) net plant incident remediation (costs) credits; and (h) restructuring, impairment, plant closing and transition costs. (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.
Huntsman International
OPERATING SEGMENT INFORMATION
Schedule of revenues and EBITDA for each of the entity's reportable operating segments and reconciliation of adjusted EBITDA to net income	The revenues and adjusted EBITDA for each of our reportable operating segments are as follows (dollars in millions): Three months Nine months 2016 2015 2016 2015 Huntsman International: Segment adjusted EBITDA(1): Polyurethanes $ $ $ $ Performance Products Advanced Materials Textile Effects Pigments and Additives Corporate and other(2) ) ) ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Reconciliation of adjusted EBITDA to net income: Interest expense, net ) ) ) ) Income tax expense—continuing operations — ) ) ) Income tax benefit (expense)—discontinued operations — ) Depreciation and amortization ) ) ) ) Net income attributable to noncontrolling interests Other adjustments: Business acquisition, integration and separation expenses ) ) ) ) EBITDA of discontinued operations ) ) ) ) Gain (loss) on disposition of business/assets — ) Loss on early extinguishment of debt ) ) ) ) Certain legal settlements and related expenses — ) ) ) Amortization of pension and postretirement actuarial losses ) ) ) ) Net plant incident remediation (costs) credits ) ) ) Restructuring, impairment and plant closing and transition costs ) ) ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income $ $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (1) Beginning in the second quarter of 2016, we use segment adjusted EBITDA as the measure of each segment's profit or loss. We believe that segment adjusted EBITDA more accurately reflects what management uses to make decisions about resources to be allocated to the segments and assess their financial performance. We have recasted the measure of each segment's profit or loss in the prior periods disclosed to reflect segment adjusted EBITDA. Segment adjusted EBITDA is defined as net income of Huntsman Corporation or Huntsman International, as appropriate, before interest, income tax, depreciation and amortization, net income attributable to noncontrolling interests and certain Corporate and other items, as well as eliminating the following adjustments: (a) business acquisition, integration and separation expenses; (b) EBITDA from discontinued operations; (c) gain (loss) on disposition of businesses/assets; (d) loss on early extinguishment of debt; (e) certain legal settlements and related expenses; (f) amortization of pension and postretirement actuarial losses; (g) net plant incident remediation (costs) credits; and (h) restructuring, impairment, plant closing and transition costs. (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.

CONDENSED CONSOLIDATING FINAN39

CONDENSED CONSOLIDATING FINANCIAL INFORMATION OF HUNTSMAN INTERNATIONAL LLC (Tables) - Huntsman International	9 Months Ended
	Sep. 30, 2016
CONDENSED CONSOLIDATING FINANCIAL INFORMATION OF HUNTSMAN INTERNATIONAL LLC
CONDENSED CONSOLIDATING BALANCE SHEETS	CONDENSED CONSOLIDATING BALANCE SHEETS Parent Guarantors Nonguarantors Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ $ $ $ — $ Restricted cash — — — Accounts and notes receivable, net Accounts receivable from affiliates ) Inventories ) Prepaid expenses ) Current assets held for sale — — — 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 — ) — Noncurrent assets held for sale — — — 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 — — Current liabilities held for sale — — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total current liabilities ) Long-term debt — — Notes payable to affiliates — ) Deferred income taxes Noncurrent liabilities held for sale — — — 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 BALANCE SHEETS Parent Guarantors Nonguarantors Eliminations Consolidated 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)	CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE Parent Guarantors Nonguarantors Eliminations Consolidated 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), net ) ) — ) Restructuring, impairment and plant closing costs — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating income ) Interest (expense) income ) ) — ) Equity in income of investment in affiliates and subsidiaries ) Loss on early extinguishment of debt ) — — — ) Dividend income — — ) — Other (loss) income, net ) — — ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income from continuing operations before income taxes ) Income tax benefit (expense) ) ) — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income from continuing operations ) 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 $ $ $ $ ) $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE Parent Guarantors Nonguarantors Eliminations Consolidated 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), net ) — Restructuring, impairment and plant closing costs — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating (loss) income ) ) Interest (expense) income ) ) — ) Equity in income (loss) of investment in affiliates and subsidiaries ) — ) — Loss on early extinguishment of debt ) — — — ) Other income (loss), net ) — — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income 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 ) ) ) ) Comprehensive income attributable to noncontrolling interests — — ) ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Comprehensive loss attributable to Huntsman International LLC $ ) $ ) $ ) $ $ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE Parent Guarantors Nonguarantors Eliminations Consolidated 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), net ) ) — ) Restructuring, impairment and plant closing costs — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating income — Interest (expense) income ) ) — ) Equity in income of investment in affiliates and subsidiaries ) Loss on early extinguishment of debt ) — — — ) Dividend income — — ) — Other (loss) income, net ) ) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 $ $ $ $ ) $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE Parent Guarantors Nonguarantors Eliminations Consolidated 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, net ) ) — 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), net ) ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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	CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Parent Guarantors Nonguarantors Eliminations Consolidated Net cash provided by operating activities $ $ $ $ — $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Investing activities: Capital expenditures ) ) ) — ) Insurance proceeds for recovery of property damage — — — Cash received from unconsolidated affiliates — — — Investment in affiliate ) — — Investment in unconsolidated affiliates — ) ) — ) Proceeds from sale of businesses/assets — — — Decrease in receivable from affiliate — — — Change in restricted cash — — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net cash used in investing activities ) ) ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Financing activities: Net repayments on overdraft facilities — — ) — ) Repayments of short-term debt — — ) — ) Borrowings on short-term debt — — — Repayments of long-term debt ) — ) — ) Proceeds from issuance of long-term debt — — Repayments of notes payable to affiliate ) — — ) Proceeds from notes payable to affiliate — — ) — Repayments of notes payable ) — ) — ) Borrowings on notes payable — — Debt issuance costs paid ) — — — ) Dividends paid to noncontrolling intrests — — ) ) ) Contribution from parent — ) — Distribution to parent — ) ) — Dividends paid to parent ) — ) — ) Other, net — — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net cash used in financing activities ) ) ) ) ) Effect of exchange rate changes on cash — — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Increase in cash and cash equivalents — — Cash and cash equivalents at beginning of period — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents at end of period $ $ $ $ — $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Parent Guarantors Nonguarantors Eliminations Consolidated Net cash (used in) provided by operating activities $ ) $ $ $ ) $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Investing activities: Capital expenditures ) ) ) — ) Cash received from unconsolidated affiliates — — — Investment in affiliate — ) — Investment in unconsolidated affiliates — ) ) — ) Acquisition of businesses, net of cash acquired — — ) — ) Cash received from purchase price adjustment for business acquired — — — Proceeds from sale of businesses/assets — — — Increase in receivable from affiliate ) — — — ) Cash received from termination of cross-currency interest rate contracts — — — Change in restricted cash — — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net cash provided by (used in) investing activities ) ) ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Financing activities: Net repayments on overdraft facilities — — ) — ) Repayments of short-term debt — — ) — ) Borrowings on short-term debt — — — Repayments of long-term debt ) — ) — ) Proceeds from issuance of long-term debt — — — Repayments of notes payable to affiliate ) — — — ) Proceeds from issuance of notes payable from affiliate — — — Repayments of notes payable ) — ) — ) Borrowings on notes payable — — Debt issuance costs paid ) — — — ) Call premiums related to early extinguishment of debt ) — — — ) Contingent consideration paid for business acquired ) — — — ) Contribution from parent — ) — Distribution to parent — ) ) — Dividends paid to noncontrolling interests — — — ) ) Dividends paid to parent ) ) — ) Excess tax benefit related to stock-based compensation — — — Other, net — — ) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net cash used in 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 $ $ $ $ — $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

GENERAL (Details)

GENERAL (Details) $ in Millions	9 Months Ended
	Sep. 30, 2016segment	Aug. 03, 2016USD ($)
GENERAL
Number of operating segments | segment	5
European Surfactants Manufacturing Facilities | Discontinued Operations, Disposed of by Sale
GENERAL
Sale consideration | $		$ 225

INVENTORIES (Details)

INVENTORIES (Details) - USD ($) $ in Millions		Sep. 30, 2016	Dec. 31, 2015
Inventories
Raw materials and supplies		$ 344	$ 389
Work in progress		104	125
Finished goods		1,044	1,221
Total		1,492	1,735
LIFO reserves		(48)	(43)
Net inventories	[1]	$ 1,444	$ 1,692
Percentage of inventories recorded using the LIFO cost method		9.00%	9.00%
Current assets held for sale
Inventories
Net inventories		$ 18
[1]	At September 30, 2016 and December 31, 2015, respectively, $25 and $34 of cash and cash equivalents, $10 and $12 of restricted cash, $28 and $26 of accounts and notes receivable (net), $42 and $54 of inventories, $6 and $5 of other current assets, $291 and $307 of property, plant and equipment (net), $32 and $36 of intangible assets (net), $38 each of other noncurrent assets, $69 and $82 of accounts payable, $30 and $27 of accrued liabilities, $20 and $15 of current portion of debt, $114 and $137 of longterm debt, and $56 and $54 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		9 Months Ended
		Sep. 30, 2016	Dec. 31, 2015
Assets and liabilities of VIE
Current assets		$ 3,783	$ 3,834
Property, plant and equipment, net	[1]	4,298	4,446
Other noncurrent assets	[1]	575	573
Deferred income taxes		404	418
Intangible assets	[1]	97	86
Goodwill		123	116
Total assets		9,707	9,820
Current liabilities		1,789	1,917
Long-term debt	[1]	4,468	4,625
Deferred income taxes		471	422
Other noncurrent liabilities	[1]	1,197	1,226
Total liabilities		7,936	8,191
Consolidated VIE's
Assets and liabilities of VIE
Property, plant and equipment, net		291	307
Other noncurrent assets		38	38
Intangible assets		32	36
Long-term debt		114	137
Other noncurrent liabilities		56	54
Rubicon LLC, Pacific Iron Products, Arabian Amines and Sasol Huntsman GmbH, Co. KG and Viance
Assets and liabilities of VIE
Current assets		100	121
Property, plant and equipment, net		291	307
Other noncurrent assets		101	95
Deferred income taxes		35	35
Intangible assets		32	36
Goodwill		13	13
Total assets		572	607
Current liabilities		155	159
Long-term debt		116	140
Deferred income taxes		11	11
Other noncurrent liabilities		56	54
Total liabilities		$ 338	$ 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 September 30, 2016 and December 31, 2015, respectively, $25 and $34 of cash and cash equivalents, $10 and $12 of restricted cash, $28 and $26 of accounts and notes receivable (net), $42 and $54 of inventories, $6 and $5 of other current assets, $291 and $307 of property, plant and equipment (net), $32 and $36 of intangible assets (net), $38 each of other noncurrent assets, $69 and $82 of accounts payable, $30 and $27 of accrued liabilities, $20 and $15 of current portion of debt, $114 and $137 of longterm debt, and $56 and $54 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	9 Months Ended
	Sep. 30, 2016USD ($)	Sep. 30, 2016USD ($)item	Sep. 30, 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		(46)
Foreign currency effect on liability balance		2
Accrued liabilities at the end of the period	$ 119	119
2015 and prior initiatives
Accrued restructuring costs rollforward
Restructuring charges	44	72
Restructuring payments		(82)
2016 initiatives
Accrued restructuring costs rollforward
Restructuring charges	3	9
Restructuring payments		(3)
Accrued liabilities at the end of the period	6	6
Workforce reductions
Accrued restructuring costs rollforward
Accrued liabilities at the beginning of the period		109
Reversal of reserves no longer required		(1)
Distribution of prefunded restructuring costs		(40)
Foreign currency effect on liability balance		1
Accrued liabilities at the end of the period	43	$ 43
Number of positions terminated | item		489
Number of positions not terminated | item		436
Workforce reductions | 2015 and prior initiatives
Accrued restructuring costs rollforward
Restructuring charges		$ 6
Restructuring payments		(37)
Workforce reductions | 2016 initiatives
Accrued restructuring costs rollforward
Restructuring charges		6
Restructuring payments		(1)
Demolition and decommissioning
Accrued restructuring costs rollforward
Accrued liabilities at the beginning of the period		16
Distribution of prefunded restructuring costs		(5)
Foreign currency effect on liability balance		1
Accrued liabilities at the end of the period	27	27
Demolition and decommissioning | 2015 and prior initiatives
Accrued restructuring costs rollforward
Restructuring charges		28
Restructuring payments		(13)
Non-cancelable lease and contract termination costs
Accrued restructuring costs rollforward
Accrued liabilities at the beginning of the period		38
Foreign currency effect on liability balance		1
Accrued liabilities at the end of the period	44	44
Non-cancelable lease and contract termination costs | 2015 and prior initiatives
Accrued restructuring costs rollforward
Restructuring charges		8
Restructuring payments		(3)
Other restructuring costs
Accrued restructuring costs rollforward
Accrued liabilities at the beginning of the period		5
Distribution of prefunded restructuring costs		(1)
Foreign currency effect on liability balance		(1)
Accrued liabilities at the end of the period	$ 5	5
Other restructuring costs | 2015 and prior initiatives
Accrued restructuring costs rollforward
Restructuring charges		30
Restructuring payments		(29)
Other restructuring costs | 2016 initiatives
Accrued restructuring costs rollforward
Restructuring charges		3
Restructuring payments		$ (2)

RESTRUCTURING, IMPAIRMENT AND44

RESTRUCTURING, IMPAIRMENT AND PLANT CLOSING COSTS - ACCRUED LIABILITIES BY INITIATIVE (Details) - USD ($) $ in Millions	Sep. 30, 2016	Dec. 31, 2015
Accrued liabilities by initiatives
Accrued liabilities	$ 119	$ 168
2014 and prior initiatives
Accrued liabilities by initiatives
Accrued liabilities	102	143
2015 initiatives
Accrued liabilities by initiatives
Accrued liabilities	11	$ 25
2016 initiatives
Accrued liabilities by initiatives
Accrued liabilities	$ 6

RESTRUCTURING, IMPAIRMENT AND45

RESTRUCTURING, IMPAIRMENT AND PLANT CLOSING COSTS - RESERVES FOR RESTRUCTURING, IMPAIRMENT AND PLANT CLOSING COSTS (Details) - USD ($) $ in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2016	Sep. 30, 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		(46)
Foreign currency effect on liability balance		2
Accrued liabilities at the end of the period	$ 119	119
Current portion of restructuring reserves	69	69
Long-term portion of restructuring reserves	50	50
2015 and prior initiatives
Accrued restructuring costs rollforward
Restructuring charges	44	72
Restructuring payments		(82)
2016 initiatives
Accrued restructuring costs rollforward
Restructuring charges	3	9
Restructuring payments		(3)
Accrued liabilities at the end of the period	6	6
Corporate and other
Accrued restructuring costs rollforward
Accrued liabilities at the beginning of the period		4
Accrued liabilities at the end of the period	3	3
Current portion of restructuring reserves	3	3
Corporate and other | 2015 and prior initiatives
Accrued restructuring costs rollforward
Restructuring charges		3
Restructuring payments		(4)
Polyurethanes
Accrued restructuring costs rollforward
Accrued liabilities at the beginning of the period		5
Accrued liabilities at the end of the period	4	4
Current portion of restructuring reserves	3	3
Long-term portion of restructuring reserves	1	1
Polyurethanes | 2015 and prior initiatives
Accrued restructuring costs rollforward
Restructuring payments		(2)
Polyurethanes | 2016 initiatives
Accrued restructuring costs rollforward
Restructuring charges		3
Restructuring payments		(2)
Performance Products
Accrued restructuring costs rollforward
Accrued liabilities at the beginning of the period		9
Restructuring charges		16
Distribution of prefunded restructuring costs		(5)
Accrued liabilities at the end of the period	2	2
Current portion of restructuring reserves	2	2
Performance Products | 2015 and prior initiatives
Accrued restructuring costs rollforward
Restructuring charges		16
Restructuring payments		(18)
Advanced Materials
Accrued restructuring costs rollforward
Accrued liabilities at the beginning of the period		4
Accrued liabilities at the end of the period	4	4
Current portion of restructuring reserves	2	2
Long-term portion of restructuring reserves	2	2
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		(5)
Foreign currency effect on liability balance		1
Accrued liabilities at the end of the period	72	72
Current portion of restructuring reserves	32	32
Long-term portion of restructuring reserves	40	40
Textile Effects | 2015 and prior initiatives
Accrued restructuring costs rollforward
Restructuring charges		37
Restructuring payments		(15)
Textile Effects | 2016 initiatives
Accrued restructuring costs rollforward
Restructuring charges		1
Restructuring payments		(1)
Pigments and Additives
Accrued restructuring costs rollforward
Restructuring charges		12
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	33	33
Current portion of restructuring reserves	26	26
Long-term portion of restructuring reserves	7	7
Pigments | 2015 and prior initiatives
Accrued restructuring costs rollforward
Restructuring charges		16
Restructuring payments		(43)
Pigments | 2016 initiatives
Accrued restructuring costs rollforward
Restructuring charges		5
Discontinued Operations
Accrued restructuring costs rollforward
Accrued liabilities at the beginning of the period		1
Accrued liabilities at the end of the period	1	1
Current portion of restructuring reserves	$ 1	$ 1

RESTRUCTURING, IMPAIRMENT AND46

RESTRUCTURING, IMPAIRMENT AND PLANT CLOSING COSTS - CASH AND NONCASH RESTRUCTURING CHARGES AND OTHER INFORMATION (Details) $ in Millions	1 Months Ended		3 Months Ended			9 Months Ended
	Feb. 28, 2015kt	Dec. 31, 2014item	Sep. 30, 2016USD ($)	Jun. 30, 2016USD ($)	Sep. 30, 2015USD ($)	Sep. 30, 2016USD ($)item	Sep. 30, 2015USD ($)
Accrued restructuring costs by type of cost and initiative
Pension-related charges							$ 3
Reversal of reserves no longer required						$ (1)	(1)
Gain on sale of land			$ (3)			(3)
Accelerated depreciation			1		$ 2	8	77
Non-cash charges						2	10
Total Restructuring, Impairment and Plant Closing Costs			45		14	87	221
Calais, France Facility
Accrued restructuring costs by type of cost and initiative
Accelerated depreciation							73
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%
Non-cash charges							10
Performance Products
Accrued restructuring costs by type of cost and initiative
Restructuring charges						16
Polyurethanes | Europe
Accrued restructuring costs by type of cost and initiative
Restructuring charges							14
Advanced Materials | Europe
Accrued restructuring costs by type of cost and initiative
Restructuring charges							6
Textile Effects
Accrued restructuring costs by type of cost and initiative
Reversal of reserves no longer required						(1)
Pigments and Additives
Accrued restructuring costs by type of cost and initiative
Restructuring charges						12
Pension-related charges							3
Accelerated depreciation						8
Pigments and Additives | South African Titanium Dioxide Manufacturing Facility
Accrued restructuring costs by type of cost and initiative
Restructuring charges						5
Impairment of long-lived assets				$ 1
Non-cancelable lease and contract termination costs | Textile Effects | Basel, Switzerland
Accrued restructuring costs by type of cost and initiative
Restructuring charges						8	6
Demolition and decommissioning | Textile Effects | Basel, Switzerland
Accrued restructuring costs by type of cost and initiative
Restructuring charges						28	4
Other restructuring costs | Textile Effects | Basel, Switzerland
Accrued restructuring costs by type of cost and initiative
Restructuring charges							2
Other restructuring costs | Pigments and Additives
Accrued restructuring costs by type of cost and initiative
Restructuring charges							12
Workforce reductions
Accrued restructuring costs by type of cost and initiative
Reversal of reserves no longer required						$ (1)
Number of positions terminated | item						489
Workforce reductions | Calais, France Facility
Accrued restructuring costs by type of cost and initiative
Restructuring charges							21
Workforce reductions | Pigments and Additives
Accrued restructuring costs by type of cost and initiative
Restructuring charges						$ 4	51
Number of positions terminated | item		900
Expected number of positions to be terminated | item		900
Workforce reductions | Color Pigments Business
Accrued restructuring costs by type of cost and initiative
Restructuring charges							5
2014 and prior initiatives
Accrued restructuring costs by type of cost and initiative
Restructuring charges					11		87
2015 initiatives
Accrued restructuring costs by type of cost and initiative
Restructuring charges					$ 1		45
2015 and prior initiatives
Accrued restructuring costs by type of cost and initiative
Restructuring charges			44			72
2015 and prior initiatives | Corporate and other
Accrued restructuring costs by type of cost and initiative
Restructuring charges						3
2015 and prior initiatives | Performance Products
Accrued restructuring costs by type of cost and initiative
Restructuring charges						16
2015 and prior initiatives | Textile Effects
Accrued restructuring costs by type of cost and initiative
Restructuring charges						37
2015 and prior initiatives | Non-cancelable lease and contract termination costs
Accrued restructuring costs by type of cost and initiative
Restructuring charges						8
2015 and prior initiatives | Demolition and decommissioning
Accrued restructuring costs by type of cost and initiative
Restructuring charges						28
2015 and prior initiatives | Other restructuring costs
Accrued restructuring costs by type of cost and initiative
Restructuring charges						30
2015 and prior initiatives | Workforce reductions
Accrued restructuring costs by type of cost and initiative
Restructuring charges						6
2016 initiatives
Accrued restructuring costs by type of cost and initiative
Restructuring charges			$ 3			9
2016 initiatives | Polyurethanes
Accrued restructuring costs by type of cost and initiative
Restructuring charges						3
2016 initiatives | Textile Effects
Accrued restructuring costs by type of cost and initiative
Restructuring charges						1
2016 initiatives | Other restructuring costs
Accrued restructuring costs by type of cost and initiative
Restructuring charges						3
2016 initiatives | Workforce reductions
Accrued restructuring costs by type of cost and initiative
Restructuring charges						$ 6
Other initiatives | Textile Effects | Basel, Switzerland
Accrued restructuring costs by type of cost and initiative
Restructuring charges							$ 5

DEBT - DEBT OUTSTANDING (Detail

DEBT - DEBT OUTSTANDING (Details) € in Millions, $ in Millions		Sep. 30, 2016USD ($)	Jul. 22, 2016USD ($)	Apr. 01, 2016USD ($)	Sep. 30, 2016USD ($)	Jun. 30, 2016USD ($)	Sep. 30, 2015USD ($)	Sep. 30, 2016USD ($)	Sep. 30, 2015USD ($)	Sep. 30, 2016EUR (€)	Sep. 30, 2016USD ($)	Mar. 31, 2016USD ($)	Dec. 31, 2015USD ($)
Debt
Total debt - excluding debt to affiliates											$ 4,556		$ 4,795
Total current portion of debt	[1]										88		170
Long-term portion	[1]										4,468		4,625
Notes payable to affiliates-noncurrent											1		1
Total debt											4,557		4,796
Debt issuance costs											60		67
Loan to subsidiary											796
Loss on early extinguishment of debt					$ 1		$ 8	$ 3	$ 31
Consolidated VIE's
Debt
Total debt - excluding debt to affiliates											134		151
Total current portion of debt											20		15
Long-term portion											114		137
Huntsman International
Debt
Total debt - excluding debt to affiliates											4,556		4,795
Total current portion of debt	[1]										88		170
Long-term portion	[1]										4,468		4,625
Notes payable to affiliates-current											100		100
Notes payable to affiliates-noncurrent											697		698
Total debt											5,353		5,593
Loss on early extinguishment of debt					1		$ 8	$ 3	$ 31
Huntsman International | U.S. A/R Program
Debt
Reduction in applicable margin on borrowings (as a percent)								0.10%
Huntsman International | Maximum | U.S. A/R Program
Debt
Reduction in applicable margin on borrowings (as a percent)								0.25%
Huntsman International | Consolidated VIE's
Debt
Total debt - excluding debt to affiliates											134		151
Total current portion of debt											20		15
Long-term portion											114		137
Revolving Facility | Huntsman International
Debt
Committed Amount											650	$ 625
Borrowings outstanding											0
Amount of letter of credit and bank guarantees issued and outstanding											$ 17
Increase to committed amount of facility				$ 25
Aggregate borrowing capacity, after contingent increase				650
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
Senior Credit Facilities | Huntsman International
Debt
Weighted average interest rate at period end (as a percent)										4.00%	4.00%
Term loans
Debt
Total debt - excluding debt to affiliates											$ 2,234		2,454
Term loans | Huntsman International
Debt
Total debt - excluding debt to affiliates											2,234		2,454
Extended Term Loan B, Extended Term Loan B Series 2 and Term Loan C
Debt
Loss on early extinguishment of debt						$ 2
2015 Extended Term Loan B | Huntsman International
Debt
Principal Outstanding											566
Unamortized discounts and debt issuance costs											(3)
Total debt											563
Prepayments of Long-term Debt		$ 100	$ 100		200
Loss on early extinguishment of debt					$ 1
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											1,179
Unamortized discounts and debt issuance costs											(48)
Total debt											1,131
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 Outstanding											547
Unamortized discounts and debt issuance costs											(7)
Total debt											540
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%
Accounts receivable programs
Debt
Total debt - excluding debt to affiliates											218		215
Accounts receivable programs | Huntsman International
Debt
Total debt - excluding debt to affiliates											218		215
Accounts receivable pledged as collateral											473		438
U.S. A/R Program Maturing March 2018 | Huntsman International
Debt
Total debt											90
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	253
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											1,873		1,850
Senior notes | Huntsman International
Debt
Total debt - excluding debt to affiliates											1,873		1,850
Other debt instruments
Debt
Total debt - excluding debt to affiliates											97		125
Other debt instruments | Huntsman International
Debt
Total debt - excluding debt to affiliates											$ 97		$ 125
[1]	At September 30, 2016 and December 31, 2015, respectively, $25 and $34 of cash and cash equivalents, $10 and $12 of restricted cash, $28 and $26 of accounts and notes receivable (net), $42 and $54 of inventories, $6 and $5 of other current assets, $291 and $307 of property, plant and equipment (net), $32 and $36 of intangible assets (net), $38 each of other noncurrent assets, $69 and $82 of accounts payable, $30 and $27 of accrued liabilities, $20 and $15 of current portion of debt, $114 and $137 of longterm debt, and $56 and $54 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		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Redemption of Notes and Loss on Early Extinguishment of Debt
Loss on Early Extinguishment of Debt	$ 1	$ 8	$ 3	$ 31
Huntsman International
Redemption of Notes and Loss on Early Extinguishment of Debt
Loss on Early Extinguishment of Debt	$ 1	$ 8	$ 3	31
Senior Subordinated Notes 2021 | September 2015 | Huntsman International
Redemption of Notes and Loss on Early Extinguishment of Debt
Principal Amount of Notes Redeemed				195
Amount Paid (Excluding Accrued Interest)				204
Loss on Early Extinguishment of Debt				7
Senior Subordinated Notes 2021 | April 2015 | Huntsman International
Redemption of Notes and Loss on Early Extinguishment of Debt
Principal Amount of Notes Redeemed				289
Amount Paid (Excluding Accrued Interest)				311
Loss on Early Extinguishment of Debt				20
Senior Subordinated Notes 2021 | January 2015 | 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		9 Months Ended		12 Months Ended
	Nov. 30, 2014EUR (€)item	Mar. 31, 2010EUR (€)item	Sep. 30, 2016USD ($)	Mar. 31, 2015USD ($)	Sep. 30, 2016USD ($)	Sep. 30, 2015USD ($)	Dec. 31, 2009	Sep. 30, 2016EUR (€)item	Sep. 30, 2016USD ($)item	Nov. 30, 2014USD ($)item	Mar. 31, 2010USD ($)item
Derivative Instruments and Hedging Activities
Notional Amounts								€ 671	$ 754
Amount received from counterparties						$ 66
Amount of loss recognized on the hedge of net investments			$ 11		$ 18
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									$ 176
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									$ 20
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									$ 21
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	Sep. 30, 2016	Dec. 31, 2015
Carrying Value
Fair values of financial instruments
Non-qualified employee benefit plan investments	$ 25	$ 26
Investments in equity securities	21	18
Long-term debt (including current portion)	(4,556)	(4,795)
Carrying Value | Cross-currency interest rate contracts
Fair values of financial instruments
Derivative contracts - assets	21	28
Carrying Value | Interest rate contracts
Fair values of financial instruments
Derivative contracts - liabilities	(3)	(4)
Estimated Fair Value
Fair values of financial instruments
Non-qualified employee benefit plan investments	25	26
Investments in equity securities	21	18
Long-term debt (including current portion)	(4,704)	(4,647)
Estimated Fair Value | Cross-currency interest rate contracts
Fair values of financial instruments
Derivative contracts - assets	21	28
Estimated Fair Value | Interest rate contracts
Fair values of financial instruments
Derivative contracts - liabilities	$ (3)	$ (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	Sep. 30, 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			$ 67	$ 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			21	28
Recurring basis | Interest rate contracts
Liabilities:
Total liabilities			(3)	(4)
Recurring basis | Equity mutual funds
Assets:
Available-for-sale equity securities			25	26
Recurring basis | Equity securities
Assets:
Available-for-sale equity securities			21	18
Recurring basis | Quoted prices in active markets for identical assets (Level 1)
Assets:
Total assets			46	44
Recurring basis | Quoted prices in active markets for identical assets (Level 1) | Equity mutual funds
Assets:
Available-for-sale equity securities			25	26
Recurring basis | Quoted prices in active markets for identical assets (Level 1) | Equity securities
Assets:
Available-for-sale equity securities			21	18
Recurring basis | Significant other observable inputs (Level 2) | Interest rate contracts
Liabilities:
Total liabilities			(3)	(4)
Recurring basis | Significant unobservable inputs (Level 3)
Assets:
Total assets			21	28
Recurring basis | Significant unobservable inputs (Level 3) | Cross-currency interest rate contracts
Assets:
Derivatives			$ 21	$ 28

FAIR VALUE - INSTRUMENTS MEASUR

FAIR VALUE - INSTRUMENTS MEASURED AT FAIR VALUE ON A RECURRING BASIS USING SIGNIFICANT UNOBSERVABLE INPUTS (LEVEL 3) AND INSTRUMENTS MEASURED AT FAIR VALUE ON A NON-RECURRING BASIS (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Other comprehensive income (loss)
Total (losses) gains:
Amount of total gains (losses) for the period included in earnings attributable to the change in unrealized gains (losses) relating to assets still held	$ (5)	$ 3	$ (7)	$ 23
Cross-currency interest rate contracts
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
Balance at beginning of period	26	25	28	5
Total (losses) gains:
Included in other comprehensive income (loss)	(5)	3	(7)	23
Balance at end of period	$ 21	$ 28	21	28
Non-recurring basis
Total (losses) gains:
Impairment of long-lived assets			$ 1	$ 0

EMPLOYEE BENEFIT PLANS (Details

EMPLOYEE BENEFIT PLANS (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Components of net periodic benefit cost
Amortization of actuarial loss	$ 16	$ 19	$ 49	$ 56
Contributions to pension and other postretirement benefit plans			54	83
Expected contributions to pension and other postretirement benefit plans during remainder of 2016			20
Huntsman International
Components of net periodic benefit cost
Amortization of actuarial loss	18	21	55	62
Defined Benefit Plans
Components of net periodic benefit cost
Service cost	16	18	48	54
Interest cost	30	31	91	92
Expected return on assets	(46)	(50)	(141)	(150)
Amortization of prior service benefit	(2)	(2)	(7)	(4)
Amortization of actuarial loss	17	20	51	57
Special termination benefits				3
Net periodic benefit cost	15	17	42	52
Defined Benefit Plans | Huntsman International
Components of net periodic benefit cost
Service cost	16	18	48	54
Interest cost	30	31	91	92
Expected return on assets	(46)	(50)	(141)	(150)
Amortization of prior service benefit	2	(2)	(7)	(4)
Amortization of actuarial loss	20	22	57	63
Special termination benefits				3
Net periodic benefit cost	22	19	48	58
Other Postretirement Benefit Plans
Components of net periodic benefit cost
Service cost	1	1	2	3
Interest cost	1	1	3	4
Amortization of prior service benefit	(2)	(1)	(5)	(3)
Amortization of actuarial loss			1	2
Net periodic benefit cost		1	1	6
Other Postretirement Benefit Plans | Huntsman International
Components of net periodic benefit cost
Service cost	1	1	2	3
Interest cost	1	1	3	4
Amortization of prior service benefit	$ (2)	(1)	(5)	(3)
Amortization of actuarial loss			1	2
Net periodic benefit cost		$ 1	$ 1	$ 6

HUNTSMAN CORPORATION STOCKHOL54

HUNTSMAN CORPORATION STOCKHOLDERS' EQUITY (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	1 Months Ended	3 Months Ended						9 Months Ended
	Jan. 31, 2016	Sep. 30, 2016	Jun. 30, 2016	Mar. 31, 2016	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Sep. 30, 2016	Sep. 30, 2015	Oct. 27, 2015	Sep. 29, 2015
SHARE REPURCHASE PROGRAM
Value authorized to be repurchased										$ 100
Number of shares repurchased	8.6	0
Remaining amount authorized for repurchase		$ 50						$ 50
COMMON STOCK DIVIDENDS
Cash dividends paid		$ 30	$ 30	$ 30	$ 31	$ 31	$ 31	$ 90	$ 92
Cash dividends paid (in dollars per share)		$ 0.125	$ 0.125	$ 0.125	$ 0.125	$ 0.125	$ 0.125	$ 0.375	$ 0.375
Maximum
SHARE REPURCHASE PROGRAM
Value authorized to be repurchased											$ 150

OTHER COMPREHENSIVE INCOME (L55

OTHER COMPREHENSIVE INCOME (LOSS) - COMPONENTS AND CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) - HUNTSMAN CORPORATION (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 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	$ 30	$ (88)	22	(199)
Balance at the end of the period	1,771	1,791	1,771	1,791	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 (loss) income before reclassifications, gross			(20)	(221)
Tax benefit (expense)			7	(19)
Amounts reclassified from accumulated other comprehensive loss, gross			40	52
Tax expense			(5)	(11)
Other comprehensive income (loss), net of tax			22	(199)
Balance at the end of the period	(1,294)	(1,275)	(1,294)	(1,275)	(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 (loss) income before reclassifications, gross			(18)	(219)
Tax benefit (expense)			7	(19)
Other comprehensive income (loss), net of tax			(11)	(238)
Balance at the end of the period	(299)	(213)	(299)	(213)	(288)	25
Foreign currency translation adjustment, tax			83	66	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)
Other comprehensive (loss) income before reclassifications, gross				(5)
Amounts reclassified from accumulated other comprehensive loss, gross			40	52
Tax expense			(5)	(11)
Other comprehensive income (loss), net of tax			35	36
Balance at the end of the period	(1,021)	(1,086)	(1,021)	(1,086)	(1,056)	(1,122)
Pension and other postretirement benefits adjustments, tax			130	171	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 (loss) income before reclassifications, gross			(8)	(1)
Other comprehensive income (loss), net of tax			(8)	(1)
Balance at the end of the period	3	9	3	9	11	10
Other, net
Components of other comprehensive income (loss)
Balance at the beginning of the period			17	11	11
Other comprehensive (loss) income before reclassifications, gross			6	4
Other comprehensive income (loss), net of tax			6	4
Balance at the end of the period	23	15	23	15	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 (loss) income before reclassifications, gross				7
Other comprehensive income (loss), net of tax				7
Balance at the end of the period	28	30	28	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 (loss) income before reclassifications, gross			(20)	(214)
Tax benefit (expense)			7	(19)
Amounts reclassified from accumulated other comprehensive loss, gross			40	52
Tax expense			(5)	(11)
Other comprehensive income (loss), net of tax			22	(192)
Balance at the end of the period	$ (1,266)	$ (1,245)	$ (1,266)	$ (1,245)	$ (1,288)	$ (1,053)

OTHER COMPREHENSIVE INCOME (L56

OTHER COMPREHENSIVE INCOME (LOSS) - RECLASSIFICATION DETAILS - HUNTSMAN CORPORATION (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Pension and other postretirement benefits adjustments
Reclassification from accumulated other comprehensive loss
Total before tax			$ 40	$ 52
Income tax expense			(5)	(11)
Pension and other postretirement benefits adjustments | Amount reclassified
Reclassification from accumulated other comprehensive loss
Total before tax	$ 13	$ 17	40	52
Income tax expense	(2)	(3)	(5)	(11)
Net of tax	11	14	35	41
Prior service credit | Amount reclassified
Reclassification from accumulated other comprehensive loss
Total before tax	(4)	(3)	(12)	(7)
Actuarial loss | Amount reclassified
Reclassification from accumulated other comprehensive loss
Total before tax	17	20	52	59
Actuarial loss | Amount reclassified | Discontinued Operations
Reclassification from accumulated other comprehensive loss
Total before tax	$ 0	$ 2	$ 2	$ 4

OTHER COMPREHENSIVE INCOME (L57

OTHER COMPREHENSIVE INCOME (LOSS) - COMPONENTS AND CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) - HUNTSMAN INTERNATIONAL (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2015	Dec. 31, 2014
Components of other comprehensive income (loss)
Other comprehensive income (loss), net of tax	$ 30	$ (88)	$ 22	$ (199)
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	(86)	27	(194)
Balance at the end of the period	1,234	1,143	1,234	1,143	1,084	$ 1,296
Total
Components of other comprehensive income (loss)
Other comprehensive (loss) income before reclassifications, gross			(20)	(221)
Tax benefit (expense)			7	(19)
Amounts reclassified from accumulated other comprehensive loss, gross			40	52
Tax expense			(5)	(11)
Other comprehensive income (loss), net of tax			22	(199)
Total | Huntsman International
Components of other comprehensive income (loss)
Balance at the beginning of the period			(1,344)	(1,110)	(1,110)
Other comprehensive (loss) income before reclassifications, gross			(20)	(221)
Tax benefit (expense)			7	(19)
Amounts reclassified from accumulated other comprehensive loss, gross			46	58
Tax expense			(6)	(12)
Other comprehensive income (loss), net of tax			27	(194)
Balance at the end of the period	(1,317)	(1,304)	(1,317)	(1,304)	(1,344)	(1,110)
Foreign currency translation adjustment
Components of other comprehensive income (loss)
Other comprehensive (loss) income before reclassifications, gross			(18)	(219)
Tax benefit (expense)			7	(19)
Other comprehensive income (loss), net of tax			(11)	(238)
Foreign currency translation adjustment, tax			83	66	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 (loss) income before reclassifications, gross			(18)	(219)
Tax benefit (expense)			7	(19)
Other comprehensive income (loss), net of tax			(11)	(238)
Balance at the end of the period	(303)	(216)	(303)	(216)	(292)	22
Foreign currency translation adjustment, tax			69	53	76	34
Pension and other postretirement benefits adjustments
Components of other comprehensive income (loss)
Other comprehensive (loss) income before reclassifications, gross				(5)
Amounts reclassified from accumulated other comprehensive loss, gross			40	52
Tax expense			(5)	(11)
Other comprehensive income (loss), net of tax			35	36
Pension and other postretirement benefits adjustments, tax			130	171	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)
Other comprehensive (loss) income before reclassifications, gross				(5)
Amounts reclassified from accumulated other comprehensive loss, gross			46	58
Tax expense			(6)	(12)
Other comprehensive income (loss), net of tax			40	41
Balance at the end of the period	(1,034)	(1,106)	(1,034)	(1,106)	(1,074)	(1,147)
Pension and other postretirement benefits adjustments, tax			157	200	163	211
Other comprehensive income of unconsolidated affiliates
Components of other comprehensive income (loss)
Other comprehensive (loss) income before reclassifications, gross			(8)	(1)
Other comprehensive income (loss), net of tax			(8)	(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 (loss) income before reclassifications, gross			(8)	(1)
Other comprehensive income (loss), net of tax			(8)	(1)
Balance at the end of the period	3	9	3	9	11	10
Other, net
Components of other comprehensive income (loss)
Other comprehensive (loss) income before reclassifications, gross			6	4
Other comprehensive income (loss), net of tax			6	4
Other, net | Huntsman International
Components of other comprehensive income (loss)
Balance at the beginning of the period			11	5	5
Other comprehensive (loss) income before reclassifications, gross			6	4
Other comprehensive income (loss), net of tax			6	4
Balance at the end of the period	17	9	17	9	11	5
Amounts attributable to noncontrolling interests
Components of other comprehensive income (loss)
Other comprehensive (loss) income before reclassifications, gross				7
Other comprehensive income (loss), net of tax				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 (loss) income before reclassifications, gross				7
Other comprehensive income (loss), net of tax				7
Balance at the end of the period	28	30	28	30	28	23
Accumulated other comprehensive loss
Components of other comprehensive income (loss)
Other comprehensive (loss) income before reclassifications, gross			(20)	(214)
Tax benefit (expense)			7	(19)
Amounts reclassified from accumulated other comprehensive loss, gross			40	52
Tax expense			(5)	(11)
Other comprehensive income (loss), net of tax			22	(192)
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 (loss) income before reclassifications, gross			(20)	(214)
Tax benefit (expense)			7	(19)
Amounts reclassified from accumulated other comprehensive loss, gross			46	58
Tax expense			(6)	(12)
Other comprehensive income (loss), net of tax			27	(187)
Balance at the end of the period	$ (1,289)	$ (1,274)	$ (1,289)	$ (1,274)	$ (1,316)	$ (1,087)

OTHER COMPREHENSIVE INCOME (L58

OTHER COMPREHENSIVE INCOME (LOSS) - RECLASSIFICATION DETAILS - HUNTSMAN INTERNATIONAL (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Pension and other postretirement benefits adjustments
Reclassification from accumulated other comprehensive loss
Total before tax			$ 40	$ 52
Income tax expense			(5)	(11)
Pension and other postretirement benefits adjustments | Amount reclassified
Reclassification from accumulated other comprehensive loss
Total before tax	$ 13	$ 17	40	52
Income tax expense	(2)	(3)	(5)	(11)
Net of tax	11	14	35	41
Pension and other postretirement benefits adjustments | Huntsman International
Reclassification from accumulated other comprehensive loss
Total before tax			46	58
Income tax expense			(6)	(12)
Pension and other postretirement benefits adjustments | Huntsman International | Amount reclassified
Reclassification from accumulated other comprehensive loss
Total before tax	16	19	46	58
Income tax expense	(2)	(4)	(6)	(12)
Net of tax	14	15	40	46
Prior service credit | Amount reclassified
Reclassification from accumulated other comprehensive loss
Total before tax	(4)	(3)	(12)	(7)
Prior service credit | Huntsman International | Amount reclassified
Reclassification from accumulated other comprehensive loss
Total before tax	(4)	(3)	(12)	(7)
Actuarial loss | Amount reclassified
Reclassification from accumulated other comprehensive loss
Total before tax	17	20	52	59
Actuarial loss | Amount reclassified | Discontinued Operations
Reclassification from accumulated other comprehensive loss
Total before tax	0	2	2	4
Actuarial loss | Huntsman International | Amount reclassified
Reclassification from accumulated other comprehensive loss
Total before tax	20	22	58	65
Actuarial loss | Huntsman International | Amount reclassified | Discontinued Operations
Reclassification from accumulated other comprehensive loss
Total before tax	$ 0	$ 2	$ 2	$ 4

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details) € in Millions, $ in Millions	Jun. 13, 2016state	Sep. 30, 2016EUR (€)state	Sep. 30, 2016USD ($)state	Sep. 30, 2016USD ($)
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	1	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
Product Delivery Claim | Minimum
LEGAL MATTERS
Possible loss | €		0
Product Delivery Claim | Maximum
LEGAL MATTERS
Possible loss		€ 113		$ 127

ENVIRONMENTAL, HEALTH AND SAF60

ENVIRONMENTAL, HEALTH AND SAFETY MATTERS (Details)	9 Months Ended
	Sep. 30, 2016USD ($)item	Sep. 30, 2015USD ($)	Dec. 31, 2015USD ($)
Environmental, Health, and Safety Matters
Capital expenditures for EHS matters	$ 40,000,000	$ 92,000,000
Accrued environmental liabilities	37,000,000		$ 38,000,000
Accrued environmental liabilities, classified as accrued liabilities	2,000,000		6,000,000
Accrued environmental liabilities, classified as other noncurrent liabilities	$ 35,000,000		$ 32,000,000
Maximum period for payment of remediation liabilities	30 years
Number of former facilities or third party sites with claims against the entity for cleanup liabilities | item	10
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		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	May 05, 2016
STOCK-BASED COMPENSATION PLANS
Authorized number of shares to be granted under the Stock Incentive Plan	8,200		8,200		8,200
Remaining shares available for grant	8,000		8,000
Compensation cost from continuing operations	$ 8	$ 4	$ 25	$ 21
Total income tax benefit recognized in the statements of operations for stock-based compensation arrangements			$ 5	$ 5
Stock options
Weighted average of the assumptions utilized for stock options granted
Dividend yield (as a percent)	3.30%	3.30%	5.60%	2.30%
Expected volatility (as a percent)	57.60%	56.70%	57.90%	57.90%
Risk-free interest rate (as a percent)	1.10%	1.70%	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	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)			3,024
Exercised (in shares)			(43)
Forfeited (in shares)			(1,110)
Outstanding at the end of the period (in shares)	11,415		11,415
Exercisable at the end of the period (in shares)	7,505		7,505
Weighted Average Exercise Price
Outstanding at the beginning of the period (in dollars per share)			$ 15.51
Granted (in dollars per share)			9.04
Exercised (in dollars per share)			7.09
Forfeited (in dollars per share)			19.61
Outstanding at the end of the period (in dollars per share)	$ 13.43		13.43
Exercisable at the end of the period (in dollars per share)	$ 14.09		$ 14.09
Outstanding, Weighted Average Remaining Contractual Term			5 years 8 months 12 days
Exercisable, Weighted Average Remaining Contractual Term			3 years 10 months 24 days
Outstanding, Aggregate Intrinsic Value	$ 51		$ 51
Exercisable, Aggregate Intrinsic Value	30		$ 30
Weighted-average grant-date fair value of stock options granted (in dollars per share)			$ 3.03
Total unrecognized compensation cost related to nonvested share-based compensation arrangements granted under the Stock Incentive Plan and the prior plan	12		$ 12
Weighted-average period over which cost is expected to be recognized			1 year 10 months 24 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%
the "Prior Plan"
STOCK-BASED COMPENSATION PLANS
Remaining shares available for grant					0
Huntsman International
STOCK-BASED COMPENSATION PLANS
Compensation cost from continuing operations	$ 8	$ 4	$ 24	$ 20
Total income tax benefit recognized in the statements of operations for stock-based compensation arrangements			$ 5	$ 5

STOCK-BASED COMPENSATION PLAN62

STOCK-BASED COMPENSATION PLANS - NONVESTED SHARES (Details) $ / shares in Units, $ in Millions	9 Months Ended
	Sep. 30, 2016USD ($)$ / sharesshares	Sep. 30, 2015USD ($)
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	2 years
Performance Awards | Maximum
Additional information
Performance period	3 years	3 years
Equity Awards
Shares
Nonvested at the beginning of the period (in shares)	1,854,000
Granted (in shares)	1,889,000
Vested (in shares)	(666,000)
Forfeited (in shares)	(66,000)
Nonvested at the end of the period (in shares)	3,011,000
Weighted Average Grant-Date Fair Value
Nonvested at the beginning of the period (in dollars per share) | $ / shares	$ 19.97
Granted (in dollars per share) | $ / shares	9.28
Vested (in dollars per share) | $ / shares	19.80
Forfeited (in dollars per share) | $ / shares	17.10
Nonvested at the end of the period (in dollars per share) | $ / shares	$ 13.36
Liability Awards
Shares
Nonvested at the beginning of the period (in shares)	475,000
Granted (in shares)	715,000
Vested (in shares)	(230,000)
Forfeited (in shares)	(26,000)
Nonvested at the end of the period (in shares)	934,000
Weighted Average Grant-Date Fair Value
Nonvested at the beginning of the period (in dollars per share) | $ / shares	$ 21.37
Granted (in dollars per share) | $ / shares	9.09
Vested (in dollars per share) | $ / shares	20.64
Forfeited (in dollars per share) | $ / shares	16.55
Nonvested at the end of the period (in dollars per share) | $ / shares	$ 12.29
Restricted stock units
Shares
Vested (in shares)	(60,948)
Additional information
Units vested but not yet issued	454,900
Nonvested shares
Additional information
Total unrecognized compensation cost related to nonvested share-based compensation arrangements granted under the Stock Incentive Plan and the prior plan | $	$ 32
Weighted-average period over which cost is expected to be recognized	2 years
Value of share awards vested | $	$ 15	$ 20

INCOME TAXES (Details)

INCOME TAXES (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
INCOME TAXES
Net increase (decrease) in unrecognized tax benefits			$ (6)	$ (5)
Income tax expense (benefit)	$ (1)	$ 49	$ 58	85
Effective tax rate (as a percent)			35.00%
U.S. income tax statutory rate (as a percent)			35.00%
Huntsman International
INCOME TAXES
Income tax expense (benefit)		$ 48	$ 58	$ 85
Effective tax rate (as a percent)			35.00%
U.S. income tax statutory 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		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Basic and diluted income from continuing operations:
Income from continuing operations attributable to Huntsman Corporation	$ 56	$ 55	$ 201	$ 93
Basic and diluted net income:
Net income attributable to Huntsman Corporation	$ 55	$ 55	$ 198	$ 89
Denominator:
Weighted average shares outstanding	236.3	244.2	236.2	244.1
Dilutive shares:
Stock-based awards (in shares)	3.8	2.4	2.9	2.9
Total weighted average shares outstanding, including dilutive shares	240.1	246.6	239.1	247

NET INCOME PER SHARE - INFORMAT

NET INCOME PER SHARE - INFORMATION ON STOCK-BASED AWARDS (Details) - shares shares in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Stock-based awards
Antidilutive shares not included in the computation of income (loss) per share
Weighted average equivalent shares	5.5	7	5.9	2.7

OPERATING SEGMENT INFORMATION66

OPERATING SEGMENT INFORMATION (Details) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2016USD ($)	Sep. 30, 2015USD ($)	Sep. 30, 2016USD ($)segment	Sep. 30, 2015USD ($)
OPERATING SEGMENT INFORMATION
Number of reportable segments | segment			5
Revenues	$ 2,363	$ 2,638	$ 7,262	$ 7,967
Reconciliation of adjusted EBITDA to net income:
Interest expense, net	(52)	(49)	(152)	(158)
Income tax benefit (expense)-continuing operations	1	(49)	(58)	(85)
Income tax benefit (expense)-discontinued operations		1	1	(1)
Depreciation and amortization	(113)	(103)	(322)	(297)
Net income attributable to noncontrolling interests	(9)	(8)	(22)	(28)
Other adjustments:
Business acquisition, integration and separation expenses	(8)	(10)	(21)	(31)
EBITDA of discontinued operations	(1)	(1)	(4)	(3)
Gain (loss) on disposition of business/assets	22		22	(1)
Loss on early extinguishment of debt	(1)	(8)	(3)	(31)
Certain legal settlements and related expenses		(1)	(1)	(3)
Amortization of pension and postretirement actuarial losses	(16)	(19)	(49)	(56)
Net plant incident remediation (costs) credits	(4)	(3)	2	(3)
Restructuring, impairment and plant closing and transition costs	(45)	(14)	(88)	(223)
Net income	64	63	220	117
Operating segments
OPERATING SEGMENT INFORMATION
Segment adjusted EBITDA	272	311	871	981
Operating segments | Polyurethanes
OPERATING SEGMENT INFORMATION
Revenues	891	1,017	2,703	2,902
Segment adjusted EBITDA	137	168	439	432
Operating segments | Performance Products
OPERATING SEGMENT INFORMATION
Revenues	509	618	1,611	1,949
Segment adjusted EBITDA	70	122	248	384
Operating segments | Advanced Materials
OPERATING SEGMENT INFORMATION
Revenues	247	275	774	847
Segment adjusted EBITDA	55	56	173	172
Operating segments | Textile Effects
OPERATING SEGMENT INFORMATION
Revenues	184	196	567	618
Segment adjusted EBITDA	17	10	59	50
Operating segments | Pigments and Additives
OPERATING SEGMENT INFORMATION
Revenues	532	543	1,648	1,707
Segment adjusted EBITDA	38	5	84	61
Corporate and eliminations
OPERATING SEGMENT INFORMATION
Revenues		(11)	(41)	(56)
Corporate and other
OPERATING SEGMENT INFORMATION
Segment adjusted EBITDA	(45)	(50)	(132)	(118)
Huntsman International
OPERATING SEGMENT INFORMATION
Revenues	2,363	2,638	7,262	7,967
Reconciliation of adjusted EBITDA to net income:
Interest expense, net	(55)	(51)	(161)	(165)
Income tax benefit (expense)-continuing operations		(48)	(58)	(85)
Income tax benefit (expense)-discontinued operations		1	1	(1)
Depreciation and amortization	(109)	(100)	(312)	(287)
Net income attributable to noncontrolling interests	(9)	(8)	(22)	(28)
Other adjustments:
Business acquisition, integration and separation expenses	(8)	(10)	(21)	(31)
EBITDA of discontinued operations	(1)	(1)	(4)	(3)
Gain (loss) on disposition of business/assets	22		22	(1)
Loss on early extinguishment of debt	(1)	(8)	(3)	(31)
Certain legal settlements and related expenses		(1)	(1)	(3)
Amortization of pension and postretirement actuarial losses	(18)	(21)	(55)	(62)
Net plant incident remediation (costs) credits	(4)	(3)	2	(3)
Restructuring, impairment and plant closing and transition costs	(45)	(14)	(88)	(223)
Net income	63	64	218	118
Huntsman International | Operating segments
OPERATING SEGMENT INFORMATION
Segment adjusted EBITDA	273	312	874	985
Huntsman International | Operating segments | Polyurethanes
OPERATING SEGMENT INFORMATION
Segment adjusted EBITDA	137	168	439	432
Huntsman International | Operating segments | Performance Products
OPERATING SEGMENT INFORMATION
Segment adjusted EBITDA	70	122	248	384
Huntsman International | Operating segments | Advanced Materials
OPERATING SEGMENT INFORMATION
Segment adjusted EBITDA	55	56	173	172
Huntsman International | Operating segments | Textile Effects
OPERATING SEGMENT INFORMATION
Segment adjusted EBITDA	17	10	59	50
Huntsman International | Operating segments | Pigments and Additives
OPERATING SEGMENT INFORMATION
Segment adjusted EBITDA	38	5	84	61
Huntsman International | Corporate and other
OPERATING SEGMENT INFORMATION
Segment adjusted EBITDA	$ (44)	$ (49)	$ (129)	$ (114)

CONDENSED CONSOLIDATING FINAN67

CONDENSED CONSOLIDATING FINANCIAL INFORMATION OF HUNTSMAN INTERNATIONAL LLC - CONDENSED CONSOLIDATING BALANCE SHEETS (Details) - USD ($) $ in Millions		Sep. 30, 2016		Dec. 31, 2015		Sep. 30, 2015	Dec. 31, 2014
Current assets:
Cash and cash equivalents		$ 439	[1]	$ 257	[1]	$ 433	$ 860
Restricted cash	[1]	11		12
Accounts and notes receivable, net	[1]	1,456		1,420
Accounts receivable from affiliates		10		29
Inventories	[1]	1,444		1,692
Prepaid expenses		75		112
Current assets held for sale		31
Other current assets	[1]	317		312
Total current assets		3,783		3,834
Property, plant and equipment, net	[1]	4,298		4,446
Investment in unconsolidated affiliates		337		347
Intangible assets, net	[1]	97		86
Goodwill		123		116
Deferred income taxes		404		418
Noncurrent assets held for sale		90
Other noncurrent assets	[1]	575		573
Total assets		9,707		9,820
Current liabilities:
Accounts payable	[1]	999		1,034
Accounts payable to affiliates		27		27
Accrued liabilities	[1]	655		686
Current portion of debt	[1]	88		170
Current liabilities held for sale		20
Total current liabilities		1,789		1,917
Long-term debt	[1]	4,468		4,625
Notes payable to affiliates		1		1
Deferred income taxes		471		422
Noncurrent liabilities held for sale		10
Other noncurrent liabilities	[1]	1,197		1,226
Total liabilities		7,936		8,191
Huntsman International LLC members' equity
Accumulated (deficit) income		(423)		(528)
Accumulated other comprehensive (loss) income		(1,266)		(1,288)
Noncontrolling interests in subsidiaries		183		187
Total liabilities and equity		$ 9,707		9,820
Huntsman International
Condensed consolidating balance sheets
Percentage of holding in subsidiaries		100.00%
Current assets:
Cash and cash equivalents		$ 439	[1]	257	[1]	430	710
Restricted cash	[1]	11		12
Accounts and notes receivable, net	[1]	1,456		1,420
Accounts receivable from affiliates		325		340
Inventories	[1]	1,444		1,692
Prepaid expenses		74		111
Current assets held for sale		31
Other current assets	[1]	313		306
Total current assets		4,093		4,138
Property, plant and equipment, net	[1]	4,271		4,410
Investment in unconsolidated affiliates		337		347
Intangible assets, net	[1]	97		86
Goodwill		123		116
Deferred income taxes		404		418
Noncurrent assets held for sale		90
Other noncurrent assets	[1]	575		573
Total assets		9,990		10,088
Current liabilities:
Accounts payable	[1]	999		1,034
Accounts payable to affiliates		59		52
Accrued liabilities	[1]	652		683
Notes payable to affiliates		100		100
Current portion of debt	[1]	88		170
Current liabilities held for sale		20
Total current liabilities		1,918		2,039
Long-term debt	[1]	4,468		4,625
Notes payable to affiliates		697		698
Deferred income taxes		468		418
Noncurrent liabilities held for sale		10
Other noncurrent liabilities	[1]	1,195		1,224
Total liabilities		8,756		9,004
Huntsman International LLC members' equity
Members' equity		3,217		3,196
Accumulated (deficit) income		(877)		(983)
Accumulated other comprehensive (loss) income		(1,289)		(1,316)
Total Huntsman International LLC members' equity		1,051		897
Noncontrolling interests in subsidiaries		183		187
Total equity		1,234		1,084		1,143	1,296
Total liabilities and equity		9,990		10,088
Reportable legal entities | Huntsman International | Parent Company
Current assets:
Cash and cash equivalents		99		44		89	353
Accounts and notes receivable, net		29		21
Accounts receivable from affiliates		1,667		2,163
Inventories		88		101
Prepaid expenses		14		49
Other current assets		839		790
Total current assets		2,736		3,168
Property, plant and equipment, net		455		473
Investment in unconsolidated affiliates		6,132		5,991
Intangible assets, net		29		32
Goodwill		(13)		(13)
Deferred income taxes		477		473
Notes receivable from affiliates		37		36
Other noncurrent assets		64		71
Total assets		9,917		10,231
Current liabilities:
Accounts payable		48		50
Accounts payable to affiliates		3,617		3,905
Accrued liabilities		92		74
Notes payable to affiliates		100		100
Current portion of debt		38		89
Total current liabilities		3,895		4,218
Long-term debt		4,091		4,229
Notes payable to affiliates		696		703
Deferred income taxes		24		24
Other noncurrent liabilities		160		160
Total liabilities		8,866		9,334
Huntsman International LLC members' equity
Members' equity		3,217		3,196
Accumulated (deficit) income		(877)		(983)
Accumulated other comprehensive (loss) income		(1,289)		(1,316)
Total Huntsman International LLC members' equity		1,051		897
Total equity		1,051		897
Total liabilities and equity		9,917		10,231
Reportable legal entities | Huntsman International | Guarantors
Current assets:
Cash and cash equivalents		1		1		1	6
Accounts and notes receivable, net		71		96
Accounts receivable from affiliates		4,660		4,730
Inventories		274		322
Prepaid expenses		15		31
Other current assets		23		8
Total current assets		5,044		5,188
Property, plant and equipment, net		1,423		1,433
Investment in unconsolidated affiliates		1,796		1,558
Intangible assets, net		3		3
Goodwill		82		82
Notes receivable from affiliates		551		539
Other noncurrent assets		203		223
Total assets		9,102		9,026
Current liabilities:
Accounts payable		181		207
Accounts payable to affiliates		839		973
Accrued liabilities		822		793
Total current liabilities		1,842		1,973
Deferred income taxes		318		276
Other noncurrent liabilities		264		241
Total liabilities		2,424		2,490
Huntsman International LLC members' equity
Members' equity		4,499		4,517
Accumulated (deficit) income		731		652
Accumulated other comprehensive (loss) income		1,448		1,367
Total Huntsman International LLC members' equity		6,678		6,536
Total equity		6,678		6,536
Total liabilities and equity		9,102		9,026
Reportable legal entities | Huntsman International | Nonguarantors
Current assets:
Cash and cash equivalents		339		212		$ 340	$ 351
Restricted cash		11		12
Accounts and notes receivable, net		1,353		1,298
Accounts receivable from affiliates		190		163
Inventories		1,087		1,275
Prepaid expenses		59		91
Current assets held for sale		31
Other current assets		182		212
Total current assets		3,252		3,263
Property, plant and equipment, net		2,392		2,503
Investment in unconsolidated affiliates		255		263
Intangible assets, net		65		51
Goodwill		54		47
Deferred income taxes		416		430
Notes receivable from affiliates				6
Noncurrent assets held for sale		90
Other noncurrent assets		308		279
Total assets		6,832		6,842
Current liabilities:
Accounts payable		766		772
Accounts payable to affiliates		1,795		1,891
Accrued liabilities		484		581
Current portion of debt		50		81
Current liabilities held for sale		20
Total current liabilities		3,115		3,325
Long-term debt		377		396
Notes payable to affiliates		589		576
Deferred income taxes		48		36
Noncurrent liabilities held for sale		10
Other noncurrent liabilities		771		819
Total liabilities		4,910		5,152
Huntsman International LLC members' equity
Members' equity		3,417		3,394
Accumulated (deficit) income		(375)		(557)
Accumulated other comprehensive (loss) income		(1,279)		(1,311)
Total Huntsman International LLC members' equity		1,763		1,526
Noncontrolling interests in subsidiaries		159		164
Total equity		1,922		1,690
Total liabilities and equity		6,832		6,842
Eliminations | Huntsman International
Current assets:
Accounts and notes receivable, net		3		5
Accounts receivable from affiliates		(6,192)		(6,716)
Inventories		(5)		(6)
Prepaid expenses		(14)		(60)
Other current assets		(731)		(704)
Total current assets		(6,939)		(7,481)
Property, plant and equipment, net		1		1
Investment in unconsolidated affiliates		(7,846)		(7,465)
Deferred income taxes		(489)		(485)
Notes receivable from affiliates		(588)		(581)
Total assets		(15,861)		(16,011)
Current liabilities:
Accounts payable		4		5
Accounts payable to affiliates		(6,192)		(6,717)
Accrued liabilities		(746)		(765)
Total current liabilities		(6,934)		(7,477)
Notes payable to affiliates		(588)		(581)
Deferred income taxes		78		82
Other noncurrent liabilities				4
Total liabilities		(7,444)		(7,972)
Huntsman International LLC members' equity
Members' equity		(7,916)		(7,911)
Accumulated (deficit) income		(356)		(95)
Accumulated other comprehensive (loss) income		(169)		(56)
Total Huntsman International LLC members' equity		(8,441)		(8,062)
Noncontrolling interests in subsidiaries		24		23
Total equity		(8,417)		(8,039)
Total liabilities and equity		$ (15,861)		$ (16,011)
[1]	At September 30, 2016 and December 31, 2015, respectively, $25 and $34 of cash and cash equivalents, $10 and $12 of restricted cash, $28 and $26 of accounts and notes receivable (net), $42 and $54 of inventories, $6 and $5 of other current assets, $291 and $307 of property, plant and equipment (net), $32 and $36 of intangible assets (net), $38 each of other noncurrent assets, $69 and $82 of accounts payable, $30 and $27 of accrued liabilities, $20 and $15 of current portion of debt, $114 and $137 of longterm debt, and $56 and $54 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		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Revenues:
Trade sales, services and fees, net	$ 2,334	$ 2,605	$ 7,167	$ 7,862
Related party sales	29	33	95	105
Total revenues	2,363	2,638	7,262	7,967
Cost of goods sold	1,965	2,165	5,991	6,495
Gross profit	398	473	1,271	1,472
Selling, general and administrative	221	232	678	727
Research and development	38	41	114	124
Other operating expense (income), net	(24)	17	(40)	8
Restructuring, impairment and plant closing costs	45	14	87	221
Operating income	118	169	432	392
Interest (expense) income	(52)	(49)	(152)	(158)
Equity in income of investment in affiliates and subsidiaries	1		4	5
Loss on early extinguishment of debt	(1)	(8)	(3)	(31)
Other (loss) income, net	(2)			(2)
Income from continuing operations before income taxes	64	112	281	206
Income tax benefit (expense)	1	(49)	(58)	(85)
Income from continuing operations	65	63	223	121
Income (loss) from discontinued operations, net of tax	(1)		(3)	(4)
Net income	64	63	220	117
Net income attributable to noncontrolling interests	(9)	(8)	(22)	(28)
Net income attributable to Huntsman Corporation or Huntsman International LLC	55	55	198	89
Other comprehensive income (loss)	30	(88)	22	(199)
Comprehensive (loss) income attributable to noncontrolling interests	(9)	(6)	(22)	(21)
Comprehensive income (loss) attributable to Huntsman Corporation or Huntsman International LLC	85	(31)	220	(103)
Huntsman International
Revenues:
Trade sales, services and fees, net	2,334	2,605	7,167	7,862
Related party sales	29	33	95	105
Total revenues	2,363	2,638	7,262	7,967
Cost of goods sold	1,964	2,164	5,988	6,492
Gross profit	399	474	1,274	1,475
Selling, general and administrative	220	231	675	723
Research and development	38	41	114	124
Other operating expense (income), net	(24)	17	(40)	8
Restructuring, impairment and plant closing costs	45	14	87	221
Operating income	120	171	438	399
Interest (expense) income	(55)	(51)	(161)	(165)
Equity in income of investment in affiliates and subsidiaries	1		4	5
Loss on early extinguishment of debt	(1)	(8)	(3)	(31)
Other (loss) income, net	(1)		1	(1)
Income from continuing operations before income taxes	64	112	279	207
Income tax benefit (expense)		(48)	(58)	(85)
Income from continuing operations	64	64	221	122
Income (loss) from discontinued operations, net of tax	(1)		(3)	(4)
Net income	63	64	218	118
Net income attributable to noncontrolling interests	(9)	(8)	(22)	(28)
Net income attributable to Huntsman Corporation or Huntsman International LLC	54	56	196	90
Other comprehensive income (loss)	32	(86)	27	(194)
Comprehensive (loss) income attributable to noncontrolling interests	(9)	(6)	(22)	(21)
Comprehensive income (loss) attributable to Huntsman Corporation or Huntsman International LLC	86	(28)	223	(97)
Reportable legal entities | Huntsman International | Parent Company
Revenues:
Trade sales, services and fees, net	264	270	787	795
Related party sales	45	62	139	201
Total revenues	309	332	926	996
Cost of goods sold	249	270	726	789
Gross profit	60	62	200	207
Selling, general and administrative	33	44	117	128
Research and development	13	13	35	35
Other operating expense (income), net	3	14	11	(15)
Restructuring, impairment and plant closing costs	2	3	5	4
Operating income	9	(12)	32	55
Interest (expense) income	(54)	(55)	(165)	(168)
Equity in income of investment in affiliates and subsidiaries	82	101	67	199
Loss on early extinguishment of debt	(1)	(8)	(3)	(31)
Dividend income	1		217
Other (loss) income, net	(3)	1	(3)	2
Income from continuing operations before income taxes	34	27	145	57
Income tax benefit (expense)	20	29	50	35
Income from continuing operations	54	56	195	92
Income (loss) from discontinued operations, net of tax			1	(2)
Net income	54	56	196	90
Net income attributable to Huntsman Corporation or Huntsman International LLC	54	56	196	90
Other comprehensive income (loss)	32	(84)	27	(187)
Comprehensive income (loss) attributable to Huntsman Corporation or Huntsman International LLC	86	(28)	223	(97)
Reportable legal entities | Huntsman International | Guarantors
Revenues:
Trade sales, services and fees, net	528	674	1,717	1,911
Related party sales	37	117	247	376
Total revenues	565	791	1,964	2,287
Cost of goods sold	500	598	1,658	1,771
Gross profit	65	193	306	516
Selling, general and administrative	37	37	119	133
Research and development	11	11	33	33
Other operating expense (income), net	(8)	(10)	(25)	(20)
Restructuring, impairment and plant closing costs	11	1	30	5
Operating income	14	154	149	365
Interest (expense) income	6	9	23	25
Equity in income of investment in affiliates and subsidiaries	81	(7)	184	(46)
Other (loss) income, net		(1)	8	(9)
Income from continuing operations before income taxes	101	155	364	335
Income tax benefit (expense)	(11)	(49)	(67)	(121)
Income from continuing operations	90	106	297	214
Income (loss) from discontinued operations, net of tax			(1)	(1)
Net income	90	106	296	213
Net income attributable to Huntsman Corporation or Huntsman International LLC	90	106	296	213
Other comprehensive income (loss)	7	(137)	83	45
Comprehensive income (loss) attributable to Huntsman Corporation or Huntsman International LLC	97	(31)	379	258
Reportable legal entities | Huntsman International | Nonguarantors
Revenues:
Trade sales, services and fees, net	1,542	1,661	4,663	5,156
Related party sales	263	261	811	818
Total revenues	1,805	1,922	5,474	5,974
Cost of goods sold	1,529	1,701	4,706	5,220
Gross profit	276	221	768	754
Selling, general and administrative	150	150	439	462
Research and development	14	17	46	56
Other operating expense (income), net	(19)	13	(26)	43
Restructuring, impairment and plant closing costs	32	10	52	212
Operating income	99	31	257	(19)
Interest (expense) income	(7)	(5)	(19)	(22)
Equity in income of investment in affiliates and subsidiaries	1		4	5
Other (loss) income, net	2		(4)	7
Income from continuing operations before income taxes	95	26	238	(29)
Income tax benefit (expense)	(9)	(28)	(41)	1
Income from continuing operations	86	(2)	197	(28)
Income (loss) from discontinued operations, net of tax	(1)		(3)	(1)
Net income	85	(2)	194	(29)
Net income attributable to noncontrolling interests	(5)	(5)	(11)	(18)
Net income attributable to Huntsman Corporation or Huntsman International LLC	80	(7)	183	(47)
Other comprehensive income (loss)	32	(93)	35	(208)
Comprehensive (loss) income attributable to noncontrolling interests	(5)	(3)	(11)	(10)
Comprehensive income (loss) attributable to Huntsman Corporation or Huntsman International LLC	112	(98)	218	(247)
Eliminations | Huntsman International
Revenues:
Related party sales	(316)	(407)	(1,102)	(1,290)
Total revenues	(316)	(407)	(1,102)	(1,290)
Cost of goods sold	(314)	(405)	(1,102)	(1,288)
Gross profit	(2)	(2)		(2)
Operating income	(2)	(2)		(2)
Equity in income of investment in affiliates and subsidiaries	(163)	(94)	(251)	(153)
Dividend income	(1)		(217)
Other (loss) income, net				(1)
Income from continuing operations before income taxes	(166)	(96)	(468)	(156)
Income from continuing operations	(166)	(96)	(468)	(156)
Net income	(166)	(96)	(468)	(156)
Net income attributable to noncontrolling interests	(4)	(3)	(11)	(10)
Net income attributable to Huntsman Corporation or Huntsman International LLC	(170)	(99)	(479)	(166)
Other comprehensive income (loss)	(39)	228	(118)	156
Comprehensive (loss) income attributable to noncontrolling interests	(4)	(3)	(11)	(11)
Comprehensive income (loss) attributable to Huntsman Corporation or Huntsman International LLC	$ (209)	$ 129	$ (597)	$ (11)

CONDENSED CONSOLIDATING FINAN69

CONDENSED CONSOLIDATING FINANCIAL INFORMATION OF HUNTSMAN INTERNATIONAL LLC - CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (Details) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2016		Sep. 30, 2015
Condensed consolidating statements of cash flows
Net cash provided by operating activities	$ 848		$ 387
Investing Activities:
Capital expenditures	(290)		(454)
Insurance proceeds for recovery of property damage	8
Cash received from unconsolidated affiliates	25		33
Investment in unconsolidated affiliates	(23)		(38)
Acquisition of businesses, net of cash acquired			(14)
Cash received from purchase price adjustment for business acquired			18
Proceeds from sale of businesses/assets	9		1
Cash received from termination of cross-currency interest rate contracts			66
Change in restricted cash	1		5
Net cash used in investing activities	(270)		(383)
Financing activities:
Net repayments on overdraft facilities	(1)		(3)
Repayments of short-term debt	(41)		(17)
Borrowings on short-term debt	8		11
Repayments of long-term debt	(795)		(594)
Proceeds from issuance of long-term debt	552		326
Repayments of notes payable	(25)		(24)
Borrowings on notes payable	31		33
Debt issuance costs paid	(8)		(8)
Call premiums related to early extinguishment of debt			(34)
Contingent consideration paid for acquisition			(4)
Dividends paid to noncontrolling interests	(26)		(6)
Excess tax benefit related to stock-based compensation			1
Other, net	1		(1)
Net cash used in financing activities	(397)		(418)
Effect of exchange rate changes on cash	1		(13)
Increase (decrease) in cash and cash equivalents	182		(427)
Cash and cash equivalents at beginning of period	257	[1]	860
Cash and cash equivalents at end of period	439	[1]	433
Huntsman International
Condensed consolidating statements of cash flows
Net cash provided by operating activities	843		383
Investing Activities:
Capital expenditures	(290)		(454)
Insurance proceeds for recovery of property damage	8
Cash received from unconsolidated affiliates	25		33
Investment in unconsolidated affiliates	(23)		(38)
Acquisition of businesses, net of cash acquired			(14)
Cash received from purchase price adjustment for business acquired			18
Proceeds from sale of businesses/assets	9		1
Decrease (increase) in receivable from affiliate	3		(1)
Cash received from termination of cross-currency interest rate contracts			66
Change in restricted cash	1		5
Net cash used in investing activities	(267)		(384)
Financing activities:
Net repayments on overdraft facilities	(1)		(3)
Repayments of short-term debt	(41)		(17)
Borrowings on short-term debt	8		11
Repayments of long-term debt	(795)		(594)
Proceeds from issuance of long-term debt	552		326
Repayments of notes payable to affiliate	(1)		(50)
Proceeds from issuance of notes payable from affiliate			195
Repayments of notes payable	(25)		(24)
Borrowings on notes payable	31		33
Debt issuance costs paid	(8)		(8)
Call premiums related to early extinguishment of debt			(34)
Contingent consideration paid for acquisition			(4)
Dividends paid to noncontrolling interests	(26)		(6)
Dividends paid to parent	(90)		(92)
Excess tax benefit related to stock-based compensation			1
Other, net	1
Net cash used in financing activities	(395)		(266)
Effect of exchange rate changes on cash	1		(13)
Increase (decrease) in cash and cash equivalents	182		(280)
Cash and cash equivalents at beginning of period	257	[1]	710
Cash and cash equivalents at end of period	439	[1]	430
Noncash capital contribution between Guarantor and Nonguarantor entities			284
Noncash capital contribution between Parent Company and Guarantor entities	215		123
Reportable legal entities | Huntsman International | Parent Company
Condensed consolidating statements of cash flows
Net cash provided by operating activities	410		(104)
Investing Activities:
Capital expenditures	(24)		(51)
Investment in affiliate	(11)		9
Cash received from purchase price adjustment for business acquired			18
Decrease (increase) in receivable from affiliate	3		(1)
Cash received from termination of cross-currency interest rate contracts			66
Net cash used in investing activities	(32)		41
Financing activities:
Repayments of long-term debt	(774)		(544)
Proceeds from issuance of long-term debt	547		326
Repayments of notes payable to affiliate	(7)		(50)
Proceeds from issuance of notes payable from affiliate			195
Repayments of notes payable	(23)		(23)
Borrowings on notes payable	30		32
Debt issuance costs paid	(8)		(8)
Call premiums related to early extinguishment of debt			(34)
Contingent consideration paid for acquisition			(4)
Dividends paid to parent	(89)		(92)
Excess tax benefit related to stock-based compensation			1
Other, net	1
Net cash used in financing activities	(323)		(201)
Increase (decrease) in cash and cash equivalents	55		(264)
Cash and cash equivalents at beginning of period	44		353
Cash and cash equivalents at end of period	99		89
Reportable legal entities | Huntsman International | Guarantors
Condensed consolidating statements of cash flows
Net cash provided by operating activities	92		190
Investing Activities:
Capital expenditures	(85)		(185)
Cash received from unconsolidated affiliates	25		33
Investment in affiliate	7		1
Investment in unconsolidated affiliates	(22)		(26)
Net cash used in investing activities	(75)		(177)
Financing activities:
Contribution from parent	3		4
Distribution to parent	(20)		(21)
Dividends paid to parent			(1)
Net cash used in financing activities	(17)		(18)
Increase (decrease) in cash and cash equivalents			(5)
Cash and cash equivalents at beginning of period	1		6
Cash and cash equivalents at end of period	1		1
Reportable legal entities | Huntsman International | Nonguarantors
Condensed consolidating statements of cash flows
Net cash provided by operating activities	341		299
Investing Activities:
Capital expenditures	(181)		(218)
Insurance proceeds for recovery of property damage	8
Investment in unconsolidated affiliates	(1)		(12)
Acquisition of businesses, net of cash acquired			(14)
Proceeds from sale of businesses/assets	9		1
Change in restricted cash	1		5
Net cash used in investing activities	(164)		(238)
Financing activities:
Net repayments on overdraft facilities	(1)		(3)
Repayments of short-term debt	(41)		(17)
Borrowings on short-term debt	8		11
Repayments of long-term debt	(21)		(50)
Proceeds from issuance of long-term debt	5
Proceeds from issuance of notes payable from affiliate	6
Repayments of notes payable	(2)		(1)
Borrowings on notes payable	1		1
Dividends paid to noncontrolling interests	(16)
Contribution from parent	31		12
Distribution to parent	(20)		(11)
Dividends paid to parent	(1)
Other, net			(1)
Net cash used in financing activities	(51)		(59)
Effect of exchange rate changes on cash	1		(13)
Increase (decrease) in cash and cash equivalents	127		(11)
Cash and cash equivalents at beginning of period	212		351
Cash and cash equivalents at end of period	339		340
Eliminations | Huntsman International
Condensed consolidating statements of cash flows
Net cash provided by operating activities			(2)
Investing Activities:
Investment in affiliate	4		(10)
Net cash used in investing activities	4		(10)
Financing activities:
Repayments of notes payable to affiliate	6
Proceeds from issuance of notes payable from affiliate	(6)
Dividends paid to noncontrolling interests	(10)		(6)
Contribution from parent	(34)		(16)
Distribution to parent	40		32
Dividends paid to parent			1
Other, net			1
Net cash used in financing activities	$ (4)		$ 12
[1]	At September 30, 2016 and December 31, 2015, respectively, $25 and $34 of cash and cash equivalents, $10 and $12 of restricted cash, $28 and $26 of accounts and notes receivable (net), $42 and $54 of inventories, $6 and $5 of other current assets, $291 and $307 of property, plant and equipment (net), $32 and $36 of intangible assets (net), $38 each of other noncurrent assets, $69 and $82 of accounts payable, $30 and $27 of accrued liabilities, $20 and $15 of current portion of debt, $114 and $137 of longterm debt, and $56 and $54 of other noncurrent liabilities from consolidated variable interest entities are included in the respective balance sheet captions above. See “Note 4. Variable Interest Entities.”