Huntsman (HUN) 10-Q 26 Apr 17 2017 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2017	Apr. 19, 2017
Document and Entity Information
Entity Registrant Name	Huntsman CORP
Entity Central Index Key	1,307,954
Document Type	10-Q
Document Period End Date	Mar. 31, 2017
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		239,748,757
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	Q1

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions		Mar. 31, 2017	Dec. 31, 2016
Current assets:
Cash and cash equivalents	[1]	$ 457	$ 414
Restricted cash	[1]	12	11
Accounts and notes receivable (net of allowance for doubtful accounts of $28 and $27, respectively), ($460 and $437 pledged as collateral, respectively)	[1]	1,471	1,402
Accounts receivable from affiliates		37	33
Inventories	[1]	1,486	1,344
Prepaid expenses		63	60
Other current assets	[1]	309	291
Total current assets		3,835	3,555
Property, plant and equipment, net	[1]	4,186	4,212
Investment in unconsolidated affiliates		336	332
Intangible assets, net	[1]	82	66
Goodwill		122	121
Deferred income taxes		412	396
Other noncurrent assets	[1]	515	507
Total assets		9,488	9,189
Current liabilities:
Accounts payable	[1]	1,125	1,071
Accounts payable to affiliates		37	31
Accrued liabilities	[1]	632	616
Current portion of debt	[1]	61	60
Total current liabilities		1,855	1,778
Long-term debt	[1]	4,161	4,135
Notes payable to affiliates			1
Deferred income taxes		437	427
Other noncurrent liabilities	[1]	1,386	1,381
Total liabilities		7,839	7,722
Commitments and contingencies (Notes 13 and 14)
Huntsman Corporation stockholders' equity or Huntsman International LLC members' equity:
Common stock $0.01 par value, 1,200,000,000 shares authorized, 252,328,698 and 250,802,175 issued and 235,152,916 and 236,370,347 shares outstanding, respectively		3	3
Additional paid-in capital		3,504	3,447
Treasury stock, 12,607,223 shares		(150)	(150)
Unearned stock-based compensation		(29)	(17)
Accumulated deficit		(300)	(325)
Accumulated other comprehensive loss		(1,576)	(1,671)
Total Huntsman Corporation stockholders' equity		1,452	1,287
Noncontrolling interests in subsidiaries		197	180
Total equity		1,649	1,467
Total liabilities and equity		9,488	9,189
Huntsman International
Current assets:
Cash and cash equivalents	[1]	454	413
Restricted cash	[1]	12	11
Accounts and notes receivable (net of allowance for doubtful accounts of $28 and $27, respectively), ($460 and $437 pledged as collateral, respectively)	[1]	1,471	1,402
Accounts receivable from affiliates		362	347
Inventories	[1]	1,486	1,344
Prepaid expenses		62	60
Other current assets	[1]	304	286
Total current assets		4,151	3,863
Property, plant and equipment, net	[1]	4,167	4,190
Investment in unconsolidated affiliates		336	332
Intangible assets, net	[1]	82	66
Goodwill		122	121
Deferred income taxes		412	396
Other noncurrent assets	[1]	514	507
Total assets		9,784	9,475
Current liabilities:
Accounts payable	[1]	1,125	1,070
Accounts payable to affiliates		75	66
Accrued liabilities	[1]	629	613
Notes payable to affiliates		100	100
Current portion of debt	[1]	61	60
Total current liabilities		1,990	1,909
Long-term debt	[1]	4,161	4,135
Notes payable to affiliates		711	697
Deferred income taxes		433	423
Other noncurrent liabilities	[1]	1,385	1,375
Total liabilities		8,680	8,539
Commitments and contingencies (Notes 13 and 14)
Huntsman Corporation stockholders' equity or Huntsman International LLC members' equity:
Members' equity, 2,728 units issued and outstanding		3,235	3,226
Accumulated deficit		(734)	(779)
Accumulated other comprehensive loss		(1,594)	(1,691)
Total Huntsman International LLC members' equity		907	756
Noncontrolling interests in subsidiaries		197	180
Total equity		1,104	936
Total liabilities and equity		$ 9,784	$ 9,475
[1]	At March 31, 2017 and December 31, 2016, respectively, $28 and $25 of cash and cash equivalents, $10 each of restricted cash, $33 and $27 of accounts and notes receivable (net), $42 and $46 of inventories, $6 and $5 of other current assets, $279 and $284 of property, plant and equipment (net), $32 and $31 of intangible assets (net), $37 each of other noncurrent assets, $86 and $90 of accounts payable, $32 and $34 of accrued liabilities, $21 and $14 of current portion of debt, $104 and $114 of longterm debt, and $77 and $76 of other noncurrent liabilities from consolidated variable interest entities are included in the respective balance sheet captions above. See “Note 5. Variable Interest Entities.”

CONDENSED CONSOLIDATED BALANCE3

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions		Mar. 31, 2017	Dec. 31, 2016
Accounts and notes receivable, allowance for doubtful accounts (in dollars)		$ 28	$ 27
Accounts and notes receivable, pledged as collateral (in dollars)		$ 460	$ 437
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		252,328,698	250,802,175
Common stock, shares outstanding		238,152,916	236,370,347
Treasury stock, shares		12,607,223	12,607,223
Variable Interest Entity
Cash and cash equivalents	[1]	$ 457	$ 414
Restricted cash	[1]	12	11
Accounts and notes receivable (net)	[1]	1,471	1,402
Inventories	[1]	1,486	1,344
Other current assets	[1]	309	291
Property, plant and equipment (net)	[1]	4,186	4,212
Intangible assets (net)	[1]	82	66
Other noncurrent assets	[1]	515	507
Accounts payable	[1]	1,125	1,071
Accrued liabilities	[1]	632	616
Current portion of debt	[1]	61	60
Long-term debt	[1]	4,161	4,135
Other noncurrent liabilities	[1]	1,386	1,381
Consolidated VIE's
Variable Interest Entity
Cash and cash equivalents		28	25
Restricted cash		10	10
Accounts and notes receivable (net)		33	27
Inventories		42	46
Other current assets		6	5
Property, plant and equipment (net)		279	284
Intangible assets (net)		32	31
Other noncurrent assets		37	37
Accounts payable		86	90
Accrued liabilities		32	34
Current portion of debt		21	14
Long-term debt		104	114
Other noncurrent liabilities		77	76
Huntsman International
Accounts and notes receivable, allowance for doubtful accounts (in dollars)		28	27
Accounts and notes receivable, pledged as collateral (in dollars)		$ 460	$ 437
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]	$ 454	$ 413
Restricted cash	[1]	12	11
Accounts and notes receivable (net)	[1]	1,471	1,402
Inventories	[1]	1,486	1,344
Other current assets	[1]	304	286
Property, plant and equipment (net)	[1]	4,167	4,190
Intangible assets (net)	[1]	82	66
Other noncurrent assets	[1]	514	507
Accounts payable	[1]	1,125	1,070
Accrued liabilities	[1]	629	613
Current portion of debt	[1]	61	60
Long-term debt	[1]	4,161	4,135
Other noncurrent liabilities	[1]	1,385	1,375
Huntsman International | Consolidated VIE's
Variable Interest Entity
Cash and cash equivalents		28	25
Restricted cash		10	10
Accounts and notes receivable (net)		33	27
Inventories		42	46
Other current assets		6	5
Property, plant and equipment (net)		279	284
Intangible assets (net)		32	31
Other noncurrent assets		37	37
Accounts payable		86	90
Accrued liabilities		32	34
Current portion of debt		21	14
Long-term debt		104	114
Other noncurrent liabilities		$ 77	$ 76
[1]	At March 31, 2017 and December 31, 2016, respectively, $28 and $25 of cash and cash equivalents, $10 each of restricted cash, $33 and $27 of accounts and notes receivable (net), $42 and $46 of inventories, $6 and $5 of other current assets, $279 and $284 of property, plant and equipment (net), $32 and $31 of intangible assets (net), $37 each of other noncurrent assets, $86 and $90 of accounts payable, $32 and $34 of accrued liabilities, $21 and $14 of current portion of debt, $104 and $114 of longterm debt, and $77 and $76 of other noncurrent liabilities from consolidated variable interest entities are included in the respective balance sheet captions above. See “Note 5. Variable Interest Entities.”

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Millions, $ in Millions	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Revenues:
Trade sales, services and fees, net	$ 2,428	$ 2,321
Related party sales	41	34
Total revenues	2,469	2,355
Cost of goods sold	2,003	1,939
Gross profit	466	416
Operating expenses:
Selling, general and administrative	228	223
Research and development	37	37
Restructuring, impairment and plant closing costs	36	13
Business separation expenses	9	0
Other operating (income) expense, net	(6)	5
Total expenses	304	278
Operating income	162	138
Interest expense	(48)	(50)
Equity in income of investment in unconsolidated affiliates		1
Other income	2	1
Income from continuing operations before income taxes	116	90
Income tax expense	(23)	(27)
Income from continuing operations	93	63
Loss from discontinued operations, net of tax	(1)	(1)
Net income	92	62
Net income attributable to noncontrolling interests	(16)	(6)
Net income attributable to Huntsman Corporation or Huntsman International LLC	$ 76	$ 56
Basic income (loss) per share:
Income from continuing operations attributable to Huntsman Corporation common stockholders (in dollars per share)	$ 0.32	$ 0.24
Net income attributable to Huntsman Corporation common stockholders (in dollars per share)	$ 0.32	$ 0.24
Weighted average shares (in shares)	237.4	236.1
Diluted income (loss) per share:
Income from continuing operations attributable to Huntsman Corporation common stockholders (in dollars per share)	$ 0.31	$ 0.24
Net income attributable to Huntsman Corporation common stockholders (in dollars per share)	$ 0.31	$ 0.24
Weighted average shares (in shares)	242.5	237.9
Amounts attributable to Huntsman Corporation common stockholders:
Income from continuing operations	$ 77	$ 57
Loss from discontinued operations, net of tax	$ (1)	$ (1)
Dividends per share (in dollars per share)	$ 0.125	$ 0.125
Huntsman International
Revenues:
Trade sales, services and fees, net	$ 2,428	$ 2,321
Related party sales	41	34
Total revenues	2,469	2,355
Cost of goods sold	2,002	1,938
Gross profit	467	417
Operating expenses:
Selling, general and administrative	226	221
Research and development	37	37
Restructuring, impairment and plant closing costs	36	13
Business separation expenses	9
Other operating (income) expense, net	(5)	5
Total expenses	303	276
Operating income	164	141
Interest expense	(51)	(53)
Equity in income of investment in unconsolidated affiliates		1
Other income	2	1
Income from continuing operations before income taxes	115	90
Income tax expense	(23)	(27)
Income from continuing operations	92	63
Loss from discontinued operations, net of tax	(1)	(1)
Net income	91	62
Net income attributable to noncontrolling interests	(16)	(6)
Net income attributable to Huntsman Corporation or Huntsman International LLC	$ 75	$ 56

CONDENSED CONSOLIDATED STATEME5

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Net income	$ 92	$ 62
Other comprehensive income (loss), net of tax:
Foreign currency translations adjustments	77	27
Pension and other postretirement benefits adjustments	18	13
Other, net	2	(11)
Other comprehensive income (loss)	97	29
Comprehensive income	189	91
Comprehensive income attributable to noncontrolling interests	(18)	(8)
Comprehensive income attributable to Huntsman Corporation or Huntsman International LLC	171	83
Huntsman International
Net income	91	62
Other comprehensive income (loss), net of tax:
Foreign currency translations adjustments	77	28
Pension and other postretirement benefits adjustments	20	15
Other, net	2	(11)
Other comprehensive income (loss)	99	32
Comprehensive income	190	94
Comprehensive income attributable to noncontrolling interests	(18)	(8)
Comprehensive income attributable to Huntsman Corporation or Huntsman International LLC	$ 172	$ 86

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, 2015						$ 3	$ 3,407	$ (135)	$ (17)	$ (528)	$ (1,288)	$ 187	$ 1,629
Balance (in shares) at Dec. 31, 2015						237,080,026
Balance at the beginning of the period at Dec. 31, 2015	$ 3,196	$ (983)	$ (1,316)	$ 187	$ 1,084
Balance (in units) at Dec. 31, 2015	2,728
Increase (Decrease) in Stockholders' Equity and Members' Equity
Net income		56		6	62					56		6	62
Dividends paid to parent		(30)			(30)
Other comprehensive income (loss)			30	2	32						27	2	29
Contribution from parent	$ 7				7
Issuance of nonvested stock awards							16		(16)
Vesting of stock awards							2						2
Vesting of stock awards (in shares)						880,269
Recognition of stock-based compensation							2		5				7
Repurchase and cancellation of stock awards										(2)			(2)
Repurchase and cancellation of stock awards (in shares)						(244,324)
Dividends paid to noncontrolling interests				(9)	(9)							(9)	(9)
Treasury stock repurchased							15	(15)
Treasury stock repurchased (in shares)						(1,444,769)
Excess tax shortfall related to stock-based compensation	(3)				(3)		(3)						(3)
Dividends declared on common stock										(30)			(30)
Balance at the end of the period at Mar. 31, 2016						$ 3	3,439	(150)	(28)	(504)	(1,261)	186	1,685
Balance (in shares) at Mar. 31, 2016						236,271,202
Balance at the end of the period at Mar. 31, 2016	$ 3,200	(957)	(1,286)	186	1,143
Balance (in units) at Mar. 31, 2016	2,728
Balance at the beginning of the period at Dec. 31, 2016						$ 3	3,447	(150)	(17)	(325)	(1,671)	180	$ 1,467
Balance (in shares) at Dec. 31, 2016						236,370,347							236,370,347
Balance at the beginning of the period at Dec. 31, 2016	$ 3,226	(779)	(1,691)	180	$ 936
Balance (in units) at Dec. 31, 2016	2,728				2,728
Increase (Decrease) in Stockholders' Equity and Members' Equity
Net income		75		16	$ 91					76		16	$ 92
Dividends paid to parent		(30)			(30)
Other comprehensive income (loss)			97	2	99						95	2	97
Contribution from parent	$ 9				9
Issuance of nonvested stock awards							17		(17)
Vesting of stock awards							8						8
Vesting of stock awards (in shares)						1,158,884
Recognition of stock-based compensation							2		5				7
Repurchase and cancellation of stock awards										(8)			(8)
Repurchase and cancellation of stock awards (in shares)						(343,712)
Contribution from noncontrolling interests				2	2							2	2
Dividends paid to noncontrolling interests				(3)	(3)							(3)	(3)
Stock options exercised							30			(13)			17
Stock options exercised (in shares)						967,397
Dividends declared on common stock										(30)			(30)
Balance at the end of the period at Mar. 31, 2017						$ 3	$ 3,504	$ (150)	$ (29)	$ (300)	$ (1,576)	$ 197	$ 1,649
Balance (in shares) at Mar. 31, 2017						238,152,916							238,152,916
Balance at the end of the period at Mar. 31, 2017	$ 3,235	$ (734)	$ (1,594)	$ 197	$ 1,104
Balance (in units) at Mar. 31, 2017	2,728				2,728

CONDENSED CONSOLIDATED STATEME7

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2017		Mar. 31, 2016
Operating Activities:
Net income	$ 92		$ 62
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in income of investment in unconsolidated affiliates			(1)
Depreciation and amortization	106		100
Loss on disposal of businesses/assets, net	26
Noncash interest expense	3		4
Noncash restructuring and impairment charges	3		5
Deferred income taxes	4		6
Noncash gain on foreign currency transactions	(5)
Stock-based compensation	10		8
Portion of insurance proceeds representing cash provided by investing activities	(54)
Other, net	(1)		2
Changes in operating assets and liabilities
Accounts and notes receivable	(57)		(105)
Inventories	(110)		22
Prepaid expenses	(2)		2
Other current assets	(15)		33
Other noncurrent assets	(5)		(20)
Accounts payable	77		(31)
Accrued liabilities	19
Other noncurrent liabilities	2		1
Net cash provided by operating activities	93		88
Investing Activities:
Capital expenditures	(74)		(99)
Insurance proceeds for recovery of property damage	54
Cash received from unconsolidated affiliates	12		10
Investment in unconsolidated affiliates	(15)		(12)
Change in restricted cash	(1)		2
Other, net			(2)
Net cash used in investing activities	(24)		(101)
Financing Activities:
Net borrowings under revolving loan facilities			45
Repayments of short-term debt	(6)		(12)
Borrowings on short-term debt	2		4
Repayments of long-term debt	(7)		(27)
Proceeds from issuance of long-term debt	8
Repayments of notes payable	(5)		(9)
Borrowings on notes payable			2
Dividends paid to noncontrolling interests	(3)		(9)
Contribution from noncontrolling interests	2
Dividends paid to common stockholders	(30)		(30)
Repurchase and cancellation of stock awards	(8)		(2)
Proceeds from issuance of common stock	17
Other, net	(1)
Net cash used in financing activities	(31)		(38)
Effect of exchange rate changes on cash	5		2
Cash and cash equivalents at beginning of period	414	[1]	257
Cash and cash equivalents at end of period	457	[1]	208
Supplemental cash flow information:
Cash paid for income taxes	36		35
Huntsman International
Operating Activities:
Net income	91		62
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in income of investment in unconsolidated affiliates			(1)
Depreciation and amortization	104		97
Loss on disposal of businesses/assets, net	26
Noncash interest expense	6		7
Noncash restructuring and impairment charges	3		5
Deferred income taxes	4		6
Noncash gain on foreign currency transactions	(5)
Noncash compensation	9		7
Portion of insurance proceeds representing cash provided by investing activities	(54)
Other, net			2
Changes in operating assets and liabilities
Accounts and notes receivable	(57)		(105)
Inventories	(110)		22
Prepaid expenses	(2)		3
Other current assets	(15)		32
Other noncurrent assets	(5)		(20)
Accounts payable	74		(33)
Accrued liabilities	18
Other noncurrent liabilities	3		3
Net cash provided by operating activities	90		87
Investing Activities:
Capital expenditures	(74)		(99)
Insurance proceeds for recovery of property damage	54
Cash received from unconsolidated affiliates	12		10
Investment in unconsolidated affiliates	(15)		(12)
Increase in receivable from affiliate	(7)		(2)
Change in restricted cash	(1)		2
Other, net	1		(1)
Net cash used in investing activities	(30)		(102)
Financing Activities:
Net borrowings under revolving loan facilities			45
Repayments of short-term debt	(6)		(12)
Borrowings on short-term debt	2		4
Repayments of long-term debt	(7)		(27)
Proceeds from issuance of long-term debt	8
Proceeds from issuance of notes payable from affiliate	15
Repayments of notes payable	(5)		(9)
Borrowings on notes payable			2
Dividends paid to noncontrolling interests	(3)		(9)
Contribution from noncontrolling interests	2
Dividends paid to parent	(30)		(30)
Net cash used in financing activities	(24)		(36)
Effect of exchange rate changes on cash	5		2
Increase (decrease) in cash and cash equivalents	41		(49)
Cash and cash equivalents at beginning of period	413	[1]	257
Cash and cash equivalents at end of period	454	[1]	208
Supplemental cash flow information:
Cash paid for interest	36		35
Cash paid for income taxes	$ 8		$ 5
[1]	At March 31, 2017 and December 31, 2016, respectively, $28 and $25 of cash and cash equivalents, $10 each of restricted cash, $33 and $27 of accounts and notes receivable (net), $42 and $46 of inventories, $6 and $5 of other current assets, $279 and $284 of property, plant and equipment (net), $32 and $31 of intangible assets (net), $37 each of other noncurrent assets, $86 and $90 of accounts payable, $32 and $34 of accrued liabilities, $21 and $14 of current portion of debt, $104 and $114 of longterm debt, and $77 and $76 of other noncurrent liabilities from consolidated variable interest entities are included in the respective balance sheet captions above. See “Note 5. Variable Interest Entities.”

CONDENSED CONSOLIDATED STATEME8

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Capital expenditures in accounts payable	$ 55	$ 62
Huntsman International
Capital expenditures in accounts payable	55	62
Stock-based compensation	$ 9	$ 7

GENERAL

GENERAL	3 Months Ended
	Mar. 31, 2017
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, 2016 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 shut down 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 Business We are in the process of separating our Pigments and Additives business. On March 14, 2017, Venator Materials Corporation (“Venator”) filed a third amendment to the Form 10 registration statement with the SEC as part of this process. We now intend to pursue an initial public offering of our Pigments and Additives business, although we plan to retain the ability to separate the business through a tax-free spin-off depending on market conditions. The separation is targeted for the summer of 2017. For more information, see “Note 4. Separation of Pigments and Additives Business.” Closure of Calais, France Manufacturing Facility On March 17, 2017, we announced a plan to close the white end finishing and packaging operations of our titanium dioxide manufacturing facility based in Calais, France during the third quarter of 2017. The announced plan follows the 2015 closure of the black end manufacturing operations and will result in the closure of the entire facility. For more information, see “Note 6. Restructuring, Impairment and Plant Closing Costs.” Pori Fire On January 30, 2017, our titanium dioxide manufacturing facility in Pori, Finland experienced fire damage and is currently not fully operational. We are committed to repairing the facility as quickly as possible and we anticipate that a portion of our white end production will be operational during the second quarter of 2017. During the first quarter of 2017, we recorded a loss of $32 million for the write-off of fixed assets and lost inventory in other operating (income) expense, net in our condensed consolidated statements of operations. In addition, we recorded a loss of $4 million of costs for cleanup of the facility through March 31, 2017. The site is insured for property damage as well as business interruption losses subject to retained deductibles of $15 million and 60 days, respectively, with a limit of $500 million. On February 9, 2017, we received $54 million as an initial partial progress payment from our insurer. During the first quarter of 2017, we recorded $32 million of income related to insurance recoveries in other operating (income) expense, net in our condensed consolidated statements of operations and we recorded $22 million as deferred income in accrued liabilities for costs not yet incurred. Amendments to Accounts Receivable Securitization Programs On April 21, 2017, we entered into an Amended and Restated European Receivables Loan Agreement and a Master Amendment No. 6 to the U.S. Receivables Loan Agreement to, among other things, extend the respective scheduled termination dates to April 2020. For additional information, see “Part II. Item 5. Other Information—Amendments to A/R Programs.” Early Prepayment of Debt On April 25, 2017, we made an early prepayment of $100 million on our 2015 extended term loan B due 2019 (“2015 Extended Term Loan B”) from existing cash. For further information, see “Note 7. Direct and Subsidiary Debt—Senior Credit Facilities.” USE OF ESTIMATES The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

RECENTLY ISSUED ACCOUNTING PRON

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS	3 Months Ended
	Mar. 31, 2017
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS	2. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS Accounting Pronouncements Adopted During 2017 In July 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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. We adopted the amendments in this ASU effective January 1, 2017, and the initial adoption of the amendment in this ASU did not have a significant impact 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. We adopted the amendments in this ASU effective January 1, 2017, and the initial adoption of the amendment in this ASU did not have a significant impact on our condensed consolidated financial statements. In January 2017, the FASB issued ASU No. 2017‑04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment . The amendments in this ASU simplify the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. Under the amendments in this ASU, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying value, which eliminates the current requirement to calculate a goodwill impairment charge by comparing the implied fair value of goodwill with its carrying amount. The amendments in this ASU are effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The amendments in this ASU should be applied on a prospective basis. We adopted the amendments in this ASU effective January 1, 2017 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), 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, and in December 2016, the FASB issued ASU 2016‑20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers . 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, ASU No. 2016‑12 and ASU No. 2016‑20 should be applied retrospectively, and early application is permitted. We are currently performing the analysis identifying areas that will be impacted by the adoption of the amendments in ASU No. 2014‑09, ASU No. 2016‑08, ASU No. 2016‑10, ASU No. 2016‑12 and ASU No. 2016‑20 on our condensed consolidated financial statements. At this time, we believe the key impact of the standard will be on our accounting for revenues from intellectual property licensing contracts which is not a material revenue stream to our condensed consolidated financial statements. The standard will be adopted in our fiscal year 2018 and we have elected the modified retrospective approach as the transition method. 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 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. In October 2016, the FASB issued ASU No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory . The amendments in this ASU require entities to recognize the current and deferred income taxes for an intra-entity transfer of an asset other than inventory when the transfer occurs, as opposed to deferring the recognition of the income tax consequences until the asset has been sold to an outside party. The amendments in this ASU are effective for annual reporting periods beginning after December 31, 2017, including interim reporting periods within those annual reporting periods. Early adoption is permitted for all entities as of the beginning of an annual reporting period for which financial statements (interim or annual) have not been issued or made available for issuance. The amendments in this ASU should be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. We do not expect the adoption of the amendments in this ASU to have a significant impact on our condensed consolidated financial statements. In November 2016, the FASB issued ASU No. 2016‑18, Statement of Cash Flows (Topic 230): Restricted Cash . The amendments in this ASU require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning‑of‑period and end‑of‑period total amounts shown on the statement of cash flows. The amendments in this ASU are effective for fiscal years beginning after December 15, 2017, and interim period within those fiscal years. 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. In January 2017, the FASB issued ASU No. 2017‑01, Business Combinations (Topic 805): Clarifying the Definition of a Business . The amendments in this ASU clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The amendments in this ASU are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early application is permitted. The amendments in this ASU should be applied prospectively on or after the effective date. No disclosures are required at transition. We do not expect the adoption of the amendments in this ASU to have a significant impact on our condensed consolidated financial statements. In March 2017, the FASB issued ASU No. 2017-07, Compensation—Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost . The amendments in this ASU require that an employer report the service cost component of net periodic pension cost and net periodic postretirement benefit cost in the same line items as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of net benefit cost are required to be presented in the income statement separately from the service cost component and outside of income from operations. The amendments in this ASU also allow only the service cost component to be eligible for capitalization when applicable (for example, as a cost of internally manufactured inventory or a self-constructed asset). The amendments in this ASU are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The amendments in this ASU should be applied retrospectively for the presentation of the service cost component and the other components of net periodic pension cost and net periodic postretirement benefit cost in the income statement and prospectively, on and after the effective date, for the capitalization of the service cost component of net periodic pension cost and net periodic postretirement benefit cost in assets. The amendments in this ASU will impact the presentation of our condensed consolidated financial statements. Our current presentation of service cost components is consistent with the amendments in this ASU. Upon adoption of the amendments in this ASU, we expect to present the other components within other nonoperating income, whereas we currently present these within cost of goods sold and selling, general and administrative expenses.

INVENTORIES

INVENTORIES	3 Months Ended
	Mar. 31, 2017
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): March 31, December 31, 2017 2016 Raw materials and supplies $ 329 $ 291 Work in progress 91 91 Finished goods 1,123 1,017 Total 1,543 1,399 LIFO reserves (57) (55) Net inventories $ 1,486 $ 1,344 For both March 31, 2017 and December 31, 2016, approximately 9% of inventories were recorded using the LIFO cost method.

SEPARATION OF PIGMENTS AND ADDI

SEPARATION OF PIGMENTS AND ADDITIVES BUSINESS	3 Months Ended
	Mar. 31, 2017
SEPARATION OF PIGMENTS AND ADDITIVES BUSINESS
SEPARATION OF PIGMENTS AND ADDITIVES BUSINESS	4. SEPARATION OF PIGMENTS AND ADDITIVES BUSINESS We are in the process of separating our Pigments and Additives business. On October 28, 2016, Venator filed an initial Form 10 registration statement with the SEC as part of the process to separate our Pigments and Additives and Textile Effects businesses in a tax‑free spin-off. On January 17, 2017, we announced that we will retain our Textile Effects business and Venator amended the Form 10 registration statement. Most recently, on March 14, 2017, Venator filed a third amendment to the Form 10 registration statement. We now intend to pursue an initial public offering of our Pigments and Additives business, although we plan to retain the ability to separate the business through a tax-free spin-off depending on market conditions. The initial public offering or spin is targeted for the summer of 2017. In connection with this separation, we recorded business separation costs of $9 million and nil during the three months ended March 31, 2017 and 2016, respectively, within Corporate and other.

VARIABLE INTEREST ENTITIES

VARIABLE INTEREST ENTITIES	3 Months Ended
	Mar. 31, 2017
VARIABLE INTEREST ENTITIES
VARIABLE INTEREST ENTITIES	5. VARIABLE INTEREST ENTITIES We evaluate our investments and transactions to identify variable interest entities for which we are the primary beneficiary. We hold a variable interest in the following 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 7. Debt—Direct and Subsidiary Debt.” As the primary beneficiary of these variable interest entities at March 31, 2017, the joint ventures’ assets, liabilities and results of operations are included in our condensed consolidated financial statements. The following table summarizes the carrying amount of our variable interest entities’ assets and liabilities included in our condensed consolidated balance sheets, before intercompany eliminations, as of March 31, 2017 and our consolidated balance sheets as of December 31, 2016 (dollars in millions): March 31, December 31, 2017 2016 Current assets $ 121 $ 117 Property, plant and equipment, net 279 284 Other noncurrent assets 113 98 Deferred income taxes 43 43 Intangible assets 32 31 Goodwill 13 12 Total assets $ 601 $ 585 Current liabilities $ 188 $ 172 Long-term debt 106 116 Deferred income taxes 10 10 Other noncurrent liabilities 77 76 Total liabilities $ 381 $ 374 The revenues, income from continuing operations before income taxes and net cash provided by operating activities for our variable interest entities for the three months ended March 31, 2017 and 2016 are as follows (dollars in millions): March 31, March 31, 2017 2016 Revenues $ 64 $ 52 Income from continuing operations before income taxes 11 9 Net cash provided by operating activities 18 19

RESTRUCTURING, IMPAIRMENT AND P

RESTRUCTURING, IMPAIRMENT AND PLANT CLOSING COSTS	3 Months Ended
	Mar. 31, 2017
RESTRUCTURING, IMPAIRMENT AND PLANT CLOSING COSTS
RESTRUCTURING, IMPAIRMENT AND PLANT CLOSING COSTS	6. RESTRUCTURING, IMPAIRMENT AND PLANT CLOSING COSTS As of March 31, 2017 and December 31, 2016, accrued restructuring costs by type of cost and initiative consisted of the following (dollars in millions): Non-cancelable Other Workforce Demolition and lease and contract restructuring reductions(1) decommissioning termination costs costs Total(2) Accrued liabilities as of January 1, 2017 $ 26 $ 18 $ 42 $ 5 $ 91 2017 charges for 2016 and prior initiatives 1 2 1 4 8 2017 charges for 2017 initiatives 25 — — — 25 Distribution of prefunded restructuring costs (1) — — — (1) 2017 payments for 2016 and prior initiatives (6) (5) (2) (5) (18) Net activity of discontinued operations — — (1) — (1) Foreign currency effect on liability balance — 1 2 — 3 Accrued liabilities as of March 31, 2017 $ 45 $ 16 $ 42 $ 4 $ 107 (1) The workforce reduction reserves relate to the termination of 486 positions, of which 432 positions had not been terminated as of March 31, 2017. (2) Accrued liabilities by initiatives were as follows (dollars in millions): March 31, December 31, 2017 2016 2015 and prior initiatives $ 81 $ 88 2016 initiatives 1 3 2017 initiatives 25 — Total $ 107 $ 91 Details with respect to our reserves for restructuring, impairment and plant closing costs are provided below by segment and initiative (dollars in millions): Performance Advanced Textile Pigments Discontinued Corporate Polyurethanes Products Materials Effects and Additives Operations and other Total Accrued liabilities as of January 1, 2017 $ 2 $ — $ 3 $ 61 $ 21 $ 2 $ 2 $ 91 2017 charges for 2016 and prior initiatives — — — 3 5 — — 8 2017 charges for 2017 initiatives — — — 6 19 — — 25 Distribution of prefunded restructuring costs — — — — (1) — — (1) 2017 payments for 2016 and prior initiatives (1) — — (7) (10) — — (18) Net activity of discontinued operations — — — — — (1) — (1) Foreign currency effect on liability balance — — 1 2 — — — 3 Accrued liabilities as of March 31, 2017 $ 1 $ — $ 4 65 $ 34 $ 1 $ 2 $ 107 Current portion of restructuring reserves $ 1 $ — $ 2 $ 26 $ 30 $ 1 $ 2 $ 62 Long-term portion of restructuring reserves — — 2 39 4 — — 45 Details with respect to cash and noncash restructuring charges for the three months ended March 31, 2017 and 2016 by initiative are provided below (dollars in millions): Three months ended March 31, 2017 Cash charges: 2017 charges for 2016 and prior initiatives $ 8 2017 charges for 2017 initiatives 25 Accelerated depreciation 1 Other non-cash charges 2 Total 2017 Restructuring, Impairment and Plant Closing Costs $ 36 Three months ended March 31, 2016 Cash charges: 2016 charges for 2015 and prior initiatives $ 9 Reversal of reserves no longer required (1) Accelerated depreciation 4 Other non-cash charges 1 Total 2016 Restructuring, Impairment and Plant Closing Costs $ 13 2017 RESTRUCTURING ACTIVITIES During the first quarter of 2017, we implemented the first phase of a restructuring program to improve competitiveness in our Textile Effects segment. In connection with this restructuring program, we recorded restructuring expense of $6 million in the three months ended March 31, 2017 related primarily to workforce reductions. We expect to incur additional charges of approximately $8 million through the end of the third quarter of 2018. In March 2015, we implemented a restructuring program in our color pigments business (the “Color Pigments Restructuring”). In connection with the Color Pigments Restructuring, we recorded restructuring expense of approximately $4 million in the three months ended March 31, 2017. We expect to incur additional charges of approximately $7 million through the end of 2017. In July 2016, we announced a plan 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 $1 million in the three months ended March 31, 2017. We expect to incur additional charges of approximately $4 million through the end of the third quarter of 2018. In March 2017, we announced a plan to close the white end finishing and packaging operations of our titanium dioxide manufacturing facility at our Calais, France site. The announced plan follows the 2015 announcement of the closure of the black end manufacturing operations and would result in the closure of the entire facility. In connection with this closure, we recorded restructuring expense of $22 million in the three months ended March 31, 2017. We recorded $8 million of accelerated depreciation on the remaining long‑lived assets associated with this manufacturing facility during 2016. We expect to incur additional charges of approximately $41 million through the end of 2021. 2016 RESTRUCTURING ACTIVITIES In December 2014, we implemented a comprehensive restructuring program to improve the global competitiveness of our Pigments and Additives segment. As part of the program, we are reducing our workforce by approximately 900 positions. In connection with this restructuring program, we recorded restructuring expense of $3 million in the three months ended March 31, 2016. 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 closure, we recorded restructuring expense of $1 million in the three months ended March 31, 2016. In connection with the Color Pigments Restructuring, we recorded restructuring expense of approximately $3 million in the three months ended March 31, 2016. In connection with planned restructuring activities, our Pigments and Additives segment recorded accelerated depreciation as restructuring expense of $4 million during the three months ended March 31, 2016.

DEBT

DEBT	3 Months Ended
	Mar. 31, 2017
DEBT
DEBT	7. DEBT Outstanding debt, net of debt issuance costs, consisted of the following (dollars in millions): Huntsman Corporation March 31, December 31, 2017 2016 Senior Credit Facilities: Term loans $ 1,965 $ 1,967 Amounts outstanding under A/R programs 213 208 Senior notes 1,841 1,812 Variable interest entities 125 128 Other 78 80 Total debt—excluding debt to affiliates $ 4,222 $ 4,195 Total current portion of debt $ 61 $ 60 Long-term portion 4,161 4,135 Total debt—excluding debt to affiliates $ 4,222 $ 4,195 Total debt—excluding debt to affiliates $ 4,222 $ 4,195 Notes payable to affiliates-noncurrent — 1 Total debt $ 4,222 $ 4,196 Huntsman International March 31, December 31, 2017 2016 Senior Credit Facilities: Term loans $ 1,965 $ 1,967 Amounts outstanding under A/R programs 213 208 Senior notes 1,841 1,812 Variable interest entities 125 128 Other 78 80 Total debt—excluding debt to affiliates $ 4,222 $ 4,195 Total current portion of debt $ 61 $ 60 Long-term portion 4,161 4,135 Total debt—excluding debt to affiliates $ 4,222 $ 4,195 Total debt—excluding debt to affiliates $ 4,222 $ 4,195 Notes payable to affiliates-current 100 100 Notes payable to affiliates-noncurrent 711 697 Total debt $ 5,033 $ 4,992 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 March 31, 2017 and December 31, 2016, the amount of debt issuance costs directly reducing the debt liability was $55 million and $57 million, respectively. We record the amortization of debt issuance costs as interest expense. Senior Credit Facilities As of March 31, 2017, our senior credit facilities (“Senior Credit Facilities”) consisted of our Revolving Facility, our 2021 Term Loan B and our 2023 Term Loan as follows: (dollars in millions): Unamortized Discounts and Committed Principal Debt Issuance Carrying Facility Amount Outstanding Costs Value Interest Rate(3) Maturity Revolving Facility $ 650 $ — (1) $ — (1) $ — (1) USD LIBOR plus 2.75% 2015 Extended Term Loan B N/A 306 (1) 305 USD LIBOR plus 3.00% 2021 Term Loan B N/A 348 (11) 337 USD LIBOR plus 2.75%(2) 2023 Term Loan B N/A 1,368 (45) 1,323 USD LIBOR plus 3.00%(2) (1) We had no borrowings outstanding under our Revolving Facility; we had approximately $16 million (U.S. dollar equivalents) of letters of credit and bank guarantees issued and outstanding under our Revolving Facility. (2) The 2021 Term Loan B and the 2023 Term Loan B are subject to a 0.75% LIBOR floor. (3) The applicable interest rate of the Revolving Facility is subject to certain secured leverage ratio thresholds. As of March 31, 2017, 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 April 25, 2017, we made an early prepayment of $100 million on our 2015 Extended Term Loan B from existing cash. A/R Programs Our U.S. accounts receivable securitization program (“U.S. A/R Program”) and our European accounts receivable securitization program (“EU A/R Program” and collectively with the U.S. A/R Program, “A/R Programs”) are structured so that we transfer certain of our trade receivables to the U.S. special purpose entity (“U.S. SPE”) and the European special purpose entity (“EU SPE”) in transactions intended to be true sales or true contributions. The receivables collateralize debt incurred by the U.S. SPE and the EU SPE. Information regarding our A/R Programs as of March 31, 2017 was as follows (monetary amounts in millions): Maximum Funding Amount Facility Maturity Availability(1) Outstanding 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 (approximately $242) (approximately $123) Applicable rate plus 1.10% (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 March 31, 2017, we had approximately $7 million (U.S. dollar equivalents) of letters of credit issued and outstanding under our U.S. A/R Program. On April 21, 2017, we entered into amendments to our A/R Programs that, among other things, extend the scheduled termination dates to April 2020. As of March 31, 2017 and December 31, 2016, $460 million and $437 million, respectively, of accounts receivable were pledged as collateral under our A/R Programs. Note Payable from Huntsman International to Huntsman Corporation As of March 31, 2017, we had a loan of $811 million to our subsidiary, Huntsman International (the “Intercompany Note”). The Intercompany Note is unsecured and $100 million of the outstanding amount is classified as current as of March 31, 2017 on our condensed consolidated balance sheets. As of March 31, 2017, under the terms of the Intercompany Note, Huntsman International promises to pay us interest on the unpaid principal amount at a rate per annum based on the previous monthly average borrowing rate obtained under our U.S. A/R Program, less 10 basis points (provided that the rate shall not exceed an amount that is 25 basis points less than the monthly average borrowing rate obtained for the U.S. LIBOR-based borrowings under our Revolving Facility). COMPLIANCE WITH COVENANTS We believe that we are in compliance with the covenants contained in the agreements governing our material debt instruments, including our Senior Credit Facilities, our A/R Programs and our notes. Our material financing arrangements contain certain covenants with which we must comply. A failure to comply with a covenant could result in a default under a financing arrangement unless we obtained an appropriate waiver or forbearance (as to which we can provide no assurance). A default under these material financing arrangements generally allows debt holders the option to declare the underlying debt obligations immediately due and payable. Furthermore, certain of our material financing arrangements contain cross-default and cross-acceleration provisions under which a failure to comply with the covenants in one financing arrangement may result in an event of default under another financing arrangement. Our Senior Credit Facilities are subject to a single financial covenant (the “Leverage Covenant”), which applies only to the Revolving Facility and is calculated at the Huntsman International level. The Leverage Covenant is applicable only if borrowings, letters of credit or guarantees are outstanding under the Revolving Facility (cash collateralized letters of credit or guarantees are not deemed outstanding). The Leverage Covenant is a net senior secured leverage ratio covenant, which requires that Huntsman International’s ratio of senior secured debt to EBITDA (as defined in the applicable agreement) is not more than 3.75 to 1. If in the future Huntsman International fails to comply with the Leverage Covenant, then we may not have access to liquidity under our Revolving Facility. If Huntsman International failed to comply with the Leverage Covenant at a time when we had uncollateralized loans or letters of credit outstanding under the Revolving Facility, Huntsman International would be in default under the Senior Credit Facilities, and, unless Huntsman International obtained a waiver or forbearance with respect to such default (as to which we can provide no assurance), Huntsman International could be required to pay off the balance of the Senior Credit Facilities in full, and we may not have further access to such facilities. The agreements governing our A/R Programs also contain certain receivable performance metrics. Any material failure to meet the applicable A/R Programs’ metrics in the future could lead to an early termination event under the A/R Programs, which could require us to cease our use of such facilities, prohibiting us from additional borrowings against our receivables or, at the discretion of the lenders, requiring that we repay the A/R Programs in full. An early termination event under the A/R Programs would also constitute an event of default under our Senior Credit Facilities, which could require us to pay off the balance of the Senior Credit Facilities in full and could result in the loss of our Senior Credit Facilities.

DERIVATIVE INSTRUMENTS AND HEDG

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES	3 Months Ended
	Mar. 31, 2017
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES	8. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES We are exposed to market risks, such as changes in interest rates, foreign exchange rates and commodity pricing risks. From time to time, we enter into transactions, including transactions involving derivative instruments, to manage certain of these exposures. All derivatives, whether designated 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 March 31, 2017, we had approximately $137 million in notional amount (in U.S. dollar equivalents) outstanding in forward foreign currency contracts. Huntsman International has entered into several 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. As of March 31, 2017, we had $100 million notional value of interest rate hedges with a fixed rate of 2.5%. 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). The fair value of these hedges on March 31, 2017 was nil and they will expire in April 2017. Beginning in 2009, Arabian Amines Company entered into a 12-year floating to fixed interest rate contract providing for a receipt of LIBOR interest payments for a fixed payment of 5.02%. In connection with the consolidation of Arabian Amines Company as of July 1, 2010, the interest rate contract is now included in our consolidated results. See “Note 5. Variable Interest Entities.” The notional amount of the swap as of March 31, 2017 was $18 million, and the interest rate contract is not designated as a cash flow hedge. As of March 31, 2017, the fair value of the swap was $1 million and was recorded in noncurrent liabilities on our condensed consolidated balance sheets. For each of the three months ended March 31, 2017 and 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 March 31, 2017, the fair value of this swap was $29 million and was recorded in noncurrent assets on our condensed consolidated balance sheets. 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 on our condensed statements of comprehensive income. From time to time, we review such designation of intercompany loans. We review our non-U.S. dollar denominated debt and derivative instruments to determine the appropriate amounts designated as hedges. As of March 31, 2017, we have designated approximately €606 million (approximately $653 million) of euro-denominated debt and cross-currency interest rate contracts as a hedge of our net investment. For the three months ended March 31, 2017, the amount of loss recognized on the hedge of our net investment was $15 million and was recorded in other comprehensive income on our condensed consolidated statements of comprehensive income.

FAIR VALUE

FAIR VALUE	3 Months Ended
	Mar. 31, 2017
FAIR VALUE
FAIR VALUE	9. FAIR VALUE The fair values of financial instruments were as follows (dollars in millions): March 31, 2017 December 31, 2016 Carrying Estimated Carrying Estimated Value Fair Value Value Fair Value Non-qualified employee benefit plan investments $ 28 $ 28 $ 27 $ 27 Investments in equity securities 18 18 18 18 Cross-currency interest rate contracts 29 29 29 29 Interest rate contracts (1) (1) (2) (2) Long-term debt (including current portion) (4,222) (4,411) (4,195) (4,368) The carrying amounts reported in our condensed consolidated balance sheets of cash and cash equivalents, accounts receivable and accounts payable approximate fair value because of the immediate or short-term maturity of these financial instruments. The fair values of non-qualified employee benefit plan investments and investments in equity securities are obtained through market observable pricing using prevailing market prices. The estimated fair values of our long-term debt are based on quoted market prices for the identical liability when traded as an asset in an active market (Level 1). The fair value estimates presented herein are based on pertinent information available to management as of March 31, 2017 and December 31, 2016. The estimated fair value amounts have not been comprehensively revalued for purposes of these financial statements since March 31, 2017 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 Quoted prices Significant other Significant in active markets observable unobservable March 31, for identical inputs inputs Description 2017 assets (Level 1)(3) (Level 2)(3) (Level 3) Assets: Available-for sale equity securities: Non-qualified employee benefit plan investments $ 28 $ 28 $ — $ — Investments in equity securities 18 18 — — Derivatives: Cross-currency interest rate contracts(1) 29 — — 29 Total assets $ 75 $ 46 $ — $ 29 Liabilities: Derivatives: Interest rate contracts(2) $ (1) $ — $ (1) $ — Fair Value Amounts Using Quoted prices Significant other Significant in active markets observable unobservable December 31, for identical inputs inputs Description 2016 assets (Level 1)(3) (Level 2)(3) (Level 3) Assets: Available-for sale equity securities: Non-qualified employee benefit plan investments $ 27 $ 27 $ — $ — Investments in equity securities 18 18 — — Derivatives: Cross-currency interest rate contracts(1) 29 — — 29 Total assets $ 74 $ 45 $ — $ 29 Liabilities: Derivatives: Interest rate contracts(2) $ (2) $ — $ (2) $ — (1) The income approach is used to calculate the fair value of these instruments. Fair value represents the present value of estimated future cash flows, calculated using relevant interest rates, exchange rates, and yield curves at stated intervals. There were no material changes to the valuation methods or assumptions used to determine the fair value during the current period. 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. (2) The income approach is used to calculate the fair value of these instruments. Fair value represents the present value of estimated future cash flows, calculated using relevant interest rates and yield curves at stated intervals. There were no material changes to the valuation methods or assumptions used to determine the fair value during the current period. (3) There were no transfers between Levels 1 and 2 within the fair value hierarchy during the three months ended March 31, 2017 and the year ended December 31, 2016. The following table shows a reconciliation of beginning and ending balances for the three months ended March 31, 2017 and 2016 for instruments measured at fair value on a recurring basis using significant unobservable inputs (Level 3) (dollars in millions). Cross-Currency Interest Rate Contracts Fair Value Measurements Using Significant Unobservable Inputs (Level 3) Beginning balance, January 1, 2017 $ 29 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, March 31, 2017 $ 29 The amount of total gains (losses) for the period included in earnings attributable to the change in unrealized gains (losses) relating to assets still held at March 31, 2017 $ — Cross-Currency Interest Rate Contracts Fair Value Measurements Using Significant Unobservable Inputs (Level 3) Beginning balance, January 1, 2016 $ 28 Transfers into Level 3 — Transfers out of Level 3 — Total (losses) gains: Included in earnings — Included in other comprehensive income (loss) (8) Purchases, sales, issuances and settlements — Ending balance, March 31, 2016 $ 20 The amount of total gains (losses) for the period included in earnings attributable to the change in unrealized gains (losses) relating to assets still held at March 31, 2016 $ — 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): Other Interest comprehensive 2017 expense income (loss) Total net gains included in earnings $ — $ — Changes in unrealized losses relating to assets still held at March 31, 2017 — — Other Interest comprehensive 2016 expense income (loss) Total net gains included in earnings $ — $ — Changes in unrealized losses relating to assets still held at March 31, 2016 — (8) We also have assets that under certain conditions are subject to measurement at fair value on a non‑recurring basis. These assets include property, plant and equipment and those associated with acquired businesses, including goodwill and intangible assets. For these assets, measurement at fair value in periods subsequent to their initial recognition is applicable if one or more is determined to be impaired. During each of the three months ended March 31, 2017 and 2016, we recorded charges of nil for the impairment of long‑lived assets.

EMPLOYEE BENEFIT PLANS

EMPLOYEE BENEFIT PLANS	3 Months Ended
	Mar. 31, 2017
EMPLOYEE BENEFIT PLANS
EMPLOYEE BENEFIT PLANS	10. EMPLOYEE BENEFIT PLANS Components of the net periodic benefit costs for the three months ended March 31, 2017 and 2016 were as follows (dollars in millions): Huntsman Corporation Other Postretirement Defined Benefit Plans Benefit Plans Three months Three months ended ended March 31, March 31, 2017 2016 2017 2016 Service cost $ 17 $ 16 $ — $ 1 Interest cost 25 30 1 1 Expected return on assets (48) (47) — — Amortization of prior service benefit (2) (2) (2) (2) Amortization of actuarial loss 22 16 1 1 Net periodic benefit cost $ 14 $ 13 $ — $ 1 Huntsman International Other Postretirement Defined Benefit Plans Benefit Plans Three months Three months ended ended March 31, March 31, 2017 2016 2017 2016 Service cost $ 17 $ 16 $ — $ 1 Interest cost 25 30 1 1 Expected return on assets (48) (47) — — Amortization of prior service benefit (2) (2) (2) (2) Amortization of actuarial loss 24 18 1 1 Net periodic benefit cost $ 16 $ 15 $ — $ 1 During the three months ended March 31, 2017 and 2016, we made contributions to our pension and other postretirement benefit plans of $16 million and $20 million, respectively. During the remainder of 2017, we expect to contribute an additional amount of approximately $101 million to these plans.

COMMON STOCK DIVIDENDS

COMMON STOCK DIVIDENDS	3 Months Ended
	Mar. 31, 2017
COMMON STOCK DIVIDENDS
COMMON STOCK DIVIDENDS	11. COMMON STOCK DIVIDENDS During each of the three months ended March 31, 2017 and 2016, we paid dividends of $30 million, or $0.125 per share, to common stockholders.

OTHER COMPREHENSIVE INCOME (LOS

OTHER COMPREHENSIVE INCOME (LOSS)	3 Months Ended
	Mar. 31, 2017
OTHER COMPREHENSIVE INCOME (LOSS)
OTHER COMPREHENSIVE INCOME (LOSS)	12. 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 Pension and Other Foreign other comprehensive Amounts Amounts currency postretirement income of attributable to attributable to translation benefits unconsolidated noncontrolling Huntsman adjustment(a) adjustments(b) affiliates Other, net Total interests Corporation Beginning balance, January 1, 2017 $ (459) $ (1,275) $ 4 $ 23 $ (1,707) $ 36 $ (1,671) Other comprehensive (loss) income before reclassifications, gross 74 — — 2 76 (2) 74 Tax benefit 3 — — — 3 — 3 Amounts reclassified from accumulated other comprehensive loss, gross(c) — 19 — — 19 — 19 Tax expense — (1) — — (1) — (1) Net current-period other comprehensive (loss) income 77 18 — 2 97 (2) 95 Ending balance, March 31, 2017 $ (382) $ (1,257) $ 4 $ 25 $ (1,610) $ 34 $ (1,576) (a) Amounts are net of tax of $97 and $100 as of March 31, 2017 and January 1, 2017, respectively. (b) Amounts are net of tax of $176 and $177 as of March 31, 2017 and January 1, 2017, respectively. (c) See table below for details about these reclassifications. Pension and Other Foreign other comprehensive Amounts Amounts currency postretirement income of attributable to attributable to translation benefits unconsolidated noncontrolling Huntsman adjustment(a) adjustments(b) affiliates Other, net Total interests Corporation Beginning balance, January 1, 2016 $ (288) $ (1,056) $ 11 $ 17 $ (1,316) $ 28 $ (1,288) Other comprehensive income (loss) before reclassifications, gross 17 — (11) — 6 (2) 4 Tax benefit 10 — — — 10 — 10 Amounts reclassified from accumulated other comprehensive loss, gross(c) — 13 — — 13 — 13 Tax benefit — — — — — — — Net current-period other comprehensive income (loss) 27 13 (11) — 29 (2) 27 Ending balance, March 31, 2016 $ (261) $ (1,043) $ — $ 17 $ (1,287) $ 26 $ (1,261) (a) (b) (c) Three months ended March 31, 2017 2016 Amount reclassified Amount reclassified Affected line item in from accumulated from accumulated the statement Details about Accumulated Other other other where net income Comprehensive Loss Components(a): comprehensive loss comprehensive loss is presented Amortization of pension and other postretirement benefits: Prior service credit $ (4) $ (4) (b) Actuarial loss 23 17 (b)(c) 19 13 Total before tax (1) — Income tax expense Total reclassifications for the period $ 18 $ 13 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 10. Employee Benefit Plans.” (c) Amounts contain approximately $1 million of actuarial losses related to discontinued operations for both of the three months ended March 31, 2017 and 2016. Huntsman International Foreign Pension Other Other, net Total Amounts Amounts attributable to Huntsman International Beginning balance, January 1, 2017 $ (462) $ (1,286) $ 4 $ 17 $ (1,727) $ 36 $ (1,691) Other comprehensive (loss) income before reclassifications, gross 75 — — 2 77 (2) 75 Tax benefit 2 — — — 2 — 2 Amounts reclassified from accumulated other comprehensive loss, gross(c) — 21 — — 21 — 21 Tax benefit — (1) — — (1) — (1) Net current-period other comprehensive (loss) income 77 20 — 2 99 (2) 97 Ending balance, March 31, 2017 $ (385) $ (1,266) $ 4 $ 19 $ (1,628) $ 34 $ (1,594) (a) Amounts are net of tax of $84 and $86 as of March 31, 2017 and January 1, 2017, respectively. (b) Amounts are net of tax of $204 and $205 as of March 31, 2017 and January 1, 2017, respectively. (c) See table below for details about these reclassifications. Foreign Pension Other Other, net Total Amounts Amounts Beginning balance, January 1, 2016 $ (292) $ (1,074) $ 11 $ 11 $ (1,344) $ 28 $ (1,316) Other comprehensive income (loss) before reclassifications, gross 18 — (11) — 7 (2) 5 Tax benefit 10 — — — 10 — 10 Amounts reclassified from accumulated other comprehensive loss, gross(c) — 15 — — 15 — 15 Tax benefit — — — — — — — Net current-period other comprehensive income (loss) 28 15 (11) — 32 (2) 30 Ending balance, March 31, 2016 $ (264) $ (1,059) $ — $ 11 $ (1,312) $ 26 $ (1,286) (a) Amounts are net of tax of $66 and $76 as of March 31, 2016 and January 1, 2016, respectively. (b) Amounts are net of tax of $163 as of both March 31, 2016 and January 1, 2016. (c) See table below for details about these reclassifications. Three months ended March 31, 2017 2016 Amount reclassified Amount reclassified Affected line item in from accumulated from accumulated the statement Details about Accumulated Other other other where net income Comprehensive Loss Components(a): comprehensive loss comprehensive loss is presented Amortization of pension and other postretirement benefits: Prior service credit $ (4) $ (4) (b) Actuarial loss 25 19 (b)(c) 21 15 Total before tax (1) — Income tax expense Total reclassifications for the period $ 20 $ 15 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 10. Employee Benefit Plans.” (c) Amounts contain approximately $1 million of actuarial losses related to discontinued operations for both the three months ended March 31, 2017 and 2016.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	3 Months Ended
	Mar. 31, 2017
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES	13. 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 titanium dioxide sold in the U.S. between at least March 1, 2002 and the present. The other defendants named in this matter were DuPont, Kronos and Cristal (formerly Millennium). On August 28, 2012, the court certified a class consisting of all U.S. customers who purchased titanium dioxide directly from the defendants since February 1, 2003 (the “Direct Purchasers”). 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 condensed consolidated financial statements. On November 22, 2013, we were named as a defendant in a civil antitrust suit filed in the U.S. District Court for the District of Minnesota brought by a Direct Purchaser who opted out of the Direct Purchasers class litigation (the “Opt-Out Litigation”). On April 21, 2014, the court severed the claims against us from the other defendants sued and ordered our case transferred to the U.S. District Court for the Southern District of Texas. Subsequently, Kronos, another defendant, was also severed from the Minnesota case and claims against it were transferred and consolidated for trial with our case in the Southern District of Texas. On February 26, 2016, we reached an agreement to settle the Opt-Out Litigation and subsequently paid the settlement in an amount immaterial to our condensed consolidated 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 titanium dioxide (the “Indirect Purchasers”) making essentially the same allegations as did the Direct Purchasers. On October 14, 2014, plaintiffs filed their Second Amended Class Action Complaint narrowing the class of plaintiffs to those merchants and consumers of architectural coatings containing titanium dioxide. On August 11, 2015, the court granted our motion to dismiss the Indirect Purchasers litigation with leave to amend the complaint. A Third Amended Class Action Complaint was filed on September 29, 2015 further limiting the class to consumers of architectural paints. Plaintiffs have raised state antitrust claims under the laws of 15 states, consumer protection claims under the laws of 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. The parties are presently negotiating a settlement for an amount that would not be material to our condensed consolidated financial statements. 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. On January 13, 2017, we filed a motion to dismiss the Home Depot case, which remains pending. We do not expect this matter to have a material impact on our condensed consolidated financial statements. 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. 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 $165 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 $122 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 $122 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”). We denied the Banks’ indemnification demand for 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”). We denied the Banks’ indemnification demand for the Wisconsin Litigation and have made no accrual with respect to this matter. 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 on December 5, 2016, the court dismissed Deutsche Bank for lack of personal jurisdiction, but denied Credit Suisse's motion to dismiss. Subsequently, Credit Suisse asked the court to reconsider its decision or certify its judgment to the Seventh Circuit Court of Appeals for an immediate appeal, which remains pending. Other Proceedings We are a party to various other proceedings instituted by private plaintiffs, governmental authorities and others arising under provisions of applicable laws, including various environmental, products liability and other laws. Except as otherwise disclosed in this report, we do not believe that the outcome of any of these matters will have a material effect on our financial condition, results of operations or liquidity.

ENVIRONMENTAL, HEALTH AND SAFET

ENVIRONMENTAL, HEALTH AND SAFETY MATTERS	3 Months Ended
	Mar. 31, 2017
ENVIRONMENTAL, HEALTH AND SAFETY MATTERS
ENVIRONMENTAL, HEALTH AND SAFETY MATTERS	14. ENVIRONMENTAL, HEALTH AND SAFETY MATTERS EHS CAPITAL EXPENDITURES We may incur future costs for capital improvements and general compliance under environmental, health and safety (“EHS”) laws, including costs to acquire, maintain and repair pollution control equipment. For the three months ended March 31, 2017 and 2016, our capital expenditures for EHS matters totaled $7 million and $11 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 $35 million and $34 million for environmental liabilities as of March 31, 2017 and December 31, 2016, respectively. Of these amounts, $7 million was classified as accrued liabilities in each of our condensed consolidated balance sheets as of March 31, 2017 and December 31, 2016 and $28 million and $27 million were classified as other noncurrent liabilities in our condensed consolidated balance sheets for March 31, 2017 and December 31, 2016, 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 six 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 March 31, 2017, we had an accrued liability of approximately $15 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. 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 PLAN

STOCK-BASED COMPENSATION PLAN	3 Months Ended
	Mar. 31, 2017
STOCK-BASED COMPENSATION PLAN
STOCK-BASED COMPENSATION PLAN	15. 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 March 31, 2017, we were authorized to grant up to 8.2 million shares under the 2016 Stock Incentive Plan. As of March 31, 2017, 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 annually over a three-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 ended March 31, 2017 2016 Huntsman Corporation compensation cost $ 10 $ 8 Huntsman International compensation cost 9 7 The total income tax benefit recognized in the statements of operations for us and Huntsman International for stock-based compensation arrangements was $2 million each for the three months ended March 31, 2017 and 2016. STOCK OPTIONS The fair value of each stock option award is estimated on the date of grant using the Black‑Scholes valuation model that uses the assumptions noted in the following table. Expected volatilities are based on the historical volatility of our common stock through the grant date. The expected term of options granted was estimated based on the contractual term of the instruments and employees’ expected exercise and post‑vesting employment termination behavior. The risk‑free rate for periods within the contractual life of the option was based on the U.S. Treasury yield curve in effect at the time of grant. The assumptions noted below represent the weighted average of the assumptions utilized for stock options granted during the periods. Three months ended March 31, Dividend yield 2.4 % 5.6 % Expected volatility 56.9 % 57.9 % Risk-free interest rate 2.0 % 1.4 % Expected life of stock options granted during the period 5.9 years 5.9 years A summary of stock option activity under the 2016 Stock Incentive Plan and the Prior Plan as of March 31, 2017 and changes during the three months then ended is presented below: Weighted Weighted Average Average Remaining Aggregate Exercise Contractual Intrinsic Option Awards Shares Price Term Value (in thousands) (years) (in millions) Outstanding at January 1, 2017 11,245 $ 13.37 Granted 989 21.01 Exercised (1,633) 18.65 Forfeited (40) 19.30 Outstanding at March 31, 2017 10,561 13.25 6.3 $ 119 Exercisable at March 31, 2017 7,258 12.94 5.0 84 The weighted‑average grant‑date fair value of stock options granted during the three months ended March 31, 2017 was $9.25 per option. As of March 31, 2017, there was $16 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 2.3 years. The total intrinsic value of stock options exercised during the three months ended March 31, 2017 and 2016 was approximately $5 million and nil, respectively. Cash received from stock options exercised during the three months ended March 31, 2017 and 2016 was approximately $17 million and nil, respectively. The cash tax benefit from stock options exercised during the three months ended March 31, 2017 and 2016 was approximately $1 million and nil, respectively. 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 three months ended March 31, 2017 and 2016, the weighted-average expected volatility rate was 45.0% and 39.3%, respectively, and the weighted average risk-free interest rate was 1.5% and 0.9%, respectively. For the performance share unit awards granted in the three months ended March 31, 2017 and 2016, the number of shares earned varies based upon the Company achieving certain performance criteria over a three-year performance period. 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 three-year performance periods. A summary of the status of our nonvested shares as of March 31, 2017 and changes during the three months then ended is presented below: Equity Awards Liability Awards Weighted Weighted Average Average Grant- Date Grant-Date Shares Fair Value Shares Fair Value (in thousands) (in thousands) Nonvested at January 1, 2017 2,996 $ 13.36 912 $ 12.27 Granted 772 22.58 285 21.01 Vested (903) (1) 16.23 (363) 14.06 Forfeited (3) 20.94 (17) 11.40 Nonvested at March 31, 2017 2,862 14.94 817 14.55 (1) As of March 31, 2017, a total of 480,604 restricted stock units were vested but not yet issued, of which 25,704 vested during the three months ended March 31, 2017. These shares have not been reflected as vested shares in this table because, in accordance with the restricted stock unit agreements, shares of common stock are not issued for vested restricted stock units until termination of employment. As of March 31, 2017, there was $47 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 2.2 years. The value of share awards that vested during the three months ended March 31, 2017 and 2016 was $20 million and $15 million, respectively.

INCOME TAXES

INCOME TAXES	3 Months Ended
	Mar. 31, 2017
INCOME TAXES
INCOME TAXES	16. INCOME TAXES We use the asset and liability method of accounting for income taxes. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial and tax reporting purposes. We evaluate deferred tax assets to determine whether it is more likely than not that they will be realized. Valuation allowances are reviewed on an individual tax jurisdiction basis to analyze whether there is sufficient positive or negative evidence to support a change in judgment about the realizability of the related deferred tax assets. These conclusions require significant judgment. In evaluating the objective evidence that historical results provide, we consider the cyclicality of our businesses and cumulative income or losses during the applicable period. Cumulative losses incurred over the applicable period limits our ability to consider other subjective evidence such as our projections for the future. Changes in expected future income in applicable jurisdictions could affect the realization of deferred tax assets in those jurisdictions. During the three months ended March 31, 2017, we released a valuation allowance of $6 million on certain net deferred assets of our Polyurethanes business in Italy. On March 1, 2017, we demerged the Italian legal entity containing our Polyurethanes business from our combined Italian tax group. The historical and expected continued profitability of that Polyurethanes business resulted in the release of the associated valuation allowance. During the three months ended March 31, 2017 and 2016, for unrecognized tax benefits that impact tax expense, we recorded a net increase in unrecognized tax benefits and a corresponding income tax expense of $2 million and a net decrease in unrecognized benefits and a corresponding income tax benefit of $1 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 $23 million and $27 million for the three months ended March 31, 2017 and 2016, 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. Higher earnings in countries with valuation allowances and the release of the Italy valuation allowance resulted in a lower effective tax rate in the first quarter of 2017. Huntsman International Huntsman International recorded income tax expense of $23 million and $27 million for the three months ended March 31, 2017 and 2016, 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. Higher earnings in countries with valuation allowances and the release of the Italy valuation allowance resulted in a lower effective tax rate in the first quarter of 2017.

NET INCOME PER SHARE

NET INCOME PER SHARE	3 Months Ended
	Mar. 31, 2017
NET INCOME PER SHARE
NET INCOME PER SHARE	17. NET INCOME PER SHARE Basic income per share excludes dilution and is computed by dividing net income attributable to Huntsman Corporation common stockholders by the weighted average number of shares outstanding during the period. Diluted income per share reflects all potential dilutive common shares outstanding during the period and is computed by dividing net income available to Huntsman Corporation common stockholders by the weighted average number of shares outstanding during the period increased by the number of additional shares that would have been outstanding as dilutive securities. Basic and diluted income per share is determined using the following information (in millions): Three months ended March 31, 2017 2016 Numerator: Basic and diluted income from continuing operations: Income from continuing operations attributable to Huntsman Corporation $ 77 $ 57 Basic and diluted net income: Net income attributable to Huntsman Corporation $ 76 $ 56 Denominator: Weighted average shares outstanding 237.4 236.1 Dilutive shares: Stock-based awards 5.1 1.8 Total weighted average shares outstanding, including dilutive shares 242.5 237.9 Additional stock‑based awards of 2.2 million and 11.8 million weighted average equivalent shares of stock were outstanding during the three months ended March 31, 2017 and 2016, respectively. However, these stock‑based awards were not included in the computation of diluted earnings per share for the three months ended March 31, 2017 and 2016 because the effect would be anti‑dilutive.

OPERATING SEGMENT INFORMATION

OPERATING SEGMENT INFORMATION	3 Months Ended
	Mar. 31, 2017
OPERATING SEGMENT INFORMATION
OPERATING SEGMENT INFORMATION	18. OPERATING SEGMENT INFORMATION We derive our revenues, earnings and cash flows from the manufacture and sale of a wide variety of differentiated and commodity chemical products. We have five operating segments, which are also our reportable 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 ended March 31, 2017 2016 Revenues: Polyurethanes $ 953 $ 836 Performance Products 533 536 Advanced Materials 259 266 Textile Effects 188 185 Pigments and Additives 537 540 Corporate and eliminations (1) (8) Total $ 2,469 $ 2,355 Huntsman Corporation: Segment adjusted EBITDA(1): Polyurethanes $ 144 $ 131 Performance Products 84 92 Advanced Materials 54 60 Textile Effects 21 18 Pigments and Additives 69 15 Corporate and other(2) (43) (42) Total 329 274 Reconciliation of adjusted EBITDA to net income: Interest expense (48) (50) Income tax expense—continuing operations (23) (27) Income tax benefit—discontinued operations 1 1 Depreciation and amortization (106) (100) Net income attributable to noncontrolling interests 16 6 Other adjustments: Business acquisition and integration expenses (3) (9) EBITDA of discontinued operations (2) (2) Certain legal settlements and related expenses — (1) Amortization of pension and postretirement actuarial losses (22) (16) Net plant incident costs (5) (1) Restructuring, impairment and plant closing costs (36) (13) Business separation expenses (9) — Net income $ 92 $ 62 Three months ended March 31, 2017 2016 Huntsman International: Segment adjusted EBITDA(1): Polyurethanes $ 144 $ 131 Performance Products 84 92 Advanced Materials 54 60 Textile Effects 21 18 Pigments and Additives 69 15 Corporate and other(2) (41) (42) Total 331 274 Reconciliation of adjusted EBITDA to net income: Interest expense (51) (53) Income tax expense—continuing operations (23) (27) Income tax benefit—discontinued operations 1 1 Depreciation and amortization (104) (97) Net income attributable to noncontrolling interests 16 6 Other adjustments: Business acquisition and integration expenses (3) (9) EBITDA of discontinued operations (2) (2) Certain legal settlements and related expenses — (1) Amortization of pension and postretirement actuarial losses (24) (16) Net plant incident costs (5) (1) Restructuring, impairment and plant closing costs (36) (13) Business separation expenses (9) — Net income $ 91 $ 62 (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 recast 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 and integration expenses; (b) EBITDA from discontinued operations; (c) certain legal settlements and related expenses; (d) amortization of pension and postretirement actuarial losses; (e) net plant incident costs; (f) restructuring, impairment and plant closing costs; and (g) business separation expenses. (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 - HUNTSMAN INTERNATIONAL	3 Months Ended
	Mar. 31, 2017
CONDENSED CONSOLIDATING FINANCIAL INFORMATION - HUNTSMAN INTERNATIONAL
CONDENSED CONSOLIDATING FINANCIAL INFORMATION - HUNTSMAN INTERNATIONAL	19. CONDENSED CONSOLIDATING FINANCIAL INFORMATION OF HUNTSMAN INTERNATIONAL LLC The following unaudited condensed consolidating financial statements present, in separate columns, financial information for the following: Huntsman International (on a parent only basis), with its investment in subsidiaries recorded under the equity method; the Guarantors on a combined, and where appropriate, consolidated basis; and the Nonguarantors on a combined, and where appropriate, consolidated basis. Additional columns present eliminating adjustments and consolidated totals as of March 31, 2017 and December 31, 2016 and for the three months ended March 31, 2017 and 2016. There are no contractual restrictions limiting transfers of cash from the Guarantors to Huntsman International. Each of the Guarantors is 100% owned by Huntsman International and has fully and unconditionally guaranteed, subject to certain customary release provisions, Huntsman International’s outstanding notes on a joint and several basis. HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEETS AS OF MARCH 31, 2017 (In Millions) Consolidated Parent Huntsman Company Guarantors Nonguarantors Eliminations International LLC ASSETS Current assets: Cash and cash equivalents $ 44 $ 1 $ 409 $ — $ 454 Restricted cash — — 12 — 12 Accounts and notes receivable, net 30 100 1,336 5 1,471 Accounts receivable from affiliates 1,321 4,686 242 (5,887) 362 Inventories 93 297 1,100 (4) 1,486 Prepaid expenses 59 99 39 (135) 62 Other current assets 836 6 206 (744) 304 Total current assets 2,383 5,189 3,344 (6,765) 4,151 Property, plant and equipment, net 462 1,395 2,309 1 4,167 Investment in unconsolidated affiliates 6,112 1,737 250 (7,763) 336 Intangible assets, net 27 2 53 — 82 Goodwill (13) 82 53 — 122 Deferred income taxes 497 — 426 (511) 412 Notes receivable from affiliates 38 539 — (577) — Other noncurrent assets 75 176 263 — 514 Total assets $ 9,581 $ 9,120 $ 6,698 $ (15,615) $ 9,784 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ 55 $ 212 $ 853 $ 5 $ 1,125 Accounts payable to affiliates 3,742 790 1,431 (5,888) 75 Accrued liabilities 76 806 628 (881) 629 Note payable to affiliate 100 — — — 100 Current portion of debt 28 — 33 — 61 Total current liabilities 4,001 1,808 2,945 (6,764) 1,990 Long-term debt 3,786 — 375 — 4,161 Notes payable to affiliates 711 — 577 (577) 711 Deferred income taxes — 315 31 87 433 Other noncurrent liabilities 176 313 896 — 1,385 Total liabilities 8,674 2,436 4,824 (7,254) 8,680 Equity Huntsman International LLC members’ equity Members’ equity 3,235 4,560 3,403 (7,963) 3,235 Accumulated (deficit) income (734) 1,003 (143) (860) (734) Accumulated other comprehensive (loss) income (1,594) 1,121 (1,561) 440 (1,594) Total Huntsman International LLC members’ equity 907 6,684 1,699 (8,383) 907 Noncontrolling interests in subsidiaries — — 175 22 197 Total equity 907 6,684 1,874 (8,361) 1,104 Total liabilities and equity $ 9,581 $ 9,120 $ 6,698 $ (15,615) $ 9,784 HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEETS AS OF DECEMBER 31, 2016 (In Millions) Consolidated Parent Huntsman Company Guarantors Nonguarantors Eliminations International LLC ASSETS Current assets: Cash and cash equivalents $ 37 $ — $ 376 $ — $ 413 Restricted cash — — 11 — 11 Accounts and notes receivable, net 22 106 1,269 5 1,402 Accounts receivable from affiliates 1,351 4,672 315 (5,991) 347 Inventories 85 285 976 (2) 1,344 Prepaid expenses 68 144 43 (195) 60 Other current assets 820 5 185 (724) 286 Total current assets 2,383 5,212 3,175 (6,907) 3,863 Property, plant and equipment, net 463 1,422 2,305 — 4,190 Investment in unconsolidated affiliates 5,870 1,533 248 (7,319) 332 Intangible assets, net 28 3 35 — 66 Goodwill (12) 82 51 — 121 Deferred income taxes 515 — 408 (527) 396 Notes receivable from affiliates 37 530 — (567) — Other noncurrent assets 74 188 245 — 507 Total assets $ 9,358 $ 8,970 $ 6,467 $ (15,320) $ 9,475 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ 63 $ 186 $ 816 $ 5 $ 1,070 Accounts payable to affiliates 3,667 912 1,478 (5,991) 66 Accrued liabilities 87 807 640 (921) 613 Note payable to affiliate 100 — — — 100 Current portion of debt 30 — 30 — 60 Total current liabilities 3,947 1,905 2,964 (6,907) 1,909 Long-term debt 3,763 — 372 — 4,135 Notes payable to affiliates 696 — 568 (567) 697 Deferred income taxes 22 311 21 69 423 Other noncurrent liabilities 174 314 887 — 1,375 Total liabilities 8,602 2,530 4,812 (7,405) 8,539 Equity Huntsman International LLC members’ equity Members’ equity 3,226 4,568 3,390 (7,958) 3,226 Accumulated (deficit) income (779) 872 (239) (633) (779) Accumulated other comprehensive (loss) income (1,691) 1,000 (1,654) 654 (1,691) Total Huntsman International LLC members' equity 756 6,440 1,497 (7,937) 756 Noncontrolling interests in subsidiaries — — 158 22 180 Total equity 756 6,440 1,655 (7,915) 936 Total liabilities and equity $ 9,358 $ 8,970 $ 6,467 $ (15,320) $ 9,475 HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME THREE MONTHS ENDED MARCH 31, 2017 (In Millions) Consolidated Parent Huntsman Company Guarantors Nonguarantors Eliminations International LLC Revenues: Trade sales, services and fees, net $ 247 $ 635 $ 1,546 $ — $ 2,428 Related party sales 57 112 296 (424) 41 Total revenues 304 747 1,842 (424) 2,469 Cost of goods sold 247 653 1,524 (422) 2,002 Gross profit 57 94 318 (2) 467 Selling, general and administrative 49 44 133 — 226 Research and development 11 10 16 — 37 Restructuring, impairment and plant closing costs 1 3 32 — 36 Business separation expenses 9 — — — 9 Other operating expense (income), net 3 (16) 8 — (5) Operating (expense) income (16) 53 129 (2) 164 Interest (expense) income (50) 4 (5) — (51) Equity in income of investment in affiliates and subsidiaries 124 95 — (219) — Other income, net 1 — 1 — 2 Income from continuing operations before income taxes 59 152 125 (221) 115 Income tax benefit (expense) 16 (21) (18) — (23) Income from continuing operations 75 131 107 (221) 92 Loss from discontinued operations, net of tax — — (1) — (1) Net income 75 131 106 (221) 91 Net income attributable to noncontrolling interests — — (12) (4) (16) Net income attributable to Huntsman International LLC $ 75 $ 131 $ 94 $ (225) $ 75 Net income $ 75 $ 131 $ 106 $ (221) $ 91 Other comprehensive income 95 122 97 (215) 99 Comprehensive income attributable to noncontrolling interests — — (14) (4) (18) Comprehensive income attributable to Huntsman International LLC $ 170 $ 253 $ 189 $ (440) $ 172 HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME THREE MONTHS ENDED MARCH 31, 2016 (In Millions) Consolidated Parent Huntsman Company Guarantors Nonguarantors Eliminations International LLC Revenues: Trade sales, services and fees, net $ 251 $ 566 $ 1,504 $ — $ 2,321 Related party sales 53 104 269 (392) 34 Total revenues 304 670 1,773 (392) 2,355 Cost of goods sold 240 548 1,543 (393) 1,938 Gross profit 64 122 230 1 417 Selling, general and administrative 40 46 135 — 221 Research and development 11 11 15 — 37 Restructuring, impairment and plant closing costs — 4 9 — 13 Other operating expense (income), net 12 (7) — — 5 Operating income 1 68 71 1 141 Interest (expense) income (54) 8 (7) — (53) Equity in income of investment in affiliates and subsidiaries 92 44 1 (136) 1 Other income, net 1 — — — 1 Income from continuing operations before income taxes 40 120 65 (135) 90 Income tax benefit (expense) 15 (26) (16) — (27) Income from continuing operations 55 94 49 (135) 63 Income (loss) from discontinued operations, net of tax 1 — (2) — (1) Net income 56 94 47 (135) 62 Net income attributable to noncontrolling interests — — (3) (3) (6) Net income attributable to Huntsman International LLC $ 56 $ 94 $ 44 $ (138) $ 56 Net income $ 56 $ 94 $ 47 $ (135) $ 62 Other comprehensive income 30 55 50 (103) 32 Comprehensive income attributable to noncontrolling interests — — (5) (3) (8) Comprehensive income attributable to Huntsman International LLC $ 86 $ 149 $ 92 $ (241) $ 86 HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS THREE MONTHS ENDED MARCH 31, 2017 (In Millions) Consolidated Parent Huntsman Company Guarantors Nonguarantors Eliminations International LLC Net cash provided by operating activities $ 58 $ 17 $ 15 $ — $ 90 Investing activities: Capital expenditures (8) (9) (57) — (74) Insurance proceeds for recovery of property damage — — 54 — 54 Cash received from unconsolidated affiliates — 12 — — 12 Investment in affiliate (12) 3 — 9 — Investment in unconsolidated affiliates — (15) — — (15) Decrease in receivable from affiliate (7) — — — (7) Change in restricted cash — — (1) — (1) Other — — 1 — 1 Net cash used in investing activities (27) (9) (3) 9 (30) Financing activities: Repayments of short-term debt — — (6) — (6) Borrowings on short-term debt — — 2 — 2 Repayments of long-term debt (4) — (3) — (7) Proceeds from issuance of long-term debt — — 8 — 8 Proceeds from issuance of notes payable from affiliate 15 — — — 15 Repayments of notes payable (5) — — — (5) Dividends paid to noncontrolling interests — — — (3) (3) Contribution from noncontrolling interests — — 2 — 2 Contribution from parent — — 19 (19) — Distribution to parent — (7) (6) 13 — Dividends paid to parent (30) — — — (30) Net cash (used in) provided by financing activities (24) (7) 16 (9) (24) Effect of exchange rate changes on cash — — 5 — 5 Increase in cash and cash equivalents 7 1 33 — 41 Cash and cash equivalents at beginning of period 37 — 376 — 413 Cash and cash equivalents at end of period $ 44 $ 1 $ 409 $ — $ 454 HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS THREE MONTHS ENDED MARCH 31, 2016 (In Millions) Consolidated Parent Huntsman Company Guarantors Nonguarantors Eliminations International LLC Net cash provided by (used in) operating activities $ 55 $ 34 $ (3) $ 1 $ 87 Investing activities: Capital expenditures (6) (31) (62) — (99) Cash received from unconsolidated affiliates — 10 — — 10 Investment in affiliate (7) 2 — 5 — Investment in unconsolidated affiliates — (11) (1) — (12) Increase in receivable from affiliate (2) — — — (2) Change in restricted cash — — 2 — 2 Other, net — — (1) — (1) Net cash used in investing activities (15) (30) (62) 5 (102) Financing activities: Net borrowings under revolving loan facilities — — 45 — 45 Repayments of short-term debt — — (12) — (12) Borrowings on short-term debt — — 4 — 4 Repayments of long-term debt (16) — (11) — (27) Proceeds of notes payable to affiliate — — 6 (6) — Repayments of notes payable (9) — — — (9) Borrowings on notes payable 2 — — — 2 Contribution from parent — 2 7 (9) — Distribution to parent — (7) (6) 13 — Dividends paid to noncontrolling interests — — (5) (4) (9) Dividends paid to parent (30) — — — (30) Net cash (used in) provided by financing activities (53) (5) 28 (6) (36) Effect of exchange rate changes on cash — — 2 — 2 Decrease in cash and cash equivalents (13) (1) (35) — (49) Cash and cash equivalents at beginning of period 44 1 212 — 257 Cash and cash equivalents at end of period $ 31 $ — $ 177 $ — $ 208

GENERAL (Policies)

GENERAL (Policies)	3 Months Ended
	Mar. 31, 2017
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 U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

INVENTORIES (Tables)

INVENTORIES (Tables)	3 Months Ended
	Mar. 31, 2017
INVENTORIES
Schedule of components of inventory	Inventories consisted of the following (dollars in millions): March 31, December 31, 2017 2016 Raw materials and supplies $ 329 $ 291 Work in progress 91 91 Finished goods 1,123 1,017 Total 1,543 1,399 LIFO reserves (57) (55) Net inventories $ 1,486 $ 1,344

VARIABLE INTEREST ENTITIES (Tab

VARIABLE INTEREST ENTITIES (Tables)	3 Months Ended
	Mar. 31, 2017
Rubicon LLC, Pacific Iron Products, Arabian Amines, Sasol Huntsman GmbH, Co. KG and Viance
Identification of variable interest entities through investments and transactions
Schedule of financial information of VIE's	The following table summarizes the carrying amount of our variable interest entities’ assets and liabilities included in our condensed consolidated balance sheets, before intercompany eliminations, as of March 31, 2017 and our consolidated balance sheets as of December 31, 2016 (dollars in millions): March 31, December 31, 2017 2016 Current assets $ 121 $ 117 Property, plant and equipment, net 279 284 Other noncurrent assets 113 98 Deferred income taxes 43 43 Intangible assets 32 31 Goodwill 13 12 Total assets $ 601 $ 585 Current liabilities $ 188 $ 172 Long-term debt 106 116 Deferred income taxes 10 10 Other noncurrent liabilities 77 76 Total liabilities $ 381 $ 374 The revenues, income from continuing operations before income taxes and net cash provided by operating activities for our variable interest entities for the three months ended March 31, 2017 and 2016 are as follows (dollars in millions): March 31, March 31, 2017 2016 Revenues $ 64 $ 52 Income from continuing operations before income taxes 11 9 Net cash provided by operating activities 18 19

RESTRUCTURING, IMPAIRMENT AND31

RESTRUCTURING, IMPAIRMENT AND PLANT CLOSING COSTS (Tables)	3 Months Ended
	Mar. 31, 2017
RESTRUCTURING, IMPAIRMENT AND PLANT CLOSING COSTS
Schedule of accrued restructuring, impairment and plant closing costs by type of cost and initiative	As of March 31, 2017 and December 31, 2016, accrued restructuring costs by type of cost and initiative consisted of the following (dollars in millions): Non-cancelable Other Workforce Demolition and lease and contract restructuring reductions(1) decommissioning termination costs costs Total(2) Accrued liabilities as of January 1, 2017 $ 26 $ 18 $ 42 $ 5 $ 91 2017 charges for 2016 and prior initiatives 1 2 1 4 8 2017 charges for 2017 initiatives 25 — — — 25 Distribution of prefunded restructuring costs (1) — — — (1) 2017 payments for 2016 and prior initiatives (6) (5) (2) (5) (18) Net activity of discontinued operations — — (1) — (1) Foreign currency effect on liability balance — 1 2 — 3 Accrued liabilities as of March 31, 2017 $ 45 $ 16 $ 42 $ 4 $ 107 (1) The workforce reduction reserves relate to the termination of 486 positions, of which 432 positions had not been terminated as of March 31, 2017. (2) Accrued liabilities by initiatives were as follows (dollars in millions): March 31, December 31, 2017 2016 2015 and prior initiatives $ 81 $ 88 2016 initiatives 1 3 2017 initiatives 25 — Total $ 107 $ 91
Schedule of accrued liabilities by year of initiatives	(1) Accrued liabilities by initiatives were as follows (dollars in millions): March 31, December 31, 2017 2016 2015 and prior initiatives $ 81 $ 88 2016 initiatives 1 3 2017 initiatives 25 — Total $ 107 $ 91
Schedule of 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): Performance Advanced Textile Pigments Discontinued Corporate Polyurethanes Products Materials Effects and Additives Operations and other Total Accrued liabilities as of January 1, 2017 $ 2 $ — $ 3 $ 61 $ 21 $ 2 $ 2 $ 91 2017 charges for 2016 and prior initiatives — — — 3 5 — — 8 2017 charges for 2017 initiatives — — — 6 19 — — 25 Distribution of prefunded restructuring costs — — — — (1) — — (1) 2017 payments for 2016 and prior initiatives (1) — — (7) (10) — — (18) Net activity of discontinued operations — — — — — (1) — (1) Foreign currency effect on liability balance — — 1 2 — — — 3 Accrued liabilities as of March 31, 2017 $ 1 $ — $ 4 65 $ 34 $ 1 $ 2 $ 107 Current portion of restructuring reserves $ 1 $ — $ 2 $ 26 $ 30 $ 1 $ 2 $ 62 Long-term portion of restructuring reserves — — 2 39 4 — — 45
Schedule of cash and noncash restructuring charges by initiative	Details with respect to cash and noncash restructuring charges for the three months ended March 31, 2017 and 2016 by initiative are provided below (dollars in millions): Three months ended March 31, 2017 Cash charges: 2017 charges for 2016 and prior initiatives $ 8 2017 charges for 2017 initiatives 25 Accelerated depreciation 1 Other non-cash charges 2 Total 2017 Restructuring, Impairment and Plant Closing Costs $ 36 Three months ended March 31, 2016 Cash charges: 2016 charges for 2015 and prior initiatives $ 9 Reversal of reserves no longer required (1) Accelerated depreciation 4 Other non-cash charges 1 Total 2016 Restructuring, Impairment and Plant Closing Costs $ 13

DEBT (Tables)

DEBT (Tables)	3 Months Ended
	Mar. 31, 2017
Debt
Schedule of outstanding debt	March 31, December 31, 2017 2016 Senior Credit Facilities: Term loans $ 1,965 $ 1,967 Amounts outstanding under A/R programs 213 208 Senior notes 1,841 1,812 Variable interest entities 125 128 Other 78 80 Total debt—excluding debt to affiliates $ 4,222 $ 4,195 Total current portion of debt $ 61 $ 60 Long-term portion 4,161 4,135 Total debt—excluding debt to affiliates $ 4,222 $ 4,195 Total debt—excluding debt to affiliates $ 4,222 $ 4,195 Notes payable to affiliates-noncurrent — 1 Total debt $ 4,222 $ 4,196
Huntsman International
Debt
Schedule of outstanding debt	March 31, December 31, 2017 2016 Senior Credit Facilities: Term loans $ 1,965 $ 1,967 Amounts outstanding under A/R programs 213 208 Senior notes 1,841 1,812 Variable interest entities 125 128 Other 78 80 Total debt—excluding debt to affiliates $ 4,222 $ 4,195 Total current portion of debt $ 61 $ 60 Long-term portion 4,161 4,135 Total debt—excluding debt to affiliates $ 4,222 $ 4,195 Total debt—excluding debt to affiliates $ 4,222 $ 4,195 Notes payable to affiliates-current 100 100 Notes payable to affiliates-noncurrent 711 697 Total debt $ 5,033 $ 4,992
Schedule of Senior Credit Facilities	As of March 31, 2017, our senior credit facilities (“Senior Credit Facilities”) consisted of our Revolving Facility, our 2021 Term Loan B and our 2023 Term Loan as follows: (dollars in millions): Unamortized Discounts and Committed Principal Debt Issuance Carrying Facility Amount Outstanding Costs Value Interest Rate(3) Maturity Revolving Facility $ 650 $ — (1) $ — (1) $ — (1) USD LIBOR plus 2.75% 2015 Extended Term Loan B N/A 306 (1) 305 USD LIBOR plus 3.00% 2021 Term Loan B N/A 348 (11) 337 USD LIBOR plus 2.75%(2) 2023 Term Loan B N/A 1,368 (45) 1,323 USD LIBOR plus 3.00%(2) (1) We had no borrowings outstanding under our Revolving Facility; we had approximately $16 million (U.S. dollar equivalents) of letters of credit and bank guarantees issued and outstanding under our Revolving Facility. (2) The 2021 Term Loan B and the 2023 Term Loan B are subject to a 0.75% LIBOR floor. (3) The applicable interest rate of the Revolving Facility is subject to certain secured leverage ratio thresholds. As of March 31, 2017, 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 March 31, 2017 was as follows (monetary amounts in millions): Maximum Funding Amount Facility Maturity Availability(1) Outstanding 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 (approximately $242) (approximately $123) Applicable rate plus 1.10% (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 March 31, 2017, we had approximately $7 million (U.S. dollar equivalents) of letters of credit issued and outstanding under our U.S. A/R Program.

FAIR VALUE (Tables)

FAIR VALUE (Tables)	3 Months Ended
	Mar. 31, 2017
FAIR VALUE
Schedule of fair values of financial instruments	The fair values of financial instruments were as follows (dollars in millions): March 31, 2017 December 31, 2016 Carrying Estimated Carrying Estimated Value Fair Value Value Fair Value Non-qualified employee benefit plan investments $ 28 $ 28 $ 27 $ 27 Investments in equity securities 18 18 18 18 Cross-currency interest rate contracts 29 29 29 29 Interest rate contracts (1) (1) (2) (2) Long-term debt (including current portion) (4,222) (4,411) (4,195) (4,368)
Schedule of 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 Quoted prices Significant other Significant in active markets observable unobservable March 31, for identical inputs inputs Description 2017 assets (Level 1)(3) (Level 2)(3) (Level 3) Assets: Available-for sale equity securities: Non-qualified employee benefit plan investments $ 28 $ 28 $ — $ — Investments in equity securities 18 18 — — Derivatives: Cross-currency interest rate contracts(1) 29 — — 29 Total assets $ 75 $ 46 $ — $ 29 Liabilities: Derivatives: Interest rate contracts(2) $ (1) $ — $ (1) $ — Fair Value Amounts Using Quoted prices Significant other Significant in active markets observable unobservable December 31, for identical inputs inputs Description 2016 assets (Level 1)(3) (Level 2)(3) (Level 3) Assets: Available-for sale equity securities: Non-qualified employee benefit plan investments $ 27 $ 27 $ — $ — Investments in equity securities 18 18 — — Derivatives: Cross-currency interest rate contracts(1) 29 — — 29 Total assets $ 74 $ 45 $ — $ 29 Liabilities: Derivatives: Interest rate contracts(2) $ (2) $ — $ (2) $ — (1) The income approach is used to calculate the fair value of these instruments. Fair value represents the present value of estimated future cash flows, calculated using relevant interest rates, exchange rates, and yield curves at stated intervals. There were no material changes to the valuation methods or assumptions used to determine the fair value during the current period. 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. (2) The income approach is used to calculate the fair value of these instruments. Fair value represents the present value of estimated future cash flows, calculated using relevant interest rates and yield curves at stated intervals. There were no material changes to the valuation methods or assumptions used to determine the fair value during the current period. (3) There were no transfers between Levels 1 and 2 within the fair value hierarchy during the three months ended March 31, 2017 and the year ended December 31, 2016.
Schedule of reconciliation of beginning and ending balances for instruments measured at fair value on a recurring basis using significant unobservable inputs (Level 3)	The following table shows a reconciliation of beginning and ending balances for the three months ended March 31, 2017 and 2016 for instruments measured at fair value on a recurring basis using significant unobservable inputs (Level 3) (dollars in millions). Cross-Currency Interest Rate Contracts Fair Value Measurements Using Significant Unobservable Inputs (Level 3) Beginning balance, January 1, 2017 $ 29 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, March 31, 2017 $ 29 The amount of total gains (losses) for the period included in earnings attributable to the change in unrealized gains (losses) relating to assets still held at March 31, 2017 $ — Cross-Currency Interest Rate Contracts Fair Value Measurements Using Significant Unobservable Inputs (Level 3) Beginning balance, January 1, 2016 $ 28 Transfers into Level 3 — Transfers out of Level 3 — Total (losses) gains: Included in earnings — Included in other comprehensive income (loss) (8) Purchases, sales, issuances and settlements — Ending balance, March 31, 2016 $ 20 The amount of total gains (losses) for the period included in earnings attributable to the change in unrealized gains (losses) relating to assets still held at March 31, 2016 $ —
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): Other Interest comprehensive 2017 expense income (loss) Total net gains included in earnings $ — $ — Changes in unrealized losses relating to assets still held at March 31, 2017 — — Other Interest comprehensive 2016 expense income (loss) Total net gains included in earnings $ — $ — Changes in unrealized losses relating to assets still held at March 31, 2016 — (8)

EMPLOYEE BENEFIT PLANS (Tables)

EMPLOYEE BENEFIT PLANS (Tables)	3 Months Ended
	Mar. 31, 2017
EMPLOYEE BENEFIT PLANS
Components of the net periodic benefit costs	Other Postretirement Defined Benefit Plans Benefit Plans Three months Three months ended ended March 31, March 31, 2017 2016 2017 2016 Service cost $ 17 $ 16 $ — $ 1 Interest cost 25 30 1 1 Expected return on assets (48) (47) — — Amortization of prior service benefit (2) (2) (2) (2) Amortization of actuarial loss 22 16 1 1 Net periodic benefit cost $ 14 $ 13 $ — $ 1
Huntsman International
EMPLOYEE BENEFIT PLANS
Components of the net periodic benefit costs	Other Postretirement Defined Benefit Plans Benefit Plans Three months Three months ended ended March 31, March 31, 2017 2016 2017 2016 Service cost $ 17 $ 16 $ — $ 1 Interest cost 25 30 1 1 Expected return on assets (48) (47) — — Amortization of prior service benefit (2) (2) (2) (2) Amortization of actuarial loss 24 18 1 1 Net periodic benefit cost $ 16 $ 15 $ — $ 1

OTHER COMPREHENSIVE INCOME (L35

OTHER COMPREHENSIVE INCOME (LOSS) (Tables)	3 Months Ended
	Mar. 31, 2017
OTHER COMPREHENSIVE INCOME (LOSS)
Schedule of other comprehensive 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 Pension and Other Foreign other comprehensive Amounts Amounts currency postretirement income of attributable to attributable to translation benefits unconsolidated noncontrolling Huntsman adjustment(a) adjustments(b) affiliates Other, net Total interests Corporation Beginning balance, January 1, 2017 $ (459) $ (1,275) $ 4 $ 23 $ (1,707) $ 36 $ (1,671) Other comprehensive (loss) income before reclassifications, gross 74 — — 2 76 (2) 74 Tax benefit 3 — — — 3 — 3 Amounts reclassified from accumulated other comprehensive loss, gross(c) — 19 — — 19 — 19 Tax expense — (1) — — (1) — (1) Net current-period other comprehensive (loss) income 77 18 — 2 97 (2) 95 Ending balance, March 31, 2017 $ (382) $ (1,257) $ 4 $ 25 $ (1,610) $ 34 $ (1,576) (a) Amounts are net of tax of $97 and $100 as of March 31, 2017 and January 1, 2017, respectively. (b) Amounts are net of tax of $176 and $177 as of March 31, 2017 and January 1, 2017, respectively. (c) See table below for details about these reclassifications. Pension and Other Foreign other comprehensive Amounts Amounts currency postretirement income of attributable to attributable to translation benefits unconsolidated noncontrolling Huntsman adjustment(a) adjustments(b) affiliates Other, net Total interests Corporation Beginning balance, January 1, 2016 $ (288) $ (1,056) $ 11 $ 17 $ (1,316) $ 28 $ (1,288) Other comprehensive income (loss) before reclassifications, gross 17 — (11) — 6 (2) 4 Tax benefit 10 — — — 10 — 10 Amounts reclassified from accumulated other comprehensive loss, gross(c) — 13 — — 13 — 13 Tax benefit — — — — — — — Net current-period other comprehensive income (loss) 27 13 (11) — 29 (2) 27 Ending balance, March 31, 2016 $ (261) $ (1,043) $ — $ 17 $ (1,287) $ 26 $ (1,261) (a) (b) (c)
Schedule of details about reclassifications from other comprehensive loss	Three months ended March 31, 2017 2016 Amount reclassified Amount reclassified Affected line item in from accumulated from accumulated the statement Details about Accumulated Other other other where net income Comprehensive Loss Components(a): comprehensive loss comprehensive loss is presented Amortization of pension and other postretirement benefits: Prior service credit $ (4) $ (4) (b) Actuarial loss 23 17 (b)(c) 19 13 Total before tax (1) — Income tax expense Total reclassifications for the period $ 18 $ 13 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 10. Employee Benefit Plans.” (c) Amounts contain approximately $1 million of actuarial losses related to discontinued operations for both of the three months ended March 31, 2017 and 2016.
Huntsman International
OTHER COMPREHENSIVE INCOME (LOSS)
Schedule of other comprehensive loss	Foreign Pension Other Other, net Total Amounts Amounts attributable to Huntsman International Beginning balance, January 1, 2017 $ (462) $ (1,286) $ 4 $ 17 $ (1,727) $ 36 $ (1,691) Other comprehensive (loss) income before reclassifications, gross 75 — — 2 77 (2) 75 Tax benefit 2 — — — 2 — 2 Amounts reclassified from accumulated other comprehensive loss, gross(c) — 21 — — 21 — 21 Tax benefit — (1) — — (1) — (1) Net current-period other comprehensive (loss) income 77 20 — 2 99 (2) 97 Ending balance, March 31, 2017 $ (385) $ (1,266) $ 4 $ 19 $ (1,628) $ 34 $ (1,594) (a) Amounts are net of tax of $84 and $86 as of March 31, 2017 and January 1, 2017, respectively. (b) Amounts are net of tax of $204 and $205 as of March 31, 2017 and January 1, 2017, respectively. (c) See table below for details about these reclassifications. Foreign Pension Other Other, net Total Amounts Amounts Beginning balance, January 1, 2016 $ (292) $ (1,074) $ 11 $ 11 $ (1,344) $ 28 $ (1,316) Other comprehensive income (loss) before reclassifications, gross 18 — (11) — 7 (2) 5 Tax benefit 10 — — — 10 — 10 Amounts reclassified from accumulated other comprehensive loss, gross(c) — 15 — — 15 — 15 Tax benefit — — — — — — — Net current-period other comprehensive income (loss) 28 15 (11) — 32 (2) 30 Ending balance, March 31, 2016 $ (264) $ (1,059) $ — $ 11 $ (1,312) $ 26 $ (1,286) (a) Amounts are net of tax of $66 and $76 as of March 31, 2016 and January 1, 2016, respectively. (b) Amounts are net of tax of $163 as of both March 31, 2016 and January 1, 2016. (c) See table below for details about these reclassifications.
Schedule of details about reclassifications from other comprehensive loss	Three months ended March 31, 2017 2016 Amount reclassified Amount reclassified Affected line item in from accumulated from accumulated the statement Details about Accumulated Other other other where net income Comprehensive Loss Components(a): comprehensive loss comprehensive loss is presented Amortization of pension and other postretirement benefits: Prior service credit $ (4) $ (4) (b) Actuarial loss 25 19 (b)(c) 21 15 Total before tax (1) — Income tax expense Total reclassifications for the period $ 20 $ 15 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 10. Employee Benefit Plans.” (c) Amounts contain approximately $1 million of actuarial losses related to discontinued operations for both the three months ended March 31, 2017 and 2016.

STOCK-BASED COMPENSATION PLAN (

STOCK-BASED COMPENSATION PLAN (Tables)	3 Months Ended
	Mar. 31, 2017
STOCK-BASED COMPENSATION PLAN
Schedule of 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 ended March 31, 2017 2016 Huntsman Corporation compensation cost $ 10 $ 8 Huntsman International compensation cost 9 7
Schedule of assumptions used to calculate fair value of each stock option award estimated on the date of grant using the Black-Scholes valuation model	Three months ended March 31, Dividend yield 2.4 % 5.6 % Expected volatility 56.9 % 57.9 % Risk-free interest rate 2.0 % 1.4 % Expected life of stock options granted during the period 5.9 years 5.9 years
Summary of stock option activity under the Stock Incentive Plan	Weighted Weighted Average Average Remaining Aggregate Exercise Contractual Intrinsic Option Awards Shares Price Term Value (in thousands) (years) (in millions) Outstanding at January 1, 2017 11,245 $ 13.37 Granted 989 21.01 Exercised (1,633) 18.65 Forfeited (40) 19.30 Outstanding at March 31, 2017 10,561 13.25 6.3 $ 119 Exercisable at March 31, 2017 7,258 12.94 5.0 84
Summary of status of nonvested shares	Equity Awards Liability Awards Weighted Weighted Average Average Grant- Date Grant-Date Shares Fair Value Shares Fair Value (in thousands) (in thousands) Nonvested at January 1, 2017 2,996 $ 13.36 912 $ 12.27 Granted 772 22.58 285 21.01 Vested (903) (1) 16.23 (363) 14.06 Forfeited (3) 20.94 (17) 11.40 Nonvested at March 31, 2017 2,862 14.94 817 14.55 (1) As of March 31, 2017, a total of 480,604 restricted stock units were vested but not yet issued, of which 25,704 vested during the three months ended March 31, 2017. These shares have not been reflected as vested shares in this table because, in accordance with the restricted stock unit agreements, shares of common stock are not issued for vested restricted stock units until termination of employment.

NET INCOME PER SHARE (Tables)

NET INCOME PER SHARE (Tables)	3 Months Ended
	Mar. 31, 2017
NET INCOME PER SHARE
Schedule of basic and diluted income per share	Basic and diluted income per share is determined using the following information (in millions): Three months ended March 31, 2017 2016 Numerator: Basic and diluted income from continuing operations: Income from continuing operations attributable to Huntsman Corporation $ 77 $ 57 Basic and diluted net income: Net income attributable to Huntsman Corporation $ 76 $ 56 Denominator: Weighted average shares outstanding 237.4 236.1 Dilutive shares: Stock-based awards 5.1 1.8 Total weighted average shares outstanding, including dilutive shares 242.5 237.9

OPERATING SEGMENT INFORMATION (

OPERATING SEGMENT INFORMATION (Tables)	3 Months Ended
	Mar. 31, 2017
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 EBITDA for each of our reportable operating segments are as follows (dollars in millions): Three months ended March 31, 2017 2016 Revenues: Polyurethanes $ 953 $ 836 Performance Products 533 536 Advanced Materials 259 266 Textile Effects 188 185 Pigments and Additives 537 540 Corporate and eliminations (1) (8) Total $ 2,469 $ 2,355 Huntsman Corporation: Segment adjusted EBITDA(1): Polyurethanes $ 144 $ 131 Performance Products 84 92 Advanced Materials 54 60 Textile Effects 21 18 Pigments and Additives 69 15 Corporate and other(2) (43) (42) Total 329 274 Reconciliation of adjusted EBITDA to net income: Interest expense (48) (50) Income tax expense—continuing operations (23) (27) Income tax benefit—discontinued operations 1 1 Depreciation and amortization (106) (100) Net income attributable to noncontrolling interests 16 6 Other adjustments: Business acquisition and integration expenses (3) (9) EBITDA of discontinued operations (2) (2) Certain legal settlements and related expenses — (1) Amortization of pension and postretirement actuarial losses (22) (16) Net plant incident costs (5) (1) Restructuring, impairment and plant closing costs (36) (13) Business separation expenses (9) — Net income $ 92 $ 62 (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	Three months ended March 31, 2017 2016 Huntsman International: Segment adjusted EBITDA(1): Polyurethanes $ 144 $ 131 Performance Products 84 92 Advanced Materials 54 60 Textile Effects 21 18 Pigments and Additives 69 15 Corporate and other(2) (41) (42) Total 331 274 Reconciliation of adjusted EBITDA to net income: Interest expense (51) (53) Income tax expense—continuing operations (23) (27) Income tax benefit—discontinued operations 1 1 Depreciation and amortization (104) (97) Net income attributable to noncontrolling interests 16 6 Other adjustments: Business acquisition and integration expenses (3) (9) EBITDA of discontinued operations (2) (2) Certain legal settlements and related expenses — (1) Amortization of pension and postretirement actuarial losses (24) (16) Net plant incident costs (5) (1) Restructuring, impairment and plant closing costs (36) (13) Business separation expenses (9) — Net income $ 91 $ 62 (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 - HUNTSMAN INTERNATIONAL (Tables)	3 Months Ended
	Mar. 31, 2017
CONDENSED CONSOLIDATING FINANCIAL INFORMATION - HUNTSMAN INTERNATIONAL
CONDENSED CONSOLIDATING BALANCE SHEETS	AS OF MARCH 31, 2017 (In Millions) Consolidated Parent Huntsman Company Guarantors Nonguarantors Eliminations International LLC ASSETS Current assets: Cash and cash equivalents $ 44 $ 1 $ 409 $ — $ 454 Restricted cash — — 12 — 12 Accounts and notes receivable, net 30 100 1,336 5 1,471 Accounts receivable from affiliates 1,321 4,686 242 (5,887) 362 Inventories 93 297 1,100 (4) 1,486 Prepaid expenses 59 99 39 (135) 62 Other current assets 836 6 206 (744) 304 Total current assets 2,383 5,189 3,344 (6,765) 4,151 Property, plant and equipment, net 462 1,395 2,309 1 4,167 Investment in unconsolidated affiliates 6,112 1,737 250 (7,763) 336 Intangible assets, net 27 2 53 — 82 Goodwill (13) 82 53 — 122 Deferred income taxes 497 — 426 (511) 412 Notes receivable from affiliates 38 539 — (577) — Other noncurrent assets 75 176 263 — 514 Total assets $ 9,581 $ 9,120 $ 6,698 $ (15,615) $ 9,784 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ 55 $ 212 $ 853 $ 5 $ 1,125 Accounts payable to affiliates 3,742 790 1,431 (5,888) 75 Accrued liabilities 76 806 628 (881) 629 Note payable to affiliate 100 — — — 100 Current portion of debt 28 — 33 — 61 Total current liabilities 4,001 1,808 2,945 (6,764) 1,990 Long-term debt 3,786 — 375 — 4,161 Notes payable to affiliates 711 — 577 (577) 711 Deferred income taxes — 315 31 87 433 Other noncurrent liabilities 176 313 896 — 1,385 Total liabilities 8,674 2,436 4,824 (7,254) 8,680 Equity Huntsman International LLC members’ equity Members’ equity 3,235 4,560 3,403 (7,963) 3,235 Accumulated (deficit) income (734) 1,003 (143) (860) (734) Accumulated other comprehensive (loss) income (1,594) 1,121 (1,561) 440 (1,594) Total Huntsman International LLC members’ equity 907 6,684 1,699 (8,383) 907 Noncontrolling interests in subsidiaries — — 175 22 197 Total equity 907 6,684 1,874 (8,361) 1,104 Total liabilities and equity $ 9,581 $ 9,120 $ 6,698 $ (15,615) $ 9,784 AS OF MARCH 31, 2016 (In Millions) Consolidated Parent Huntsman Company Guarantors Nonguarantors Eliminations International LLC ASSETS Current assets: Cash and cash equivalents $ 37 $ — $ 376 $ — $ 413 Restricted cash — — 11 — 11 Accounts and notes receivable, net 22 106 1,269 5 1,402 Accounts receivable from affiliates 1,351 4,672 315 (5,991) 347 Inventories 85 285 976 (2) 1,344 Prepaid expenses 68 144 43 (195) 60 Other current assets 820 5 185 (724) 286 Total current assets 2,383 5,212 3,175 (6,907) 3,863 Property, plant and equipment, net 463 1,422 2,305 — 4,190 Investment in unconsolidated affiliates 5,870 1,533 248 (7,319) 332 Intangible assets, net 28 3 35 — 66 Goodwill (12) 82 51 — 121 Deferred income taxes 515 — 408 (527) 396 Notes receivable from affiliates 37 530 — (567) — Other noncurrent assets 74 188 245 — 507 Total assets $ 9,358 $ 8,970 $ 6,467 $ (15,320) $ 9,475 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ 63 $ 186 $ 816 $ 5 $ 1,070 Accounts payable to affiliates 3,667 912 1,478 (5,991) 66 Accrued liabilities 87 807 640 (921) 613 Note payable to affiliate 100 — — — 100 Current portion of debt 30 — 30 — 60 Total current liabilities 3,947 1,905 2,964 (6,907) 1,909 Long-term debt 3,763 — 372 — 4,135 Notes payable to affiliates 696 — 568 (567) 697 Deferred income taxes 22 311 21 69 423 Other noncurrent liabilities 174 314 887 — 1,375 Total liabilities 8,602 2,530 4,812 (7,405) 8,539 Equity Huntsman International LLC members’ equity Members’ equity 3,226 4,568 3,390 (7,958) 3,226 Accumulated (deficit) income (779) 872 (239) (633) (779) Accumulated other comprehensive (loss) income (1,691) 1,000 (1,654) 654 (1,691) Total Huntsman International LLC members' equity 756 6,440 1,497 (7,937) 756 Noncontrolling interests in subsidiaries — — 158 22 180 Total equity 756 6,440 1,655 (7,915) 936 Total liabilities and equity $ 9,358 $ 8,970 $ 6,467 $ (15,320) $ 9,475
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME	THREE MONTHS ENDED MARCH 31, 2017 (In Millions) Consolidated Parent Huntsman Company Guarantors Nonguarantors Eliminations International LLC Revenues: Trade sales, services and fees, net $ 247 $ 635 $ 1,546 $ — $ 2,428 Related party sales 57 112 296 (424) 41 Total revenues 304 747 1,842 (424) 2,469 Cost of goods sold 247 653 1,524 (422) 2,002 Gross profit 57 94 318 (2) 467 Selling, general and administrative 49 44 133 — 226 Research and development 11 10 16 — 37 Restructuring, impairment and plant closing costs 1 3 32 — 36 Business separation expenses 9 — — — 9 Other operating expense (income), net 3 (16) 8 — (5) Operating (expense) income (16) 53 129 (2) 164 Interest (expense) income (50) 4 (5) — (51) Equity in income of investment in affiliates and subsidiaries 124 95 — (219) — Other income, net 1 — 1 — 2 Income from continuing operations before income taxes 59 152 125 (221) 115 Income tax benefit (expense) 16 (21) (18) — (23) Income from continuing operations 75 131 107 (221) 92 Loss from discontinued operations, net of tax — — (1) — (1) Net income 75 131 106 (221) 91 Net income attributable to noncontrolling interests — — (12) (4) (16) Net income attributable to Huntsman International LLC $ 75 $ 131 $ 94 $ (225) $ 75 Net income $ 75 $ 131 $ 106 $ (221) $ 91 Other comprehensive income 95 122 97 (215) 99 Comprehensive income attributable to noncontrolling interests — — (14) (4) (18) Comprehensive income attributable to Huntsman International LLC $ 170 $ 253 $ 189 $ (440) $ 172 THREE MONTHS ENDED MARCH 31, 2016 (In Millions) Consolidated Parent Huntsman Company Guarantors Nonguarantors Eliminations International LLC Revenues: Trade sales, services and fees, net $ 251 $ 566 $ 1,504 $ — $ 2,321 Related party sales 53 104 269 (392) 34 Total revenues 304 670 1,773 (392) 2,355 Cost of goods sold 240 548 1,543 (393) 1,938 Gross profit 64 122 230 1 417 Selling, general and administrative 40 46 135 — 221 Research and development 11 11 15 — 37 Restructuring, impairment and plant closing costs — 4 9 — 13 Other operating expense (income), net 12 (7) — — 5 Operating income 1 68 71 1 141 Interest (expense) income (54) 8 (7) — (53) Equity in income of investment in affiliates and subsidiaries 92 44 1 (136) 1 Other income, net 1 — — — 1 Income from continuing operations before income taxes 40 120 65 (135) 90 Income tax benefit (expense) 15 (26) (16) — (27) Income from continuing operations 55 94 49 (135) 63 Income (loss) from discontinued operations, net of tax 1 — (2) — (1) Net income 56 94 47 (135) 62 Net income attributable to noncontrolling interests — — (3) (3) (6) Net income attributable to Huntsman International LLC $ 56 $ 94 $ 44 $ (138) $ 56 Net income $ 56 $ 94 $ 47 $ (135) $ 62 Other comprehensive income 30 55 50 (103) 32 Comprehensive income attributable to noncontrolling interests — — (5) (3) (8) Comprehensive income attributable to Huntsman International LLC $ 86 $ 149 $ 92 $ (241) $ 86
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS	THREE MONTHS ENDED MARCH 31, 2017 (In Millions) Consolidated Parent Huntsman Company Guarantors Nonguarantors Eliminations International LLC Net cash provided by operating activities $ 58 $ 17 $ 15 $ — $ 90 Investing activities: Capital expenditures (8) (9) (57) — (74) Insurance proceeds for recovery of property damage — — 54 — 54 Cash received from unconsolidated affiliates — 12 — — 12 Investment in affiliate (12) 3 — 9 — Investment in unconsolidated affiliates — (15) — — (15) Decrease in receivable from affiliate (7) — — — (7) Change in restricted cash — — (1) — (1) Other — — 1 — 1 Net cash used in investing activities (27) (9) (3) 9 (30) Financing activities: Repayments of short-term debt — — (6) — (6) Borrowings on short-term debt — — 2 — 2 Repayments of long-term debt (4) — (3) — (7) Proceeds from issuance of long-term debt — — 8 — 8 Proceeds from issuance of notes payable from affiliate 15 — — — 15 Repayments of notes payable (5) — — — (5) Dividends paid to noncontrolling interests — — — (3) (3) Contribution from noncontrolling interests — — 2 — 2 Contribution from parent — — 19 (19) — Distribution to parent — (7) (6) 13 — Dividends paid to parent (30) — — — (30) Net cash (used in) provided by financing activities (24) (7) 16 (9) (24) Effect of exchange rate changes on cash — — 5 — 5 Increase in cash and cash equivalents 7 1 33 — 41 Cash and cash equivalents at beginning of period 37 — 376 — 413 Cash and cash equivalents at end of period $ 44 $ 1 $ 409 $ — $ 454 THREE MONTHS ENDED MARCH 31, 2016 (In Millions) Consolidated Parent Huntsman Company Guarantors Nonguarantors Eliminations International LLC Net cash provided by (used in) operating activities $ 55 $ 34 $ (3) $ 1 $ 87 Investing activities: Capital expenditures (6) (31) (62) — (99) Cash received from unconsolidated affiliates — 10 — — 10 Investment in affiliate (7) 2 — 5 — Investment in unconsolidated affiliates — (11) (1) — (12) Increase in receivable from affiliate (2) — — — (2) Change in restricted cash — — 2 — 2 Other, net — — (1) — (1) Net cash used in investing activities (15) (30) (62) 5 (102) Financing activities: Net borrowings under revolving loan facilities — — 45 — 45 Repayments of short-term debt — — (12) — (12) Borrowings on short-term debt — — 4 — 4 Repayments of long-term debt (16) — (11) — (27) Proceeds of notes payable to affiliate — — 6 (6) — Repayments of notes payable (9) — — — (9) Borrowings on notes payable 2 — — — 2 Contribution from parent — 2 7 (9) — Distribution to parent — (7) (6) 13 — Dividends paid to noncontrolling interests — — (5) (4) (9) Dividends paid to parent (30) — — — (30) Net cash (used in) provided by financing activities (53) (5) 28 (6) (36) Effect of exchange rate changes on cash — — 2 — 2 Decrease in cash and cash equivalents (13) (1) (35) — (49) Cash and cash equivalents at beginning of period 44 1 212 — 257 Cash and cash equivalents at end of period $ 31 $ — $ 177 $ — $ 208

GENERAL (Details)

GENERAL (Details) $ in Millions	Apr. 25, 2017USD ($)	Feb. 09, 2017USD ($)	Mar. 31, 2017USD ($)segment
GENERAL
Number of operating segments | segment			5
2015 Extended Term Loan B
GENERAL
Early repayment of term loan	$ 100
Fire at titanium manufacturing facility in Pori, Finland
GENERAL
Loss from write-off of fixed assets and lost inventory			$ 32
Loss due to cleanup costs of facility			4
Retained deductibles for physical damage and business interruption loss due to fire accident			$ 15
Retained deductibles for number of business interruption days			60 days
Aggregate insured limit			$ 500
Partial progress payment received from insurer		$ 54
Fire at titanium manufacturing facility in Pori, Finland | Accrued Liabilities
GENERAL
Partial progress payment received from insurer			22
Fire at titanium manufacturing facility in Pori, Finland | Other operating (income) expense, net
GENERAL
Partial progress payment received from insurer			$ 32

INVENTORIES (Details)

INVENTORIES (Details) - USD ($) $ in Millions		Mar. 31, 2017	Dec. 31, 2016
Inventories
Raw materials and supplies		$ 329	$ 291
Work in progress		91	91
Finished goods		1,123	1,017
Total		1,543	1,399
LIFO reserves		(57)	(55)
Net inventories	[1]	$ 1,486	$ 1,344
Percentage of inventories recorded using the LIFO cost method		9.00%	9.00%
[1]	At March 31, 2017 and December 31, 2016, respectively, $28 and $25 of cash and cash equivalents, $10 each of restricted cash, $33 and $27 of accounts and notes receivable (net), $42 and $46 of inventories, $6 and $5 of other current assets, $279 and $284 of property, plant and equipment (net), $32 and $31 of intangible assets (net), $37 each of other noncurrent assets, $86 and $90 of accounts payable, $32 and $34 of accrued liabilities, $21 and $14 of current portion of debt, $104 and $114 of longterm debt, and $77 and $76 of other noncurrent liabilities from consolidated variable interest entities are included in the respective balance sheet captions above. See “Note 5. Variable Interest Entities.”

SEPARATION OF PIGMENTS AND AD42

SEPARATION OF PIGMENTS AND ADDITIVES BUSINESS (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
SEPARATION OF PIGMENTS AND ADDITIVES BUSINESS
Business separation expenses	$ 9	$ 0

VARIABLE INTEREST ENTITIES (Det

VARIABLE INTEREST ENTITIES (Details) - USD ($) $ in Millions		3 Months Ended
		Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Assets and liabilities of VIE
Current assets		$ 3,835		$ 3,555
Property, plant and equipment, net	[1]	4,186		4,212
Other noncurrent assets	[1]	515		507
Deferred income taxes		412		396
Intangible assets	[1]	82		66
Goodwill		122		121
Total assets		9,488		9,189
Current liabilities		1,855		1,778
Long-term debt	[1]	4,161		4,135
Deferred income taxes		437		427
Other noncurrent liabilities	[1]	1,386		1,381
Total liabilities		7,839		7,722
Revenues, income from continuing operations before income taxes and net cash provided by operating activities for our variable interest entities
Revenues		2,469	$ 2,355
Income from continuing operations before income taxes		116	90
Net cash provided by operating activities		93	88
Consolidated VIE's
Assets and liabilities of VIE
Property, plant and equipment, net		279		284
Other noncurrent assets		37		37
Intangible assets		32		31
Long-term debt		104		114
Other noncurrent liabilities		77		76
Rubicon LLC, Pacific Iron Products, Arabian Amines, Sasol Huntsman GmbH, Co. KG and Viance
Assets and liabilities of VIE
Current assets		121		117
Property, plant and equipment, net		279		284
Other noncurrent assets		113		98
Deferred income taxes		43		43
Intangible assets		32		31
Goodwill		13		12
Total assets		601		585
Current liabilities		188		172
Long-term debt		106		116
Deferred income taxes		10		10
Other noncurrent liabilities		77		76
Total liabilities		381		$ 374
Revenues, income from continuing operations before income taxes and net cash provided by operating activities for our variable interest entities
Revenues		64	52
Income from continuing operations before income taxes		11	9
Net cash provided by operating activities		$ 18	$ 19
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%
AAC
Identification of variable interest entities through investments and transactions
Variable interest entity ownership percentage		50.00%
Sasol Huntsman GmbH and Co. KG
Identification of variable interest entities through investments and transactions
Variable interest entity ownership percentage		50.00%
Viance
Identification of variable interest entities through investments and transactions
Variable interest entity ownership percentage		50.00%
[1]	At March 31, 2017 and December 31, 2016, respectively, $28 and $25 of cash and cash equivalents, $10 each of restricted cash, $33 and $27 of accounts and notes receivable (net), $42 and $46 of inventories, $6 and $5 of other current assets, $279 and $284 of property, plant and equipment (net), $32 and $31 of intangible assets (net), $37 each of other noncurrent assets, $86 and $90 of accounts payable, $32 and $34 of accrued liabilities, $21 and $14 of current portion of debt, $104 and $114 of longterm debt, and $77 and $76 of other noncurrent liabilities from consolidated variable interest entities are included in the respective balance sheet captions above. See “Note 5. Variable Interest Entities.”

RESTRUCTURING, IMPAIRMENT AND44

RESTRUCTURING, IMPAIRMENT AND PLANT CLOSING COSTS - ACCRUED RESTRUCTURING, IMPAIRMENT AND PLANT CLOSING COSTS BY TYPE OF COST AND INITIATIVE (Details) $ in Millions	3 Months Ended
	Mar. 31, 2017USD ($)item
Accrued restructuring costs roll forward
Accrued liabilities at the beginning of the period	$ 91
Distribution of prefunded restructuring costs	(1)
Net activity of discontinued operations	(1)
Foreign currency effect on liability balance	3
Accrued liabilities at the end of the period	$ 107
Number of positions terminated | item	486
Number of positions not terminated | item	432
2016 and prior initiatives
Accrued restructuring costs roll forward
Restructuring charges	$ 8
Restructuring payments	(18)
2017 initiatives
Accrued restructuring costs roll forward
Restructuring charges	25
Accrued liabilities at the end of the period	25
Workforce reductions
Accrued restructuring costs roll forward
Accrued liabilities at the beginning of the period	26
Distribution of prefunded restructuring costs	(1)
Accrued liabilities at the end of the period	45
Workforce reductions | 2016 and prior initiatives
Accrued restructuring costs roll forward
Restructuring charges	1
Restructuring payments	(6)
Workforce reductions | 2017 initiatives
Accrued restructuring costs roll forward
Restructuring charges	25
Demolition and decommissioning
Accrued restructuring costs roll forward
Accrued liabilities at the beginning of the period	18
Foreign currency effect on liability balance	1
Accrued liabilities at the end of the period	16
Demolition and decommissioning | 2016 and prior initiatives
Accrued restructuring costs roll forward
Restructuring charges	2
Restructuring payments	(5)
Non-cancelable lease and contract termination costs
Accrued restructuring costs roll forward
Accrued liabilities at the beginning of the period	42
Net activity of discontinued operations	(1)
Foreign currency effect on liability balance	2
Accrued liabilities at the end of the period	42
Non-cancelable lease and contract termination costs | 2016 and prior initiatives
Accrued restructuring costs roll forward
Restructuring charges	1
Restructuring payments	(2)
Other restructuring costs
Accrued restructuring costs roll forward
Accrued liabilities at the beginning of the period	5
Accrued liabilities at the end of the period	4
Other restructuring costs | 2016 and prior initiatives
Accrued restructuring costs roll forward
Restructuring charges	4
Restructuring payments	$ (5)

RESTRUCTURING, IMPAIRMENT AND45

RESTRUCTURING, IMPAIRMENT AND PLANT CLOSING COSTS - ACCRUED LIABILITIES BY INITIATIVE (Details) - USD ($) $ in Millions	Mar. 31, 2017	Dec. 31, 2016
Accrued liabilities by initiatives
Accrued liabilities	$ 107	$ 91
2015 and prior initiatives
Accrued liabilities by initiatives
Accrued liabilities	81	88
2016 initiatives
Accrued liabilities by initiatives
Accrued liabilities	1	$ 3
2017 initiatives
Accrued liabilities by initiatives
Accrued liabilities	$ 25

RESTRUCTURING, IMPAIRMENT AND46

RESTRUCTURING, IMPAIRMENT AND PLANT CLOSING COSTS - RESERVES FOR RESTRUCTURING, IMPAIRMENT AND PLANT CLOSING COSTS (Details) $ in Millions	3 Months Ended
	Mar. 31, 2017USD ($)
Accrued restructuring costs roll forward
Accrued liabilities at the beginning of the period	$ 91
Distribution of prefunded restructuring costs	(1)
Net activity of discontinued operations	(1)
Foreign currency effect on liability balance	3
Accrued liabilities at the end of the period	107
Current portion of restructuring reserves	62
Long-term portion of restructuring reserves	45
2016 and prior initiatives
Accrued restructuring costs roll forward
Restructuring charges	8
Restructuring payments	(18)
2017 initiatives
Accrued restructuring costs roll forward
Restructuring charges	25
Accrued liabilities at the end of the period	25
Corporate and Other
Accrued restructuring costs roll forward
Accrued liabilities at the beginning of the period	2
Accrued liabilities at the end of the period	2
Current portion of restructuring reserves	2
Polyurethanes
Accrued restructuring costs roll forward
Accrued liabilities at the beginning of the period	2
Accrued liabilities at the end of the period	1
Current portion of restructuring reserves	1
Polyurethanes | 2016 and prior initiatives
Accrued restructuring costs roll forward
Restructuring payments	(1)
Advanced Materials
Accrued restructuring costs roll forward
Accrued liabilities at the beginning of the period	3
Foreign currency effect on liability balance	1
Accrued liabilities at the end of the period	4
Current portion of restructuring reserves	2
Long-term portion of restructuring reserves	2
Textile Effects
Accrued restructuring costs roll forward
Accrued liabilities at the beginning of the period	61
Foreign currency effect on liability balance	2
Accrued liabilities at the end of the period	65
Current portion of restructuring reserves	26
Long-term portion of restructuring reserves	39
Textile Effects | 2016 and prior initiatives
Accrued restructuring costs roll forward
Restructuring charges	3
Restructuring payments	(7)
Textile Effects | 2017 initiatives
Accrued restructuring costs roll forward
Restructuring charges	6
Pigments and Additives
Accrued restructuring costs roll forward
Accrued liabilities at the beginning of the period	21
Distribution of prefunded restructuring costs	(1)
Accrued liabilities at the end of the period	34
Current portion of restructuring reserves	30
Long-term portion of restructuring reserves	4
Pigments and Additives | 2016 and prior initiatives
Accrued restructuring costs roll forward
Restructuring charges	5
Restructuring payments	(10)
Pigments and Additives | 2017 initiatives
Accrued restructuring costs roll forward
Restructuring charges	19
Discontinued Operations
Accrued restructuring costs roll forward
Accrued liabilities at the beginning of the period	2
Net activity of discontinued operations	(1)
Accrued liabilities at the end of the period	1
Current portion of restructuring reserves	$ 1

RESTRUCTURING, IMPAIRMENT AND47

RESTRUCTURING, IMPAIRMENT AND PLANT CLOSING COSTS - CASH AND NONCASH RESTRUCTURING CHARGES AND OTHER INFORMATION (Details) $ in Millions	1 Months Ended		3 Months Ended		12 Months Ended
	Feb. 28, 2015kt	Dec. 31, 2014item	Mar. 31, 2017USD ($)item	Mar. 31, 2016USD ($)	Dec. 31, 2016USD ($)
Restructuring, impairment and plant closing costs
Reversal of reserves no longer required				$ (1)
Accelerated depreciation			$ 1	4
Other non-cash charges			2	1
Total restructuring, impairment and plant closing costs			$ 36	13
Number of positions terminated | item			486
Calais, France Facility
Restructuring, impairment and plant closing costs
Restructuring charges			$ 22	1
Accelerated depreciation					$ 8
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%
Additional costs expected to be incurred through end of 2021			41
Pigments and Additives
Restructuring, impairment and plant closing costs
Accelerated depreciation				4
Pigments and Additives | South African Titanium Dioxide Manufacturing Facility
Restructuring, impairment and plant closing costs
Restructuring charges			1
Additional costs expected to be incurred through end of 2018			4
Color Pigments Business
Restructuring, impairment and plant closing costs
Restructuring charges			4	3
Additional costs expected to be incurred through end of 2017			7
Workforce reductions | Textile Effects
Restructuring, impairment and plant closing costs
Restructuring charges			6
Additional costs expected to be incurred through end of 2018			8
Workforce reductions | Pigments and Additives
Restructuring, impairment and plant closing costs
Restructuring charges				3
Number of positions terminated | item		900
2015 and prior initiatives
Restructuring, impairment and plant closing costs
Restructuring charges				$ 9
2016 and prior initiatives
Restructuring, impairment and plant closing costs
Restructuring charges			8
2016 and prior initiatives | Textile Effects
Restructuring, impairment and plant closing costs
Restructuring charges			3
2016 and prior initiatives | Pigments and Additives
Restructuring, impairment and plant closing costs
Restructuring charges			5
2016 and prior initiatives | Workforce reductions
Restructuring, impairment and plant closing costs
Restructuring charges			1
2017 initiatives
Restructuring, impairment and plant closing costs
Restructuring charges			25
2017 initiatives | Textile Effects
Restructuring, impairment and plant closing costs
Restructuring charges			6
2017 initiatives | Pigments and Additives
Restructuring, impairment and plant closing costs
Restructuring charges			19
2017 initiatives | Workforce reductions
Restructuring, impairment and plant closing costs
Restructuring charges			$ 25

DEBT - DEBT OUTSTANDING (Detail

DEBT - DEBT OUTSTANDING (Details) € in Millions, $ in Millions		Apr. 25, 2017USD ($)	Mar. 31, 2017EUR (€)	Mar. 31, 2017USD ($)	Dec. 31, 2016USD ($)
Debt
Total debt - excluding debt to affiliates				$ 4,222	$ 4,195
Total current portion of debt	[1]			61	60
Long-term portion	[1]			4,161	4,135
Notes payable to affiliates-noncurrent					1
Total debt				4,222	4,196
Debt issuance costs				55	57
Loan to subsidiary				811
Consolidated VIE's
Debt
Total debt - excluding debt to affiliates				125	128
Total current portion of debt				21	14
Long-term portion				104	114
Huntsman International
Debt
Total debt - excluding debt to affiliates				4,222	4,195
Total current portion of debt	[1]			61	60
Long-term portion	[1]			4,161	4,135
Notes payable to affiliates-current				100	100
Notes payable to affiliates-noncurrent				711	697
Total debt				5,033	4,992
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				125	128
Total current portion of debt				21	14
Long-term portion				104	114
Revolving Facility | Huntsman International
Debt
Principal Outstanding				0
Amount of letter of credit and bank guarantees issued and outstanding				16
Revolving Facility | Huntsman International | Maximum
Debt
Debt instrument covenant consolidated leverage ratio			3.75
Revolving Facility | Huntsman International
Debt
Committed Amount				$ 650
Revolving Facility | Huntsman International | LIBOR
Debt
Basis spread (as a percent)			2.75%
Senior Credit Facilities | Huntsman International
Debt
Weighted average interest rate (as a percent)			4.00%	4.00%
Term loans
Debt
Total debt - excluding debt to affiliates				$ 1,965	1,967
Term loans | Huntsman International
Debt
Total debt - excluding debt to affiliates				1,965	1,967
2015 Extended Term Loan B
Debt
Early repayment of term loan		$ 100
2015 Extended Term Loan B | Huntsman International
Debt
Principal Outstanding				306
Unamortized Discounts and Debt Issuance Costs				(1)
Total debt				305
2015 Extended Term Loan B | Huntsman International | LIBOR
Debt
Basis spread (as a percent)			3.00%
2021 Term Loan B | Huntsman International
Debt
Principal Outstanding				348
Unamortized Discounts and Debt Issuance Costs				(11)
Total debt				337
2021 Term Loan B | Huntsman International | LIBOR
Debt
Basis spread (as a percent)			2.75%
2021 Term Loan B | Huntsman International | LIBOR Floor
Debt
Basis spread (as a percent)			0.75%
2023 Term Loan B | Huntsman International
Debt
Principal Outstanding				1,368
Unamortized Discounts and Debt Issuance Costs				(45)
Total debt				1,323
2023 Term Loan B | Huntsman International | LIBOR
Debt
Basis spread (as a percent)			3.00%
2023 Term Loan B | Huntsman International | LIBOR Floor
Debt
Basis spread (as a percent)			0.75%
Accounts receivable programs
Debt
Total debt - excluding debt to affiliates				213	208
Accounts receivable programs | Huntsman International
Debt
Total debt - excluding debt to affiliates				213	208
Accounts receivable pledged as collateral				460	437
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
Basis spread (as a percent)			0.95%
EU A/R Program Maturing March 2018 | Huntsman International
Debt
Total debt			€ 114	123
Maximum Funding Availability			€ 225	242
EU A/R Program Maturing March 2018 | Huntsman International | USD LIBOR or CP
Debt
Basis spread (as a percent)			1.10%
Senior notes
Debt
Total debt - excluding debt to affiliates				1,841	1,812
Senior notes | Huntsman International
Debt
Total debt - excluding debt to affiliates				1,841	1,812
Other debt instruments
Debt
Total debt - excluding debt to affiliates				78	80
Other debt instruments | Huntsman International
Debt
Total debt - excluding debt to affiliates				$ 78	$ 80
[1]	At March 31, 2017 and December 31, 2016, respectively, $28 and $25 of cash and cash equivalents, $10 each of restricted cash, $33 and $27 of accounts and notes receivable (net), $42 and $46 of inventories, $6 and $5 of other current assets, $279 and $284 of property, plant and equipment (net), $32 and $31 of intangible assets (net), $37 each of other noncurrent assets, $86 and $90 of accounts payable, $32 and $34 of accrued liabilities, $21 and $14 of current portion of debt, $104 and $114 of longterm debt, and $77 and $76 of other noncurrent liabilities from consolidated variable interest entities are included in the respective balance sheet captions above. See “Note 5. Variable Interest Entities.”

DERIVATIVE INSTRUMENTS AND HE49

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Details) € in Millions, $ in Millions	1 Months Ended	3 Months Ended		12 Months Ended
	Nov. 30, 2014EUR (€)item	Mar. 31, 2017USD ($)	Mar. 31, 2016USD ($)	Dec. 31, 2009	Mar. 31, 2017EUR (€)	Mar. 31, 2017USD ($)	Nov. 30, 2014USD ($)item
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
Notional Amounts					€ 606	$ 653
Amount of loss recognized on the hedge of net investments		$ 15
Forward foreign currency contracts
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
Maximum maturity period of spot or forward exchange rate contracts		1 year
Notional Amounts						137
Interest rate contracts | Designated as Hedging Instrument | Huntsman International
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
Notional Amounts						$ 100
Fixed percentage to be paid under the hedge					2.50%	2.50%
Fair value of the hedge						$ 0
Twelve-year interest rate contract entered in year 2009 | Non Designated Hedge Instrument | AAC
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
Notional Amounts						18
Fair value of the hedge						$ 1
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 | AAC | 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						$ 200
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						$ 29
Five years cross currency interest rate contract | Designated as Hedging Instrument
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
Number of derivative instruments held | item	2						2
Term of cross currency interest rate contract	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

FAIR VALUE - FAIR VALUES OF FIN

FAIR VALUE - FAIR VALUES OF FINANCIAL INSTRUMENTS (Details) - USD ($) $ in Millions	Mar. 31, 2017	Dec. 31, 2016
Carrying Value
Fair values of financial instruments
Non-qualified employee benefit plan investments	$ 28	$ 27
Investments in equity securities	18	18
Long-term debt (including current portion)	(4,222)	(4,195)
Carrying Value | Cross currency interest rate contracts
Fair values of financial instruments
Derivative contracts - assets	29	29
Carrying Value | Interest rate contracts
Fair values of financial instruments
Derivative contracts - liabilities	(1)	(2)
Estimated Fair Value
Fair values of financial instruments
Non-qualified employee benefit plan investments	28	27
Investments in equity securities	18	18
Long-term debt (including current portion)	(4,411)	(4,368)
Estimated Fair Value | Cross currency interest rate contracts
Fair values of financial instruments
Derivative contracts - assets	29	29
Estimated Fair Value | Interest rate contracts
Fair values of financial instruments
Derivative contracts - liabilities	$ (1)	$ (2)

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, 2017USD ($)	Dec. 31, 2016USD ($)
Five years cross currency interest rate contract | Designated as Hedging Instrument
Assets:
Number of derivative instruments held | item	2
Term of cross currency interest rate contract	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		$ 75	$ 74
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		29	29
Recurring basis | Interest rate contracts
Liabilities:
Total liabilities		(1)	(2)
Recurring basis | Non-qualified employee benefit plan investments
Assets:
Available-for-sale equity securities		28	27
Recurring basis | Investments in equity securities
Assets:
Available-for-sale equity securities		18	18
Recurring basis | Quoted prices in active markets for identical assets (Level 1)
Assets:
Total assets		46	45
Recurring basis | Quoted prices in active markets for identical assets (Level 1) | Non-qualified employee benefit plan investments
Assets:
Available-for-sale equity securities		28	27
Recurring basis | Quoted prices in active markets for identical assets (Level 1) | Investments in equity securities
Assets:
Available-for-sale equity securities		18	18
Recurring basis | Significant other observable inputs (Level 2) | Interest rate contracts
Liabilities:
Total liabilities		(1)	(2)
Recurring basis | Significant unobservable inputs (Level 3)
Assets:
Total assets		29	29
Recurring basis | Significant unobservable inputs (Level 3) | Cross currency interest rate contracts
Assets:
Derivatives		$ 29	$ 29

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
	Mar. 31, 2017	Mar. 31, 2016
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		$ (8)
Cross currency interest rate contracts
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
Balance at beginning of period	$ 29	28
Total (losses) gains:
Included in other comprehensive income (loss)		(8)
Balance at end of period	29	20
Non-reoccurring basis
Total (losses) gains:
Impairment of long-lived assets	$ 0	$ 0

EMPLOYEE BENEFIT PLANS (Details

EMPLOYEE BENEFIT PLANS (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Components of net periodic benefit cost
Amortization of actuarial loss	$ 22	$ 16
Contributions to pension and other postretirement benefit plans	16	20
Expected contributions to pension and other postretirement benefit plans during remainder of 2016	101
Huntsman International
Components of net periodic benefit cost
Amortization of actuarial loss	24	16
Defined Benefit Plans
Components of net periodic benefit cost
Service cost	17	16
Interest cost	25	30
Expected return on plan assets	(48)	(47)
Amortization of prior service credit	(2)	(2)
Amortization of actuarial loss	22	16
Net periodic benefit cost	14	13
Defined Benefit Plans | Huntsman International
Components of net periodic benefit cost
Service cost	17	16
Interest cost	25	30
Expected return on plan assets	(48)	(47)
Amortization of prior service credit	(2)	(2)
Amortization of actuarial loss	24	18
Net periodic benefit cost	16	15
Other Postretirement Benefit Plans
Components of net periodic benefit cost
Service cost		1
Interest cost	1	1
Amortization of prior service credit	(2)	(2)
Amortization of actuarial loss	1	1
Net periodic benefit cost		1
Other Postretirement Benefit Plans | Huntsman International
Components of net periodic benefit cost
Service cost		1
Interest cost	1	1
Amortization of prior service credit	(2)	(2)
Amortization of actuarial loss	$ 1	1
Net periodic benefit cost		$ 1

COMMON STOCK DIVIDENDS (Details

COMMON STOCK DIVIDENDS (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
DIVIDENDS ON COMMON STOCK
Cash dividends paid	$ 30	$ 30
Cash dividends paid (in dollars per share)	$ 0.125	$ 0.125

OTHER COMPREHENSIVE INCOME (L55

OTHER COMPREHENSIVE INCOME (LOSS) - COMPONENTS AND CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS - HUNTSMAN CORPORATION (Details) - USD ($) $ in Millions	3 Months Ended		12 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016	Dec. 31, 2015
Components of other comprehensive loss
Balance at the beginning of the period	$ 1,467	$ 1,629	$ 1,629
Other comprehensive income (loss)	97	29
Balance at the end of the period	1,649	1,685	1,467	$ 1,629
Total
Components of other comprehensive loss
Balance at the beginning of the period	(1,707)	(1,316)	(1,316)
Other comprehensive (loss) income before reclassifications, gross	76	6
Tax benefit	3	10
Amounts reclassified from accumulated other comprehensive loss, gross	19	13
Tax expense	(1)
Other comprehensive income (loss)	97	29
Balance at the end of the period	(1,610)	(1,287)	(1,707)	(1,316)
Foreign currency translation adjustment
Components of other comprehensive loss
Balance at the beginning of the period	(459)	(288)	(288)
Other comprehensive (loss) income before reclassifications, gross	74	17
Tax benefit	3	10
Other comprehensive income (loss)	77	27
Balance at the end of the period	(382)	(261)	(459)	(288)
Foreign currency translation adjustment, tax	97	80	100	90
Pension and other postretirement benefits adjustments
Components of other comprehensive loss
Balance at the beginning of the period	(1,275)	(1,056)	(1,056)
Amounts reclassified from accumulated other comprehensive loss, gross	19	13
Tax expense	(1)
Other comprehensive income (loss)	18	13
Balance at the end of the period	(1,257)	(1,043)	(1,275)	(1,056)
Pension and other postretirement benefits adjustments, tax	176	135	177	135
Other comprehensive income of unconsolidated affiliates
Components of other comprehensive loss
Balance at the beginning of the period	4	11	11
Other comprehensive (loss) income before reclassifications, gross		(11)
Other comprehensive income (loss)		(11)
Balance at the end of the period	4		4	11
Other, net
Components of other comprehensive loss
Balance at the beginning of the period	23	17	17
Other comprehensive (loss) income before reclassifications, gross	2
Other comprehensive income (loss)	2
Balance at the end of the period	25	17	23	17
Amounts attributable to noncontrolling interests
Components of other comprehensive loss
Balance at the beginning of the period	36	28	28
Other comprehensive (loss) income before reclassifications, gross	(2)	(2)
Other comprehensive income (loss)	(2)	(2)
Balance at the end of the period	34	26	36	28
Accumulated other comprehensive loss
Components of other comprehensive loss
Balance at the beginning of the period	(1,671)	(1,288)	(1,288)
Other comprehensive (loss) income before reclassifications, gross	74	4
Tax benefit	3	10
Amounts reclassified from accumulated other comprehensive loss, gross	19	13
Tax expense	(1)
Other comprehensive income (loss)	95	27
Balance at the end of the period	$ (1,576)	$ (1,261)	$ (1,671)	$ (1,288)

OTHER COMPREHENSIVE INCOME (L56

OTHER COMPREHENSIVE INCOME (LOSS) - RECLASSIFICATION DETAILS - HUNTSMAN CORPORATION (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Pension and other postretirement benefits adjustments
Reclassification from accumulated other comprehensive loss
Total before tax	$ 19	$ 13
Income tax expense	(1)
Net of tax	18	13
Prior service credit
Reclassification from accumulated other comprehensive loss
Total before tax	(4)	(4)
Actuarial loss
Reclassification from accumulated other comprehensive loss
Total before tax	23	17
Actuarial loss | Amount reclassified | Discontinued Operations
Reclassification from accumulated other comprehensive loss
Total before tax	$ 1	$ 1

OTHER COMPREHENSIVE INCOME (L57

OTHER COMPREHENSIVE INCOME (LOSS) - COMPONENTS AND CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS - HUNTSMAN INTERNATIONAL (Details) - USD ($) $ in Millions	3 Months Ended		12 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016	Dec. 31, 2015
Components of other comprehensive loss
Other comprehensive income (loss)	$ 97	$ 29
Huntsman International
Components of other comprehensive loss
Balance at the beginning of the period	936	1,084	$ 1,084
Other comprehensive income (loss)	99	32
Balance at the end of the period	1,104	1,143	936	$ 1,084
Total
Components of other comprehensive loss
Other comprehensive (loss) income before reclassifications, gross	76	6
Tax benefit	3	10
Amounts reclassified from accumulated other comprehensive loss, gross	19	13
Tax expense	(1)
Other comprehensive income (loss)	97	29
Total | Huntsman International
Components of other comprehensive loss
Balance at the beginning of the period	(1,727)	(1,344)	(1,344)
Other comprehensive (loss) income before reclassifications, gross	77	7
Tax benefit	2	10
Amounts reclassified from accumulated other comprehensive loss, gross	21	15
Tax expense	(1)
Other comprehensive income (loss)	99	32
Balance at the end of the period	(1,628)	(1,312)	(1,727)	(1,344)
Foreign currency translation adjustment
Components of other comprehensive loss
Other comprehensive (loss) income before reclassifications, gross	74	17
Tax benefit	3	10
Other comprehensive income (loss)	77	27
Foreign currency translation adjustment, tax	97	80	100	90
Foreign currency translation adjustment | Huntsman International
Components of other comprehensive loss
Balance at the beginning of the period	(462)	(292)	(292)
Other comprehensive (loss) income before reclassifications, gross	75	18
Tax benefit	2	10
Other comprehensive income (loss)	77	28
Balance at the end of the period	(385)	(264)	(462)	(292)
Foreign currency translation adjustment, tax	84	66	86	76
Pension and other postretirement benefits adjustments
Components of other comprehensive loss
Amounts reclassified from accumulated other comprehensive loss, gross	19	13
Tax expense	(1)
Other comprehensive income (loss)	18	13
Pension and other postretirement benefits adjustments, tax	176	135	177	135
Pension and other postretirement benefits adjustments | Huntsman International
Components of other comprehensive loss
Balance at the beginning of the period	(1,286)	(1,074)	(1,074)
Amounts reclassified from accumulated other comprehensive loss, gross	21	15
Tax expense	(1)
Other comprehensive income (loss)	20	15
Balance at the end of the period	(1,266)	(1,059)	(1,286)	(1,074)
Pension and other postretirement benefits adjustments, tax	204	163	205	163
Other comprehensive income of unconsolidated affiliates
Components of other comprehensive loss
Other comprehensive (loss) income before reclassifications, gross		(11)
Other comprehensive income (loss)		(11)
Other comprehensive income of unconsolidated affiliates | Huntsman International
Components of other comprehensive loss
Balance at the beginning of the period	4	11	11
Other comprehensive (loss) income before reclassifications, gross		(11)
Other comprehensive income (loss)		(11)
Balance at the end of the period	4		4	11
Other, net
Components of other comprehensive loss
Other comprehensive (loss) income before reclassifications, gross	2
Other comprehensive income (loss)	2
Other, net | Huntsman International
Components of other comprehensive loss
Balance at the beginning of the period	17	11	11
Other comprehensive (loss) income before reclassifications, gross	2
Other comprehensive income (loss)	2
Balance at the end of the period	19	11	17	11
Amounts attributable to noncontrolling interests
Components of other comprehensive loss
Other comprehensive (loss) income before reclassifications, gross	(2)	(2)
Other comprehensive income (loss)	(2)	(2)
Amounts attributable to noncontrolling interests | Huntsman International
Components of other comprehensive loss
Balance at the beginning of the period	36	28	28
Other comprehensive (loss) income before reclassifications, gross	(2)	(2)
Other comprehensive income (loss)	(2)	(2)
Balance at the end of the period	34	26	36	28
Accumulated other comprehensive loss
Components of other comprehensive loss
Other comprehensive (loss) income before reclassifications, gross	74	4
Tax benefit	3	10
Amounts reclassified from accumulated other comprehensive loss, gross	19	13
Tax expense	(1)
Other comprehensive income (loss)	95	27
Accumulated other comprehensive loss | Huntsman International
Components of other comprehensive loss
Balance at the beginning of the period	(1,691)	(1,316)	(1,316)
Other comprehensive (loss) income before reclassifications, gross	75	5
Tax benefit	2	10
Amounts reclassified from accumulated other comprehensive loss, gross	21	15
Tax expense	(1)
Other comprehensive income (loss)	97	30
Balance at the end of the period	$ (1,594)	$ (1,286)	$ (1,691)	$ (1,316)

OTHER COMPREHENSIVE INCOME (L58

OTHER COMPREHENSIVE INCOME (LOSS) - RECLASSIFICATION DETAILS - HUNTSMAN INTERNATIONAL (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Pension and other postretirement benefits adjustments
Reclassification from accumulated other comprehensive loss
Total before tax	$ 19	$ 13
Income tax expense	(1)
Net of tax	18	13
Pension and other postretirement benefits adjustments | Huntsman International
Reclassification from accumulated other comprehensive loss
Total before tax	21	15
Income tax expense	(1)
Net of tax	20	15
Prior service credit
Reclassification from accumulated other comprehensive loss
Total before tax	(4)	(4)
Prior service credit | Huntsman International
Reclassification from accumulated other comprehensive loss
Total before tax	(4)	(4)
Actuarial loss
Reclassification from accumulated other comprehensive loss
Total before tax	23	17
Actuarial loss | Amount reclassified | Discontinued Operations
Reclassification from accumulated other comprehensive loss
Total before tax	1	1
Actuarial loss | Huntsman International
Reclassification from accumulated other comprehensive loss
Total before tax	25	19
Actuarial loss | Huntsman International | Amount reclassified | Discontinued Operations
Reclassification from accumulated other comprehensive loss
Total before tax	$ 1	$ 1

COMMITMENTS AND CONTINGENCIES -

COMMITMENTS AND CONTINGENCIES - LEGAL MATTERS (Details) € in Millions, $ in Millions	Jun. 13, 2016state	Mar. 31, 2017EUR (€)state	Mar. 31, 2017USD ($)state	Mar. 31, 2017USD ($)
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
Product Delivery Claim
LEGAL MATTERS
Accrued liability relating to the cases | $				$ 0
Maximum amount of claims of customer		€ 153	$ 165
Aggregate amount of current claims		113	122
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		122
Indemnification Matters
LEGAL MATTERS
Accrued liability relating to the cases | $				$ 0

ENVIRONMENTAL, HEALTH AND SAF60

ENVIRONMENTAL, HEALTH AND SAFETY MATTERS (Details)	3 Months Ended
	Mar. 31, 2017USD ($)item	Mar. 31, 2016USD ($)	Dec. 31, 2016USD ($)
Environmental, Health, and Safety Matters
Capital expenditures for EHS matters	$ 7,000,000	$ 11,000,000
Accrued environmental liabilities	35,000,000		$ 34,000,000
Accrued environmental liabilities, classified as accrued liabilities	7,000,000		7,000,000
Accrued environmental liabilities, classified as other noncurrent liabilities	$ 28,000,000		$ 27,000,000
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	6
Minimum
Environmental, Health, and Safety Matters
Amount of civil penalties sought after by EPA	$ 100,000
West Footscray
Environmental, Health, and Safety Matters
Accrued environmental liabilities	$ 15,000,000

STOCK-BASED COMPENSATION PLAN -

STOCK-BASED COMPENSATION PLAN - COMPENSATION COST AND STOCK OPTIONS (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	May 05, 2016
STOCK-BASED COMPENSATION PLAN
Authorized number of shares to be granted under the Stock Incentive Plan	8,200		8,200
Remaining shares available for grant	8,000
Compensation cost from continuing operations	$ 10	$ 8
Total income tax benefit recognized in the statements of operations for stock-based compensation arrangements	$ 2	$ 2
the "Prior Plan"
STOCK-BASED COMPENSATION PLAN
Remaining shares available for grant			0
Stock options
Weighted average of the assumptions utilized for stock options granted
Dividend yield (as a percent)	2.40%	5.60%
Expected volatility (as a percent)	56.90%	57.90%
Risk-free interest rate (as a percent)	2.00%	1.40%
Expected life of stock options granted during the period	5 years 10 months 24 days	5 years 10 months 24 days
Shares
Outstanding at the beginning of the period (in shares)	11,245
Granted (in shares)	989
Exercised (in shares)	(1,633)
Forfeited (in shares)	(40)
Outstanding at the end of the period (in shares)	10,561
Exercisable at the end of the period (in shares)	7,258
Weighted Average Exercise Price
Outstanding at the beginning of the period (in dollars per share)	$ 13.37
Granted (in dollars per share)	21.01
Exercised (in dollars per share)	18.65
Forfeited (in dollars per share)	19.30
Outstanding at the end of the period (in dollars per share)	13.25
Exercisable at the end of the period (in dollars per share)	$ 12.94
Outstanding, Weighted Average Remaining Contractual Term	6 years 3 months 18 days
Exercisable, Weighted Average Remaining Contractual Term	5 years
Outstanding, Aggregate Intrinsic Value	$ 119
Exercisable, Aggregate Intrinsic Value	$ 84
Weighted-average grant-date fair value of stock options granted (in dollars per share)	$ 9.25
Total unrecognized compensation cost	$ 16
Weighted-average period over which cost is expected to be recognized	2 years 3 months 18 days
Total intrinsic value of stock options exercised	$ 5	$ 0
Cash received from stock options exercised	17	0
Tax benefit from stock options exercised	$ 1	0
Stock options | Maximum
STOCK-BASED COMPENSATION PLAN
Contractual term	10 years
Stock-based awards
STOCK-BASED COMPENSATION PLAN
Vesting period	3 years
Huntsman International
STOCK-BASED COMPENSATION PLAN
Compensation cost from continuing operations	$ 9	7
Total income tax benefit recognized in the statements of operations for stock-based compensation arrangements	$ 2	$ 2

STOCK-BASED COMPENSATION PLAN62

STOCK-BASED COMPENSATION PLAN - NONVESTED SHARES (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Performance Awards
STOCK-BASED COMPENSATION PLAN
Weighted-average volatility rate	45.00%	39.30%
Risk-free interest rate (as a percent)	1.50%	0.90%
Performance Awards | Maximum
Additional information
Performance period	3 years	3 years
Equity Awards
Shares
Nonvested at the beginning of the period (in shares)	2,996,000
Granted (in shares)	772,000
Vested (in shares)	(903,000)
Forfeited (in shares)	(3,000)
Nonvested at the end of the period (in shares)	2,862,000
Weighted Average Grant-Date Fair Value
Nonvested at the beginning of the period (in dollars per share)	$ 13.36
Granted (in dollars per share)	22.58
Vested (in dollars per share)	16.23
Forfeited (in dollars per share)	20.94
Nonvested at the end of the period (in dollars per share)	$ 14.94
Liability Awards
Shares
Nonvested at the beginning of the period (in shares)	912,000
Granted (in shares)	285,000
Vested (in shares)	(363,000)
Forfeited (in shares)	(17,000)
Nonvested at the end of the period (in shares)	817,000
Weighted Average Grant-Date Fair Value
Nonvested at the beginning of the period (in dollars per share)	$ 12.27
Granted (in dollars per share)	21.01
Vested (in dollars per share)	14.06
Forfeited (in dollars per share)	11.40
Nonvested at the end of the period (in dollars per share)	$ 14.55
Restricted stock units
Shares
Vested (in shares)	(25,704)
Additional information
Units vested but not yet issued	480,604
Nonvested shares
Additional information
Total unrecognized compensation cost	$ 47
Weighted-average period over which cost is expected to be recognized	2 years 2 months 12 days
Value of share awards vested	$ 20	$ 15

INCOME TAXES (Details)

INCOME TAXES (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
INCOME TAXES
Net increase (decrease) in unrecognized tax benefits with a corresponding income tax expense	$ 2	$ (1)
Income tax expense (benefit)	$ 23	27
Effective tax rate (as a percent)	35.00%
Italy | Polyurethanes
INCOME TAXES
Release of valuation allowance	$ 6
Huntsman International
INCOME TAXES
Income tax expense (benefit)	$ 23	$ 27
Effective tax rate (as a percent)	35.00%

NET INCOME PER SHARE - BASIC AN

NET INCOME PER SHARE - BASIC AND DILUTED INCOME PER SHARE (Details) - USD ($) shares in Millions, $ in Millions	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Basic and diluted income from continuing operations:
Income from continuing operations attributable to Huntsman Corporation	$ 77	$ 57
Basic and diluted net income:
Net income attributable to Huntsman Corporation	$ 76	$ 56
Shares (denominator):
Weighted average shares outstanding	237.4	236.1
Dilutive shares:
Stock-based awards (in shares)	5.1	1.8
Total weighted average shares outstanding, including dilutive shares	242.5	237.9

NET INCOME PER SHARE - INFORMAT

NET INCOME PER SHARE - INFORMATION ON STOCK-BASED AWARDS (Details) - shares shares in Millions	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Stock-based awards
Antidilutive shares not included in the computation of income (loss) per share
Weighted average equivalent shares	2.2	11.8

OPERATING SEGMENT INFORMATION -

OPERATING SEGMENT INFORMATION - FINANCIAL INFORMATION BY SEGMENT (Details) $ in Millions	3 Months Ended
	Mar. 31, 2017USD ($)segment	Mar. 31, 2016USD ($)
OPERATING SEGMENT INFORMATION
Number of reportable segments | segment	5
Revenues	$ 2,469	$ 2,355
Segment adjusted EBITDA	329	274
Reconciliation of adjusted EBITDA to net income:
Interest expense	(48)	(50)
Income tax expense-continuing operations	(23)	(27)
Income tax benefit-discontinued operations	1	1
Depreciation and amortization	(106)	(100)
Net income attributable to noncontrolling interests	16	6
Other adjustments:
Business acquisition and integration expense	(3)	(9)
EBITDA from discontinued operations	(2)	(2)
Certain legal settlements and related expenses		(1)
Amortization of pension and postretirement actuarial losses	(22)	(16)
Net plant incident costs	(5)	(1)
Restructuring, impairment and plant closing costs	(36)	(13)
Business separation expenses	(9)	0
Net income	92	62
Operating segments | Polyurethanes
OPERATING SEGMENT INFORMATION
Revenues	953	836
Segment adjusted EBITDA	144	131
Operating segments | Performance Products
OPERATING SEGMENT INFORMATION
Revenues	533	536
Segment adjusted EBITDA	84	92
Operating segments | Advanced Materials
OPERATING SEGMENT INFORMATION
Revenues	259	266
Segment adjusted EBITDA	54	60
Operating segments | Textile Effects
OPERATING SEGMENT INFORMATION
Revenues	188	185
Segment adjusted EBITDA	21	18
Operating segments | Pigments and Additives
OPERATING SEGMENT INFORMATION
Revenues	537	540
Segment adjusted EBITDA	69	15
Corporate and eliminations
OPERATING SEGMENT INFORMATION
Revenues	(1)	(8)
Corporate and Other
OPERATING SEGMENT INFORMATION
Segment adjusted EBITDA	(43)	(42)
Huntsman International
OPERATING SEGMENT INFORMATION
Revenues	2,469	2,355
Segment adjusted EBITDA	331	274
Reconciliation of adjusted EBITDA to net income:
Interest expense	(51)	(53)
Income tax expense-continuing operations	(23)	(27)
Income tax benefit-discontinued operations	1	1
Depreciation and amortization	(104)	(97)
Net income attributable to noncontrolling interests	16	6
Other adjustments:
Business acquisition and integration expense	(3)	(9)
EBITDA from discontinued operations	(2)	(2)
Certain legal settlements and related expenses		(1)
Amortization of pension and postretirement actuarial losses	(24)	(16)
Net plant incident costs	(5)	(1)
Restructuring, impairment and plant closing costs	(36)	(13)
Business separation expenses	(9)
Net income	91	62
Huntsman International | Operating segments | Polyurethanes
OPERATING SEGMENT INFORMATION
Segment adjusted EBITDA	144	131
Huntsman International | Operating segments | Performance Products
OPERATING SEGMENT INFORMATION
Segment adjusted EBITDA	84	92
Huntsman International | Operating segments | Advanced Materials
OPERATING SEGMENT INFORMATION
Segment adjusted EBITDA	54	60
Huntsman International | Operating segments | Textile Effects
OPERATING SEGMENT INFORMATION
Segment adjusted EBITDA	21	18
Huntsman International | Operating segments | Pigments and Additives
OPERATING SEGMENT INFORMATION
Segment adjusted EBITDA	69	15
Huntsman International | Corporate and Other
OPERATING SEGMENT INFORMATION
Segment adjusted EBITDA	$ (41)	$ (42)

CONDENSED CONSOLIDATING FINAN67

CONDENSED CONSOLIDATING FINANCIAL INFORMATION - HUNTSMAN INTERNATIONAL - CONDENSED CONSOLIDATING BALANCE SHEETS (Details) - USD ($) $ in Millions		Mar. 31, 2017		Dec. 31, 2016		Mar. 31, 2016	Dec. 31, 2015
Current assets:
Cash and cash equivalents		$ 457	[1]	$ 414	[1]	$ 208	$ 257
Restricted cash	[1]	12		11
Accounts and notes receivable, net	[1]	1,471		1,402
Accounts receivable from affiliates		37		33
Inventories	[1]	1,486		1,344
Prepaid expenses		63		60
Other current assets	[1]	309		291
Total current assets		3,835		3,555
Property, plant and equipment, net	[1]	4,186		4,212
Investment in unconsolidated affiliates		336		332
Intangible assets, net	[1]	82		66
Goodwill		122		121
Deferred income taxes		412		396
Other noncurrent assets	[1]	515		507
Total assets		9,488		9,189
Current liabilities:
Accounts payable	[1]	1,125		1,071
Accounts payable to affiliates		37		31
Accrued liabilities	[1]	632		616
Current portion of debt	[1]	61		60
Total current liabilities		1,855		1,778
Long-term debt	[1]	4,161		4,135
Notes payable to affiliates				1
Deferred income taxes		437		427
Other noncurrent liabilities	[1]	1,386		1,381
Total liabilities		7,839		7,722
Huntsman International LLC members' equity
Accumulated (deficit) income		(300)		(325)
Accumulated other comprehensive (loss) income		(1,576)		(1,671)
Total liabilities and equity		$ 9,488		9,189
Huntsman International
Condensed consolidating balance sheets
Percentage of holding in subsidiaries		100.00%
Current assets:
Cash and cash equivalents		$ 454	[1]	413	[1]	208	257
Restricted cash	[1]	12		11
Accounts and notes receivable, net	[1]	1,471		1,402
Accounts receivable from affiliates		362		347
Inventories	[1]	1,486		1,344
Prepaid expenses		62		60
Other current assets	[1]	304		286
Total current assets		4,151		3,863
Property, plant and equipment, net	[1]	4,167		4,190
Investment in unconsolidated affiliates		336		332
Intangible assets, net	[1]	82		66
Goodwill		122		121
Deferred income taxes		412		396
Other noncurrent assets	[1]	514		507
Total assets		9,784		9,475
Current liabilities:
Accounts payable	[1]	1,125		1,070
Accounts payable to affiliates		75		66
Accrued liabilities	[1]	629		613
Notes payable to affiliates		100		100
Current portion of debt	[1]	61		60
Total current liabilities		1,990		1,909
Long-term debt	[1]	4,161		4,135
Notes payable to affiliates		711		697
Deferred income taxes		433		423
Other noncurrent liabilities	[1]	1,385		1,375
Total liabilities		8,680		8,539
Huntsman International LLC members' equity
Members' equity		3,235		3,226
Accumulated (deficit) income		(734)		(779)
Accumulated other comprehensive (loss) income		(1,594)		(1,691)
Total Huntsman International LLC members' equity		907		756
Noncontrolling interests in subsidiaries		197		180
Total equity		1,104		936		1,143	1,084
Total liabilities and equity		9,784		9,475
Reportable legal entities | Huntsman International | Parent Company
Current assets:
Cash and cash equivalents		44		37		31	44
Accounts and notes receivable, net		30		22
Accounts receivable from affiliates		1,321		1,351
Inventories		93		85
Prepaid expenses		59		68
Other current assets		836		820
Total current assets		2,383		2,383
Property, plant and equipment, net		462		463
Investment in unconsolidated affiliates		6,112		5,870
Intangible assets, net		27		28
Goodwill		(13)		(12)
Deferred income taxes		497		515
Notes receivable from affiliates		38		37
Other noncurrent assets		75		74
Total assets		9,581		9,358
Current liabilities:
Accounts payable		55		63
Accounts payable to affiliates		3,742		3,667
Accrued liabilities		76		87
Notes payable to affiliates		100		100
Current portion of debt		28		30
Total current liabilities		4,001		3,947
Long-term debt		3,786		3,763
Notes payable to affiliates		711		696
Deferred income taxes				22
Other noncurrent liabilities		176		174
Total liabilities		8,674		8,602
Huntsman International LLC members' equity
Members' equity		3,235		3,226
Accumulated (deficit) income		(734)		(779)
Accumulated other comprehensive (loss) income		(1,594)		(1,691)
Total Huntsman International LLC members' equity		907		756
Total equity		907		756
Total liabilities and equity		9,581		9,358
Reportable legal entities | Huntsman International | Guarantors
Current assets:
Cash and cash equivalents		1					1
Accounts and notes receivable, net		100		106
Accounts receivable from affiliates		4,686		4,672
Inventories		297		285
Prepaid expenses		99		144
Other current assets		6		5
Total current assets		5,189		5,212
Property, plant and equipment, net		1,395		1,422
Investment in unconsolidated affiliates		1,737		1,533
Intangible assets, net		2		3
Goodwill		82		82
Notes receivable from affiliates		539		530
Other noncurrent assets		176		188
Total assets		9,120		8,970
Current liabilities:
Accounts payable		212		186
Accounts payable to affiliates		790		912
Accrued liabilities		806		807
Total current liabilities		1,808		1,905
Deferred income taxes		315		311
Other noncurrent liabilities		313		314
Total liabilities		2,436		2,530
Huntsman International LLC members' equity
Members' equity		4,560		4,568
Accumulated (deficit) income		1,003		872
Accumulated other comprehensive (loss) income		1,121		1,000
Total Huntsman International LLC members' equity		6,684		6,440
Total equity		6,684		6,440
Total liabilities and equity		9,120		8,970
Reportable legal entities | Huntsman International | Nonguarantors
Current assets:
Cash and cash equivalents		409		376		$ 177	$ 212
Restricted cash		12		11
Accounts and notes receivable, net		1,336		1,269
Accounts receivable from affiliates		242		315
Inventories		1,100		976
Prepaid expenses		39		43
Other current assets		206		185
Total current assets		3,344		3,175
Property, plant and equipment, net		2,309		2,305
Investment in unconsolidated affiliates		250		248
Intangible assets, net		53		35
Goodwill		53		51
Deferred income taxes		426		408
Other noncurrent assets		263		245
Total assets		6,698		6,467
Current liabilities:
Accounts payable		853		816
Accounts payable to affiliates		1,431		1,478
Accrued liabilities		628		640
Current portion of debt		33		30
Total current liabilities		2,945		2,964
Long-term debt		375		372
Notes payable to affiliates		577		568
Deferred income taxes		31		21
Other noncurrent liabilities		896		887
Total liabilities		4,824		4,812
Huntsman International LLC members' equity
Members' equity		3,403		3,390
Accumulated (deficit) income		(143)		(239)
Accumulated other comprehensive (loss) income		(1,561)		(1,654)
Total Huntsman International LLC members' equity		1,699		1,497
Noncontrolling interests in subsidiaries		175		158
Total equity		1,874		1,655
Total liabilities and equity		6,698		6,467
Eliminations | Huntsman International
Current assets:
Accounts and notes receivable, net		5		5
Accounts receivable from affiliates		(5,887)		(5,991)
Inventories		(4)		(2)
Prepaid expenses		(135)		(195)
Other current assets		(744)		(724)
Total current assets		(6,765)		(6,907)
Property, plant and equipment, net		1
Investment in unconsolidated affiliates		(7,763)		(7,319)
Deferred income taxes		(511)		(527)
Notes receivable from affiliates		(577)		(567)
Total assets		(15,615)		(15,320)
Current liabilities:
Accounts payable		5		5
Accounts payable to affiliates		(5,888)		(5,991)
Accrued liabilities		(881)		(921)
Total current liabilities		(6,764)		(6,907)
Notes payable to affiliates		(577)		(567)
Deferred income taxes		87		69
Total liabilities		(7,254)		(7,405)
Huntsman International LLC members' equity
Members' equity		(7,963)		(7,958)
Accumulated (deficit) income		(860)		(633)
Accumulated other comprehensive (loss) income		440		654
Total Huntsman International LLC members' equity		(8,383)		(7,937)
Noncontrolling interests in subsidiaries		22		22
Total equity		(8,361)		(7,915)
Total liabilities and equity		$ (15,615)		$ (15,320)
[1]	At March 31, 2017 and December 31, 2016, respectively, $28 and $25 of cash and cash equivalents, $10 each of restricted cash, $33 and $27 of accounts and notes receivable (net), $42 and $46 of inventories, $6 and $5 of other current assets, $279 and $284 of property, plant and equipment (net), $32 and $31 of intangible assets (net), $37 each of other noncurrent assets, $86 and $90 of accounts payable, $32 and $34 of accrued liabilities, $21 and $14 of current portion of debt, $104 and $114 of longterm debt, and $77 and $76 of other noncurrent liabilities from consolidated variable interest entities are included in the respective balance sheet captions above. See “Note 5. Variable Interest Entities.”

CONDENSED CONSOLIDATING FINAN68

CONDENSED CONSOLIDATING FINANCIAL INFORMATION - HUNTSMAN INTERNATIONAL - CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Revenues:
Trade sales, services and fees, net	$ 2,428	$ 2,321
Related party sales	41	34
Total revenues	2,469	2,355
Cost of goods sold	2,003	1,939
Gross profit	466	416
Selling, general and administrative	228	223
Research and development	37	37
Restructuring, impairment and plant closing costs	36	13
Business separation expenses	9	0
Other operating (income) expense, net	(6)	5
Operating income	162	138
Interest (expense) income	(48)	(50)
Equity in income of investment in affiliates and subsidiaries		1
Other income	2	1
Income from continuing operations before income taxes	116	90
Income tax benefit (expense)	(23)	(27)
Income from continuing operations	93	63
Income (loss) from discontinued operations, net of tax	(1)	(1)
Net income	92	62
Net income attributable to noncontrolling interests	(16)	(6)
Net income attributable to Huntsman Corporation or Huntsman International LLC	76	56
Other comprehensive income	97	29
Comprehensive income attributable to noncontrolling interests	(18)	(8)
Comprehensive income attributable to Huntsman Corporation or Huntsman International LLC	171	83
Huntsman International
Revenues:
Trade sales, services and fees, net	2,428	2,321
Related party sales	41	34
Total revenues	2,469	2,355
Cost of goods sold	2,002	1,938
Gross profit	467	417
Selling, general and administrative	226	221
Research and development	37	37
Restructuring, impairment and plant closing costs	36	13
Business separation expenses	9
Other operating (income) expense, net	(5)	5
Operating income	164	141
Interest (expense) income	(51)	(53)
Equity in income of investment in affiliates and subsidiaries		1
Other income	2	1
Income from continuing operations before income taxes	115	90
Income tax benefit (expense)	(23)	(27)
Income from continuing operations	92	63
Income (loss) from discontinued operations, net of tax	(1)	(1)
Net income	91	62
Net income attributable to noncontrolling interests	(16)	(6)
Net income attributable to Huntsman Corporation or Huntsman International LLC	75	56
Other comprehensive income	99	32
Comprehensive income attributable to noncontrolling interests	(18)	(8)
Comprehensive income attributable to Huntsman Corporation or Huntsman International LLC	172	86
Reportable legal entities | Huntsman International | Parent Company
Revenues:
Trade sales, services and fees, net	247	251
Related party sales	57	53
Total revenues	304	304
Cost of goods sold	247	240
Gross profit	57	64
Selling, general and administrative	49	40
Research and development	11	11
Restructuring, impairment and plant closing costs	1
Business separation expenses	9
Other operating (income) expense, net	3	12
Operating income	(16)	1
Interest (expense) income	(50)	(54)
Equity in income of investment in affiliates and subsidiaries	124	92
Other income	1	1
Income from continuing operations before income taxes	59	40
Income tax benefit (expense)	16	15
Income from continuing operations	75	55
Income (loss) from discontinued operations, net of tax		1
Net income	75	56
Net income attributable to Huntsman Corporation or Huntsman International LLC	75	56
Other comprehensive income	95	30
Comprehensive income attributable to Huntsman Corporation or Huntsman International LLC	170	86
Reportable legal entities | Huntsman International | Guarantors
Revenues:
Trade sales, services and fees, net	635	566
Related party sales	112	104
Total revenues	747	670
Cost of goods sold	653	548
Gross profit	94	122
Selling, general and administrative	44	46
Research and development	10	11
Restructuring, impairment and plant closing costs	3	4
Other operating (income) expense, net	(16)	(7)
Operating income	53	68
Interest (expense) income	4	8
Equity in income of investment in affiliates and subsidiaries	95	44
Income from continuing operations before income taxes	152	120
Income tax benefit (expense)	(21)	(26)
Income from continuing operations	131	94
Net income	131	94
Net income attributable to Huntsman Corporation or Huntsman International LLC	131	94
Other comprehensive income	122	55
Comprehensive income attributable to Huntsman Corporation or Huntsman International LLC	253	149
Reportable legal entities | Huntsman International | Nonguarantors
Revenues:
Trade sales, services and fees, net	1,546	1,504
Related party sales	296	269
Total revenues	1,842	1,773
Cost of goods sold	1,524	1,543
Gross profit	318	230
Selling, general and administrative	133	135
Research and development	16	15
Restructuring, impairment and plant closing costs	32	9
Other operating (income) expense, net	8
Operating income	129	71
Interest (expense) income	(5)	(7)
Equity in income of investment in affiliates and subsidiaries		1
Other income	1
Income from continuing operations before income taxes	125	65
Income tax benefit (expense)	(18)	(16)
Income from continuing operations	107	49
Income (loss) from discontinued operations, net of tax	(1)	(2)
Net income	106	47
Net income attributable to noncontrolling interests	(12)	(3)
Net income attributable to Huntsman Corporation or Huntsman International LLC	94	44
Other comprehensive income	97	50
Comprehensive income attributable to noncontrolling interests	(14)	(5)
Comprehensive income attributable to Huntsman Corporation or Huntsman International LLC	189	92
Eliminations | Huntsman International
Revenues:
Related party sales	(424)	(392)
Total revenues	(424)	(392)
Cost of goods sold	(422)	(393)
Gross profit	(2)	1
Operating income	(2)	1
Equity in income of investment in affiliates and subsidiaries	(219)	(136)
Income from continuing operations before income taxes	(221)	(135)
Income from continuing operations	(221)	(135)
Net income	(221)	(135)
Net income attributable to noncontrolling interests	(4)	(3)
Net income attributable to Huntsman Corporation or Huntsman International LLC	(225)	(138)
Other comprehensive income	(215)	(103)
Comprehensive income attributable to noncontrolling interests	(4)	(3)
Comprehensive income attributable to Huntsman Corporation or Huntsman International LLC	$ (440)	$ (241)

CONDENSED CONSOLIDATING FINAN69

CONDENSED CONSOLIDATING FINANCIAL INFORMATION - HUNTSMAN INTERNATIONAL - CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (Details) - USD ($) $ in Millions	3 Months Ended			12 Months Ended
	Mar. 31, 2017		Mar. 31, 2016	Dec. 31, 2016		Dec. 31, 2015
Condensed consolidating statements of cash flows
Net cash provided by operating activities	$ 93		$ 88
Investing Activities:
Capital expenditures	(74)		(99)
Insurance proceeds for recovery of property damage	54
Cash received from unconsolidated affiliates	12		10
Investment in unconsolidated affiliates	(15)		(12)
Change in restricted cash	(1)		2
Other, net			(2)
Net cash used in investing activities	(24)		(101)
Financing activities:
Net borrowings under revolving loan facilities			45
Repayments of short-term debt	(6)		(12)
Borrowings on short-term debt	2		4
Repayments of long-term debt	(7)		(27)
Proceeds from issuance of long-term debt	8
Repayments of notes payable	(5)		(9)
Borrowings on notes payable			2
Dividends paid to noncontrolling interests	(3)		(9)
Contribution from noncontrolling interests	2
Other, net	(1)
Net cash used in financing activities	(31)		(38)
Effect of exchange rate changes on cash	5		2
Increase (decrease) in cash and cash equivalents				$ 43		$ (49)
Cash and cash equivalents at beginning of period	414	[1]	257	257
Cash and cash equivalents at end of period	457	[1]	208	414	[1]	257
Huntsman International
Condensed consolidating statements of cash flows
Net cash provided by operating activities	90		87
Investing Activities:
Capital expenditures	(74)		(99)
Insurance proceeds for recovery of property damage	54
Cash received from unconsolidated affiliates	12		10
Investment in unconsolidated affiliates	(15)		(12)
Increase in receivable from affiliate	(7)		(2)
Change in restricted cash	(1)		2
Other, net	1		(1)
Net cash used in investing activities	(30)		(102)
Financing activities:
Net borrowings under revolving loan facilities			45
Repayments of short-term debt	(6)		(12)
Borrowings on short-term debt	2		4
Repayments of long-term debt	(7)		(27)
Proceeds from issuance of long-term debt	8
Proceeds from issuance of notes payable from affiliate	15
Repayments of notes payable	(5)		(9)
Borrowings on notes payable			2
Dividends paid to noncontrolling interests	(3)		(9)
Contribution from noncontrolling interests	2
Dividends paid to parent	(30)		(30)
Net cash used in financing activities	(24)		(36)
Effect of exchange rate changes on cash	5		2
Increase (decrease) in cash and cash equivalents	41		(49)
Cash and cash equivalents at beginning of period	413	[1]	257	257
Cash and cash equivalents at end of period	454	[1]	208	413	[1]	257
Reportable legal entities | Huntsman International | Parent Company
Condensed consolidating statements of cash flows
Net cash provided by operating activities	58		55
Investing Activities:
Capital expenditures	(8)		(6)
Investment in affiliate	(12)		(7)
Increase in receivable from affiliate	(7)		(2)
Net cash used in investing activities	(27)		(15)
Financing activities:
Repayments of long-term debt	(4)		(16)
Proceeds from issuance of notes payable from affiliate	15
Repayments of notes payable	(5)		(9)
Borrowings on notes payable			2
Dividends paid to parent	(30)		(30)
Net cash used in financing activities	(24)		(53)
Increase (decrease) in cash and cash equivalents	7		(13)
Cash and cash equivalents at beginning of period	37		44	44
Cash and cash equivalents at end of period	44		31	37		44
Reportable legal entities | Huntsman International | Guarantors
Condensed consolidating statements of cash flows
Net cash provided by operating activities	17		34
Investing Activities:
Capital expenditures	(9)		(31)
Cash received from unconsolidated affiliates	12		10
Investment in affiliate	3		2
Investment in unconsolidated affiliates	(15)		(11)
Net cash used in investing activities	(9)		(30)
Financing activities:
Contribution from parent			2
Distribution to parent	(7)		(7)
Net cash used in financing activities	(7)		(5)
Increase (decrease) in cash and cash equivalents	1		(1)
Cash and cash equivalents at beginning of period			1	1
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	15		(3)
Investing Activities:
Capital expenditures	(57)		(62)
Insurance proceeds for recovery of property damage	54
Investment in unconsolidated affiliates			(1)
Change in restricted cash	(1)		2
Other, net	1		(1)
Net cash used in investing activities	(3)		(62)
Financing activities:
Net borrowings under revolving loan facilities			45
Repayments of short-term debt	(6)		(12)
Borrowings on short-term debt	2		4
Repayments of long-term debt	(3)		(11)
Proceeds from issuance of long-term debt	8
Proceeds from issuance of notes payable from affiliate			6
Dividends paid to noncontrolling interests			(5)
Contribution from noncontrolling interests	2
Contribution from parent	19		7
Distribution to parent	(6)		(6)
Net cash used in financing activities	16		28
Effect of exchange rate changes on cash	5		2
Increase (decrease) in cash and cash equivalents	33		(35)
Cash and cash equivalents at beginning of period	376		212	212
Cash and cash equivalents at end of period	409		177	$ 376		$ 212
Eliminations | Huntsman International
Condensed consolidating statements of cash flows
Net cash provided by operating activities			1
Investing Activities:
Investment in affiliate	9		5
Net cash used in investing activities	9		5
Financing activities:
Proceeds from issuance of notes payable from affiliate			(6)
Dividends paid to noncontrolling interests	(3)		(4)
Contribution from parent	(19)		(9)
Distribution to parent	13		13
Net cash used in financing activities	$ (9)		$ (6)
[1]	At March 31, 2017 and December 31, 2016, respectively, $28 and $25 of cash and cash equivalents, $10 each of restricted cash, $33 and $27 of accounts and notes receivable (net), $42 and $46 of inventories, $6 and $5 of other current assets, $279 and $284 of property, plant and equipment (net), $32 and $31 of intangible assets (net), $37 each of other noncurrent assets, $86 and $90 of accounts payable, $32 and $34 of accrued liabilities, $21 and $14 of current portion of debt, $104 and $114 of longterm debt, and $77 and $76 of other noncurrent liabilities from consolidated variable interest entities are included in the respective balance sheet captions above. See “Note 5. Variable Interest Entities.”