Huntsman (HUN) 10-Q 27 Jul 17 2017 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2017	Jul. 20, 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	Jun. 30, 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		240,022,198
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	Q2

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions		Jun. 30, 2017	Dec. 31, 2016
Current assets:
Cash and cash equivalents	[1]	$ 509	$ 414
Restricted cash	[1]	11	11
Accounts and notes receivable (net of allowance for doubtful accounts of $28 and $27, respectively), ($369 and $437 pledged as collateral, respectively)	[1]	1,586	1,402
Accounts receivable from affiliates		43	33
Inventories	[1]	1,520	1,344
Prepaid expenses		58	60
Other current assets	[1]	253	291
Total current assets		3,980	3,555
Property, plant and equipment, net	[1]	4,228	4,212
Investment in unconsolidated affiliates		325	332
Intangible assets, net	[1]	79	66
Goodwill		137	121
Deferred income taxes		431	396
Other noncurrent assets	[1]	508	507
Total assets		9,688	9,189
Current liabilities:
Accounts payable	[1]	1,138	1,071
Accounts payable to affiliates		32	31
Accrued liabilities	[1]	669	616
Current portion of debt	[1]	44	60
Total current liabilities		1,883	1,778
Long-term debt	[1]	4,072	4,135
Notes payable to affiliates			1
Deferred income taxes		454	427
Other noncurrent liabilities	[1]	1,401	1,381
Total liabilities		7,810	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, 252,549,390 and 250,802,175 shares issued and 238,437,254 and 236,370,347 shares outstanding, respectively		3	3
Additional paid-in capital		3,511	3,447
Treasury stock, 12,607,223 shares		(150)	(150)
Unearned stock-based compensation		(25)	(17)
Accumulated deficit		(164)	(325)
Accumulated other comprehensive loss		(1,508)	(1,671)
Total Huntsman Corporation stockholders' equity		1,667	1,287
Noncontrolling interests in subsidiaries		211	180
Total equity		1,878	1,467
Total liabilities and equity		9,688	9,189
Huntsman International
Current assets:
Cash and cash equivalents	[1]	506	413
Restricted cash	[1]	11	11
Accounts and notes receivable (net of allowance for doubtful accounts of $28 and $27, respectively), ($369 and $437 pledged as collateral, respectively)	[1]	1,584	1,402
Accounts receivable from affiliates		369	347
Inventories	[1]	1,520	1,344
Prepaid expenses		57	60
Other current assets	[1]	250	286
Total current assets		4,297	3,863
Property, plant and equipment, net	[1]	4,211	4,190
Investment in unconsolidated affiliates		325	332
Intangible assets, net	[1]	80	66
Goodwill		137	121
Deferred income taxes		431	396
Other noncurrent assets	[1]	509	507
Total assets		9,990	9,475
Current liabilities:
Accounts payable	[1]	1,138	1,070
Accounts payable to affiliates		75	66
Accrued liabilities	[1]	667	613
Notes payable to affiliates		100	100
Current portion of debt	[1]	44	60
Total current liabilities		2,024	1,909
Long-term debt	[1]	4,072	4,135
Notes payable to affiliates		714	697
Deferred income taxes		450	423
Other noncurrent liabilities	[1]	1,398	1,375
Total liabilities		8,658	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		3,244	3,226
Accumulated deficit		(598)	(779)
Accumulated other comprehensive loss		(1,525)	(1,691)
Total Huntsman International LLC members' equity		1,121	756
Noncontrolling interests in subsidiaries		211	180
Total equity		1,332	936
Total liabilities and equity		$ 9,990	$ 9,475
[1]	At June 30, 2017 and December 31, 2016, respectively, $32 and $25 of cash and cash equivalents, $10 each of restricted cash, $35 and $27 of accounts and notes receivable (net), $51 and $46 of inventories, $5 of other current assets, $274 and $284 of property, plant and equipment (net), $39 and $31 of intangible assets (net), $38 and $37 of other noncurrent assets, $82 and $90 of accounts payable, $33 and $34 of accrued liabilities, $21 and $14 of current portion of debt, $104 and $114 of longterm debt, and $78 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		Jun. 30, 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)		$ 369	$ 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		252,549,390	250,802,175
Common stock, shares outstanding		238,427,254	236,370,347
Treasury stock, shares		12,607,223	12,607,223
Variable Interest Entity
Cash and cash equivalents	[1]	$ 509	$ 414
Restricted cash	[1]	11	11
Accounts and notes receivable (net)	[1]	1,586	1,402
Inventories	[1]	1,520	1,344
Other current assets	[1]	253	291
Property, plant and equipment (net)	[1]	4,228	4,212
Intangible assets (net)	[1]	79	66
Other noncurrent assets	[1]	508	507
Accounts payable	[1]	1,138	1,071
Accrued liabilities	[1]	669	616
Current portion of debt	[1]	44	60
Long-term debt	[1]	4,072	4,135
Other noncurrent liabilities	[1]	1,401	1,381
Consolidated VIE's
Variable Interest Entity
Cash and cash equivalents		32	25
Restricted cash		10	10
Accounts and notes receivable (net)		35	27
Inventories		51	46
Other current assets		5	5
Property, plant and equipment (net)		274	284
Intangible assets (net)		39	31
Other noncurrent assets		38	37
Accounts payable		82	90
Accrued liabilities		33	34
Current portion of debt		21	14
Long-term debt		104	114
Other noncurrent liabilities		78	76
Huntsman International
Accounts and notes receivable, allowance for doubtful accounts (in dollars)		28	27
Accounts and notes receivable, pledged as collateral (in dollars)		$ 369	$ 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]	$ 506	$ 413
Restricted cash	[1]	11	11
Accounts and notes receivable (net)	[1]	1,584	1,402
Inventories	[1]	1,520	1,344
Other current assets	[1]	250	286
Property, plant and equipment (net)	[1]	4,211	4,190
Intangible assets (net)	[1]	80	66
Other noncurrent assets	[1]	509	507
Accounts payable	[1]	1,138	1,070
Accrued liabilities	[1]	667	613
Current portion of debt	[1]	44	60
Long-term debt	[1]	4,072	4,135
Other noncurrent liabilities	[1]	1,398	1,375
Huntsman International | Consolidated VIE's
Variable Interest Entity
Cash and cash equivalents		32	25
Restricted cash		10	10
Accounts and notes receivable (net)		35	27
Inventories		51	46
Other current assets		5	5
Property, plant and equipment (net)		274	284
Intangible assets (net)		39	31
Other noncurrent assets		38	37
Accounts payable		82	90
Accrued liabilities		33	34
Current portion of debt		21	14
Long-term debt		104	114
Other noncurrent liabilities		$ 78	$ 76
[1]	At June 30, 2017 and December 31, 2016, respectively, $32 and $25 of cash and cash equivalents, $10 each of restricted cash, $35 and $27 of accounts and notes receivable (net), $51 and $46 of inventories, $5 of other current assets, $274 and $284 of property, plant and equipment (net), $39 and $31 of intangible assets (net), $38 and $37 of other noncurrent assets, $82 and $90 of accounts payable, $33 and $34 of accrued liabilities, $21 and $14 of current portion of debt, $104 and $114 of longterm debt, and $78 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		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Revenues:
Trade sales, services and fees, net	$ 2,582	$ 2,512	$ 5,010	$ 4,833
Related party sales	34	32	75	66
Total revenues	2,616	2,544	5,085	4,899
Cost of goods sold	2,095	2,087	4,098	4,026
Gross profit	521	457	987	873
Operating expenses:
Selling, general and administrative	227	234	455	457
Research and development	38	39	75	76
Restructuring, impairment and plant closing costs	10	29	46	42
Business separation expenses	12	0	21	0
Merger costs	6		6
Other operating income, net	(47)	(21)	(53)	(16)
Total expenses	246	281	550	559
Operating income	275	176	437	314
Interest expense	47	50	95	100
Equity in income of investment in unconsolidated affiliates	3	2	3	3
Loss on early extinguishment of debt	(1)	(2)	(1)	(2)
Other (loss) income , net	(1)	1	1	2
Income from continuing operations before income taxes	229	127	345	217
Income tax expense	(45)	(32)	(68)	(59)
Income from continuing operations	184	95	277	158
Loss from discontinued operations	(1)	(1)	(2)	(2)
Net income	183	94	275	156
Net income attributable to noncontrolling interests	(16)	(7)	(32)	(13)
Net income attributable to Huntsman Corporation or Huntsman International LLC	$ 167	$ 87	$ 243	$ 143
Basic income (loss) per share:
Income from continuing operations attributable to Huntsman Corporation common stockholders (in dollars per share)	$ 0.70	$ 0.37	$ 1.03	$ 0.62
Loss from discontinued operations attributable to Huntsman Corporation common stockholders, net of tax (in dollars per share)			(0.01)	(0.01)
Net income attributable to Huntsman Corporation common stockholders (in dollars per share)	$ 0.70	$ 0.37	$ 1.02	$ 0.61
Weighted average shares (in shares)	238.3	236.3	237.8	236.2
Diluted income (loss) per share:
Income from continuing operations attributable to Huntsman Corporation common stockholders (in dollars per share)	$ 0.69	$ 0.36	$ 1.01	$ 0.61
Loss from discontinued operations attributable to Huntsman Corporation common stockholders, net of tax (in dollars per share)			(0.01)	(0.01)
Net income attributable to Huntsman Corporation common stockholders (in dollars per share)	$ 0.69	$ 0.36	$ 1	$ 0.60
Weighted average shares (in shares)	243.7	239.5	243.2	238.3
Amounts attributable to Huntsman Corporation common stockholders:
Income from continuing operations	$ 168	$ 88	$ 245	$ 145
Loss from discontinued operations, net of tax	$ (1)	$ (1)	$ (2)	$ (2)
Dividends per share (in dollars per share)	$ 0.125	$ 0.125	$ 0.25	$ 0.25
Huntsman International
Revenues:
Trade sales, services and fees, net	$ 2,582	$ 2,512	$ 5,010	$ 4,833
Related party sales	34	32	75	66
Total revenues	2,616	2,544	5,085	4,899
Cost of goods sold	2,094	2,086	4,096	4,024
Gross profit	522	458	989	875
Operating expenses:
Selling, general and administrative	226	234	452	455
Research and development	38	39	75	76
Restructuring, impairment and plant closing costs	10	29	46	42
Business separation expenses	12		21
Merger costs	6		6
Other operating income, net	(48)	(21)	(53)	(16)
Total expenses	244	281	547	557
Operating income	278	177	442	318
Interest expense	51	53	102	106
Equity in income of investment in unconsolidated affiliates	3	2	3	3
Loss on early extinguishment of debt	(1)	(2)	(1)	(2)
Other (loss) income , net	(2)	1		2
Income from continuing operations before income taxes	227	125	342	215
Income tax expense	(44)	(31)	(67)	(58)
Income from continuing operations	183	94	275	157
Loss from discontinued operations	(1)	(1)	(2)	(2)
Net income	182	93	273	155
Net income attributable to noncontrolling interests	(16)	(7)	(32)	(13)
Net income attributable to Huntsman Corporation or Huntsman International LLC	$ 166	$ 86	$ 241	$ 142

CONDENSED CONSOLIDATED STATEME5

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Net income	$ 183	$ 94	$ 275	$ 156
Other comprehensive income (loss), net of tax:
Foreign currency translations adjustments	58	(53)	135	(26)
Pension and other postretirement benefits adjustments	19	11	37	24
Other, net	(4)	5	(2)	(6)
Other comprehensive income (loss), net of tax	73	(37)	170	(8)
Comprehensive income	256	57	445	148
Comprehensive income attributable to noncontrolling interests	(21)	(5)	(39)	(13)
Comprehensive income attributable to Huntsman Corporation or Huntsman International LLC	235	52	406	135
Huntsman International
Net income	182	93	273	155
Other comprehensive income (loss), net of tax:
Foreign currency translations adjustments	57	(54)	134	(26)
Pension and other postretirement benefits adjustments	21	11	41	26
Other, net	(4)	6	(2)	(5)
Other comprehensive income (loss), net of tax	74	(37)	173	(5)
Comprehensive income	256	56	446	150
Comprehensive income attributable to noncontrolling interests	(21)	(5)	(39)	(13)
Comprehensive income attributable to Huntsman Corporation or Huntsman International LLC	$ 235	$ 51	$ 407	$ 137

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		142		13	155					143		13	156
Dividends paid to parent		(60)			(60)
Other comprehensive income (loss)			(5)		(5)						(8)		(8)
Contribution from parent	$ 16				16
Issuance of nonvested stock awards							17		(17)
Vesting of stock awards							2						2
Vesting of stock awards (in shares)						886,555
Recognition of stock-based compensation							5		10				15
Repurchase and cancellation of stock awards										(2)			(2)
Repurchase and cancellation of stock awards (in shares)						(246,663)
Dividends paid to noncontrolling interests				(21)	(21)							(21)	(21)
Stock options exercised (in shares)						22,854
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										(60)			(60)
Balance at the end of the period at Jun. 30, 2016						$ 3	3,443	(150)	(24)	(447)	(1,296)	179	1,708
Balance (in shares) at Jun. 30, 2016						236,298,003
Balance at the end of the period at Jun. 30, 2016	$ 3,209	(901)	(1,321)	179	1,166
Balance (in units) at Jun. 30, 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		241		32	$ 273					243		32	$ 275
Dividends paid to parent		(60)			(60)
Other comprehensive income (loss)			166	7	173						163	7	170
Contribution from parent	$ 18				18
Issuance of nonvested stock awards							17		(17)
Vesting of stock awards							8						8
Vesting of stock awards (in shares)						1,162,963
Recognition of stock-based compensation							5		9				14
Repurchase and cancellation of stock awards										(8)			(8)
Repurchase and cancellation of stock awards (in shares)						(344,918)
Contribution from noncontrolling interests				2	2							2	2
Dividends paid to noncontrolling interests				(10)	(10)							(10)	(10)
Stock options exercised							34			(14)			20
Stock options exercised (in shares)						1,238,862
Dividends declared on common stock										(60)			(60)
Balance at the end of the period at Jun. 30, 2017						$ 3	$ 3,511	$ (150)	$ (25)	$ (164)	$ (1,508)	$ 211	$ 1,878
Balance (in shares) at Jun. 30, 2017						238,427,254							238,427,254
Balance at the end of the period at Jun. 30, 2017	$ 3,244	$ (598)	$ (1,525)	$ 211	$ 1,332
Balance (in units) at Jun. 30, 2017	2,728				2,728

CONDENSED CONSOLIDATED STATEME7

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2017		Jun. 30, 2016
Operating Activities:
Net income	$ 275		$ 156
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in income of investment in unconsolidated affiliates	(3)		(3)
Depreciation and amortization	214		209
(Gain) loss on disposal of businesses/assets, net	(6)		2
Loss on early extinguishment of debt	1		2
Noncash interest expense	6		8
Noncash restructuring and impairment charges	8		9
Deferred income taxes	22		52
Noncash gain on foreign currency transactions	(6)
Stock-based compensation	19		17
Insurance proceeds for business interruption, net of gain on recovery	28
Other, net	4		(9)
Changes in operating assets and liabilities
Accounts and notes receivable	(148)		(90)
Inventories	(125)		177
Prepaid expenses	3		14
Other current assets	47		22
Other noncurrent assets	(11)		(36)
Accounts payable	73		(56)
Accrued liabilities	(7)		(39)
Other noncurrent liabilities			8
Net cash provided by operating activities	394		443
Investing Activities:
Capital expenditures	(147)		(189)
Insurance proceeds for recovery of property damage	50		8
Cash received from unconsolidated affiliates	27		19
Investment in unconsolidated affiliates	(19)		(14)
Acquisition of business, net of cash acquired	(14)
Proceeds from sale of businesses/assets	19
Change in restricted cash			2
Other, net	1
Net cash used in investing activities	(83)		(174)
Financing Activities:
Net repayments under revolving loan facilities	(36)
Net repayments on overdraft facilities			(1)
Repayments of short-term debt	(8)		(18)
Borrowings on short-term debt	4		6
Repayments of long-term debt	(122)		(582)
Proceeds from issuance of long-term debt	10		547
Repayments of notes payable	(13)		(16)
Borrowings on notes payable			2
Debt issuance costs paid	(3)		(8)
Dividends paid to noncontrolling interests	(10)		(21)
Contribution from noncontrolling interests	2
Dividends paid to common stockholders	(60)		(60)
Repurchase and cancellation of stock awards	(8)		(2)
Proceeds from issuance of common stock	20
Net cash used in financing activities	(224)		(153)
Effect of exchange rate changes on cash	8
Increase in cash and cash equivalents	95		116
Cash and cash equivalents at beginning of period	414	[1]	257
Cash and cash equivalents at end of period	509	[1]	373
Supplemental cash flow information:
Cash paid for interest	92		103
Cash (received) paid for income taxes	(57)		21
Huntsman International
Operating Activities:
Net income	273		155
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in income of investment in unconsolidated affiliates	(3)		(3)
Depreciation and amortization	208		203
(Gain) loss on disposal of businesses/assets, net	(6)		2
Loss on early extinguishment of debt	1		2
Noncash interest expense	13		13
Noncash restructuring and impairment charges	8		9
Deferred income taxes	22		53
Noncash gain on foreign currency transactions	(6)
Noncash compensation	18		16
Insurance proceeds for business interruption, net of gain on recovery	28
Other, net	3		(9)
Changes in operating assets and liabilities
Accounts and notes receivable	(146)		(90)
Inventories	(125)		177
Prepaid expenses	3		15
Other current assets	46		22
Other noncurrent assets	(11)		(36)
Accounts payable	66		(62)
Accrued liabilities	(7)		(38)
Other noncurrent liabilities	4		12
Net cash provided by operating activities	389		441
Investing Activities:
Capital expenditures	(147)		(189)
Insurance proceeds for recovery of property damage	50		8
Cash received from unconsolidated affiliates	27		19
Investment in unconsolidated affiliates	(19)		(14)
Acquisition of business, net of cash acquired	(14)
Proceeds from sale of businesses/assets	19
Increase in receivable from affiliate	(4)
Change in restricted cash			2
Other, net	2
Net cash used in investing activities	(86)		(174)
Financing Activities:
Net repayments under revolving loan facilities	(36)
Net repayments on overdraft facilities			(1)
Repayments of short-term debt	(8)		(18)
Borrowings on short-term debt	4		6
Repayments of long-term debt	(122)		(582)
Proceeds from issuance of long-term debt	10		547
Proceeds from issuance of notes payable from affiliate	18
Repayments of notes payable to affiliate			(1)
Repayments of notes payable	(13)		(16)
Borrowings on notes payable			2
Debt issuance costs paid	(3)		(8)
Dividends paid to noncontrolling interests	(10)		(21)
Contribution from noncontrolling interests	2
Dividends paid to parent	(60)		(60)
Other, net			1
Net cash used in financing activities	(218)		(151)
Effect of exchange rate changes on cash	8
Increase in cash and cash equivalents	93		116
Cash and cash equivalents at beginning of period	413	[1]	257
Cash and cash equivalents at end of period	506	[1]	373
Supplemental cash flow information:
Cash paid for interest	92		103
Cash (received) paid for income taxes	$ (57)		$ 21
[1]	At June 30, 2017 and December 31, 2016, respectively, $32 and $25 of cash and cash equivalents, $10 each of restricted cash, $35 and $27 of accounts and notes receivable (net), $51 and $46 of inventories, $5 of other current assets, $274 and $284 of property, plant and equipment (net), $39 and $31 of intangible assets (net), $38 and $37 of other noncurrent assets, $82 and $90 of accounts payable, $33 and $34 of accrued liabilities, $21 and $14 of current portion of debt, $104 and $114 of longterm debt, and $78 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	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016
Capital expenditures in accounts payable	$ 50	$ 59
Huntsman International
Capital expenditures in accounts payable	50	59
Stock-based compensation	$ 18	$ 16

GENERAL

GENERAL	6 Months Ended
	Jun. 30, 2017
GENERAL
GENERAL	1. GENERAL CERTAIN DEFINITIONS For convenience in this report, the terms “Company,” “Huntsman,” “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; “Clariant” refers to Clariant Ltd; “HuntsmanClariant” refers to the combined company following the consummation of the merger among the Company, Clariant and Merger Sub; and “Venator” refers to Venator Materials PLC and its subsidiaries, which will contain our Pigments and Additives business assuming completion of the Separation. 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 Huntsman and Clariant Merger Separation of our Pigments and Additives Business We are in the process of separating our Pigments and Additives business, which is expected to be completed during the third quarter of 2017. During the third quarter of 2017, we expect to account for the Pigments and Additives business as assets held for sale and discontinued operations. For more information, see “Note 4. Separation of Pigments and Additives Business.” In connection with the separation, Venator Materials PLC (“Venator”) intends to enter into new financing arrangements and e xpects to incur up to $750 million of new debt, which will include (i) $375 million of senior unsecured notes and (ii) borrowings of $375 million under a new senior secured term loan facility. For further information, see “Note 7. Debt—Direct and Subsidiary Debt—Venator Unsecured Notes and Venator Credit Facilities.” 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 a portion of our white end production became operational during the second quarter of 2017. During the first half of 2017, we recorded a loss of $32 million for the write-off of fixed assets and lost inventory in other operating income, net in our condensed consolidated statements of operations. In addition, we recorded a loss of $15 million of costs for cleanup of the facility in other operating income, net through June 30, 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. The fire at our Pori facility did not have a material impact on our 2017 second quarter operating results as losses incurred were offset by insurance proceeds. On February 9, 2017 and May 2, 2017, we received $54 million and $76 million, respectively, as partial progress payments from our insurer. During the first six months of 2017, we recorded $84 million of income related to property damage and business interruption insurance recoveries in other operating income, net in our condensed consolidated statements of operations to offset property damage and business interruption losses recorded during the period. In addition, we recorded $46 million as deferred income in accrued liabilities as of June 30, 2017 for insurance proceeds received for costs not yet incurred. On July 10, 2017, we received an additional progress payment of $11 million from our insurer. Early Prepayment of Debt On July 26, 2017, we made an early prepayment of $100 million on our 2015 extended term loan B facility 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	6 Months Ended
	Jun. 30, 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, other than additional required disclosures, we do not expect the adoption of the amendments in these ASUs to have a significant impact on 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 and believe, based on our preliminary assessment, that we will record significant additional right-to-use assets and lease obligations. 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	6 Months Ended
	Jun. 30, 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): June 30, December 31, 2017 2016 Raw materials and supplies $ 352 $ 291 Work in progress 97 91 Finished goods 1,131 1,017 Total 1,580 1,399 LIFO reserves (60) (55) Net inventories $ 1,520 $ 1,344 For both June 30, 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	6 Months Ended
	Jun. 30, 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, which is expected to be completed during the third quarter of 2017. During the third quarter of 2017, we expect to account for the Pigments and Additives business as assets held for sale and discontinued operations. In connection with the Separation, we recorded business separation expenses of $12 million and nil during the three months ended June 30, 2017 and 2016, respectively, and $21 million and nil during the six months ended June 30, 2017 and 2016, respectively.

VARIABLE INTEREST ENTITIES

VARIABLE INTEREST ENTITIES	6 Months Ended
	Jun. 30, 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 June 30, 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 June 30, 2017 and our consolidated balance sheets as of December 31, 2016 (dollars in millions): June 30, December 31, 2017 2016 Current assets $ 132 $ 117 Property, plant and equipment, net 274 284 Other noncurrent assets 110 98 Deferred income taxes 43 43 Intangible assets 39 31 Goodwill 13 12 Total assets $ 611 $ 585 Current liabilities $ 179 $ 172 Long-term debt 106 116 Deferred income taxes 11 10 Other noncurrent liabilities 78 76 Total liabilities $ 374 $ 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 and six months ended June 30, 2017 and 2016 are as follows (dollars in millions): Three months Six months ended ended June 30, June 30, 2017 2016 2017 2016 Revenues $ 68 $ 56 $ 133 $ 108 Income from continuing operations before income taxes 13 11 24 19 Net cash provided by operating activities 5 17 24 36

RESTRUCTURING, IMPAIRMENT AND P

RESTRUCTURING, IMPAIRMENT AND PLANT CLOSING COSTS	6 Months Ended
	Jun. 30, 2017
RESTRUCTURING, IMPAIRMENT AND PLANT CLOSING COSTS
RESTRUCTURING, IMPAIRMENT AND PLANT CLOSING COSTS	6. RESTRUCTURING, IMPAIRMENT AND PLANT CLOSING COSTS As of June 30, 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 4 — 8 13 2017 charges for 2017 initiatives 25 — — — 25 Distribution of prefunded restructuring costs (1) — — — (1) 2017 payments for 2016 and prior initiatives (9) (13) (1) (8) (31) 2017 payments for 2017 initiatives (1) — — — (1) Net activity of discontinued operations — — (1) — (1) Foreign currency effect on liability balance 1 1 3 — 5 Accrued liabilities as of June 30, 2017 $ 42 $ 10 $ 43 $ 5 $ 100 (1) The workforce reduction reserves relate to the termination of 449 positions, of which 389 positions had not been terminated as of June 30, 2017. (2) Accrued liabilities by initiatives were as follows (dollars in millions): June 30, December 31, 2017 2016 2015 and prior initiatives $ 75 $ 88 2016 initiatives 1 3 2017 initiatives 24 — Total $ 100 $ 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 — — — 5 8 — — 13 2017 charges for 2017 initiatives — — — 6 19 — — 25 Distribution of prefunded restructuring costs — — — — (1) — — (1) 2017 payments for 2016 and prior initiatives (1) — — (15) (15) — — (31) 2017 payments for 2017 initiatives — — — (1) — — — (1) Net activity of discontinued operations — — — — — (1) — (1) Foreign currency effect on liability balance — — — 4 1 — — 5 Accrued liabilities as of June 30, 2017 $ 1 $ — $ 3 60 $ 33 $ 1 $ 2 $ 100 Current portion of restructuring reserves $ 1 $ — $ 2 $ 20 $ 29 $ 1 $ 2 $ 55 Long-term portion of restructuring reserves — — 1 40 4 — — 45 Details with respect to cash and noncash restructuring charges for the three and six months ended June 30, 2017 and 2016 by initiative are provided below (dollars in millions): Three months ended June 30, 2017 Six months ended June 30, 2017 Cash charges: 2017 charges for 2016 and prior initiatives $ 5 $ 13 2017 charges for 2017 initiatives — 25 Pension-related charges 1 1 Accelerated depreciation 1 2 Impairment of assets 3 3 Other non-cash charges — 2 Total 2017 Restructuring, Impairment and Plant Closing Costs $ 10 $ 46 Three months ended June 30, 2016 Six months ended June 30, 2016 Cash charges: 2016 charges for 2015 and prior initiatives $ 19 $ 28 2016 charges for 2016 initiatives 6 6 Accelerated depreciation 3 7 Reversal of reserves no longer required — (1) Other non-cash charges 1 2 Total 2016 Restructuring, Impairment and Plant Closing Costs $ 29 $ 42 2017 RESTRUCTURING ACTIVITIES In September 2011, we implemented a significant restructuring of our Textile Effects segment, including the closure of our production facilities and business support offices in Basel, Switzerland (the “2011 Textile Effects Restructuring”). In connection with this plan, during the six months ended June 30, 2017, our Textile Effects segment recorded restructuring expense of approximately $3 million associated with this initiative. We expect to receive an income of upfront installment payment of approximately $5 million through the end of 2017 to cover our large portion of contract settlement payments. 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 $7 million in the six months ended June 30, 2017 related primarily to workforce reductions. We expect to incur additional charges of approximately $2 million through the end 2017. 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 $5 million in the six months ended June 30, 2017. We expect to incur additional charges of approximately $2 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 $2 million in the six months ended June 30, 2017. We expect to incur additional charges of approximately $3 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 $23 million in the six months ended June 30, 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 2015, our Performance Products segment announced plans for a reorganization of its commercial and technical functions and a refocused divisional business strategy to better position the segment for growth in coming years. In addition, a program was launched to capture growth opportunities, improve manufacturing cost efficiency and reduce inventories. In connection with this restructuring program, we recorded restructuring expense of $10 million in the six months ended June 30, 2016. In connection with the 2011 Textile Effects Restructuring, during the six months ended June 30, 2016, our Textile Effects segment recorded charges of $1 million for non‑cancelable long‑term contract termination costs, $1 million for decommissioning and $2 million in other restructuring costs associated with this initiative. 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 $4 million in the six months ended June 30, 2016. In connection with the Color Pigments Restructuring, we recorded restructuring expense of approximately $8 million in the six months ended June 30, 2016. In connection with the closure of our Pigments and Additives segment’s South African titanium dioxide manufacturing facility, we recorded restructuring expense of approximately $3 million in the six months ended June 30, 2016. Additionally, we recorded an impairment charge of $1 million during the second quarter of 2016. The majority of the long‑lived assets associated with this manufacturing facility were impaired in the fourth quarter of 2015. In connection with planned restructuring activities, our Pigments and Additives segment recorded accelerated depreciation as restructuring expense of $7 million during the six months ended June 30, 2016.

DEBT

DEBT	6 Months Ended
	Jun. 30, 2017
DEBT
DEBT	7. DEBT Outstanding debt, net of debt issuance costs, consisted of the following (dollars in millions): Huntsman Corporation June 30, December 31, 2017 2016 Senior Credit Facilities: Term loans $ 1,862 $ 1,967 Amounts outstanding under A/R programs 181 208 Senior notes 1,884 1,812 Variable interest entities 125 128 Other 64 80 Total debt—excluding debt to affiliates $ 4,116 $ 4,195 Total current portion of debt $ 44 $ 60 Long-term portion 4,072 4,135 Total debt—excluding debt to affiliates $ 4,116 $ 4,195 Total debt—excluding debt to affiliates $ 4,116 $ 4,195 Notes payable to affiliates-noncurrent — 1 Total debt $ 4,116 $ 4,196 Huntsman International June 30, December 31, 2017 2016 Senior Credit Facilities: Term loans $ 1,862 $ 1,967 Amounts outstanding under A/R programs 181 208 Senior notes 1,884 1,812 Variable interest entities 125 128 Other 64 80 Total debt—excluding debt to affiliates $ 4,116 $ 4,195 Total current portion of debt $ 44 $ 60 Long-term portion 4,072 4,135 Total debt—excluding debt to affiliates $ 4,116 $ 4,195 Total debt—excluding debt to affiliates $ 4,116 $ 4,195 Notes payable to affiliates-current 100 100 Notes payable to affiliates-noncurrent 714 697 Total debt $ 4,930 $ 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 June 30, 2017 and December 31, 2016, the amount of debt issuance costs directly reducing the debt liability was $54 million and $57 million, respectively. We record the amortization of debt issuance costs as interest expense. Senior Credit Facilities As of June 30, 2017, our senior credit facilities (“Senior Credit Facilities”) consisted of our revolving facility (“Revolving Facility”), our 2015 Extended Term Loan B, our term loan B facility due 2021 (“ 2021 Term Loan B”) and our term loan B facility due 2023 (“2023 Term Loan B”) 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 $ — $ — $ — USD LIBOR plus 2.75% 2015 Extended Term Loan B N/A 206 1 205 USD LIBOR plus 3.00% 2021 Term Loan B N/A 347 11 336 USD LIBOR plus 2.75%(2) 2023 Term Loan B N/A 1,365 44 1,321 USD LIBOR plus 3.00%(2) (1) We had no borrowings outstanding under our Revolving Facility; we had approximately $17 million (U.S. dollar equivalents) of letters of credit and bank guarantees issued and outstanding under our Revolving Facility. (2) The 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 June 30, 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 both April 25, 2017 and July 26, 2017, we made early prepayments of $100 million each on our 2015 Extended Term Loan B from existing cash. Seventeenth Amendment to Credit Agreement On June 15, 2017, Huntsman International entered into a seventeenth amendment to the agreement governing the Senior Credit Facilities. The amendment allows us to enter into certain transactions in connection with the Separation and to consummate the previously announced merger of Huntsman Corporation with Clariant. In connection with the Separation, the amendment allows for the incurrence of certain indebtedness of Venator to be held in escrow and permits the internal restructuring of the Pigments and Additives assets. In connection with the Separation, Venator and its subsidiaries will be designated as unrestricted subsidiaries and we will be required to repay $450 million of existing term loan indebtedness. 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 June 30, 2017 was as follows (monetary amounts in millions): Maximum Funding Amount Facility Maturity Availability(1) Outstanding Interest Rate(2) U.S. A/R Program April 2020 $ 250 $ 90 (3) Applicable rate plus 0.95% EU A/R Program April 2020 € 150 € 80 Applicable rate plus 1.30% (approximately $170) (approximately $91) (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 June 30, 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 June 30, 2017 and December 31, 2016, $369 million and $437 million, respectively, of accounts receivable were pledged as collateral under our A/R Programs. Venator Unsecured Notes On July 14, 2017, our subsidiaries Venator Finance S.à r.l. and Venator Materials LLC (the “Venator Issuers”) entered into an indenture in connection with the issuance of $375 million in aggregate principal amount of 5.75% Senior Notes due 2025 (the “Venator Notes”). The Venator Notes were sold pursuant to a purchase agreement and were funded into escrow pending completion of the Separation. When released from escrow, the Venator Issuers intend to use the net proceeds of the notes offering to repay intercompany debt to us, to pay a dividend to us (to the extent net proceeds exceed the net intercompany amounts owed to us) and to pay related fees and expenses. The Venator Notes are general unsecured senior obligations of the Venator Issuers and, upon completion of the Separation, will be guaranteed on a general unsecured senior basis by Venator and certain of Venator’s subsidiaries. The indenture imposes certain limitations on the ability of Venator and certain of its subsidiaries to, among other things, incur additional indebtedness secured by any principal properties, incur indebtedness of non-guarantor subsidiaries, enter into sale and leaseback transactions with respect to any principal properties and consolidate or merge with or into any other person or lease, sell or transfer all or substantially all of its properties and assets. The Venator Notes bear interest of 5.75% per year payable semi-annually and will mature on July 15, 2025. The Venator Issuers may redeem the Venator Notes in whole or in part at any time prior to July 15, 2020 at a price equal to 100% of the principal amount thereof plus a “make-whole” premium and accrued and unpaid interest, if any. The Venator Notes will be redeemable in whole or in part at any time on or after July 15, 2020 at the redemption prices in the Venator Indenture, plus accrued and unpaid interest, if any, to, but not including, the redemption date. In addition, at any time prior to July 15, 2020, the Venator Issuers may redeem up to 40% of the aggregate principal amount of the Venator Notes with an amount not greater than the net cash proceeds of certain equity offerings or contributions to Venator’s equity at 105.75% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the redemption date. Upon the occurrence of certain change of control events (other than the Separation), holders of the Venator Notes will have the right to require that the Venator Issuers purchase all or a portion of such holder’s Venator Notes in cash at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of repurchase. Venator Credit Facilities Venator intends to enter into new senior credit facilities ("Venator Credit Facilities") that will provide for first lien senior secured financing of up to $675 million, consisting of: " a term loan facility ("Venator Term Loan"), in an aggregate principal amount of $375 million, with a maturity of seven years; and " an asset-based revolving lending facility ("Venator ABL Facility"), in an aggregate principal amount of up to $300 million, with a maturity of five years. The Venator Term Loan will amortize in aggregate annual amounts equal to 1% of the original principal amount of the Venator Term Loan, payable quarterly commencing with the first full fiscal quarter ended after the date the term loan is funded. Availability to borrow under the $300 million of commitments is subject to a borrowing base calculation comprised of accounts receivable and inventory in United States, Canada, the United Kingdom, Germany and accounts receivable in France and Spain, that fluctuate from time to time and may be further impacted by the lenders’ discretionary ability to impose reserves and availability blocks that might otherwise incrementally increase borrowing availability. As a result, the aggregate amount available for extensions of credit under the Venator ABL Facility at any time will be the lesser of $300 million and the borrowing base calculated according to the formula described above minus the aggregate amount of extensions of credit outstanding under the Venator ABL Facility at such time. Borrowings under the term loan facility will bear interest at a rate equal to, at Venator’s option, either (a) a LIBOR rate determined by reference to the costs of funds for Eurodollar deposits for the interest period relevant to such borrowing, adjusted for certain additional costs subject to an interest rate floor to be agreed or (b) a base rate determined by reference to the highest of (i) the rate of interest per annum determined from time to time by JPMorgan Chase Bank, N.A. as its prime rate in effect at its principal office in New York City, (ii) the federal funds rate plus 0.50% per annum and (iii) the one-month adjusted LIBOR plus 1.00% per annum, in each case plus an applicable margin to be agreed upon. Borrowings under the Venator ABL Facility will bear interest at a variable rate equal to an applicable margin based on the applicable quarterly average excess availability under the Venator ABL Facility plus either a LIBOR or a base rate. Thereafter, the applicable margin percentage will be calculated and established once every three calendar months and will vary from 150 to 200 basis points for LIBOR loans depending on the quarterly average excess availability under the Venator ABL Facility for the immediately preceding three month period. Following the Separation and subject to customary exceptions, all obligations under the Venator Senior Credit Facilities will be unconditionally guaranteed, jointly and severally, on a senior secured basis by Venator and each existing and subsequently acquired or organized direct or indirect material wholly-owned restricted subsidiary of Venator. The obligations of the loan parties will be secured by a pledge of Venator’s capital stock directly held by Venator and any domestic loan parties and substantially all of Venator’s assets and those of each subsidiary guarantor, including capital stock of the subsidiary guarantors and 65% of the capital stock of the first-tier foreign subsidiaries that are not subsidiary guarantors, in each case subject to exceptions. Lien priority as between the term loan facility and the Venator ABL Facility with respect to the collateral will be governed by an intercreditor agreement. Note Payable from Huntsman International to Huntsman Corporation As of June 30, 2017, we had a loan of $814 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 June 30, 2017 on our condensed consolidated balance sheets. As of June 30, 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	6 Months Ended
	Jun. 30, 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 June 30, 2017, we had approximately $146 million in notional amount (in U.S. dollar equivalents) outstanding in forward foreign currency contracts. Huntsman International had 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. These swaps were designated as cash flow hedges and the effective portion of the changes in the fair value of the swaps were recorded in other comprehensive income (loss). These swaps expired 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 June 30, 2017 was $16 million, and the interest rate contract is not designated as a cash flow hedge. As of June 30, 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 six months ended June 30, 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 June 30, 2017, the fair value of this swap was $16 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 June 30, 2017, we have designated approximately €746 million (approximately $846 million) of euro-denominated debt and cross-currency interest rate contracts as a hedge of our net investment. For the six months ended June 30, 2017, the amount of loss recognized on the hedge of our net investment was $54 million and was recorded in other comprehensive income (loss) on our condensed consolidated statements of comprehensive income.

FAIR VALUE

FAIR VALUE	6 Months Ended
	Jun. 30, 2017
FAIR VALUE
FAIR VALUE	9. FAIR VALUE The fair values of financial instruments were as follows (dollars in millions): June 30, 2017 December 31, 2016 Carrying Estimated Carrying Estimated Value Fair Value Value Fair Value Non-qualified employee benefit plan investments $ 29 $ 29 $ 27 $ 27 Investments in equity securities 5 5 18 18 Cross-currency interest rate contracts 16 16 29 29 Interest rate contracts (1) (1) (2) (2) Long-term debt (including current portion) (4,116) (4,381) (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 June 30, 2017 and December 31, 2016. The estimated fair value amounts have not been comprehensively revalued for purposes of these financial statements since June 30, 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 June 30, 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 $ 29 $ 29 $ — $ — Investments in equity securities 5 5 — — Derivatives: Cross-currency interest rate contracts(1) 16 — — 16 Total assets $ 50 $ 34 $ — $ 16 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 six months ended June 30, 2017 and the year ended December 31, 2016. The following table shows a reconciliation of beginning and ending balances for the three and six months ended June 30, 2017 and 2016 for instruments measured at fair value on a recurring basis using significant unobservable inputs (Level 3) (dollars in millions). Three months Six months ended ended June 30, 2017 June 30, 2017 Cross-Currency Interest Cross-Currency Interest Rate Contracts Rate Contracts Fair Value Measurements Using Significant Unobservable Inputs (Level 3) Beginning balance $ 29 $ 29 Transfers into Level 3 — — Transfers out of Level 3 — — Total (losses) gains: Included in earnings — — Included in other comprehensive income (loss) (13) (13) Purchases, sales, issuances and settlements — — Ending balance, June 30, 2017 $ 16 $ 16 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 June 30, 2017 $ — $ — Three months Six months ended ended June 30, 2016 June 30, 2016 Cross-Currency Interest Cross-Currency Interest Rate Contracts Rate Contracts Fair Value Measurements Using Significant Unobservable Inputs (Level 3) Beginning balance $ 20 $ 28 Transfers into Level 3 — — Transfers out of Level 3 — — Total (losses) gains: Included in earnings — — Included in other comprehensive income (loss) 6 (2) Purchases, sales, issuances and settlements — — Ending balance, June 30, 2016 $ 26 $ 26 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 June 30, 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): Three months Six months ended ended June 30, 2017 June 30, 2017 Other Other Interest comprehensive Interest comprehensive 2017 expense income (loss) expense income (loss) Total net gains included in earnings $ — $ — $ — $ — Changes in unrealized losses relating to assets still held at June 30, 2017 — (13) — (13) Three months Six months ended ended June 30, 2016 June 30, 2016 Other Other Interest comprehensive Interest comprehensive 2016 expense income (loss) expense income (loss) Total net gains included in earnings $ — $ — $ — $ — Changes in unrealized losses relating to assets still held at June 30, 2016 — 6 — (2) We also have assets that under certain conditions are subject to measurement at fair value on a non‑recurring basis. These assets include property, plant and equipment and those associated with acquired businesses, including goodwill and intangible assets. For these assets, measurement at fair value in periods subsequent to their initial recognition is applicable if one or more is determined to be impaired. During the six months ended June 30, 2017 and 2016, we recorded charges of $3 million and $1 million, respectively, for the impairment of long‑lived assets.

EMPLOYEE BENEFIT PLANS

EMPLOYEE BENEFIT PLANS	6 Months Ended
	Jun. 30, 2017
EMPLOYEE BENEFIT PLANS
EMPLOYEE BENEFIT PLANS	10. EMPLOYEE BENEFIT PLANS Components of the net periodic benefit costs for the three and six months ended June 30, 2017 and 2016 were as follows (dollars in millions): Huntsman Corporation Other Postretirement Defined Benefit Plans Benefit Plans Three months Three months ended ended June 30, June 30, 2017 2016 2017 2016 Service cost $ 17 $ 16 $ 1 $ — Interest cost 26 31 1 1 Expected return on assets (50) (48) — — Amortization of prior service benefit (1) (3) (2) (1) Amortization of actuarial loss 22 18 1 — Special termination benefits 1 — — — Net periodic benefit cost $ 15 $ 14 $ 1 $ — Other Postretirement Defined Benefit Plans Benefit Plans Six months Six months ended ended June 30, June 30, 2017 2016 2017 2016 Service cost $ 34 $ 32 $ 1 $ 1 Interest cost 51 61 2 2 Expected return on assets (98) (95) — — Amortization of prior service benefit (3) (5) (4) (3) Amortization of actuarial loss 44 34 2 1 Special termination benefits 1 — — — Net periodic benefit cost $ 29 $ 27 $ 1 $ 1 Huntsman International Other Postretirement Defined Benefit Plans Benefit Plans Three months Three months ended ended June 30, June 30, 2017 2016 2017 2016 Service cost $ 17 $ 16 $ 1 $ — Interest cost 26 31 1 1 Expected return on assets (50) (48) — — Amortization of prior service benefit (1) (3) (2) (1) Amortization of actuarial loss 24 19 1 — Special termination benefits 1 — — — Net periodic benefit cost $ 17 $ 15 $ 1 $ — Other Postretirement Defined Benefit Plans Benefit Plans Six months Six months ended ended June 30, June 30, 2017 2016 2017 2016 Service cost $ 34 $ 32 $ 1 $ 1 Interest cost 51 61 2 2 Expected return on assets (98) (95) — — Amortization of prior service benefit (3) (5) (4) (3) Amortization of actuarial loss 48 37 2 1 Special termination benefits 1 — — — Net periodic benefit cost $ 33 $ 30 $ 1 $ 1 During the three months ended June 30, 2017 and 2016, we made contributions to our pension and other postretirement benefit plans of $39 million and $38 million, respectively. During the remainder of 2017, we expect to contribute an additional amount of approximately $80 million to these plans.

COMMON STOCK DIVIDENDS

COMMON STOCK DIVIDENDS	6 Months Ended
	Jun. 30, 2017
COMMON STOCK DIVIDENDS
COMMON STOCK DIVIDENDS	11. COMMON STOCK DIVIDENDS During each of the quarters ended June 30, 2017 and 2016 and 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)	6 Months Ended
	Jun. 30, 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 income before reclassifications, gross 118 — — 6 124 (7) 117 Tax benefit 17 — — — 17 — 17 Amounts reclassified from accumulated other comprehensive loss, gross(c) — 39 — (8) 31 — 31 Tax expense — (2) — — (2) — (2) Net current-period other comprehensive income (loss) 135 37 — (2) 170 (7) 163 Ending balance, June 30, 2017 $ (324) $ (1,238) $ 4 $ 21 $ (1,537) $ 29 $ (1,508) (a) Amounts are net of tax of $83 and $100 as of June 30, 2017 and January 1, 2017, respectively. (b) Amounts are net of tax of $175 and $177 as of June 30, 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 (loss) income before reclassifications, gross (30) — (8) 2 (36) — (36) Tax benefit 4 — — — 4 — 4 Amounts reclassified from accumulated other comprehensive loss, gross(c) — 27 — — 27 — 27 Tax expense — (3) — — (3) — (3) Net current-period other comprehensive (loss) income (26) 24 (8) 2 (8) — (8) Ending balance, June 30, 2016 $ (314) $ (1,032) $ 3 $ 19 $ (1,324) $ 28 $ (1,296) (a) (b) (c) Three months ended Six months ended June 30, 2017 June 30, 2017 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 $ (3) $ (7) (b) Actuarial loss 23 46 (b)(c) 20 39 Total before tax (1) (2) Income tax expense Total reclassifications for the period $ 19 $ 37 Net of tax Three months ended Six months ended June 30, 2016 June 30, 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) $ (8) (b) Actuarial loss 16 35 (b)(c) 12 27 Total before tax (3) (3) Income tax expense Total reclassifications for the period $ 9 $ 24 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 June 30, 2017 and 2016 and $2 million of actuarial losses related to discontinued operations for both of the six months ended June 30, 2017 and 2016. Huntsman International Foreign Pension Other Other, net Total Amounts Amounts Beginning balance, January 1, 2017 $ (462) $ (1,286) $ 4 $ 17 $ (1,727) $ 36 $ (1,691) Other comprehensive income before reclassifications, gross 117 — — 6 123 (7) 116 Tax benefit 17 — — — 17 — 17 Amounts reclassified from accumulated other comprehensive loss, gross(c) — 43 — (8) 35 — 35 Tax expense — (2) — — (2) — (2) Net current-period other comprehensive income (loss) 134 41 — (2) 173 (7) 166 Ending balance, June 30, 2017 $ (328) $ (1,245) $ 4 $ 15 $ (1,554) $ 29 $ (1,525) (a) Amounts are net of tax of $69 and $86 as of June 30, 2017 and January 1, 2017, respectively. (b) Amounts are net of tax of $203 and $205 as of June 30, 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 (loss) income before reclassifications, gross (30) — (8) 3 (35) — (35) Tax benefit 4 — — — 4 — 4 Amounts reclassified from accumulated other comprehensive loss, gross(c) — 30 — — 30 — 30 Tax expense — (4) — — (4) — (4) Net current-period other comprehensive income (loss) (26) 26 (8) 3 (5) — (5) Ending balance, June 30, 2016 $ (318) $ (1,048) $ 3 $ 14 $ (1,349) $ 28 $ (1,321) (a) Amounts are net of tax of $72 and $76 as of June 30, 2016 and January 1, 2016, respectively. (b) Amounts are net of tax of $159 and $163 as of both June 30, 2016 and January 1, 2016, respectively. (c) See table below for details about these reclassifications. Three months ended Six months ended June 30, 2017 June 30, 2017 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 $ (3) $ (7) (b) Actuarial loss 25 50 (b)(c) 22 43 Total before tax (1) (2) Income tax expense Total reclassifications for the period $ 21 $ 41 Net of tax Three months ended Six months ended June 30, 2016 June 30, 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) $ (8) (b) Actuarial loss 19 38 (b)(c) 15 30 Total before tax (4) (4) Income tax expense Total reclassifications for the period $ 11 $ 26 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 June 30, 2017 and 2016 and $2 million of actuarial losses related to discontinued operations for both the six months ended June 30, 2017 and 2016.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	6 Months Ended
	Jun. 30, 2017
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES	13. COMMITMENTS AND CONTINGENCIES LEGAL MATTERS 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 $173 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 $128 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 $128 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	6 Months Ended
	Jun. 30, 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 six months ended June 30, 2017 and 2016, our capital expenditures for EHS matters totaled $17 million and $22 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 June 30, 2017 and December 31, 2016, respectively. Of these amounts, $6 million and $7 million were classified as accrued liabilities in each of our condensed consolidated balance sheets as of June 30, 2017 and December 31, 2016, respectively, and $29 million and $27 million were classified as other noncurrent liabilities in our condensed consolidated balance sheets as of June 30, 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 June 30, 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	6 Months Ended
	Jun. 30, 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 June 30, 2017, we were authorized to grant up to 8.2 million shares under the 2016 Stock Incentive Plan. As of June 30, 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 Six months ended ended ended June 30, June 30, 2017 2016 2017 2016 Huntsman Corporation compensation cost $ 9 $ 9 $ 19 $ 17 Huntsman International compensation cost 9 9 18 16 The total income tax benefit recognized in the condensed consolidated statements of operations for us and Huntsman International for stock-based compensation arrangements was $4 million and $3 million for the six months ended June 30, 2017 and 2016, respectively. 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 Six months ended ended ended June 30, June 30, 2017 2016 2017 2016 Dividend yield 2.0 % 3.3 % 2.4 % 5.6 % Expected volatility 56.6 % 57.7 % 56.9 % 57.9 % Risk-free interest rate 1.9 % 1.5 % 2.0 % 1.4 % Expected life of stock options granted during the period 5.9 years 5.9 years 5.9 years 5.9 years A summary of stock option activity under the 2016 Stock Incentive Plan and the Prior Plan as of June 30, 2017 and changes during the six 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 997 21.04 Exercised (1,925) 17.73 Forfeited (60) 17.39 Outstanding at June 30, 2017 10,257 13.28 6.1 $ 129 Exercisable at June 30, 2017 6,974 12.96 4.8 90 The weighted‑average grant‑date fair value of stock options granted during the six months ended June 30, 2017 was $9.26 per option. As of June 30, 2017, there was $14 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 2.1 years. The total intrinsic value of stock options exercised during the six months ended June 30, 2017 and 2016 was approximately $9 million and nil, respectively. Cash received from stock options exercised during the six months ended June 30, 2017 and 2016 was approximately $20 million and nil, respectively. The cash tax benefit from stock options exercised during the six months ended June 30, 2017 and 2016 was approximately $2 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 six months ended June 30, 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 six months ended June 30, 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 June 30, 2017 and changes during the six 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 779 22.60 285 21.01 Vested (903) (1) 16.23 (366) 14.07 Forfeited (15) 15.63 (28) 12.48 Nonvested at June 30, 2017 2,857 14.97 803 14.55 (1) As of June 30, 2017, a total of 480,604 restricted stock units were vested but not yet issued, of which 25,704 vested during the six months ended June 30, 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 June 30, 2017, there was $42 million of total unrecognized compensation cost related to nonvested share compensation arrangements granted under the 2016 Stock Incentive Plan and the Prior Plan. That cost is expected to be recognized over a weighted‑average period of approximately 2.0 years. The value of share awards that vested during the six months ended June 30, 2017 and 2016 was $20 million and $15 million, respectively.

INCOME TAXES

INCOME TAXES	6 Months Ended
	Jun. 30, 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 six months ended June 30, 2017, we released a valuation allowance of $7 million on certain net deferred assets of our Polyurethanes business in Italy. On March 1, 2017 and April 1, 2017, we demerged the Italian legal entities 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 same period, we also released a valuation allowance of $11 million on certain deferred tax assets in Luxembourg as a result of changes in estimated future taxable income resulting from increased intercompany receivables and, therefore, increased income in Luxembourg, our primary treasury center outside of the U.S. During the six months ended June 30, 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 $6 million and $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 $68 million and $59 million for the six months ended June 30, 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 low tax rates and valuation allowances, and the release of the Italy valuation allowance, resulted in a lower effective tax rate through the second quarter of 2017. Huntsman International Huntsman International recorded income tax expense of $67 million and $58 million for the six months ended June 30, 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 low tax rates and valuation allowances, and the release of the Italy valuation allowance, resulted in a lower effective tax rate through the second quarter of 2017.

NET INCOME PER SHARE

NET INCOME PER SHARE	6 Months Ended
	Jun. 30, 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 Six months ended ended June 30, June 30, 2017 2016 2017 2016 Numerator: Basic and diluted income from continuing operations: Income from continuing operations attributable to Huntsman Corporation $ 168 $ 88 $ 245 $ 145 Basic and diluted net income: Net income attributable to Huntsman Corporation $ 167 $ 87 $ 243 $ 143 Denominator: Weighted average shares outstanding 238.3 236.3 237.8 Dilutive shares: Stock-based awards 5.4 3.2 5.4 2.1 Total weighted average shares outstanding, including dilutive shares 243.7 239.5 243.2 238.3 Additional stock‑based awards of 2.0 million and 5.9 million weighted average equivalent shares of stock were outstanding during the three months ended June 30, 2017 and 2016, respectively, and 2.1 million and 7.8 million weighted average equivalent shares of stock were outstanding during the six months ended June 30, 2017 and 2016, respectively. However, these stock‑based awards were not included in the computation of diluted earnings per share for the three and six months ended June 30, 2017 and 2016 because the effect would be anti‑dilutive.

OPERATING SEGMENT INFORMATION

OPERATING SEGMENT INFORMATION	6 Months Ended
	Jun. 30, 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 Six months ended ended June 30, June 30, 2017 2016 2017 2016 Revenues: Polyurethanes $ 1,022 $ 976 $ 1,975 $ 1,812 Performance Products 561 566 1,094 1,102 Advanced Materials 260 261 519 527 Textile Effects 205 198 393 383 Pigments and Additives 562 576 1,099 1,116 Corporate and eliminations 6 (33) 5 (41) Total $ 2,616 $ 2,544 $ 5,085 $ 4,899 Huntsman Corporation: Segment adjusted EBITDA(1): Polyurethanes $ 167 $ 171 $ 311 $ 302 Performance Products 102 86 186 178 Advanced Materials 56 58 110 118 Textile Effects 24 24 45 42 Pigments and Additives 114 31 183 46 Corporate and other(2) (50) (45) (93) (87) Total 413 325 742 599 Reconciliation of adjusted EBITDA to net income: Interest expense (47) (50) (95) (100) Income tax expense—continuing operations (45) (32) (68) (59) Income tax benefit—discontinued operations — — 1 1 Depreciation and amortization (108) (109) (214) (209) Net income attributable to noncontrolling interests 16 7 32 13 Other adjustments: Business acquisition and integration expenses (4) (4) (7) (13) Merger costs (6) — (6) — EBITDA of discontinued operations (1) (1) (3) (3) Loss on early extinguishment of debt (1) (2) (1) (2) Certain legal settlements and related expenses (1) — (1) (1) Gain on sale of assets 9 — 9 — Amortization of pension and postretirement actuarial losses (22) (17) (44) (33) Net plant incident credits (costs) 2 7 (3) 6 Restructuring, impairment and plant closing costs (10) (30) (46) (43) Business separation expenses (12) — (21) — Net income $ 183 $ 94 $ 275 $ 156 Three months Six months ended ended June 30, June 30, 2017 2016 2017 2016 Huntsman International: Segment adjusted EBITDA(1): Polyurethanes $ 167 $ 171 $ 311 $ 302 Performance Products 102 86 186 178 Advanced Materials 56 58 110 118 Textile Effects 24 24 45 42 Pigments and Additives 114 31 183 46 Corporate and other(2) (50) (43) (91) (85) Total 413 327 744 601 Reconciliation of adjusted EBITDA to net income: Interest expense (51) (53) (102) (106) Income tax expense—continuing operations (44) (31) (67) (58) Income tax benefit—discontinued operations — — 1 1 Depreciation and amortization (104) (106) (208) (203) Net income attributable to noncontrolling interests 16 7 32 13 Other adjustments: Business acquisition and integration expenses (4) (4) (7) (13) Merger costs (6) — (6) — EBITDA of discontinued operations (1) (1) (3) (3) Loss on early extinguishment of debt (1) (2) (1) (2) Certain legal settlements and related expenses (1) — (1) (1) Gain on sale of assets 9 — 9 — Amortization of pension and postretirement actuarial losses (24) (21) (48) (37) Net plant incident credits (costs) 2 7 (3) 6 Restructuring, impairment and plant closing costs (10) (30) (46) (43) Business separation expenses (12) — (21) — Net income $ 182 $ $ 93 $ $ 273 $ $ 155 (1) 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) merger costs; (c) EBITDA from discontinued operations; (d) loss on early extinguishment of debt; (e) certain legal settlements and related expenses; (f) gain on sale of assets; (g) amortization of pension and postretirement actuarial losses; (h) net plant incident credits (costs); (i) restructuring, impairment and plant closing costs; and (j) 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	6 Months Ended
	Jun. 30, 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 June 30, 2017 and December 31, 2016 and for the three and six months ended June 30, 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 JUNE 30, 2017 (In Millions) Consolidated Parent Huntsman Company Guarantors Nonguarantors Eliminations International LLC ASSETS Current assets: Cash and cash equivalents $ 158 $ 1 $ 347 $ — $ 506 Restricted cash — — 11 — 11 Accounts and notes receivable, net 29 138 1,412 5 1,584 Accounts receivable from affiliates 1,293 4,767 256 (5,947) 369 Inventories 86 309 1,130 (5) 1,520 Prepaid expenses 37 59 35 (74) 57 Other current assets 766 6 237 (759) 250 Total current assets 2,369 5,280 3,428 (6,780) 4,297 Property, plant and equipment, net 461 1,376 2,374 — 4,211 Investment in unconsolidated affiliates 6,358 1,913 253 (8,199) 325 Intangible assets, net 27 2 51 — 80 Goodwill (13) 82 68 — 137 Deferred income taxes 509 — 444 (522) 431 Notes receivable from affiliates 38 554 — (592) — Other noncurrent assets 64 166 279 — 509 Total assets $ 9,813 $ 9,373 $ 6,897 $ (16,093) $ 9,990 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ 55 $ 205 $ 872 $ 6 $ 1,138 Accounts payable to affiliates 3,827 754 1,440 (5,946) 75 Accrued liabilities 69 846 587 (835) 667 Note payable to affiliate 100 — — — 100 Current portion of debt 17 — 27 — 44 Total current liabilities 4,068 1,805 2,926 (6,775) 2,024 Long-term debt 3,729 — 343 — 4,072 Notes payable to affiliates 714 — 594 (594) 714 Deferred income taxes — 325 51 74 450 Other noncurrent liabilities 181 310 907 — 1,398 Total liabilities 8,692 2,440 4,821 (7,295) 8,658 Equity Huntsman International LLC members’ equity Members’ equity 3,244 4,554 3,336 (7,890) 3,244 Accumulated (deficit) income (598) 1,229 36 (1,265) (598) Accumulated other comprehensive (loss) income (1,525) 1,150 (1,486) 336 (1,525) Total Huntsman International LLC members’ equity 1,121 6,933 1,886 (8,819) 1,121 Noncontrolling interests in subsidiaries — — 190 21 211 Total equity 1,121 6,933 2,076 (8,798) 1,332 Total liabilities and equity $ 9,813 $ 9,373 $ 6,897 $ (16,093) $ 9,990 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 JUNE 30, 2017 (In Millions) Consolidated Parent Huntsman Company Guarantors Nonguarantors Eliminations International LLC Revenues: Trade sales, services and fees, net $ 281 $ 628 $ 1,673 $ — $ 2,582 Related party sales 57 119 293 (435) 34 Total revenues 338 747 1,966 (435) 2,616 Cost of goods sold 270 633 1,626 (435) 2,094 Gross profit 68 114 340 — 522 Selling, general and administrative 46 43 137 — 226 Research and development 12 11 15 — 38 Restructuring, impairment and plant closing costs 3 3 4 — 10 Business separation expenses 12 — — — 12 Merger costs 6 — — — 6 Other operating expense (income), net 13 (10) (51) — (48) Operating (expense) income (24) 67 235 — 278 Interest (expense) income (50) 4 (5) — (51) Equity in income of investment in affiliates and subsidiaries 223 179 3 (402) 3 Loss on early extinguishment of debt (1) — — — (1) Other (loss) income, net (1) 2 (2) (1) (2) Income from continuing operations before income taxes 147 252 231 (403) 227 Income tax benefit (expense) 19 (26) (37) — (44) Income from continuing operations 166 226 194 (403) 183 Loss from discontinued operations, net of tax — (1) — — (1) Net income 166 225 194 (403) 182 Net income attributable to noncontrolling interests — — (14) (2) (16) Net income attributable to Huntsman International LLC $ 166 $ 225 $ 180 $ (405) $ 166 Net income $ 166 $ 225 $ 194 $ (403) $ 182 Other comprehensive income 69 30 79 (104) 74 Comprehensive income attributable to noncontrolling interests — — (19) (2) (21) Comprehensive income attributable to Huntsman International LLC $ 235 $ 255 $ 254 $ (509) $ 235 HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME THREE MONTHS ENDED JUNE 30, 2016 (In Millions) Consolidated Parent Huntsman Company Guarantors Nonguarantors Eliminations International LLC Revenues: Trade sales, services and fees, net $ 272 $ 623 $ 1,617 $ — $ 2,512 Related party sales 41 106 279 (394) 32 Total revenues 313 729 1,896 (394) 2,544 Cost of goods sold 237 610 1,634 (395) 2,086 Gross profit 76 119 262 1 458 Selling, general and administrative 44 36 154 — 234 Research and development 11 11 17 — 39 Restructuring, impairment and plant closing costs 3 15 11 — 29 Other operating income, net (4) (10) (7) — (21) Operating income 22 67 87 1 177 Interest (expense) income (57) 9 (5) — (53) Equity in (loss) income of investment in affiliates and subsidiaries (107) 59 2 48 2 Loss on early extinguishment of debt (2) — — — (2) Dividend income 216 — — (216) — Other (loss) income, net (1) 8 (6) — 1 Income from continuing operations before income taxes 71 143 78 (167) 125 Income tax benefit (expense) 15 (30) (16) — (31) Income from continuing operations 86 113 62 (167) 94 Loss from discontinued operations, net of tax — (1) — — (1) Net income 86 112 62 (167) 93 Net income attributable to noncontrolling interests — — (3) (4) (7) Net income attributable to Huntsman International LLC $ 86 $ 112 $ 59 $ (171) $ 86 Net income $ 86 $ 112 $ 62 $ (167) $ 93 Other comprehensive (loss) income (35) 21 (47) 24 (37) Comprehensive income attributable to noncontrolling interests — — (1) (4) (5) Comprehensive income attributable to Huntsman International LLC $ 51 $ 133 $ 14 $ (147) $ 51 HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME SIX MONTHS ENDED JUNE 30, 2017 (In Millions) Consolidated Parent Huntsman Company Guarantors Nonguarantors Eliminations International LLC Revenues: Trade sales, services and fees, net $ 528 $ 1,263 $ 3,219 $ — $ 5,010 Related party sales 114 231 589 (859) 75 Total revenues 642 1,494 3,808 (859) 5,085 Cost of goods sold 517 1,286 3,150 (857) 4,096 Gross profit 125 208 658 (2) 989 Selling, general and administrative 95 87 270 — 452 Research and development 23 21 31 — 75 Restructuring, impairment and plant closing costs 4 6 36 — 46 Business separation expenses 21 — — — 21 Merger costs 6 — — — 6 Other operating expense (income), net 16 (26) (43) — (53) Operating (expense) income (40) 120 364 (2) 442 Interest (expense) income (100) 8 (10) — (102) Equity in income of investment in affiliates and subsidiaries 347 274 3 (621) 3 Loss on early extinguishment of debt (1) — — — (1) Other income (loss), net — 2 (1) (1) — Income from continuing operations before income taxes 206 404 356 (624) 342 Income tax benefit (expense) 35 (47) (55) — (67) Income from continuing operations 241 357 301 (624) 275 Loss from discontinued operations, net of tax — (1) (1) — (2) Net income 241 356 300 (624) 273 Net income attributable to noncontrolling interests — — (26) (6) (32) Net income attributable to Huntsman International LLC $ 241 $ 356 $ 274 $ (630) $ 241 Net income $ 241 $ 356 $ 300 $ (624) $ 273 Other comprehensive income 166 150 176 (319) 173 Comprehensive income attributable to noncontrolling interests — — (33) (6) (39) Comprehensive income attributable to Huntsman International LLC $ 407 $ 506 $ 443 $ (949) $ 407 HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME SIX MONTHS ENDED JUNE 30, 2016 (In Millions) Consolidated Parent Huntsman Company Guarantors Nonguarantors Eliminations International LLC Revenues: Trade sales, services and fees, net $ 523 $ 1,189 $ 3,121 $ — $ 4,833 Related party sales 94 210 548 (786) 66 Total revenues 617 1,399 3,669 (786) 4,899 Cost of goods sold 477 1,158 3,177 (788) 4,024 Gross profit 140 241 492 2 875 Selling, general and administrative 84 82 289 — 455 Research and development 22 22 32 — 76 Restructuring, impairment and plant closing costs 3 19 20 — 42 Other operating expense (income), net 8 (17) (7) — (16) Operating income 23 135 158 2 318 Interest (expense) income (111) 17 (12) — (106) Equity in (loss) income of investment in affiliates and subsidiaries (15) 103 3 (88) 3 Loss on early extinguishment of debt (2) — — — (2) Dividend income 216 — — (216) — Other income (loss), net — 8 (6) — 2 Income from continuing operations before income taxes 111 263 143 (302) 215 Income tax benefit (expense) 30 (56) (32) — (58) Income from continuing operations 141 207 111 (302) 157 Income (loss) from discontinued operations, net of tax 1 (1) (2) — (2) Net income 142 206 109 (302) 155 Net income attributable to noncontrolling interests — — (6) (7) (13) Net income attributable to Huntsman International LLC $ 142 $ 206 $ 103 $ (309) $ 142 Net income $ 142 $ 206 $ 109 $ (302) $ 155 Other comprehensive (loss) income (5) 76 3 (79) (5) Comprehensive income attributable to noncontrolling interests — — (6) (7) (13) Comprehensive income attributable to Huntsman International LLC $ 137 $ 282 $ 106 $ (388) $ 137 HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS SIX MONTHS ENDED JUNE 30, 2017 (In Millions) Consolidated Parent Huntsman Company Guarantors Nonguarantors Eliminations International LLC Net cash provided by operating activities $ 255 $ 24 $ 110 $ — $ 389 Investing activities: Capital expenditures (18) (22) (107) — (147) Insurance proceeds for recovery of property damage — — 50 — 50 Cash received from unconsolidated affiliates — 27 — — 27 Cash received from consolidated affiliates 55 5 2 (62) — Investment in unconsolidated affiliates — (19) — — (19) Acquisition of business, net of cash acquired — — (14) — (14) Proceeds from sale of businesses/assets — — 19 — 19 Increase in receivable from affiliate (4) — — — (4) Other — — 2 — 2 Net cash provided by (used in) investing activities 33 (9) (48) (62) (86) Financing activities: Net repayments under revolving loan facilities — — (36) — (36) Repayments of short-term debt — — (8) — (8) Borrowings on short-term debt — — 4 — 4 Repayments of long-term debt (109) — (13) — (122) Proceeds from issuance of long-term debt — — 10 — 10 Proceeds from issuance of notes payable from affiliate 18 — — — 18 Repayments of notes payable (13) — — — (13) Debt issuance costs paid (3) — — — (3) Dividends paid to noncontrolling interests — — (4) (6) (10) Contribution from noncontrolling interests — — 2 — 2 Contribution from parent — 1 — (1) — Distribution to parent — (14) (55) 69 — Dividends paid to parent (60) (1) 1 — (60) Net cash used in financing activities (167) (14) (99) 62 (218) Effect of exchange rate changes on cash — — 8 — 8 Increase (decrease) in cash and cash equivalents 121 1 (29) — 93 Cash and cash equivalents at beginning of period 37 — 376 — 413 Cash and cash equivalents at end of period $ 158 $ 1 $ 347 $ — $ 506 HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS SIX MONTHS ENDED JUNE 30, 2016 (In Millions) Consolidated Parent Huntsman Company Guarantors Nonguarantors Eliminations International LLC Net cash provided by operating activities $ 227 $ 63 $ 151 $ — $ 441 Investing activities: Capital expenditures (11) (63) (115) — (189) Insurance proceeds for recovery of property damage — — 8 — 8 Cash received from unconsolidated affiliates — 19 — — 19 Investment in affiliate (46) 5 — 41 — Investment in unconsolidated affiliates — (13) (1) — (14) Change in restricted cash — — 2 — 2 Net cash used in investing activities (57) (52) (106) 41 (174) Financing activities: Net repayments on overdraft facilities $ — $ — $ (1) $ — $ (1) Repayments of short-term debt — — (18) — (18) Borrowings on short-term debt — — 6 — 6 Repayments of long-term debt (569) — (13) — (582) Proceeds from issuance of long-term debt 547 — — — 547 Repayments of notes payable to affiliate (1) — — — (1) Proceeds of notes payable to affiliate — — 6 (6) — Repayments of notes payable (15) — (1) — (16) Borrowings on notes payable 2 — — — 2 Debt issuance costs paid (8) — — — (8) Contribution from parent — 3 53 (56) — Distribution to parent — (14) (15) 29 — Dividends paid to noncontrolling interests — — (13) (8) (21) Dividends paid to parent (60) — — — (60) Other, net 1 — — — 1 Net cash (used in) provided by financing activities (103) (11) 4 (41) (151) Effect of exchange rate changes on cash — — — — — Decrease in cash and cash equivalents 67 — 49 — 116 Cash and cash equivalents at beginning of period 44 1 212 — 257 Cash and cash equivalents at end of period $ 111 $ 1 $ 261 $ — $ 373 During the six months ended June 30, 2016, we made a noncash capital contribution of approximately $215 million between Parent Company and certain Guarantors.

GENERAL (Policies)

GENERAL (Policies)	6 Months Ended
	Jun. 30, 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)	6 Months Ended
	Jun. 30, 2017
INVENTORIES
Schedule of components of inventory	Inventories consisted of the following (dollars in millions): June 30, December 31, 2017 2016 Raw materials and supplies $ 352 $ 291 Work in progress 97 91 Finished goods 1,131 1,017 Total 1,580 1,399 LIFO reserves (60) (55) Net inventories $ 1,520 $ 1,344

VARIABLE INTEREST ENTITIES (Tab

VARIABLE INTEREST ENTITIES (Tables)	6 Months Ended
	Jun. 30, 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	June 30, December 31, 2017 2016 Current assets $ 132 $ 117 Property, plant and equipment, net 274 284 Other noncurrent assets 110 98 Deferred income taxes 43 43 Intangible assets 39 31 Goodwill 13 12 Total assets $ 611 $ 585 Current liabilities $ 179 $ 172 Long-term debt 106 116 Deferred income taxes 11 10 Other noncurrent liabilities 78 76 Total liabilities $ 374 $ 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 and six months ended June 30, 2017 and 2016 are as follows (dollars in millions): Three months Six months ended ended June 30, June 30, 2017 2016 2017 2016 Revenues $ 68 $ 56 $ 133 $ 108 Income from continuing operations before income taxes 13 11 24 19 Net cash provided by operating activities 5 17 24 36

RESTRUCTURING, IMPAIRMENT AND31

RESTRUCTURING, IMPAIRMENT AND PLANT CLOSING COSTS (Tables)	6 Months Ended
	Jun. 30, 2017
RESTRUCTURING, IMPAIRMENT AND PLANT CLOSING COSTS
Schedule of accrued restructuring, impairment and plant closing costs by type of cost and initiative	As of June 30, 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 4 — 8 13 2017 charges for 2017 initiatives 25 — — — 25 Distribution of prefunded restructuring costs (1) — — — (1) 2017 payments for 2016 and prior initiatives (9) (13) (1) (8) (31) 2017 payments for 2017 initiatives (1) — — — (1) Net activity of discontinued operations — — (1) — (1) Foreign currency effect on liability balance 1 1 3 — 5 Accrued liabilities as of June 30, 2017 $ 42 $ 10 $ 43 $ 5 $ 100 (1) The workforce reduction reserves relate to the termination of 449 positions, of which 389 positions had not been terminated as of June 30, 2017. (2) Accrued liabilities by initiatives were as follows (dollars in millions): June 30, December 31, 2017 2016 2015 and prior initiatives $ 75 $ 88 2016 initiatives 1 3 2017 initiatives 24 — Total $ 100 $ 91
Schedule of accrued liabilities by year of initiatives	(1) Accrued liabilities by initiatives were as follows (dollars in millions): June 30, December 31, 2017 2016 2015 and prior initiatives $ 75 $ 88 2016 initiatives 1 3 2017 initiatives 24 — Total $ 100 $ 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 — — — 5 8 — — 13 2017 charges for 2017 initiatives — — — 6 19 — — 25 Distribution of prefunded restructuring costs — — — — (1) — — (1) 2017 payments for 2016 and prior initiatives (1) — — (15) (15) — — (31) 2017 payments for 2017 initiatives — — — (1) — — — (1) Net activity of discontinued operations — — — — — (1) — (1) Foreign currency effect on liability balance — — — 4 1 — — 5 Accrued liabilities as of June 30, 2017 $ 1 $ — $ 3 60 $ 33 $ 1 $ 2 $ 100 Current portion of restructuring reserves $ 1 $ — $ 2 $ 20 $ 29 $ 1 $ 2 $ 55 Long-term portion of restructuring reserves — — 1 40 4 — — 45
Schedule of cash and noncash restructuring charges by initiative	Details with respect to cash and noncash restructuring charges for the three and six months ended June 30, 2017 and 2016 by initiative are provided below (dollars in millions): Three months ended June 30, 2017 Six months ended June 30, 2017 Cash charges: 2017 charges for 2016 and prior initiatives $ 5 $ 13 2017 charges for 2017 initiatives — 25 Pension-related charges 1 1 Accelerated depreciation 1 2 Impairment of assets 3 3 Other non-cash charges — 2 Total 2017 Restructuring, Impairment and Plant Closing Costs $ 10 $ 46 Three months ended June 30, 2016 Six months ended June 30, 2016 Cash charges: 2016 charges for 2015 and prior initiatives $ 19 $ 28 2016 charges for 2016 initiatives 6 6 Accelerated depreciation 3 7 Reversal of reserves no longer required — (1) Other non-cash charges 1 2 Total 2016 Restructuring, Impairment and Plant Closing Costs $ 29 $ 42

DEBT (Tables)

DEBT (Tables)	6 Months Ended
	Jun. 30, 2017
Debt
Schedule of outstanding debt	June 30, December 31, 2017 2016 Senior Credit Facilities: Term loans $ 1,862 $ 1,967 Amounts outstanding under A/R programs 181 208 Senior notes 1,884 1,812 Variable interest entities 125 128 Other 64 80 Total debt—excluding debt to affiliates $ 4,116 $ 4,195 Total current portion of debt $ 44 $ 60 Long-term portion 4,072 4,135 Total debt—excluding debt to affiliates $ 4,116 $ 4,195 Total debt—excluding debt to affiliates $ 4,116 $ 4,195 Notes payable to affiliates-noncurrent — 1 Total debt $ 4,116 $ 4,196
Huntsman International
Debt
Schedule of outstanding debt	June 30, December 31, 2017 2016 Senior Credit Facilities: Term loans $ 1,862 $ 1,967 Amounts outstanding under A/R programs 181 208 Senior notes 1,884 1,812 Variable interest entities 125 128 Other 64 80 Total debt—excluding debt to affiliates $ 4,116 $ 4,195 Total current portion of debt $ 44 $ 60 Long-term portion 4,072 4,135 Total debt—excluding debt to affiliates $ 4,116 $ 4,195 Total debt—excluding debt to affiliates $ 4,116 $ 4,195 Notes payable to affiliates-current 100 100 Notes payable to affiliates-noncurrent 714 697 Total debt $ 4,930 $ 4,992
Schedule of Senior Credit Facilities	As of June 30, 2017, our senior credit facilities (“Senior Credit Facilities”) consisted of our revolving facility (“Revolving Facility”), our 2015 Extended Term Loan B, our term loan B facility due 2021 (“ 2021 Term Loan B”) and our term loan B facility due 2023 (“2023 Term Loan B”) 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 $ — $ — $ — USD LIBOR plus 2.75% 2015 Extended Term Loan B N/A 206 1 205 USD LIBOR plus 3.00% 2021 Term Loan B N/A 347 11 336 USD LIBOR plus 2.75%(2) 2023 Term Loan B N/A 1,365 44 1,321 USD LIBOR plus 3.00%(2) (1) We had no borrowings outstanding under our Revolving Facility; we had approximately $17 million (U.S. dollar equivalents) of letters of credit and bank guarantees issued and outstanding under our Revolving Facility. (2) The 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 June 30, 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 June 30, 2017 was as follows (monetary amounts in millions): Maximum Funding Amount Facility Maturity Availability(1) Outstanding Interest Rate(2) U.S. A/R Program April 2020 $ 250 $ 90 (3) Applicable rate plus 0.95% EU A/R Program April 2020 € 150 € 80 Applicable rate plus 1.30% (approximately $170) (approximately $91) (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 June 30, 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)	6 Months Ended
	Jun. 30, 2017
FAIR VALUE
Schedule of fair values of financial instruments	The fair values of financial instruments were as follows (dollars in millions): June 30, 2017 December 31, 2016 Carrying Estimated Carrying Estimated Value Fair Value Value Fair Value Non-qualified employee benefit plan investments $ 29 $ 29 $ 27 $ 27 Investments in equity securities 5 5 18 18 Cross-currency interest rate contracts 16 16 29 29 Interest rate contracts (1) (1) (2) (2) Long-term debt (including current portion) (4,116) (4,381) (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 June 30, 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 $ 29 $ 29 $ — $ — Investments in equity securities 5 5 — — Derivatives: Cross-currency interest rate contracts(1) 16 — — 16 Total assets $ 50 $ 34 $ — $ 16 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 six months ended June 30, 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 and six months ended June 30, 2017 and 2016 for instruments measured at fair value on a recurring basis using significant unobservable inputs (Level 3) (dollars in millions). Three months Six months ended ended June 30, 2017 June 30, 2017 Cross-Currency Interest Cross-Currency Interest Rate Contracts Rate Contracts Fair Value Measurements Using Significant Unobservable Inputs (Level 3) Beginning balance $ 29 $ 29 Transfers into Level 3 — — Transfers out of Level 3 — — Total (losses) gains: Included in earnings — — Included in other comprehensive income (loss) (13) (13) Purchases, sales, issuances and settlements — — Ending balance, June 30, 2017 $ 16 $ 16 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 June 30, 2017 $ — $ — Three months Six months ended ended June 30, 2016 June 30, 2016 Cross-Currency Interest Cross-Currency Interest Rate Contracts Rate Contracts Fair Value Measurements Using Significant Unobservable Inputs (Level 3) Beginning balance $ 20 $ 28 Transfers into Level 3 — — Transfers out of Level 3 — — Total (losses) gains: Included in earnings — — Included in other comprehensive income (loss) 6 (2) Purchases, sales, issuances and settlements — — Ending balance, June 30, 2016 $ 26 $ 26 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 June 30, 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): Three months Six months ended ended June 30, 2017 June 30, 2017 Other Other Interest comprehensive Interest comprehensive 2017 expense income (loss) expense income (loss) Total net gains included in earnings $ — $ — $ — $ — Changes in unrealized losses relating to assets still held at June 30, 2017 — (13) — (13) Three months Six months ended ended June 30, 2016 June 30, 2016 Other Other Interest comprehensive Interest comprehensive 2016 expense income (loss) expense income (loss) Total net gains included in earnings $ — $ — $ — $ — Changes in unrealized losses relating to assets still held at June 30, 2016 — 6 — (2)

EMPLOYEE BENEFIT PLANS (Tables)

EMPLOYEE BENEFIT PLANS (Tables)	6 Months Ended
	Jun. 30, 2017
EMPLOYEE BENEFIT PLANS
Components of the net periodic benefit costs	Other Postretirement Defined Benefit Plans Benefit Plans Three months Three months ended ended June 30, June 30, 2017 2016 2017 2016 Service cost $ 17 $ 16 $ 1 $ — Interest cost 26 31 1 1 Expected return on assets (50) (48) — — Amortization of prior service benefit (1) (3) (2) (1) Amortization of actuarial loss 22 18 1 — Special termination benefits 1 — — — Net periodic benefit cost $ 15 $ 14 $ 1 $ — Other Postretirement Defined Benefit Plans Benefit Plans Six months Six months ended ended June 30, June 30, 2017 2016 2017 2016 Service cost $ 34 $ 32 $ 1 $ 1 Interest cost 51 61 2 2 Expected return on assets (98) (95) — — Amortization of prior service benefit (3) (5) (4) (3) Amortization of actuarial loss 44 34 2 1 Special termination benefits 1 — — — Net periodic benefit cost $ 29 $ 27 $ 1 $ 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 June 30, June 30, 2017 2016 2017 2016 Service cost $ 17 $ 16 $ 1 $ — Interest cost 26 31 1 1 Expected return on assets (50) (48) — — Amortization of prior service benefit (1) (3) (2) (1) Amortization of actuarial loss 24 19 1 — Special termination benefits 1 — — — Net periodic benefit cost $ 17 $ 15 $ 1 $ — Other Postretirement Defined Benefit Plans Benefit Plans Six months Six months ended ended June 30, June 30, 2017 2016 2017 2016 Service cost $ 34 $ 32 $ 1 $ 1 Interest cost 51 61 2 2 Expected return on assets (98) (95) — — Amortization of prior service benefit (3) (5) (4) (3) Amortization of actuarial loss 48 37 2 1 Special termination benefits 1 — — — Net periodic benefit cost $ 33 $ 30 $ 1 $ 1

OTHER COMPREHENSIVE INCOME (L35

OTHER COMPREHENSIVE INCOME (LOSS) (Tables)	6 Months Ended
	Jun. 30, 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 income before reclassifications, gross 118 — — 6 124 (7) 117 Tax benefit 17 — — — 17 — 17 Amounts reclassified from accumulated other comprehensive loss, gross(c) — 39 — (8) 31 — 31 Tax expense — (2) — — (2) — (2) Net current-period other comprehensive income (loss) 135 37 — (2) 170 (7) 163 Ending balance, June 30, 2017 $ (324) $ (1,238) $ 4 $ 21 $ (1,537) $ 29 $ (1,508) (a) Amounts are net of tax of $83 and $100 as of June 30, 2017 and January 1, 2017, respectively. (b) Amounts are net of tax of $175 and $177 as of June 30, 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 (loss) income before reclassifications, gross (30) — (8) 2 (36) — (36) Tax benefit 4 — — — 4 — 4 Amounts reclassified from accumulated other comprehensive loss, gross(c) — 27 — — 27 — 27 Tax expense — (3) — — (3) — (3) Net current-period other comprehensive (loss) income (26) 24 (8) 2 (8) — (8) Ending balance, June 30, 2016 $ (314) $ (1,032) $ 3 $ 19 $ (1,324) $ 28 $ (1,296) (a) (b) (c)
Schedule of details about reclassifications from other comprehensive loss	Three months ended Six months ended June 30, 2017 June 30, 2017 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 $ (3) $ (7) (b) Actuarial loss 23 46 (b)(c) 20 39 Total before tax (1) (2) Income tax expense Total reclassifications for the period $ 19 $ 37 Net of tax Three months ended Six months ended June 30, 2016 June 30, 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) $ (8) (b) Actuarial loss 16 35 (b)(c) 12 27 Total before tax (3) (3) Income tax expense Total reclassifications for the period $ 9 $ 24 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 June 30, 2017 and 2016 and $2 million of actuarial losses related to discontinued operations for both of the six months ended June 30, 2017 and 2016.
Huntsman International
OTHER COMPREHENSIVE INCOME (LOSS)
Schedule of other comprehensive loss	Foreign Pension Other Other, net Total Amounts Amounts Beginning balance, January 1, 2017 $ (462) $ (1,286) $ 4 $ 17 $ (1,727) $ 36 $ (1,691) Other comprehensive income before reclassifications, gross 117 — — 6 123 (7) 116 Tax benefit 17 — — — 17 — 17 Amounts reclassified from accumulated other comprehensive loss, gross(c) — 43 — (8) 35 — 35 Tax expense — (2) — — (2) — (2) Net current-period other comprehensive income (loss) 134 41 — (2) 173 (7) 166 Ending balance, June 30, 2017 $ (328) $ (1,245) $ 4 $ 15 $ (1,554) $ 29 $ (1,525) (a) Amounts are net of tax of $69 and $86 as of June 30, 2017 and January 1, 2017, respectively. (b) Amounts are net of tax of $203 and $205 as of June 30, 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 (loss) income before reclassifications, gross (30) — (8) 3 (35) — (35) Tax benefit 4 — — — 4 — 4 Amounts reclassified from accumulated other comprehensive loss, gross(c) — 30 — — 30 — 30 Tax expense — (4) — — (4) — (4) Net current-period other comprehensive income (loss) (26) 26 (8) 3 (5) — (5) Ending balance, June 30, 2016 $ (318) $ (1,048) $ 3 $ 14 $ (1,349) $ 28 $ (1,321) (a) Amounts are net of tax of $72 and $76 as of June 30, 2016 and January 1, 2016, respectively. (b) Amounts are net of tax of $159 and $163 as of both June 30, 2016 and January 1, 2016, respectively. (c) See table below for details about these reclassifications.
Schedule of details about reclassifications from other comprehensive loss	Three months ended Six months ended June 30, 2017 June 30, 2017 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 $ (3) $ (7) (b) Actuarial loss 25 50 (b)(c) 22 43 Total before tax (1) (2) Income tax expense Total reclassifications for the period $ 21 $ 41 Net of tax Three months ended Six months ended June 30, 2016 June 30, 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) $ (8) (b) Actuarial loss 19 38 (b)(c) 15 30 Total before tax (4) (4) Income tax expense Total reclassifications for the period $ 11 $ 26 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 June 30, 2017 and 2016 and $2 million of actuarial losses related to discontinued operations for both the six months ended June 30, 2017 and 2016.

STOCK-BASED COMPENSATION PLAN (

STOCK-BASED COMPENSATION PLAN (Tables)	6 Months Ended
	Jun. 30, 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 Six months ended ended ended June 30, June 30, 2017 2016 2017 2016 Huntsman Corporation compensation cost $ 9 $ 9 $ 19 $ 17 Huntsman International compensation cost 9 9 18 16
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 Six months ended ended ended June 30, June 30, 2017 2016 2017 2016 Dividend yield 2.0 % 3.3 % 2.4 % 5.6 % Expected volatility 56.6 % 57.7 % 56.9 % 57.9 % Risk-free interest rate 1.9 % 1.5 % 2.0 % 1.4 % Expected life of stock options granted during the period 5.9 years 5.9 years 5.9 years 5.9 years
Summary of stock option activity under the Stock Incentive Plan	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 997 21.04 Exercised (1,925) 17.73 Forfeited (60) 17.39 Outstanding at June 30, 2017 10,257 13.28 6.1 $ 129 Exercisable at June 30, 2017 6,974 12.96 4.8 90
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 779 22.60 285 21.01 Vested (903) (1) 16.23 (366) 14.07 Forfeited (15) 15.63 (28) 12.48 Nonvested at June 30, 2017 2,857 14.97 803 14.55 (1) As of June 30, 2017, a total of 480,604 restricted stock units were vested but not yet issued, of which 25,704 vested during the six months ended June 30, 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)	6 Months Ended
	Jun. 30, 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 Six months ended ended June 30, June 30, 2017 2016 2017 2016 Numerator: Basic and diluted income from continuing operations: Income from continuing operations attributable to Huntsman Corporation $ 168 $ 88 $ 245 $ 145 Basic and diluted net income: Net income attributable to Huntsman Corporation $ 167 $ 87 $ 243 $ 143 Denominator: Weighted average shares outstanding 238.3 236.3 237.8 Dilutive shares: Stock-based awards 5.4 3.2 5.4 2.1 Total weighted average shares outstanding, including dilutive shares 243.7 239.5 243.2 238.3

OPERATING SEGMENT INFORMATION (

OPERATING SEGMENT INFORMATION (Tables)	6 Months Ended
	Jun. 30, 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 Six months ended ended June 30, June 30, 2017 2016 2017 2016 Revenues: Polyurethanes $ 1,022 $ 976 $ 1,975 $ 1,812 Performance Products 561 566 1,094 1,102 Advanced Materials 260 261 519 527 Textile Effects 205 198 393 383 Pigments and Additives 562 576 1,099 1,116 Corporate and eliminations 6 (33) 5 (41) Total $ 2,616 $ 2,544 $ 5,085 $ 4,899 Huntsman Corporation: Segment adjusted EBITDA(1): Polyurethanes $ 167 $ 171 311 $ 302 Performance Products 102 86 186 178 Advanced Materials 56 58 110 118 Textile Effects 24 24 45 42 Pigments and Additives 114 31 183 46 Corporate and other(2) (50) (45) (93) (87) Total 413 325 742 599 Reconciliation of adjusted EBITDA to net income: Interest expense (47) (50) (95) (100) Income tax expense—continuing operations (45) (32) (68) (59) Income tax benefit—discontinued operations — — 1 1 Depreciation and amortization (108) (109) (214) (209) Net income attributable to noncontrolling interests 16 7 32 13 Other adjustments: Business acquisition and integration expenses 2 (4) (1) (13) Merger costs (6) — (6) — EBITDA of discontinued operations (1) (1) (3) (3) Gain on disposition of business/assets — — — — Loss on early extinguishment of debt (1) (2) (1) (2) Certain legal settlements and related expenses (1) — (1) (1) Amortization of pension and postretirement actuarial losses (22) (17) (44) (33) Net plant incident credits (costs) 2 7 (3) 6 Restructuring, impairment and plant closing costs (7) (30) (43) (43) Business separation expenses (12) — (21) — Net income $ 183 $ 94 $ 275 $ 156 (1) 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) merger costs; (c) EBITDA from discontinued operations; (d) loss on early extinguishment of debt; (e) certain legal settlements and related expenses; (f) gain on sale of assets; (g) amortization of pension and postretirement actuarial losses; (h) net plant incident credits (costs); (i) restructuring, impairment and plant closing costs; and (j) 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.
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 Six months ended ended June 30, June 30, 2017 2016 2017 2016 Huntsman International: Segment adjusted EBITDA(1): Polyurethanes $ 167 $ 171 $ 311 $ 302 Performance Products 102 86 186 178 Advanced Materials 56 58 110 118 Textile Effects 24 24 45 42 Pigments and Additives 114 31 183 46 Corporate and other(2) (50) (43) (91) (85) Total 413 327 744 601 Reconciliation of adjusted EBITDA to net income: Interest expense (51) (53) (102) (106) Income tax expense—continuing operations (44) (31) (67) (58) Income tax benefit—discontinued operations — — 1 1 Depreciation and amortization (104) (106) (208) (203) Net income attributable to noncontrolling interests 16 7 32 13 Other adjustments: Business acquisition and integration expenses 2 (4) (1) (13) Merger costs (6) — (6) — EBITDA of discontinued operations (1) (1) (3) (3) Gain on disposition of business/assets — — — — Loss on early extinguishment of debt (1) (2) (1) (2) Certain legal settlements and related expenses (1) — (1) (1) Amortization of pension and postretirement actuarial losses (24) (21) (48) (37) Net plant incident costs 2 7 (3) 6 Restructuring, impairment and plant closing costs (7) (30) (43) (43) Business separation expenses (12) — (21) — Net income $ 182 $ $ 93 $ $ 273 $ $ 155 (1) 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) merger costs; (c) EBITDA from discontinued operations; (d) loss on early extinguishment of debt; (e) certain legal settlements and related expenses; (f) gain on sale of assets; (g) amortization of pension and postretirement actuarial losses; (h) net plant incident credits (costs); (i) restructuring, impairment and plant closing costs; and (j) 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 FINAN39

CONDENSED CONSOLIDATING FINANCIAL INFORMATION - HUNTSMAN INTERNATIONAL (Tables)	6 Months Ended
	Jun. 30, 2017
CONDENSED CONSOLIDATING FINANCIAL INFORMATION - HUNTSMAN INTERNATIONAL
CONDENSED CONSOLIDATING BALANCE SHEETS	AS OF JUNE 30, 2017 (In Millions) Consolidated Parent Huntsman Company Guarantors Nonguarantors Eliminations International LLC ASSETS Current assets: Cash and cash equivalents $ 158 $ 1 $ 347 $ — $ 506 Restricted cash — — 11 — 11 Accounts and notes receivable, net 29 138 1,412 5 1,584 Accounts receivable from affiliates 1,293 4,767 256 (5,947) 369 Inventories 86 309 1,130 (5) 1,520 Prepaid expenses 37 59 35 (74) 57 Other current assets 766 6 237 (759) 250 Total current assets 2,369 5,280 3,428 (6,780) 4,297 Property, plant and equipment, net 461 1,376 2,374 — 4,211 Investment in unconsolidated affiliates 6,358 1,913 253 (8,199) 325 Intangible assets, net 27 2 51 — 80 Goodwill (13) 82 68 — 137 Deferred income taxes 509 — 444 (522) 431 Notes receivable from affiliates 38 554 — (592) — Other noncurrent assets 64 166 279 — 509 Total assets $ 9,813 $ 9,373 $ 6,897 $ (16,093) $ 9,990 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ 55 $ 205 $ 872 $ 6 $ 1,138 Accounts payable to affiliates 3,827 754 1,440 (5,946) 75 Accrued liabilities 69 846 587 (835) 667 Note payable to affiliate 100 — — — 100 Current portion of debt 17 — 27 — 44 Total current liabilities 4,068 1,805 2,926 (6,775) 2,024 Long-term debt 3,729 — 343 — 4,072 Notes payable to affiliates 714 — 594 (594) 714 Deferred income taxes — 325 51 74 450 Other noncurrent liabilities 181 310 907 — 1,398 Total liabilities 8,692 2,440 4,821 (7,295) 8,658 Equity Huntsman International LLC members’ equity Members’ equity 3,244 4,554 3,336 (7,890) 3,244 Accumulated (deficit) income (598) 1,229 36 (1,265) (598) Accumulated other comprehensive (loss) income (1,525) 1,150 (1,486) 336 (1,525) Total Huntsman International LLC members’ equity 1,121 6,933 1,886 (8,819) 1,121 Noncontrolling interests in subsidiaries — — 190 21 211 Total equity 1,121 6,933 2,076 (8,798) 1,332 Total liabilities and equity $ 9,813 $ 9,373 $ 6,897 $ (16,093) $ 9,990 AS OF JUNE 30, 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 JUNE 30, 2017 (In Millions) Consolidated Parent Huntsman Company Guarantors Nonguarantors Eliminations International LLC Revenues: Trade sales, services and fees, net $ 281 $ 628 $ 1,673 $ — $ 2,582 Related party sales 57 119 293 (435) 34 Total revenues 338 747 1,966 (435) 2,616 Cost of goods sold 270 633 1,626 (435) 2,094 Gross profit 68 114 340 — 522 Selling, general and administrative 46 43 137 — 226 Research and development 12 11 15 — 38 Restructuring, impairment and plant closing costs 3 3 4 — 10 Business separation expenses 12 — — — 12 Merger costs 6 — — — 6 Other operating expense (income), net 13 (10) (51) — (48) Operating (expense) income (24) 67 235 — 278 Interest (expense) income (50) 4 (5) — (51) Equity in income of investment in affiliates and subsidiaries 223 179 3 (402) 3 Loss on early extinguishment of debt (1) — — — (1) Other (loss) income, net (1) 2 (2) (1) (2) Income from continuing operations before income taxes 147 252 231 (403) 227 Income tax benefit (expense) 19 (26) (37) — (44) Income from continuing operations 166 226 194 (403) 183 Loss from discontinued operations, net of tax — (1) — — (1) Net income 166 225 194 (403) 182 Net income attributable to noncontrolling interests — — (14) (2) (16) Net income attributable to Huntsman International LLC $ 166 $ 225 $ 180 $ (405) $ 166 Net income $ 166 $ 225 $ 194 $ (403) $ 182 Other comprehensive income 69 30 79 (104) 74 Comprehensive income attributable to noncontrolling interests — — (19) (2) (21) Comprehensive income attributable to Huntsman International LLC $ 235 $ 255 $ 254 $ (509) $ 235 THREE MONTHS ENDED JUNE 30, 2016 (In Millions) Consolidated Parent Huntsman Company Guarantors Nonguarantors Eliminations International LLC Revenues: Trade sales, services and fees, net $ 272 $ 623 $ 1,617 $ — $ 2,512 Related party sales 41 106 279 (394) 32 Total revenues 313 729 1,896 (394) 2,544 Cost of goods sold 237 610 1,634 (395) 2,086 Gross profit 76 119 262 1 458 Selling, general and administrative 44 36 154 — 234 Research and development 11 11 17 — 39 Restructuring, impairment and plant closing costs 3 15 11 — 29 Other operating income, net (4) (10) (7) — (21) Operating income 22 67 87 1 177 Interest (expense) income (57) 9 (5) — (53) Equity in (loss) income of investment in affiliates and subsidiaries (107) 59 2 48 2 Loss on early extinguishment of debt (2) — — — (2) Dividend income 216 — — (216) — Other (loss) income, net (1) 8 (6) — 1 Income from continuing operations before income taxes 71 143 78 (167) 125 Income tax benefit (expense) 15 (30) (16) — (31) Income from continuing operations 86 113 62 (167) 94 Loss from discontinued operations, net of tax — (1) — — (1) Net income 86 112 62 (167) 93 Net income attributable to noncontrolling interests — — (3) (4) (7) Net income attributable to Huntsman International LLC $ 86 $ 112 $ 59 $ (171) $ 86 Net income $ 86 $ 112 $ 62 $ (167) $ 93 Other comprehensive (loss) income (35) 21 (47) 24 (37) Comprehensive income attributable to noncontrolling interests — — (1) (4) (5) Comprehensive income attributable to Huntsman International LLC $ 51 $ 133 $ 14 $ (147) $ 51 SIX MONTHS ENDED JUNE 30, 2017 (In Millions) Consolidated Parent Huntsman Company Guarantors Nonguarantors Eliminations International LLC Revenues: Trade sales, services and fees, net $ 528 $ 1,263 $ 3,219 $ — $ 5,010 Related party sales 114 231 589 (859) 75 Total revenues 642 1,494 3,808 (859) 5,085 Cost of goods sold 517 1,286 3,150 (857) 4,096 Gross profit 125 208 658 (2) 989 Selling, general and administrative 95 87 270 — 452 Research and development 23 21 31 — 75 Restructuring, impairment and plant closing costs 4 6 36 — 46 Business separation expenses 21 — — — 21 Merger costs 6 — — — 6 Other operating expense (income), net 16 (26) (43) — (53) Operating (expense) income (40) 120 364 (2) 442 Interest (expense) income (100) 8 (10) — (102) Equity in income of investment in affiliates and subsidiaries 347 274 3 (621) 3 Loss on early extinguishment of debt (1) — — — (1) Other income (loss), net — 2 (1) (1) — Income from continuing operations before income taxes 206 404 356 (624) 342 Income tax benefit (expense) 35 (47) (55) — (67) Income from continuing operations 241 357 301 (624) 275 Loss from discontinued operations, net of tax — (1) (1) — (2) Net income 241 356 300 (624) 273 Net income attributable to noncontrolling interests — — (26) (6) (32) Net income attributable to Huntsman International LLC $ 241 $ 356 $ 274 $ (630) $ 241 Net income $ 241 $ 356 $ 300 $ (624) $ 273 Other comprehensive income 166 150 176 (319) 173 Comprehensive income attributable to noncontrolling interests — — (33) (6) (39) Comprehensive income attributable to Huntsman International LLC $ 407 $ 506 $ 443 $ (949) $ 407 SIX MONTHS ENDED JUNE 30, 2016 (In Millions) Consolidated Parent Huntsman Company Guarantors Nonguarantors Eliminations International LLC Revenues: Trade sales, services and fees, net $ 523 $ 1,189 $ 3,121 $ — $ 4,833 Related party sales 94 210 548 (786) 66 Total revenues 617 1,399 3,669 (786) 4,899 Cost of goods sold 477 1,158 3,177 (788) 4,024 Gross profit 140 241 492 2 875 Selling, general and administrative 84 82 289 — 455 Research and development 22 22 32 — 76 Restructuring, impairment and plant closing costs 3 19 20 — 42 Other operating expense (income), net 8 (17) (7) — (16) Operating income 23 135 158 2 318 Interest (expense) income (111) 17 (12) — (106) Equity in (loss) income of investment in affiliates and subsidiaries (15) 103 3 (88) 3 Loss on early extinguishment of debt (2) — — — (2) Dividend income 216 — — (216) — Other income (loss), net — 8 (6) — 2 Income from continuing operations before income taxes 111 263 143 (302) 215 Income tax benefit (expense) 30 (56) (32) — (58) Income from continuing operations 141 207 111 (302) 157 Income (loss) from discontinued operations, net of tax 1 (1) (2) — (2) Net income 142 206 109 (302) 155 Net income attributable to noncontrolling interests — — (6) (7) (13) Net income attributable to Huntsman International LLC $ 142 $ 206 $ 103 $ (309) $ 142 Net income $ 142 $ 206 $ 109 $ (302) $ 155 Other comprehensive (loss) income (5) 76 3 (79) (5) Comprehensive income attributable to noncontrolling interests — — (6) (7) (13) Comprehensive income attributable to Huntsman International LLC $ 137 $ 282 $ 106 $ (388) $ 137
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS	SIX MONTHS ENDED JUNE 30, 2017 (In Millions) Consolidated Parent Huntsman Company Guarantors Nonguarantors Eliminations International LLC Net cash provided by operating activities $ 255 $ 24 $ 110 $ — $ 389 Investing activities: Capital expenditures (18) (22) (107) — (147) Insurance proceeds for recovery of property damage — — 50 — 50 Cash received from unconsolidated affiliates — 27 — — 27 Cash received from consolidated affiliates 55 5 2 (62) — Investment in unconsolidated affiliates — (19) — — (19) Acquisition of business, net of cash acquired — — (14) — (14) Proceeds from sale of businesses/assets — — 19 — 19 Decrease in receivable from affiliate (4) — — — (4) Other — — 2 — 2 Net cash provided by (used in) investing activities 33 (9) (48) (62) (86) Financing activities: Net repayments under revolving loan facilities — — (36) — (36) Repayments of short-term debt — — (8) — (8) Borrowings on short-term debt — — 4 — 4 Repayments of long-term debt (109) — (13) — (122) Proceeds from issuance of long-term debt — — 10 — 10 Proceeds from issuance of notes payable from affiliate 18 — — — 18 Repayments of notes payable (13) — — — (13) Debt issuance costs paid (3) — — — (3) Dividends paid to noncontrolling interests — — (4) (6) (10) Contribution from noncontrolling interests — — 2 — 2 Contribution from parent — 1 — (1) — Distribution to parent — (14) (55) 69 — Dividends paid to parent (60) (1) 1 — (60) Net cash used in financing activities (167) (14) (99) 62 (218) Effect of exchange rate changes on cash — — 8 — 8 Increase (decrease) in cash and cash equivalents 121 1 (29) — 93 Cash and cash equivalents at beginning of period 37 — 376 — 413 Cash and cash equivalents at end of period $ 158 $ 1 $ 347 $ — $ 506 SIX MONTHS ENDED JUNE 30, 2016 (In Millions) Consolidated Parent Huntsman Company Guarantors Nonguarantors Eliminations International LLC Net cash provided by (used in) operating activities $ 227 $ 63 $ 151 $ — $ 441 Investing activities: Capital expenditures (11) (63) (115) — (189) Insurance proceeds for recovery of property damage — — 8 — 8 Cash received from unconsolidated affiliates — 19 — — 19 Investment in affiliate (46) 5 — 41 — Investment in unconsolidated affiliates — (13) (1) — (14) Change in restricted cash — — 2 — 2 Net cash used in investing activities (57) (52) (106) 41 (174) Financing activities: Net borrowings on overdraft facilities $ — $ — $ (1) $ — $ (1) Repayments of short-term debt — — (18) — (18) Borrowings on short-term debt — — 6 — 6 Repayments of long-term debt (569) — (13) — (582) Proceeds from issuance of long-term debt 547 — — — 547 Repayments of notes payable to affiliate (1) — — — (1) Proceeds of notes payable to affiliate — — 6 (6) — Repayments of notes payable (15) — (1) — (16) Borrowings on notes payable 2 — — — 2 Debt issuance costs paid (8) — — — (8) Contribution from parent — 3 53 (56) — Distribution to parent — (14) (15) 29 — Dividends paid to noncontrolling interests — — (13) (8) (21) Dividends paid to parent (60) — — — (60) Other, net 1 — — — 1 Net cash (used in) provided by financing activities (103) (11) 4 (41) (151) Effect of exchange rate changes on cash — — — — — Decrease in cash and cash equivalents 67 — 49 — 116 Cash and cash equivalents at beginning of period 44 1 212 — 257 Cash and cash equivalents at end of period $ 111 $ 1 $ 261 $ — $ 373

GENERAL (Details)

GENERAL (Details) $ in Millions

Jul. 26, 2017USD ($)

Jul. 10, 2017USD ($)

May 02, 2017USD ($)

Apr. 25, 2017USD ($)

Feb. 09, 2017USD ($)

Jun. 30, 2017USD ($)

Jun. 30, 2016USD ($)

Jun. 30, 2017USD ($)segment

Jun. 30, 2016USD ($)

Sep. 30, 2017USD ($)

Jul. 14, 2017USD ($)

May 21, 2017USD ($)siteemployee

GENERAL

Number of operating segments | segment

5

Loss from write-off of fixed assets and lost inventory

$ (9)

$ (9)

Merger

Merger costs

6

6

Venator Materials PLC | Venator Notes

GENERAL

Principal amount of debt

$ 375

Huntsman International

GENERAL

Loss from write-off of fixed assets and lost inventory

(9)

(9)

Merger

Merger costs

6

6

Huntsman International | 2015 Extended Term Loan B

GENERAL

Early repayment of term loan

$ 100

$ 100

HuntsmanClariant

Merger

Percentage of affirmative votes required for merger

66.70%

Merger value

$ 20,000

Number of associates | employee

28,000

Merger costs

6

$ 0

6

$ 0

Fire at titanium manufacturing facility in Pori, Finland

GENERAL

Retained deductibles for physical damage 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

$ 11

$ 76

$ 54

Fire at titanium manufacturing facility in Pori, Finland | Accrued Liabilities

GENERAL

Deferred income for costs not yet incurred

$ 46

46

Fire at titanium manufacturing facility in Pori, Finland | Other operating income, net

GENERAL

Loss from write-off of fixed assets and lost inventory

32

Loss due to cleanup costs of facility

15

Partial progress payment received from insurer

$ 84

Minimum | HuntsmanClariant

Merger

Number of production sites | site

200

Forecast | Venator Materials PLC

GENERAL

Principal amount of debt

$ 750

Forecast | Venator Materials PLC | Venator Notes

GENERAL

Principal amount of debt

375

Forecast | Venator Materials PLC | Venator Term Loan

GENERAL

Principal amount of debt

$ 375

INVENTORIES (Details)

INVENTORIES (Details) - USD ($) $ in Millions		Jun. 30, 2017	Dec. 31, 2016
Inventories
Raw materials and supplies		$ 352	$ 291
Work in progress		97	91
Finished goods		1,131	1,017
Total		1,580	1,399
LIFO reserves		(60)	(55)
Net inventories	[1]	$ 1,520	$ 1,344
Percentage of inventories recorded using the LIFO cost method		9.00%	9.00%
[1]	At June 30, 2017 and December 31, 2016, respectively, $32 and $25 of cash and cash equivalents, $10 each of restricted cash, $35 and $27 of accounts and notes receivable (net), $51 and $46 of inventories, $5 of other current assets, $274 and $284 of property, plant and equipment (net), $39 and $31 of intangible assets (net), $38 and $37 of other noncurrent assets, $82 and $90 of accounts payable, $33 and $34 of accrued liabilities, $21 and $14 of current portion of debt, $104 and $114 of longterm debt, and $78 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		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
SEPARATION OF PIGMENTS AND ADDITIVES BUSINESS
Business separation expenses	$ 12	$ 0	$ 21	$ 0

VARIABLE INTEREST ENTITIES (Det

VARIABLE INTEREST ENTITIES (Details) - USD ($) $ in Millions		3 Months Ended		6 Months Ended
		Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016	Dec. 31, 2016
Assets and liabilities of VIE
Current assets		$ 3,980		$ 3,980		$ 3,555
Property, plant and equipment, net	[1]	4,228		4,228		4,212
Other noncurrent assets	[1]	508		508		507
Deferred income taxes		431		431		396
Intangible assets	[1]	79		79		66
Goodwill		137		137		121
Total assets		9,688		9,688		9,189
Current liabilities		1,883		1,883		1,778
Long-term debt	[1]	4,072		4,072		4,135
Deferred income taxes		454		454		427
Other noncurrent liabilities	[1]	1,401		1,401		1,381
Total liabilities		7,810		7,810		7,722
Revenues, income from continuing operations before income taxes and net cash provided by operating activities for our variable interest entities
Revenues		2,616	$ 2,544	5,085	$ 4,899
Income from continuing operations before income taxes		229	127	345	217
Net cash provided by operating activities				394	443
Rubicon LLC, Pacific Iron Products, Arabian Amines, Sasol Huntsman GmbH, Co. KG and Viance
Assets and liabilities of VIE
Current assets		132		132		117
Property, plant and equipment, net		274		274		284
Other noncurrent assets		110		110		98
Deferred income taxes		43		43		43
Intangible assets		39		39		31
Goodwill		13		13		12
Total assets		611		611		585
Current liabilities		179		179		172
Long-term debt		106		106		116
Deferred income taxes		11		11		10
Other noncurrent liabilities		78		78		76
Total liabilities		374		374		$ 374
Revenues, income from continuing operations before income taxes and net cash provided by operating activities for our variable interest entities
Revenues		68	56	133	108
Income from continuing operations before income taxes		13	11	24	19
Net cash provided by operating activities		$ 5	$ 17	$ 24	$ 36
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 June 30, 2017 and December 31, 2016, respectively, $32 and $25 of cash and cash equivalents, $10 each of restricted cash, $35 and $27 of accounts and notes receivable (net), $51 and $46 of inventories, $5 of other current assets, $274 and $284 of property, plant and equipment (net), $39 and $31 of intangible assets (net), $38 and $37 of other noncurrent assets, $82 and $90 of accounts payable, $33 and $34 of accrued liabilities, $21 and $14 of current portion of debt, $104 and $114 of longterm debt, and $78 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	6 Months Ended
	Jun. 30, 2017USD ($)	Jun. 30, 2017USD ($)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		5
Accrued liabilities at the end of the period	$ 100	$ 100
Number of positions terminated | item		449
Number of positions not terminated | item		389
2016 and prior initiatives
Accrued restructuring costs roll forward
Restructuring charges	5	$ 13
Restructuring payments		(31)
2017 initiatives
Accrued restructuring costs roll forward
Restructuring charges		25
Restructuring payments		(1)
Accrued liabilities at the end of the period	24	24
Workforce reductions
Accrued restructuring costs roll forward
Accrued liabilities at the beginning of the period		26
Distribution of prefunded restructuring costs		(1)
Foreign currency effect on liability balance		1
Accrued liabilities at the end of the period	42	42
Workforce reductions | 2016 and prior initiatives
Accrued restructuring costs roll forward
Restructuring charges		1
Restructuring payments		(9)
Workforce reductions | 2017 initiatives
Accrued restructuring costs roll forward
Restructuring charges		25
Restructuring payments		(1)
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	10	10
Demolition and decommissioning | 2016 and prior initiatives
Accrued restructuring costs roll forward
Restructuring charges		4
Restructuring payments		(13)
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		3
Accrued liabilities at the end of the period	43	43
Non-cancelable lease and contract termination costs | 2016 and prior initiatives
Accrued restructuring costs roll forward
Restructuring payments		(1)
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	$ 5	5
Other restructuring costs | 2016 and prior initiatives
Accrued restructuring costs roll forward
Restructuring charges		8
Restructuring payments		$ (8)

RESTRUCTURING, IMPAIRMENT AND45

RESTRUCTURING, IMPAIRMENT AND PLANT CLOSING COSTS - ACCRUED LIABILITIES BY INITIATIVE (Details) - USD ($) $ in Millions	Jun. 30, 2017	Dec. 31, 2016
Accrued liabilities by initiatives
Accrued liabilities	$ 100	$ 91
2015 and prior initiatives
Accrued liabilities by initiatives
Accrued liabilities	75	88
2016 initiatives
Accrued liabilities by initiatives
Accrued liabilities	1	$ 3
2017 initiatives
Accrued liabilities by initiatives
Accrued liabilities	$ 24

RESTRUCTURING, IMPAIRMENT AND46

RESTRUCTURING, IMPAIRMENT AND PLANT CLOSING COSTS - RESERVES FOR RESTRUCTURING, IMPAIRMENT AND PLANT CLOSING COSTS (Details) - USD ($) $ in Millions	3 Months Ended	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2017	Jun. 30, 2016
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		5
Accrued liabilities at the end of the period	$ 100	100
Current portion of restructuring reserves	55	55
Long-term portion of restructuring reserves	45	45
2016 and prior initiatives
Accrued restructuring costs roll forward
Restructuring charges	5	13
Restructuring payments		(31)
2017 initiatives
Accrued restructuring costs roll forward
Restructuring charges		25
Restructuring payments		(1)
Accrued liabilities at the end of the period	24	24
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	2
Current portion of restructuring reserves	2	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	1
Current portion of restructuring reserves	1	1
Polyurethanes | 2016 and prior initiatives
Accrued restructuring costs roll forward
Restructuring payments		(1)
Performance Products
Accrued restructuring costs roll forward
Restructuring charges			$ 10
Advanced Materials
Accrued restructuring costs roll forward
Accrued liabilities at the beginning of the period		3
Accrued liabilities at the end of the period	3	3
Current portion of restructuring reserves	2	2
Long-term portion of restructuring reserves	1	1
Textile Effects
Accrued restructuring costs roll forward
Accrued liabilities at the beginning of the period		61
Foreign currency effect on liability balance		4
Accrued liabilities at the end of the period	60	60
Current portion of restructuring reserves	20	20
Long-term portion of restructuring reserves	40	40
Textile Effects | 2016 and prior initiatives
Accrued restructuring costs roll forward
Restructuring charges		5
Restructuring payments		(15)
Textile Effects | 2017 initiatives
Accrued restructuring costs roll forward
Restructuring charges		6
Restructuring payments		(1)
Pigments and Additives
Accrued restructuring costs roll forward
Accrued liabilities at the beginning of the period		21
Distribution of prefunded restructuring costs		(1)
Foreign currency effect on liability balance		1
Accrued liabilities at the end of the period	33	33
Current portion of restructuring reserves	29	29
Long-term portion of restructuring reserves	4	4
Pigments and Additives | 2016 and prior initiatives
Accrued restructuring costs roll forward
Restructuring charges		8
Restructuring payments		(15)
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	1
Current portion of restructuring reserves	$ 1	$ 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		6 Months Ended
	Dec. 31, 2014item	Jun. 30, 2017USD ($)	Jun. 30, 2016USD ($)	Jun. 30, 2017USD ($)item	Jun. 30, 2016USD ($)
Restructuring, impairment and plant closing costs
Pension-related charges		$ 1		$ 1
Accelerated depreciation		1	$ 3	2	$ 7
Reversal of reserves no longer required					(1)
Impairment of assets		3		3
Other non-cash charges			1	2	2
Total restructuring, impairment and plant closing costs		10	29	$ 46	42
Number of positions terminated | item				449
Calais, France Facility
Restructuring, impairment and plant closing costs
Restructuring charges				$ 23
Accelerated depreciation				8
Additional costs expected to be incurred through end of 2017		41		41
Performance Products
Restructuring, impairment and plant closing costs
Restructuring charges					10
Textile Effects | Basel, Switzerland
Restructuring, impairment and plant closing costs
Restructuring charges				3
Upfront restructuring installment income payment expected		5		5
Pigments and Additives
Restructuring, impairment and plant closing costs
Accelerated depreciation					7
Pigments and Additives | South African Titanium Dioxide Manufacturing Facility
Restructuring, impairment and plant closing costs
Restructuring charges				2	3
Impairment of long-lived assets to be disposed of					1
Additional costs expected to be incurred through end of 2017		3		3
Color Pigments Business
Restructuring, impairment and plant closing costs
Restructuring charges				5	8
Additional costs expected to be incurred through end of 2017		2		2
Workforce reductions | Textile Effects
Restructuring, impairment and plant closing costs
Restructuring charges				7
Additional costs expected to be incurred through end of 2017		2		2
Workforce reductions | Pigments and Additives
Restructuring, impairment and plant closing costs
Restructuring charges					4
Number of positions terminated | item	900
Non-cancelable lease and contract termination costs | Textile Effects
Restructuring, impairment and plant closing costs
Restructuring charges					1
Demolition and decommissioning | Textile Effects
Restructuring, impairment and plant closing costs
Restructuring charges					1
Other restructuring costs | Textile Effects
Restructuring, impairment and plant closing costs
Restructuring charges					2
2015 and prior initiatives
Restructuring, impairment and plant closing costs
Restructuring charges			19		28
2016 and prior initiatives
Restructuring, impairment and plant closing costs
Restructuring charges		$ 5		13
2016 and prior initiatives | Textile Effects
Restructuring, impairment and plant closing costs
Restructuring charges				5
2016 and prior initiatives | Pigments and Additives
Restructuring, impairment and plant closing costs
Restructuring charges				8
2016 and prior initiatives | Workforce reductions
Restructuring, impairment and plant closing costs
Restructuring charges				1
2016 and prior initiatives | Demolition and decommissioning
Restructuring, impairment and plant closing costs
Restructuring charges				4
2016 and prior initiatives | Other restructuring costs
Restructuring, impairment and plant closing costs
Restructuring charges				8
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
2016 initiatives
Restructuring, impairment and plant closing costs
Restructuring charges			$ 6		$ 6

DEBT - DEBT OUTSTANDING (Detail

DEBT - DEBT OUTSTANDING (Details) € in Millions, $ in Millions

Jul. 26, 2017USD ($)

Jul. 14, 2017USD ($)

Jun. 15, 2017USD ($)

Apr. 25, 2017USD ($)

Sep. 30, 2017USD ($)

Jun. 30, 2017USD ($)

Jun. 30, 2016USD ($)

Jun. 30, 2017USD ($)

Jun. 30, 2016USD ($)

Jun. 30, 2017EUR (€)

Jun. 30, 2017USD ($)

Dec. 31, 2016USD ($)

Debt

Total debt - excluding debt to affiliates

$ 4,116

$ 4,195

Total current portion of debt

[1]

44

60

Long-term portion

[1]

4,072

4,135

Notes payable to affiliates-noncurrent

1

Total debt

4,116

4,196

Debt issuance costs

54

57

Loan to subsidiary

814

Loss on early extinguishment of debt

$ 1

$ 2

$ 1

$ 2

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

4,116

4,195

Total current portion of debt

[1]

44

60

Long-term portion

[1]

4,072

4,135

Notes payable to affiliates-current

100

100

Notes payable to affiliates-noncurrent

714

697

Total debt

4,930

4,992

Loss on early extinguishment of debt

$ 1

$ 2

$ 1

$ 2

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

Venator Materials PLC | Forecast

Debt

Principal amount of debt

$ 750

Revolving Facility | Huntsman International

Debt

Principal Outstanding

0

Amount of letter of credit and bank guarantees issued and outstanding

17

Revolving Facility | Huntsman International | Maximum

Debt

Debt instrument covenant consolidated leverage ratio

3.75

Revolving Facility | Huntsman International

Debt

Maximum revolving credit facility

$ 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

$ 1,862

1,967

Debt repayment required in connection with the Separation

$ 450

Term loans | Huntsman International

Debt

Total debt - excluding debt to affiliates

1,862

1,967

2015 Extended Term Loan B | Huntsman International

Debt

Principal Outstanding

206

Unamortized Discounts and Debt Issuance Costs

1

Total debt

205

Early repayment of term loan

$ 100

$ 100

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

347

Unamortized Discounts and Debt Issuance Costs

11

Total debt

336

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

1,365

Unamortized Discounts and Debt Issuance Costs

44

Total debt

1,321

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

181

208

Accounts receivable programs | Huntsman International

Debt

Total debt - excluding debt to affiliates

181

208

Accounts receivable pledged as collateral

369

437

U.S. A/R Program Maturing April 2020 | 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 April 2020 | Huntsman International | USD LIBOR or CP

Debt

Basis spread (as a percent)

0.95%

EU A/R Program Maturing April 2020 | Huntsman International

Debt

Total debt

€ 80

91

Maximum Funding Availability

€ 150

170

EU A/R Program Maturing April 2020 | Huntsman International | GDP LIBOR, USD LIBOR, or EURIBOR

Debt

Basis spread (as a percent)

1.30%

Senior notes

Debt

Total debt - excluding debt to affiliates

1,884

1,812

Senior notes | Huntsman International

Debt

Total debt - excluding debt to affiliates

1,884

1,812

Other debt instruments

Debt

Total debt - excluding debt to affiliates

64

80

Other debt instruments | Huntsman International

Debt

Total debt - excluding debt to affiliates

64

$ 80

Venator Notes | Venator Materials PLC

Debt

Principal amount of debt

$ 375

Interest rate (as a percent)

5.75%

Venator Notes | Venator Materials PLC | Forecast

Debt

Principal amount of debt

375

Venator Notes | Venator Materials PLC | Prior to July 15, 2020

Debt

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

100.00%

Percentage of principal amount at which the entity may redeem some or all of the notes, based on net cash proceeds of equity offerings or contributions

40.00%

Percentage of principal amount to calculate net cash proceeds of equity or contributions

105.75%

Venator Notes | Venator Materials PLC | Occurrence of certain change of control events

Debt

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

101.00%

Venator Credit Facilities | Venator Materials PLC

Debt

Maximum revolving credit facility

$ 300

Venator Credit Facilities | Venator Materials PLC | Forecast

Debt

Maximum revolving credit facility

$ 675

Venator Term Loan | Forecast | Prime Rate

Debt

Reference rate

prime rate

Venator Term Loan | Venator Materials PLC

Debt

Percentage of amortization of the original principal amount

1.00%

Venator Term Loan | Venator Materials PLC | Forecast

Debt

Principal amount of debt

$ 375

Term

7 years

Venator Term Loan | Venator Materials PLC | Forecast | Federal funds

Debt

Basis spread (as a percent)

0.50%

Venator Term Loan | Venator Materials PLC | Forecast | One-Month Adjusted LIBOR

Debt

Basis spread (as a percent)

1.00%

Venator ABL Facility | Venator Materials PLC | Forecast

Debt

Maximum revolving credit facility

$ 300

Term

5 years

Percentage of guarantee, by first tier foreign subsidiaries

65.00%

Venator ABL Facility | Venator Materials PLC | Minimum | Forecast | LIBOR

Debt

Basis spread (as a percent)

1.50%

Venator ABL Facility | Venator Materials PLC | Maximum | Forecast | LIBOR

Debt

Basis spread (as a percent)

2.00%

[1]

At June 30, 2017 and December 31, 2016, respectively, $32 and $25 of cash and cash equivalents, $10 each of restricted cash, $35 and $27 of accounts and notes receivable (net), $51 and $46 of inventories, $5 of other current assets, $274 and $284 of property, plant and equipment (net), $39 and $31 of intangible assets (net), $38 and $37 of other noncurrent assets, $82 and $90 of accounts payable, $33 and $34 of accrued liabilities, $21 and $14 of current portion of debt, $104 and $114 of longterm debt, and $78 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	6 Months Ended		12 Months Ended
	Nov. 30, 2014EUR (€)item	Jun. 30, 2017USD ($)	Jun. 30, 2016USD ($)	Dec. 31, 2009	Jun. 30, 2017EUR (€)	Jun. 30, 2017USD ($)	Nov. 30, 2014USD ($)item
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
Notional Amounts					€ 746	$ 846
Amount of loss recognized on the hedge of net investments		$ 54
Forward foreign currency contracts
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
Maximum maturity period of spot or forward exchange rate contracts		1 year
Notional Amounts						146
Twelve-year interest rate contract entered in year 2009 | Non Designated Hedge Instrument | AAC
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
Notional Amounts						16
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						$ 16
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	Jun. 30, 2017	Dec. 31, 2016
Carrying Value
Fair values of financial instruments
Non-qualified employee benefit plan investments	$ 29	$ 27
Investments in equity securities	5	18
Long-term debt (including current portion)	(4,116)	(4,195)
Carrying Value | Cross currency interest rate contracts
Fair values of financial instruments
Derivative contracts - assets	16	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	29	27
Investments in equity securities	5	18
Long-term debt (including current portion)	(4,381)	(4,368)
Estimated Fair Value | Cross currency interest rate contracts
Fair values of financial instruments
Derivative contracts - assets	16	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	Jun. 30, 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		$ 50	$ 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		16	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		29	27
Recurring basis | Investments in equity securities
Assets:
Available-for-sale equity securities		5	18
Recurring basis | Quoted prices in active markets for identical assets (Level 1)
Assets:
Total assets		34	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		29	27
Recurring basis | Quoted prices in active markets for identical assets (Level 1) | Investments in equity securities
Assets:
Available-for-sale equity securities		5	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		16	29
Recurring basis | Significant unobservable inputs (Level 3) | Cross currency interest rate contracts
Assets:
Derivatives		$ 16	$ 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		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Other comprehensive income (loss).
Total (losses) gains:
Changes in unrealized losses relating to assets still held	$ (13)	$ 6	$ (13)	$ (2)
Cross currency interest rate contracts
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
Balance at beginning of period	29	20	29	28
Total (losses) gains:
Included in other comprehensive income (loss)	(13)	6	(13)	(2)
Balance at end of period	$ 16	$ 26	16	26
Non-reoccurring basis
Total (losses) gains:
Impairment of long-lived assets			$ 3	$ 1

EMPLOYEE BENEFIT PLANS (Details

EMPLOYEE BENEFIT PLANS (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Components of net periodic benefit cost
Amortization of actuarial loss	$ 22	$ 17	$ 44	$ 33
Contributions to pension and other postretirement benefit plans			39	38
Expected contributions to pension and other postretirement benefit plans during remainder of 2017			80
Huntsman International
Components of net periodic benefit cost
Amortization of actuarial loss	24	21	48	37
Defined Benefit Plans
Components of net periodic benefit cost
Service cost	17	16	34	32
Interest cost	26	31	51	61
Expected return on plan assets	(50)	(48)	(98)	(95)
Amortization of prior service credit	(1)	(3)	(3)	(5)
Amortization of actuarial loss	22	18	44	34
Special termination benefits	1		1
Net periodic benefit cost	15	14	29	27
Defined Benefit Plans | Huntsman International
Components of net periodic benefit cost
Service cost	17	16	34	32
Interest cost	26	31	51	61
Expected return on plan assets	(50)	(48)	(98)	(95)
Amortization of prior service credit	(1)	(3)	(3)	(5)
Amortization of actuarial loss	24	19	48	37
Special termination benefits	1		1
Net periodic benefit cost	17	15	33	30
Other Postretirement Benefit Plans
Components of net periodic benefit cost
Service cost	1		1	1
Interest cost	1	1	2	2
Amortization of prior service credit	(2)	(1)	(4)	(3)
Amortization of actuarial loss	1		2	1
Net periodic benefit cost	1		1	1
Other Postretirement Benefit Plans | Huntsman International
Components of net periodic benefit cost
Service cost	1		1	1
Interest cost	1	1	2	2
Amortization of prior service credit	(2)	$ (1)	(4)	(3)
Amortization of actuarial loss	1		2	1
Net periodic benefit cost	$ 1		$ 1	$ 1

COMMON STOCK DIVIDENDS (Details

COMMON STOCK DIVIDENDS (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended				6 Months Ended
	Jun. 30, 2017	Mar. 31, 2017	Jun. 30, 2016	Mar. 31, 2016	Jun. 30, 2017	Jun. 30, 2016
DIVIDENDS ON COMMON STOCK
Cash dividends paid	$ 30	$ 30	$ 30	$ 30	$ 60	$ 60
Cash dividends paid (in dollars per share)	$ 0.125	$ 0.125	$ 0.125	$ 0.125	$ 0.25	$ 0.25

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		6 Months Ended		12 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 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), net of tax	$ 73	$ (37)	170	(8)
Balance at the end of the period	1,878	1,708	1,878	1,708	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			124	(36)
Tax benefit			17	4
Amounts reclassified from accumulated other comprehensive loss, gross			31	27
Tax expense			(2)	(3)
Other comprehensive income (loss), net of tax			170	(8)
Balance at the end of the period	(1,537)	(1,324)	(1,537)	(1,324)	(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			118	(30)
Tax benefit			17	4
Other comprehensive income (loss), net of tax			135	(26)
Balance at the end of the period	(324)	(314)	(324)	(314)	(459)	(288)
Foreign currency translation adjustment, tax			83	86	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	20	12	39	27
Tax expense	(1)	(3)	(2)	(3)
Other comprehensive income (loss), net of tax			37	24
Balance at the end of the period	(1,238)	(1,032)	(1,238)	(1,032)	(1,275)	(1,056)
Pension and other postretirement benefits adjustments, tax			175	132	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				(8)
Other comprehensive income (loss), net of tax				(8)
Balance at the end of the period	4	3	4	3	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			6	2
Amounts reclassified from accumulated other comprehensive loss, gross			(8)
Other comprehensive income (loss), net of tax			(2)	2
Balance at the end of the period	21	19	21	19	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			(7)
Other comprehensive income (loss), net of tax			(7)
Balance at the end of the period	29	28	29	28	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			117	(36)
Tax benefit			17	4
Amounts reclassified from accumulated other comprehensive loss, gross			31	27
Tax expense			(2)	(3)
Other comprehensive income (loss), net of tax			163	(8)
Balance at the end of the period	$ (1,508)	$ (1,296)	$ (1,508)	$ (1,296)	$ (1,671)	$ (1,288)

OTHER COMPREHENSIVE INCOME (L56

OTHER COMPREHENSIVE INCOME (LOSS) - RECLASSIFICATION DETAILS - HUNTSMAN CORPORATION (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Pension and other postretirement benefits adjustments
Reclassification from accumulated other comprehensive loss
Total before tax	$ 20	$ 12	$ 39	$ 27
Income tax expense	(1)	(3)	(2)	(3)
Net of tax	19	9	37	24
Prior service credit
Reclassification from accumulated other comprehensive loss
Total before tax	(3)	(4)	(7)	(8)
Actuarial loss
Reclassification from accumulated other comprehensive loss
Total before tax	23	16	46	35
Actuarial loss | Discontinued Operations
Reclassification from accumulated other comprehensive loss
Total before tax	$ 1	$ 1	$ 2	$ 2

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		6 Months Ended		12 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016	Dec. 31, 2016	Dec. 31, 2015
Components of other comprehensive loss
Other comprehensive income (loss), net of tax	$ 73	$ (37)	$ 170	$ (8)
Huntsman International
Components of other comprehensive loss
Balance at the beginning of the period			936	1,084	$ 1,084
Other comprehensive income (loss), net of tax	74	(37)	173	(5)
Balance at the end of the period	1,332	1,166	1,332	1,166	936	$ 1,084
Total
Components of other comprehensive loss
Other comprehensive (loss) income before reclassifications, gross			124	(36)
Tax benefit			17	4
Amounts reclassified from accumulated other comprehensive loss, gross			31	27
Tax expense			(2)	(3)
Other comprehensive income (loss), net of tax			170	(8)
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			123	(35)
Tax benefit			17	4
Amounts reclassified from accumulated other comprehensive loss, gross			35	30
Tax expense			(2)	(4)
Other comprehensive income (loss), net of tax			173	(5)
Balance at the end of the period	(1,554)	(1,349)	(1,554)	(1,349)	(1,727)	(1,344)
Foreign currency translation adjustment
Components of other comprehensive loss
Other comprehensive (loss) income before reclassifications, gross			118	(30)
Tax benefit			17	4
Other comprehensive income (loss), net of tax			135	(26)
Foreign currency translation adjustment, tax			83	86	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			117	(30)
Tax benefit			17	4
Other comprehensive income (loss), net of tax			134	(26)
Balance at the end of the period	(328)	(318)	(328)	(318)	(462)	(292)
Foreign currency translation adjustment, tax			69	72	86	76
Pension and other postretirement benefits adjustments
Components of other comprehensive loss
Amounts reclassified from accumulated other comprehensive loss, gross	20	12	39	27
Tax expense	(1)	(3)	(2)	(3)
Other comprehensive income (loss), net of tax			37	24
Pension and other postretirement benefits adjustments, tax			175	132	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	22	15	43	30
Tax expense	(1)	(4)	(2)	(4)
Other comprehensive income (loss), net of tax			41	26
Balance at the end of the period	(1,245)	(1,048)	(1,245)	(1,048)	(1,286)	(1,074)
Pension and other postretirement benefits adjustments, tax			203	159	205	163
Other comprehensive income of unconsolidated affiliates
Components of other comprehensive loss
Other comprehensive (loss) income before reclassifications, gross				(8)
Other comprehensive income (loss), net of tax				(8)
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				(8)
Other comprehensive income (loss), net of tax				(8)
Balance at the end of the period	4	3	4	3	4	11
Other, net
Components of other comprehensive loss
Other comprehensive (loss) income before reclassifications, gross			6	2
Amounts reclassified from accumulated other comprehensive loss, gross			(8)
Other comprehensive income (loss), net of tax			(2)	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			6	3
Amounts reclassified from accumulated other comprehensive loss, gross			(8)
Other comprehensive income (loss), net of tax			(2)	3
Balance at the end of the period	15	14	15	14	17	11
Amounts attributable to noncontrolling interests
Components of other comprehensive loss
Other comprehensive (loss) income before reclassifications, gross			(7)
Other comprehensive income (loss), net of tax			(7)
Amounts attributable to noncontrolling interests | Huntsman International
Components of other comprehensive loss
Balance at the beginning of the period			36	28	28
Other comprehensive (loss) income before reclassifications, gross			(7)
Other comprehensive income (loss), net of tax			(7)
Balance at the end of the period	29	28	29	28	36	28
Accumulated other comprehensive loss
Components of other comprehensive loss
Other comprehensive (loss) income before reclassifications, gross			117	(36)
Tax benefit			17	4
Amounts reclassified from accumulated other comprehensive loss, gross			31	27
Tax expense			(2)	(3)
Other comprehensive income (loss), net of tax			163	(8)
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			116	(35)
Tax benefit			17	4
Amounts reclassified from accumulated other comprehensive loss, gross			35	30
Tax expense			(2)	(4)
Other comprehensive income (loss), net of tax			166	(5)
Balance at the end of the period	$ (1,525)	$ (1,321)	$ (1,525)	$ (1,321)	$ (1,691)	$ (1,316)

OTHER COMPREHENSIVE INCOME (L58

OTHER COMPREHENSIVE INCOME (LOSS) - RECLASSIFICATION DETAILS - HUNTSMAN INTERNATIONAL (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Pension and other postretirement benefits adjustments
Reclassification from accumulated other comprehensive loss
Total before tax	$ 20	$ 12	$ 39	$ 27
Income tax expense	(1)	(3)	(2)	(3)
Net of tax	19	9	37	24
Pension and other postretirement benefits adjustments | Huntsman International
Reclassification from accumulated other comprehensive loss
Total before tax	22	15	43	30
Income tax expense	(1)	(4)	(2)	(4)
Net of tax	21	11	41	26
Prior service credit
Reclassification from accumulated other comprehensive loss
Total before tax	(3)	(4)	(7)	(8)
Prior service credit | Huntsman International
Reclassification from accumulated other comprehensive loss
Total before tax	(3)	(4)	(7)	(8)
Actuarial loss
Reclassification from accumulated other comprehensive loss
Total before tax	23	16	46	35
Actuarial loss | Discontinued Operations
Reclassification from accumulated other comprehensive loss
Total before tax	1	1	2	2
Actuarial loss | Huntsman International
Reclassification from accumulated other comprehensive loss
Total before tax	25	19	50	38
Actuarial loss | Huntsman International | Discontinued Operations
Reclassification from accumulated other comprehensive loss
Total before tax	$ 1	$ 1	$ 2	$ 2

COMMITMENTS AND CONTINGENCIES -

COMMITMENTS AND CONTINGENCIES - LEGAL MATTERS (Details) - 6 months ended Jun. 30, 2017 € in Millions, $ in Millions	EUR (€)	USD ($)	USD ($)
Product Delivery Claim
LEGAL MATTERS
Maximum amount of claims of customer	€ 153	$ 173
Aggregate amount of current claims	113	128
Minimum threshold amount for insured liability		$ 10
Accrued liability relating to the cases			$ 0
Product Delivery Claim | Minimum
LEGAL MATTERS
Possible loss | €	0
Product Delivery Claim | Maximum
LEGAL MATTERS
Possible loss	€ 113		128
Indemnification Matters
LEGAL MATTERS
Accrued liability relating to the cases			$ 0

ENVIRONMENTAL, HEALTH AND SAF60

ENVIRONMENTAL, HEALTH AND SAFETY MATTERS (Details)	6 Months Ended
	Jun. 30, 2017USD ($)item	Jun. 30, 2016USD ($)	Dec. 31, 2016USD ($)
Environmental, Health, and Safety Matters
Capital expenditures for EHS matters	$ 17,000,000	$ 22,000,000
Accrued environmental liabilities	35,000,000		$ 34,000,000
Accrued environmental liabilities, classified as accrued liabilities	6,000,000		7,000,000
Accrued environmental liabilities, classified as other noncurrent liabilities	$ 29,000,000		$ 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		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016	May 05, 2016
STOCK-BASED COMPENSATION PLAN
Authorized number of shares to be granted under the Stock Incentive Plan	8,200		8,200		8,200
Remaining shares available for grant	8,000		8,000
Compensation cost from continuing operations	$ 9	$ 9	$ 19	$ 17
Total income tax benefit recognized in the statements of operations for stock-based compensation arrangements			$ 4	$ 3
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)	2.00%	3.30%	2.40%	5.60%
Expected volatility (as a percent)	56.60%	57.70%	56.90%	57.90%
Risk-free interest rate (as a percent)	1.90%	1.50%	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	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)			997
Exercised (in shares)			(1,925)
Forfeited (in shares)			(60)
Outstanding at the end of the period (in shares)	10,257		10,257
Exercisable at the end of the period (in shares)	6,974		6,974
Weighted Average Exercise Price
Outstanding at the beginning of the period (in dollars per share)			$ 13.37
Granted (in dollars per share)			21.04
Exercised (in dollars per share)			17.73
Forfeited (in dollars per share)			17.39
Outstanding at the end of the period (in dollars per share)	$ 13.28		13.28
Exercisable at the end of the period (in dollars per share)	$ 12.96		$ 12.96
Outstanding, Weighted Average Remaining Contractual Term			6 years 1 month 6 days
Exercisable, Weighted Average Remaining Contractual Term			4 years 9 months 18 days
Outstanding, Aggregate Intrinsic Value	$ 129		$ 129
Exercisable, Aggregate Intrinsic Value	90		$ 90
Weighted-average grant-date fair value of stock options granted (in dollars per share)			$ 9.26
Total unrecognized compensation cost	14		$ 14
Weighted-average period over which cost is expected to be recognized			2 years 1 month 6 days
Total intrinsic value of stock options exercised			$ 9	$ 0
Cash received from stock options exercised			20	0
Tax benefit from stock options exercised			$ 2	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	$ 9	$ 18	16
Total income tax benefit recognized in the statements of operations for stock-based compensation arrangements			$ 4	$ 3

STOCK-BASED COMPENSATION PLAN62

STOCK-BASED COMPENSATION PLAN - NONVESTED SHARES (Details) $ / shares in Units, $ in Millions	6 Months Ended
	Jun. 30, 2017USD ($)$ / sharesshares	Jun. 30, 2016USD ($)
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)	779,000
Vested (in shares)	(903,000)
Forfeited (in shares)	(15,000)
Nonvested at the end of the period (in shares)	2,857,000
Weighted Average Grant-Date Fair Value
Nonvested at the beginning of the period (in dollars per share) | $ / shares	$ 13.36
Granted (in dollars per share) | $ / shares	22.60
Vested (in dollars per share) | $ / shares	16.23
Forfeited (in dollars per share) | $ / shares	15.63
Nonvested at the end of the period (in dollars per share) | $ / shares	$ 14.97
Liability Awards
Shares
Nonvested at the beginning of the period (in shares)	912,000
Granted (in shares)	285,000
Vested (in shares)	(366,000)
Forfeited (in shares)	(28,000)
Nonvested at the end of the period (in shares)	803,000
Weighted Average Grant-Date Fair Value
Nonvested at the beginning of the period (in dollars per share) | $ / shares	$ 12.27
Granted (in dollars per share) | $ / shares	21.01
Vested (in dollars per share) | $ / shares	14.07
Forfeited (in dollars per share) | $ / shares	12.48
Nonvested at the end of the period (in dollars per share) | $ / shares	$ 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 | $	$ 42
Weighted-average period over which cost is expected to be recognized	2 years
Value of share awards vested | $	$ 20	$ 15

INCOME TAXES (Details)

INCOME TAXES (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
INCOME TAXES
Net increase (decrease) in unrecognized tax benefits with a corresponding income tax expense			$ 6	$ 1
Income tax expense (benefit)	$ 45	$ 32	$ 68	59
Effective tax rate (as a percent)			35.00%
Italy | Polyurethanes
INCOME TAXES
Release of valuation allowance			$ 7
Luxembourg
INCOME TAXES
Release of valuation allowance			11
Huntsman International
INCOME TAXES
Income tax expense (benefit)	$ 44	$ 31	$ 67	$ 58
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		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Basic and diluted income from continuing operations:
Income from continuing operations attributable to Huntsman Corporation	$ 168	$ 88	$ 245	$ 145
Basic and diluted net income:
Net income attributable to Huntsman Corporation	$ 167	$ 87	$ 243	$ 143
Shares (denominator):
Weighted average shares outstanding	238.3	236.3	237.8	236.2
Dilutive shares:
Stock-based awards (in shares)	5.4	3.2	5.4	2.1
Total weighted average shares outstanding, including dilutive shares	243.7	239.5	243.2	238.3

NET INCOME PER SHARE - INFORMAT

NET INCOME PER SHARE - INFORMATION ON STOCK-BASED AWARDS (Details) - shares shares in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Stock-based awards
Antidilutive shares not included in the computation of income (loss) per share
Weighted average equivalent shares	2	5.9	2.1	7.8

OPERATING SEGMENT INFORMATION -

OPERATING SEGMENT INFORMATION - FINANCIAL INFORMATION BY SEGMENT (Details) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2017USD ($)	Jun. 30, 2016USD ($)	Jun. 30, 2017USD ($)segment	Jun. 30, 2016USD ($)
OPERATING SEGMENT INFORMATION
Number of reportable segments | segment			5
Revenues	$ 2,616	$ 2,544	$ 5,085	$ 4,899
Segment adjusted EBITDA	413	325	742	599
Reconciliation of adjusted EBITDA to net income:
Interest expense	(47)	(50)	(95)	(100)
Income tax expense-continuing operations	(45)	(32)	(68)	(59)
Income tax benefit-discontinued operations			1	1
Depreciation and amortization	(108)	(109)	(214)	(209)
Net income attributable to noncontrolling interests	16	7	32	13
Other adjustments:
Business acquisition and integration expenses	(4)	(4)	(7)	(13)
Merger costs	(6)		(6)
EBITDA from discontinued operations	(1)	(1)	(3)	(3)
Loss on early extinguishment of debt	(1)	(2)	(1)	(2)
Certain legal settlements and related expenses	(1)		(1)	(1)
Gain on sale of assets	9		9
Amortization of pension and postretirement actuarial losses	(22)	(17)	(44)	(33)
Net plant incident credits (costs)	2	7	(3)	6
Restructuring, impairment and plant closing costs	(10)	(30)	(46)	(43)
Business separation expenses	(12)	0	(21)	0
Net income	183	94	275	156
Operating segments | Polyurethanes
OPERATING SEGMENT INFORMATION
Revenues	1,022	976	1,975	1,812
Segment adjusted EBITDA	167	171	311	302
Operating segments | Performance Products
OPERATING SEGMENT INFORMATION
Revenues	561	566	1,094	1,102
Segment adjusted EBITDA	102	86	186	178
Operating segments | Advanced Materials
OPERATING SEGMENT INFORMATION
Revenues	260	261	519	527
Segment adjusted EBITDA	56	58	110	118
Operating segments | Textile Effects
OPERATING SEGMENT INFORMATION
Revenues	205	198	393	383
Segment adjusted EBITDA	24	24	45	42
Operating segments | Pigments and Additives
OPERATING SEGMENT INFORMATION
Revenues	562	576	1,099	1,116
Segment adjusted EBITDA	114	31	183	46
Corporate and eliminations
OPERATING SEGMENT INFORMATION
Revenues	6	(33)	5	(41)
Corporate and Other
OPERATING SEGMENT INFORMATION
Segment adjusted EBITDA	(50)	(45)	(93)	(87)
Huntsman International
OPERATING SEGMENT INFORMATION
Revenues	2,616	2,544	5,085	4,899
Segment adjusted EBITDA	413	327	744	601
Reconciliation of adjusted EBITDA to net income:
Interest expense	(51)	(53)	(102)	(106)
Income tax expense-continuing operations	(44)	(31)	(67)	(58)
Income tax benefit-discontinued operations			1	1
Depreciation and amortization	(104)	(106)	(208)	(203)
Net income attributable to noncontrolling interests	16	7	32	13
Other adjustments:
Business acquisition and integration expenses	(4)	(4)	(7)	(13)
Merger costs	(6)		(6)
EBITDA from discontinued operations	(1)	(1)	(3)	(3)
Loss on early extinguishment of debt	(1)	(2)	(1)	(2)
Certain legal settlements and related expenses	(1)		(1)	(1)
Gain on sale of assets	9		9
Amortization of pension and postretirement actuarial losses	(24)	(21)	(48)	(37)
Net plant incident credits (costs)	2	7	(3)	6
Restructuring, impairment and plant closing costs	(10)	(30)	(46)	(43)
Business separation expenses	(12)		(21)
Net income	182	93	273	155
Huntsman International | Operating segments | Polyurethanes
OPERATING SEGMENT INFORMATION
Segment adjusted EBITDA	167	171	311	302
Huntsman International | Operating segments | Performance Products
OPERATING SEGMENT INFORMATION
Segment adjusted EBITDA	102	86	186	178
Huntsman International | Operating segments | Advanced Materials
OPERATING SEGMENT INFORMATION
Segment adjusted EBITDA	56	58	110	118
Huntsman International | Operating segments | Textile Effects
OPERATING SEGMENT INFORMATION
Segment adjusted EBITDA	24	24	45	42
Huntsman International | Operating segments | Pigments and Additives
OPERATING SEGMENT INFORMATION
Segment adjusted EBITDA	114	31	183	46
Huntsman International | Corporate and Other
OPERATING SEGMENT INFORMATION
Segment adjusted EBITDA	$ (50)	$ (43)	$ (91)	$ (85)

CONDENSED CONSOLIDATING FINAN67

CONDENSED CONSOLIDATING FINANCIAL INFORMATION - HUNTSMAN INTERNATIONAL - CONDENSED CONSOLIDATING BALANCE SHEETS (Details) - USD ($) $ in Millions		Jun. 30, 2017		Dec. 31, 2016		Jun. 30, 2016	Dec. 31, 2015
Current assets:
Cash and cash equivalents		$ 509	[1]	$ 414	[1]	$ 373	$ 257
Restricted cash	[1]	11		11
Accounts and notes receivable, net	[1]	1,586		1,402
Accounts receivable from affiliates		43		33
Inventories	[1]	1,520		1,344
Prepaid expenses		58		60
Other current assets	[1]	253		291
Total current assets		3,980		3,555
Property, plant and equipment, net	[1]	4,228		4,212
Investment in unconsolidated affiliates		325		332
Intangible assets, net	[1]	79		66
Goodwill		137		121
Deferred income taxes		431		396
Other noncurrent assets	[1]	508		507
Total assets		9,688		9,189
Current liabilities:
Accounts payable	[1]	1,138		1,071
Accounts payable to affiliates		32		31
Accrued liabilities	[1]	669		616
Current portion of debt	[1]	44		60
Total current liabilities		1,883		1,778
Long-term debt	[1]	4,072		4,135
Notes payable to affiliates				1
Deferred income taxes		454		427
Other noncurrent liabilities	[1]	1,401		1,381
Total liabilities		7,810		7,722
Huntsman International LLC members' equity
Accumulated (deficit) income		(164)		(325)
Accumulated other comprehensive (loss) income		(1,508)		(1,671)
Total liabilities and equity		$ 9,688		9,189
Huntsman International
Condensed consolidating balance sheets
Percentage of holding in subsidiaries		100.00%
Current assets:
Cash and cash equivalents		$ 506	[1]	413	[1]	373	257
Restricted cash	[1]	11		11
Accounts and notes receivable, net	[1]	1,584		1,402
Accounts receivable from affiliates		369		347
Inventories	[1]	1,520		1,344
Prepaid expenses		57		60
Other current assets	[1]	250		286
Total current assets		4,297		3,863
Property, plant and equipment, net	[1]	4,211		4,190
Investment in unconsolidated affiliates		325		332
Intangible assets, net	[1]	80		66
Goodwill		137		121
Deferred income taxes		431		396
Other noncurrent assets	[1]	509		507
Total assets		9,990		9,475
Current liabilities:
Accounts payable	[1]	1,138		1,070
Accounts payable to affiliates		75		66
Accrued liabilities	[1]	667		613
Notes payable to affiliates		100		100
Current portion of debt	[1]	44		60
Total current liabilities		2,024		1,909
Long-term debt	[1]	4,072		4,135
Notes payable to affiliates		714		697
Deferred income taxes		450		423
Other noncurrent liabilities	[1]	1,398		1,375
Total liabilities		8,658		8,539
Huntsman International LLC members' equity
Members' equity		3,244		3,226
Accumulated (deficit) income		(598)		(779)
Accumulated other comprehensive (loss) income		(1,525)		(1,691)
Total Huntsman International LLC members' equity		1,121		756
Noncontrolling interests in subsidiaries		211		180
Total equity		1,332		936		1,166	1,084
Total liabilities and equity		9,990		9,475
Reportable legal entities | Huntsman International | Parent Company
Current assets:
Cash and cash equivalents		158		37		111	44
Accounts and notes receivable, net		29		22
Accounts receivable from affiliates		1,293		1,351
Inventories		86		85
Prepaid expenses		37		68
Other current assets		766		820
Total current assets		2,369		2,383
Property, plant and equipment, net		461		463
Investment in unconsolidated affiliates		6,358		5,870
Intangible assets, net		27		28
Goodwill		(13)		(12)
Deferred income taxes		509		515
Notes receivable from affiliates		38		37
Other noncurrent assets		64		74
Total assets		9,813		9,358
Current liabilities:
Accounts payable		55		63
Accounts payable to affiliates		3,827		3,667
Accrued liabilities		69		87
Notes payable to affiliates		100		100
Current portion of debt		17		30
Total current liabilities		4,068		3,947
Long-term debt		3,729		3,763
Notes payable to affiliates		714		696
Deferred income taxes				22
Other noncurrent liabilities		181		174
Total liabilities		8,692		8,602
Huntsman International LLC members' equity
Members' equity		3,244		3,226
Accumulated (deficit) income		(598)		(779)
Accumulated other comprehensive (loss) income		(1,525)		(1,691)
Total Huntsman International LLC members' equity		1,121		756
Total equity		1,121		756
Total liabilities and equity		9,813		9,358
Reportable legal entities | Huntsman International | Guarantors
Current assets:
Cash and cash equivalents		1				1	1
Accounts and notes receivable, net		138		106
Accounts receivable from affiliates		4,767		4,672
Inventories		309		285
Prepaid expenses		59		144
Other current assets		6		5
Total current assets		5,280		5,212
Property, plant and equipment, net		1,376		1,422
Investment in unconsolidated affiliates		1,913		1,533
Intangible assets, net		2		3
Goodwill		82		82
Notes receivable from affiliates		554		530
Other noncurrent assets		166		188
Total assets		9,373		8,970
Current liabilities:
Accounts payable		205		186
Accounts payable to affiliates		754		912
Accrued liabilities		846		807
Total current liabilities		1,805		1,905
Deferred income taxes		325		311
Other noncurrent liabilities		310		314
Total liabilities		2,440		2,530
Huntsman International LLC members' equity
Members' equity		4,554		4,568
Accumulated (deficit) income		1,229		872
Accumulated other comprehensive (loss) income		1,150		1,000
Total Huntsman International LLC members' equity		6,933		6,440
Total equity		6,933		6,440
Total liabilities and equity		9,373		8,970
Reportable legal entities | Huntsman International | Nonguarantors
Current assets:
Cash and cash equivalents		347		376		$ 261	$ 212
Restricted cash		11		11
Accounts and notes receivable, net		1,412		1,269
Accounts receivable from affiliates		256		315
Inventories		1,130		976
Prepaid expenses		35		43
Other current assets		237		185
Total current assets		3,428		3,175
Property, plant and equipment, net		2,374		2,305
Investment in unconsolidated affiliates		253		248
Intangible assets, net		51		35
Goodwill		68		51
Deferred income taxes		444		408
Other noncurrent assets		279		245
Total assets		6,897		6,467
Current liabilities:
Accounts payable		872		816
Accounts payable to affiliates		1,440		1,478
Accrued liabilities		587		640
Current portion of debt		27		30
Total current liabilities		2,926		2,964
Long-term debt		343		372
Notes payable to affiliates		594		568
Deferred income taxes		51		21
Other noncurrent liabilities		907		887
Total liabilities		4,821		4,812
Huntsman International LLC members' equity
Members' equity		3,336		3,390
Accumulated (deficit) income		36		(239)
Accumulated other comprehensive (loss) income		(1,486)		(1,654)
Total Huntsman International LLC members' equity		1,886		1,497
Noncontrolling interests in subsidiaries		190		158
Total equity		2,076		1,655
Total liabilities and equity		6,897		6,467
Eliminations | Huntsman International
Current assets:
Accounts and notes receivable, net		5		5
Accounts receivable from affiliates		(5,947)		(5,991)
Inventories		(5)		(2)
Prepaid expenses		(74)		(195)
Other current assets		(759)		(724)
Total current assets		(6,780)		(6,907)
Investment in unconsolidated affiliates		(8,199)		(7,319)
Deferred income taxes		(522)		(527)
Notes receivable from affiliates		(592)		(567)
Total assets		(16,093)		(15,320)
Current liabilities:
Accounts payable		6		5
Accounts payable to affiliates		(5,946)		(5,991)
Accrued liabilities		(835)		(921)
Total current liabilities		(6,775)		(6,907)
Notes payable to affiliates		(594)		(567)
Deferred income taxes		74		69
Total liabilities		(7,295)		(7,405)
Huntsman International LLC members' equity
Members' equity		(7,890)		(7,958)
Accumulated (deficit) income		(1,265)		(633)
Accumulated other comprehensive (loss) income		336		654
Total Huntsman International LLC members' equity		(8,819)		(7,937)
Noncontrolling interests in subsidiaries		21		22
Total equity		(8,798)		(7,915)
Total liabilities and equity		$ (16,093)		$ (15,320)
[1]	At June 30, 2017 and December 31, 2016, respectively, $32 and $25 of cash and cash equivalents, $10 each of restricted cash, $35 and $27 of accounts and notes receivable (net), $51 and $46 of inventories, $5 of other current assets, $274 and $284 of property, plant and equipment (net), $39 and $31 of intangible assets (net), $38 and $37 of other noncurrent assets, $82 and $90 of accounts payable, $33 and $34 of accrued liabilities, $21 and $14 of current portion of debt, $104 and $114 of longterm debt, and $78 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		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Revenues:
Trade sales, services and fees, net	$ 2,582	$ 2,512	$ 5,010	$ 4,833
Related party sales	34	32	75	66
Total revenues	2,616	2,544	5,085	4,899
Cost of goods sold	2,095	2,087	4,098	4,026
Gross profit	521	457	987	873
Selling, general and administrative	227	234	455	457
Research and development	38	39	75	76
Restructuring, impairment and plant closing costs	10	29	46	42
Business separation expenses	12	0	21	0
Merger costs	6		6
Other operating income, net	(47)	(21)	(53)	(16)
Operating income	275	176	437	314
Interest (expense) income	(47)	(50)	(95)	(100)
Equity in income of investment in affiliates and subsidiaries	3	2	3	3
Loss on early extinguishment of debt	(1)	(2)	(1)	(2)
Other (loss) income , net	(1)	1	1	2
Income from continuing operations before income taxes	229	127	345	217
Income tax benefit (expense)	(45)	(32)	(68)	(59)
Income from continuing operations	184	95	277	158
Loss from discontinued operations, net of tax	(1)	(1)	(2)	(2)
Net income	183	94	275	156
Net income attributable to noncontrolling interests	(16)	(7)	(32)	(13)
Net income attributable to Huntsman Corporation or Huntsman International LLC	167	87	243	143
Other comprehensive income	73	(37)	170	(8)
Comprehensive income attributable to noncontrolling interests	(21)	(5)	(39)	(13)
Comprehensive income attributable to Huntsman Corporation or Huntsman International LLC	235	52	406	135
Huntsman International
Revenues:
Trade sales, services and fees, net	2,582	2,512	5,010	4,833
Related party sales	34	32	75	66
Total revenues	2,616	2,544	5,085	4,899
Cost of goods sold	2,094	2,086	4,096	4,024
Gross profit	522	458	989	875
Selling, general and administrative	226	234	452	455
Research and development	38	39	75	76
Restructuring, impairment and plant closing costs	10	29	46	42
Business separation expenses	12		21
Merger costs	6		6
Other operating income, net	(48)	(21)	(53)	(16)
Operating income	278	177	442	318
Interest (expense) income	(51)	(53)	(102)	(106)
Equity in income of investment in affiliates and subsidiaries	3	2	3	3
Loss on early extinguishment of debt	(1)	(2)	(1)	(2)
Other (loss) income , net	(2)	1		2
Income from continuing operations before income taxes	227	125	342	215
Income tax benefit (expense)	(44)	(31)	(67)	(58)
Income from continuing operations	183	94	275	157
Loss from discontinued operations, net of tax	(1)	(1)	(2)	(2)
Net income	182	93	273	155
Net income attributable to noncontrolling interests	(16)	(7)	(32)	(13)
Net income attributable to Huntsman Corporation or Huntsman International LLC	166	86	241	142
Other comprehensive income	74	(37)	173	(5)
Comprehensive income attributable to noncontrolling interests	(21)	(5)	(39)	(13)
Comprehensive income attributable to Huntsman Corporation or Huntsman International LLC	235	51	407	137
Reportable legal entities | Huntsman International | Parent Company
Revenues:
Trade sales, services and fees, net	281	272	528	523
Related party sales	57	41	114	94
Total revenues	338	313	642	617
Cost of goods sold	270	237	517	477
Gross profit	68	76	125	140
Selling, general and administrative	46	44	95	84
Research and development	12	11	23	22
Restructuring, impairment and plant closing costs	3	3	4	3
Business separation expenses	12		21
Merger costs	6		6
Other operating income, net	13	(4)	16	8
Operating income	(24)	22	(40)	23
Interest (expense) income	(50)	(57)	(100)	(111)
Equity in income of investment in affiliates and subsidiaries	223	(107)	347	(15)
Loss on early extinguishment of debt	(1)	(2)	(1)	(2)
Dividend income		216		216
Other (loss) income , net	(1)	(1)
Income from continuing operations before income taxes	147	71	206	111
Income tax benefit (expense)	19	15	35	30
Income from continuing operations	166	86	241	141
Loss from discontinued operations, net of tax				1
Net income	166	86	241	142
Net income attributable to Huntsman Corporation or Huntsman International LLC	166	86	241	142
Other comprehensive income	69	(35)	166	(5)
Comprehensive income attributable to Huntsman Corporation or Huntsman International LLC	235	51	407	137
Reportable legal entities | Huntsman International | Guarantors
Revenues:
Trade sales, services and fees, net	628	623	1,263	1,189
Related party sales	119	106	231	210
Total revenues	747	729	1,494	1,399
Cost of goods sold	633	610	1,286	1,158
Gross profit	114	119	208	241
Selling, general and administrative	43	36	87	82
Research and development	11	11	21	22
Restructuring, impairment and plant closing costs	3	15	6	19
Other operating income, net	(10)	(10)	(26)	(17)
Operating income	67	67	120	135
Interest (expense) income	4	9	8	17
Equity in income of investment in affiliates and subsidiaries	179	59	274	103
Other (loss) income , net	2	8	2	8
Income from continuing operations before income taxes	252	143	404	263
Income tax benefit (expense)	(26)	(30)	(47)	(56)
Income from continuing operations	226	113	357	207
Loss from discontinued operations, net of tax	(1)	(1)	(1)	(1)
Net income	225	112	356	206
Net income attributable to Huntsman Corporation or Huntsman International LLC	225	112	356	206
Other comprehensive income	30	21	150	76
Comprehensive income attributable to Huntsman Corporation or Huntsman International LLC	255	133	506	282
Reportable legal entities | Huntsman International | Nonguarantors
Revenues:
Trade sales, services and fees, net	1,673	1,617	3,219	3,121
Related party sales	293	279	589	548
Total revenues	1,966	1,896	3,808	3,669
Cost of goods sold	1,626	1,634	3,150	3,177
Gross profit	340	262	658	492
Selling, general and administrative	137	154	270	289
Research and development	15	17	31	32
Restructuring, impairment and plant closing costs	4	11	36	20
Other operating income, net	(51)	(7)	(43)	(7)
Operating income	235	87	364	158
Interest (expense) income	(5)	(5)	(10)	(12)
Equity in income of investment in affiliates and subsidiaries	3	2	3	3
Other (loss) income , net	(2)	(6)	(1)	(6)
Income from continuing operations before income taxes	231	78	356	143
Income tax benefit (expense)	(37)	(16)	(55)	(32)
Income from continuing operations	194	62	301	111
Loss from discontinued operations, net of tax			(1)	(2)
Net income	194	62	300	109
Net income attributable to noncontrolling interests	(14)	(3)	(26)	(6)
Net income attributable to Huntsman Corporation or Huntsman International LLC	180	59	274	103
Other comprehensive income	79	(47)	176	3
Comprehensive income attributable to noncontrolling interests	(19)	(1)	(33)	(6)
Comprehensive income attributable to Huntsman Corporation or Huntsman International LLC	254	14	443	106
Eliminations | Huntsman International
Revenues:
Related party sales	(435)	(394)	(859)	(786)
Total revenues	(435)	(394)	(859)	(786)
Cost of goods sold	(435)	(395)	(857)	(788)
Gross profit		1	(2)	2
Operating income		1	(2)	2
Equity in income of investment in affiliates and subsidiaries	(402)	48	(621)	(88)
Dividend income		(216)		(216)
Other (loss) income , net	(1)		(1)
Income from continuing operations before income taxes	(403)	(167)	(624)	(302)
Income from continuing operations	(403)	(167)	(624)	(302)
Net income	(403)	(167)	(624)	(302)
Net income attributable to noncontrolling interests	(2)	(4)	(6)	(7)
Net income attributable to Huntsman Corporation or Huntsman International LLC	(405)	(171)	(630)	(309)
Other comprehensive income	(104)	24	(319)	(79)
Comprehensive income attributable to noncontrolling interests	(2)	(4)	(6)	(7)
Comprehensive income attributable to Huntsman Corporation or Huntsman International LLC	$ (509)	$ (147)	$ (949)	$ (388)

CONDENSED CONSOLIDATING FINAN69

CONDENSED CONSOLIDATING FINANCIAL INFORMATION - HUNTSMAN INTERNATIONAL - CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (Details) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2017		Jun. 30, 2016
Condensed consolidating statements of cash flows
Net cash provided by operating activities	$ 394		$ 443
Investing Activities:
Capital expenditures	(147)		(189)
Insurance proceeds for recovery of property damage	50		8
Cash received from unconsolidated affiliates	27		19
Investment in unconsolidated affiliates	(19)		(14)
Acquisition of businesses, net of cash acquired	(14)
Proceeds from sale of businesses/assets	19
Change in restricted cash			2
Other, net	1
Net cash used in investing activities	(83)		(174)
Financing activities:
Net repayments under revolving loan facilities	(36)
Net repayments on overdraft facilities			(1)
Repayments of short-term debt	(8)		(18)
Borrowings on short-term debt	4		6
Repayments of long-term debt	(122)		(582)
Proceeds from issuance of long-term debt	10		547
Repayments of notes payable	(13)		(16)
Borrowings on notes payable			2
Debt issuance costs paid	(3)		(8)
Dividends paid to noncontrolling interests	(10)		(21)
Contribution from noncontrolling interests	2
Net cash used in financing activities	(224)		(153)
Effect of exchange rate changes on cash	8
Increase in cash and cash equivalents	95		116
Cash and cash equivalents at beginning of period	414	[1]	257
Cash and cash equivalents at end of period	509	[1]	373
Huntsman International
Condensed consolidating statements of cash flows
Net cash provided by operating activities	389		441
Investing Activities:
Capital expenditures	(147)		(189)
Insurance proceeds for recovery of property damage	50		8
Cash received from unconsolidated affiliates	27		19
Investment in unconsolidated affiliates	(19)		(14)
Acquisition of businesses, net of cash acquired	(14)
Proceeds from sale of businesses/assets	19
Increase in receivable from affiliate	(4)
Change in restricted cash			2
Other, net	2
Net cash used in investing activities	(86)		(174)
Financing activities:
Net repayments under revolving loan facilities	(36)
Net repayments on overdraft facilities			(1)
Repayments of short-term debt	(8)		(18)
Borrowings on short-term debt	4		6
Repayments of long-term debt	(122)		(582)
Proceeds from issuance of long-term debt	10		547
Repayments of notes payable to affiliate			(1)
Proceeds from issuance of notes payable from affiliate	18
Repayments of notes payable	(13)		(16)
Borrowings on notes payable			2
Debt issuance costs paid	(3)		(8)
Dividends paid to noncontrolling interests	(10)		(21)
Contribution from noncontrolling interests	2
Dividends paid to parent	(60)		(60)
Other, net			1
Net cash used in financing activities	(218)		(151)
Effect of exchange rate changes on cash	8
Increase in cash and cash equivalents	93		116
Cash and cash equivalents at beginning of period	413	[1]	257
Cash and cash equivalents at end of period	506	[1]	373
Noncash capital contribution between Parent Company and Guarantor entities			215
Reportable legal entities | Huntsman International | Parent Company
Condensed consolidating statements of cash flows
Net cash provided by operating activities	255		227
Investing Activities:
Capital expenditures	(18)		(11)
Cash received from consolidated affiliates	55
Investment in affiliate			(46)
Increase in receivable from affiliate	(4)
Net cash used in investing activities	33		(57)
Financing activities:
Repayments of long-term debt	(109)		(569)
Proceeds from issuance of long-term debt			547
Repayments of notes payable to affiliate			(1)
Proceeds from issuance of notes payable from affiliate	18
Repayments of notes payable	(13)		(15)
Borrowings on notes payable			2
Debt issuance costs paid	(3)		(8)
Dividends paid to parent	(60)		(60)
Other, net			1
Net cash used in financing activities	(167)		(103)
Increase in cash and cash equivalents	121		67
Cash and cash equivalents at beginning of period	37		44
Cash and cash equivalents at end of period	158		111
Reportable legal entities | Huntsman International | Guarantors
Condensed consolidating statements of cash flows
Net cash provided by operating activities	24		63
Investing Activities:
Capital expenditures	(22)		(63)
Cash received from unconsolidated affiliates	27		19
Cash received from consolidated affiliates	5
Investment in affiliate			5
Investment in unconsolidated affiliates	(19)		(13)
Net cash used in investing activities	(9)		(52)
Financing activities:
Contribution from parent	1		3
Distribution to parent	(14)		(14)
Dividends paid to parent	(1)
Net cash used in financing activities	(14)		(11)
Increase in cash and cash equivalents	1
Cash and cash equivalents at beginning of period			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	110		151
Investing Activities:
Capital expenditures	(107)		(115)
Insurance proceeds for recovery of property damage	50		8
Cash received from consolidated affiliates	2
Investment in unconsolidated affiliates			(1)
Acquisition of businesses, net of cash acquired	(14)
Proceeds from sale of businesses/assets	19
Change in restricted cash			2
Other, net	2
Net cash used in investing activities	(48)		(106)
Financing activities:
Net repayments under revolving loan facilities	(36)
Net repayments on overdraft facilities			(1)
Repayments of short-term debt	(8)		(18)
Borrowings on short-term debt	4		6
Repayments of long-term debt	(13)		(13)
Proceeds from issuance of long-term debt	10
Proceeds from issuance of notes payable from affiliate			6
Repayments of notes payable			(1)
Dividends paid to noncontrolling interests	(4)		(13)
Contribution from noncontrolling interests	2
Contribution from parent			53
Distribution to parent	(55)		(15)
Dividends paid to parent	1
Net cash used in financing activities	(99)		4
Effect of exchange rate changes on cash	8
Increase in cash and cash equivalents	(29)		49
Cash and cash equivalents at beginning of period	376		212
Cash and cash equivalents at end of period	347		261
Eliminations | Huntsman International
Investing Activities:
Cash received from consolidated affiliates	(62)
Investment in affiliate			41
Net cash used in investing activities	(62)		41
Financing activities:
Proceeds from issuance of notes payable from affiliate			(6)
Dividends paid to noncontrolling interests	(6)		(8)
Contribution from parent	(1)		(56)
Distribution to parent	69		29
Net cash used in financing activities	$ 62		$ (41)
[1]	At June 30, 2017 and December 31, 2016, respectively, $32 and $25 of cash and cash equivalents, $10 each of restricted cash, $35 and $27 of accounts and notes receivable (net), $51 and $46 of inventories, $5 of other current assets, $274 and $284 of property, plant and equipment (net), $39 and $31 of intangible assets (net), $38 and $37 of other noncurrent assets, $82 and $90 of accounts payable, $33 and $34 of accrued liabilities, $21 and $14 of current portion of debt, $104 and $114 of longterm debt, and $78 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.”