UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

On October 20, 2014, 244,197,601 shares of common stock of Huntsman Corporation were outstanding and 2,728 units of membership interests of Huntsman International LLC were outstanding. There is no trading market for Huntsman International LLC's units of membership interests. All of Huntsman International LLC's units of membership interests are held by Huntsman Corporation.

This Quarterly Report on Form 10-Q presents information for two registrants: Huntsman Corporation and Huntsman International LLC. Huntsman International LLC is a wholly owned subsidiary of Huntsman Corporation and is the principal operating company of Huntsman Corporation. The information reflected in this Quarterly Report on Form 10-Q is equally applicable to both Huntsman Corporation and Huntsman International LLC, except where otherwise indicated. Huntsman International LLC meets the conditions set forth in General Instructions H(1)(a) and (b) of Form 10-Q and, to the extent applicable, is therefore filing this form with a reduced disclosure format.

HUNTSMAN CORPORATION AND SUBSIDIARIES
HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTERLY PERIOD
ENDED SEPTEMBER 30, 2014

HUNTSMAN CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(In Millions, Except Share and Per Share Amounts)

	September 30, 2014			December 31, 2013

ASSETS
Current assets:
Cash and cash equivalents(a)	$	582		$	520
Restricted cash(a)		10			9
Accounts and notes receivable (net of allowance for doubtful accounts of $36 and $42, respectively), ($554 and $521 pledged as collateral, respectively)(a)		1,639			1,542
Accounts receivable from affiliates		37			33
Inventories(a)		1,788			1,741
Prepaid expenses		91			61
Deferred income taxes		52			53
Other current assets(a)		295			200


Total current assets		4,494			4,159
Property, plant and equipment, net(a)		3,703			3,824
Investment in unconsolidated affiliates		292			285
Intangible assets, net(a)		71			87
Goodwill		126			131
Deferred income taxes		217			243
Notes receivable from affiliates		—			1
Other noncurrent assets(a)		506			458


Total assets	$	9,409		$	9,188




LIABILITIES AND EQUITY
Current liabilities:
Accounts payable(a)	$	1,133		$	1,067
Accounts payable to affiliates		43			46
Accrued liabilities(a)		629			726
Deferred income taxes		43			43
Current portion of debt(a)		274			277


Total current liabilities		2,122			2,159
Long-term debt(a)		3,752			3,633
Notes payable to affiliates		6			6
Deferred income taxes		295			313
Other noncurrent liabilities(a)		838			948


Total liabilities		7,013			7,059
Commitments and contingencies (Notes 13 and 14)
Equity
Huntsman Corporation stockholders' equity:
Common stock $0.01 par value, 1,200,000,000 shares authorized, 248,232,373 and 245,930,859 issued and 242,757,427 and 240,401,442 outstanding in 2014 and 2013, respectively		3			2
Additional paid-in capital		3,366			3,305
Treasury stock, 4,043,526 shares at both September 30, 2014 and December 31, 2013		(50	)		(50	)
Unearned stock-based compensation		(17	)		(13	)
Accumulated deficit		(425	)		(687	)
Accumulated other comprehensive loss		(643	)		(577	)


Total Huntsman Corporation stockholders' equity		2,234			1,980
Noncontrolling interests in subsidiaries		162			149


Total equity		2,396			2,129


Total liabilities and equity	$	9,409		$	9,188

See accompanying notes to condensed consolidated financial statements (unaudited).

HUNTSMAN CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(In Millions, Except Per Share Amounts)

	Three months ended September 30,						Nine months ended September 30,

	2014			2013			2014			2013
Revenues:
Trade sales, services and fees, net	$	2,819		$	2,789		$	8,433		$	8,198
Related party sales		65			53			194			176


Total revenues		2,884			2,842			8,627			8,374
Cost of goods sold		2,369			2,335			7,157			7,067


Gross profit		515			507			1,470			1,307
Operating expenses:
Selling, general and administrative		227			238			700			697
Research and development		40			35			113			105
Other operating expense (income)		7			(1	)		(2	)		6
Restructuring, impairment and plant closing costs		39			37			91			110


Total expenses		313			309			902			918


Operating income		202			198			568			389
Interest expense		(49	)		(48	)		(148	)		(146	)
Equity in income of investment in unconsolidated affiliates		2			3			6			6
Loss on early extinguishment of debt		—			—			—			(35	)
Other (expense) income		(1	)		—			—			2


Income from continuing operations before income taxes		154			153			426			216
Income tax benefit (expense)		40			(81	)		(39	)		(105	)


Income from continuing operations		194			72			387			111
Loss from discontinued operations		—			(2	)		(7	)		(4	)


Net income		194			70			380			107
Net income attributable to noncontrolling interests		(6	)		(6	)		(19	)		(20	)


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




Basic income (loss) per share:
Income from continuing operations attributable to Huntsman Corporation common stockholders	$	0.77		$	0.28		$	1.52		$	0.38
Loss from discontinued operations attributable to Huntsman Corporation common stockholders, net of tax		—			(0.01	)		(0.03	)		(0.02	)


Net income attributable to Huntsman Corporation common stockholders	$	0.77		$	0.27		$	1.49		$	0.36




Weighted average shares		242.6			239.8			241.8			239.5




Diluted income (loss) per share:
Income from continuing operations attributable to Huntsman Corporation common stockholders	$	0.76		$	0.27		$	1.50		$	0.38
Loss from discontinued operations attributable to Huntsman Corporation common stockholders, net of tax		—			(0.01	)		(0.03	)		(0.02	)


Net income attributable to Huntsman Corporation common stockholders	$	0.76		$	0.26		$	1.47		$	0.36




Weighted average shares		246.7			242.5			245.7			242.1




Amounts attributable to Huntsman Corporation common stockholders:
Income from continuing operations	$	188		$	66		$	368		$	91
Loss from discontinued operations, net of tax		—			(2	)		(7	)		(4	)


Net income	$	188		$	64		$	361		$	87




Dividends per share	$	0.125		$	0.125		$	0.375		$	0.375

See accompanying notes to condensed consolidated financial statements (unaudited).

HUNTSMAN CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)

(In Millions)

	Three months ended September 30,						Nine months ended September 30,

	2014			2013			2014			2013
Net income	$	194		$	70		$	380		$	107
Other comprehensive (loss) income, net of tax:
Foreign currency translations adjustments, net of tax of $(17) and $3 for the three months ended, respectively, and $(19) and $2 for the nine months ended, respectively		(108	)		53			(108	)		(44	)
Pension and other postretirement benefits adjustments, net of tax of $(5) and $(6) for the three months ended, respectively, and $(11) and $(21) for the nine months ended, respectively		16			18			33			68
Other, net		1			3			2			5


Other comprehensive (loss) income, net of tax		(91	)		74			(73	)		29


Comprehensive income		103			144			307			136
Comprehensive income attributable to noncontrolling interests		(2	)		(8	)		(12	)		(19	)


Comprehensive income attributable to Huntsman Corporation	$	101		$	136		$	295		$	117

See accompanying notes to condensed consolidated financial statements (unaudited).

	Huntsman Corporation Stockholders' Equity

	Shares
	Shares																Accumulated other comprehensive (loss) income
	Common stock			Common stock		Additional paid-in capital		Treasury stock			Unearned stock-based compensation			Accumulated deficit			Accumulated other comprehensive (loss) income			Noncontrolling interests in subsidiaries			Total equity
Balance, January 1, 2014		240,401,442		$	2	$	3,305	$	(50	)	$	(13	)	$	(687	)	$	(577	)	$	149		$	2,129
Net income		—			—		—		—			—			361			—			19			380
Other comprehensive loss		—			—		—		—			—			—			(66	)		(7	)		(73	)
Issuance of nonvested stock awards		—			—		15		—			(15	)		—			—			—			—
Vesting of stock awards		1,006,291			—		7		—			—			—			—			—			7
Recognition of stock-based compensation		—			—		7		—			11			—			—			—			18
Repurchase and cancellation of stock awards		(298,045	)		—		—		—			—			(7	)		—			—			(7	)
Stock options exercised		1,647,739			1		32		—			—			—			—			—			33
Dividends paid to noncontrolling interests		—			—		—		—			—			—			—			(4	)		(4	)
Cash received for a noncontrolling interest of a subsidiary		—			—		—		—			—			—			—			5			5
Accrued and unpaid dividends		—			—		—		—			—			(1	)		—			—			(1	)
Dividends declared on common stock		—			—		—		—			—			(91	)		—			—			(91	)


Balance, September 30, 2014		242,757,427		$	3	$	3,366	$	(50	)	$	(17	)	$	(425	)	$	(643	)	$	162		$	2,396




Balance, January 1, 2013		238,273,422		$	2	$	3,264	$	(50	)	$	(12	)	$	(687	)	$	(744	)	$	123		$	1,896
Net income		—			—		—		—			—			87			—			20			107
Other comprehensive income		—			—		—		—			—			—			30			(1	)		29
Issuance of nonvested stock awards		—			—		14		—			(14	)		—			—			—			—
Vesting of stock awards		1,067,888			—		5		—			—			—			—			—			5
Recognition of stock-based compensation		—			—		6		—			10			—			—			—			16
Repurchase and cancellation of stock awards		(304,209	)		—		—		—			—			(6	)		—			—			(6	)
Stock options exercised		853,698			—		4		—			—			—			—			—			4
Excess tax benefit related to stock- based compensation		—			—		4		—			—			—			—			—			4
Accrued and unpaid dividends		—			—		—		—			—			(2	)		—			—			(2	)
Dividends declared on common stock		—			—		—		—			—			(90	)		—			—			(90	)


Balance, September 30, 2013		239,890,799		$	2	$	3,297	$	(50	)	$	(16	)	$	(698	)	$	(714	)	$	142		$	1,963

See accompanying notes to condensed consolidated financial statements (unaudited).

HUNTSMAN CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(In Millions)

	Nine months ended September 30,

	2014			2013
Operating Activities:
Net income	$	380		$	107
Adjustments to reconcile net income to net cash used in operating activities:
Equity in income of investment in unconsolidated affiliates		(6	)		(6	)
Depreciation and amortization		335			326
Loss on early extinguishment of debt		—			35
Noncash interest expense		8			7
Deferred income taxes		(44	)		31
Noncash loss on foreign currency transactions		13			23
Stock-based compensation		22			21
Noncash restructuring and impairment of assets		36			7
Other, net		(6	)		5
Changes in operating assets and liabilities:
Accounts and notes receivable		(161	)		(146	)
Inventories		(112	)		118
Prepaid expenses		(32	)		(16	)
Other current assets		(74	)		17
Other noncurrent assets		(32	)		(108	)
Accounts payable		131			(18	)
Accrued liabilities		(59	)		(45	)
Other noncurrent liabilities		(56	)		30


Net cash provided by operating activities		343			388


Investing Activities:
Capital expenditures		(351	)		(295	)
Cash received from unconsolidated affiliates		38			48
Investment in unconsolidated affiliates		(37	)		(76	)
Acquisition of businesses, net of cash acquired		—			(66	)
Proceeds from sale of businesses/assets		15			(1	)
Other, net		(2	)		2


Net cash used in investing activities		(337	)		(388	)

	Nine months ended September 30,

	2014			2013
Financing Activities:
Net repayments under revolving loan facilities	$	(1	)	$	(3	)
Net borrowings on overdraft facilities		2			(2	)
Repayments of short-term debt		(8	)		(18	)
Borrowings on short-term debt		10			14
Repayments of long-term debt		(42	)		(459	)
Proceeds from issuance of long-term debt		204			572
Repayments of notes payable		(25	)		(30	)
Borrowings on notes payable		32			34
Debt issuance costs paid		(39	)		(4	)
Contingent consideration paid for acquisition		(6	)		—
Call premiums related to early extinguishment of debt		—			(4	)
Dividends paid to common stockholders		(91	)		(90	)
Repurchase and cancellation of stock awards		(7	)		(6	)
Proceeds from issuance of common stock		32			4
Cash received for a noncontrolling interest of a subsidiary		5			—
Excess tax benefit related to stock-based compensation		—			4
Other, net		(4	)		—


Net cash provided by financing activities		62			12


Effect of exchange rate changes on cash		(6	)		(2	)


Increase in cash and cash equivalents		62			10
Cash and cash equivalents at beginning of period		520			387


Cash and cash equivalents at end of period	$	582		$	397




Supplemental cash flow information:
Cash paid for interest	$	145		$	152
Cash paid for income taxes		156			60

See accompanying notes to condensed consolidated financial statements (unaudited).

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(In Millions)

	September 30, 2014			December 31, 2013

ASSETS
Current assets:
Cash and cash equivalents(a)	$	480		$	515
Restricted cash(a)		10			9
Accounts and notes receivable (net of allowance for doubtful accounts of $36 and $42, respectively), ($554 and $521 pledged as collateral, respectively)(a)		1,639			1,542
Accounts receivable from affiliates		340			325
Inventories(a)		1,788			1,741
Prepaid expenses		90			61
Deferred income taxes		52			53
Other current assets(a)		288			200


Total current assets		4,687			4,446
Property, plant and equipment, net(a)		3,651			3,759
Investment in unconsolidated affiliates		292			285
Intangible assets, net(a)		72			88
Goodwill		126			131
Deferred income taxes		217			243
Notes receivable from affiliates		—			1
Other noncurrent assets(a)		505			458


Total assets	$	9,550		$	9,411




LIABILITIES AND EQUITY
Current liabilities:
Accounts payable(a)	$	1,133		$	1,067
Accounts payable to affiliates		58			53
Accrued liabilities(a)		627			742
Deferred income taxes		43			44
Note payable to affiliate		100			100
Current portion of debt(a)		274			277


Total current liabilities		2,235			2,283
Long-term debt(a)		3,752			3,633
Notes payable to affiliates		713			779
Deferred income taxes		286			303
Other noncurrent liabilities(a)		832			938


Total liabilities		7,818			7,936
Commitments and contingencies (Notes 13 and 14)
Equity
Huntsman International LLC members' equity:
Members' equity, 2,728 units issued and outstanding		3,159			3,138
Accumulated deficit		(910	)		(1,194	)
Accumulated other comprehensive loss		(679	)		(618	)


Total Huntsman International LLC members' equity		1,570			1,326
Noncontrolling interests in subsidiaries		162			149


Total equity		1,732			1,475


Total liabilities and equity	$	9,550		$	9,411

See accompanying notes to condensed consolidated financial statements (unaudited).

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(In Millions)

	Three months ended September 30,						Nine months ended September 30,

	2014			2013			2014			2013
Revenues:
Trade sales, services and fees, net	$	2,819		$	2,789		$	8,433		$	8,198
Related party sales		65			53			194			176


Total revenues		2,884			2,842			8,627			8,374
Cost of goods sold		2,368			2,331			7,150			7,054


Gross profit		516			511			1,477			1,320
Operating expenses:
Selling, general and administrative		226			236			696			692
Research and development		40			35			113			105
Other operating expense (income)		7			(1	)		(2	)		6
Restructuring, impairment and plant closing costs		39			37			91			110


Total expenses		312			307			898			913


Operating income		204			204			579			407
Interest expense		(52	)		(51	)		(155	)		(156	)
Equity in income of investment in unconsolidated affiliates		2			3			6			6
Loss on early extinguishment of debt		—			—			—			(35	)
Other (expense) income		(1	)		—			—			2


Income from continuing operations before income taxes		153			156			430			224
Income tax benefit (expense)		51			(80	)		(29	)		(106	)


Income from continuing operations		204			76			401			118
Loss from discontinued operations, net of tax		—			(2	)		(7	)		(4	)


Net income		204			74			394			114
Net income attributable to noncontrolling interests		(6	)		(6	)		(19	)		(20	)


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

See accompanying notes to condensed consolidated financial statements (unaudited).

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)

(In Millions)

	Three months ended September 30,						Nine months ended September 30,

	2014			2013			2014			2013
Net income	$	204		$	74		$	394		$	114
Other comprehensive (loss) income, net of tax:
Foreign currency translations adjustments, net of tax of $(17) and $3 for the three months ended, respectively, and $(19) and $2 for the nine months ended, respectively		(108	)		53			(108	)		(44	)
Pension and other postretirement benefits adjustments, net of tax of $(5) and $(7) for the three months ended, respectively, and $(12) and $(22) for the nine months ended, respectively		18			19			38			71
Other, net		1			2			2			5


Other comprehensive (loss) income, net of tax		(89	)		74			(68	)		32


Comprehensive income		115			148			326			146
Comprehensive income attributable to noncontrolling interests		(2	)		(8	)		(12	)		(19	)


Comprehensive income attributable to Huntsman International LLC	$	113		$	140		$	314		$	127

See accompanying notes to condensed consolidated financial statements (unaudited).

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (UNAUDITED)

(In Millions, Except Unit Amounts)

	Huntsman International LLC Members

	Members' equity							Accumulated other comprehensive loss
	Members' equity				Accumulated deficit						Noncontrolling interests in subsidiaries			Total equity
	Units		Amount		Accumulated deficit						Noncontrolling interests in subsidiaries			Total equity
Balance, January 1, 2014		2,728	$	3,138	$	(1,194	)	$	(618	)	$	149		$	1,475
Net income		—		—		375			—			19			394
Dividends paid to parent		—		—		(91	)		—			—			(91	)
Other comprehensive loss		—		—		—			(61	)		(7	)		(68	)
Contribution from parent		—		21		—			—			—			21
Dividends paid to noncontrolling interests		—		—		—			—			(4	)		(4	)
Cash received for a noncontrolling interest of a subsidiary		—		—		—			—			5			5


Balance, September 30, 2014		2,728	$	3,159	$	(910	)	$	(679	)	$	162		$	1,732




Balance, January 1, 2013		2,728	$	3,109	$	(1,224	)	$	(791	)	$	123		$	1,217
Net income		—		—		94			—			20			114
Dividends paid to parent		—		—		(90	)		—			—			(90	)
Other comprehensive income		—		—		—			33			(1	)		32
Contribution from parent		—		20		—			—			—			20
Excess tax benefit related to stock-based compensation		—		4		—			—			—			4


Balance, September 30, 2013		2,728	$	3,133	$	(1,220	)	$	(758	)	$	142		$	1,297

See accompanying notes to condensed consolidated financial statements (unaudited).

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(In Millions)

	Nine months ended September 30,

	2014			2013
Operating Activities:
Net income	$	394		$	114
Adjustments to reconcile net income to net cash used in operating activities:
Equity in income of investment in unconsolidated affiliates		(6	)		(6	)
Depreciation and amortization		322			308
Loss on early extinguishment of debt		—			35
Noncash interest expense (income)		15			(1	)
Deferred income taxes		(43	)		6
Noncash loss on foreign currency transactions		13			23
Noncash compensation		21			20
Noncash restructuring and impairment of assets		36			7
Other, net		(6	)		7
Changes in operating assets and liabilities:
Accounts and notes receivable		(161	)		(146	)
Inventories		(112	)		118
Prepaid expenses		(31	)		(16	)
Other current assets		(67	)		17
Other noncurrent assets		(33	)		(108	)
Accounts payable		124			(9	)
Accrued liabilities		(78	)		(20	)
Other noncurrent liabilities		(50	)		33


Net cash provided by operating activities		338			382


Investing Activities:
Capital expenditures		(351	)		(295	)
Cash received from unconsolidated affiliates		38			48
Investment in unconsolidated affiliates		(37	)		(76	)
Acquisition of businesses, net of cash acquired		—			(66	)
Proceeds from sale of businesses/assets		15			(1	)
Increase in receivable from affiliate		(4	)		(16	)
Other, net		(2	)		2


Net cash used in investing activities		(341	)		(404	)

	Nine months ended September 30,

	2014			2013
Financing Activities:
Net repayments under revolving loan facilities	$	(1	)	$	(3	)
Net borrowings on overdraft facilities		2			(2	)
Repayments of short-term debt		(8	)		(18	)
Borrowings on short-term debt		10			14
Repayments of long-term debt		(42	)		(459	)
Proceeds from issuance of long-term debt		204			572
Proceeds from notes payable to affiliate		—			177
Repayments of notes payable to affiliate		(65	)		—
Repayments of notes payable		(25	)		(30	)
Borrowings on notes payable		32			34
Debt issuance costs paid		(39	)		(4	)
Contingent consideration paid for acquisition		(6	)		—
Call premiums related to early extinguishment of debt		—			(4	)
Dividends paid to parent		(91	)		(90	)
Cash received for a noncontrolling interest of a subsidiary		5			—
Excess tax benefit related to stock-based compensation		—			4
Other, net		(2	)		1


Net cash (used in) provided by financing activities		(26	)		192


Effect of exchange rate changes on cash		(6	)		(2	)


(Decrease) increase in cash and cash equivalents		(35	)		168
Cash and cash equivalents at beginning of period		515			210


Cash and cash equivalents at end of period	$	480		$	378




Supplemental cash flow information:
Cash paid for interest	$	145		$	170
Cash paid for income taxes		156			60

During the nine months ended September 30, 2014 and 2013, the amount of capital expenditures in accounts payable decreased by $31 million and $41 million, respectively. During the nine months ended September 30, 2014 and 2013, Huntsman Corporation contributed $21 million and $20 million related to stock-based compensation, respectively. During the nine months ended September 30, 2014 and 2013, we acquired assets under capital leases of $10 million and nil, respectively.

See accompanying notes to condensed consolidated financial statements (unaudited).

HUNTSMAN CORPORATION AND SUBSIDIARIES

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

For convenience in this report, the terms "Company," "our," "us" or "we" may be used to refer to Huntsman Corporation and, unless the context otherwise requires, its subsidiaries and predecessors. In this report, "Huntsman International" refers to Huntsman International LLC (our 100% owned subsidiary) and, unless the context otherwise requires, its subsidiaries.

In this report, we may use, without definition, the common names of competitors or other industry participants. We may also use the common names or abbreviations for certain chemicals or products.

Our interim condensed consolidated financial statements (unaudited) and Huntsman International's interim condensed consolidated financial statements (unaudited) were prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP" or "U.S. GAAP") and in management's opinion reflect all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of results of operations, comprehensive income, financial position and cash flows for the periods presented. Results for interim periods are not necessarily indicative of those to be expected for the full year. These condensed consolidated financial statements (unaudited) should be read in conjunction with the audited consolidated financial statements and notes to consolidated financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2013 for our Company and Huntsman International.

We are a global manufacturer of differentiated organic chemical products and of inorganic chemical products. Our products comprise a broad range of chemicals and formulations, which we market globally to a diversified group of consumer and industrial customers. Our products are used in a wide range of applications, including those in the adhesives, aerospace, automotive, construction products, personal care and hygiene, durable and non-durable consumer products, electronics, medical, packaging, paints and coatings, power generation, refining, synthetic fiber, textile chemicals and dye industries. We are a leading global producer in many of our key product lines, including MDI, amines, surfactants, maleic anhydride, epoxy-based polymer formulations, textile chemicals, dyes and titanium dioxide.

We operate in five segments: Polyurethanes, Performance Products, Advanced Materials, Textile Effects and Pigments. Our Polyurethanes, Performance Products, Advanced Materials and Textile Effects segments produce differentiated organic chemical products and our Pigments segment produces primarily inorganic chemical products. In a series of transactions beginning in 2006, we sold or shutdown substantially all of our Australian styrenics operations and our North American polymers and base chemicals operations. We report the results of these businesses as discontinued operations.

Our Company, a Delaware corporation, was formed in 2004 to hold the Huntsman businesses. Jon M. Huntsman founded the predecessor to our Company in 1970 as a small packaging company. Since then, we have grown through a series of acquisitions and now own a global portfolio of businesses.

Currently, we operate all of our businesses through Huntsman International, our 100% owned subsidiary. Huntsman International is a Delaware limited liability company and was formed in 1999.

Except where otherwise indicated, these notes relate to the condensed consolidated financial statements (unaudited) for both our Company and Huntsman International. The differences between our financial statements and Huntsman International's financial statements relate primarily to the following:

Our condensed consolidated financial statements (unaudited) include the accounts of our wholly-owned and majority-owned subsidiaries and any variable interest entities for which we are the primary beneficiary. Intercompany accounts and transactions have been eliminated.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

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

pension liabilities in connection with the Rockwood Acquisition. The acquisition was financed using a bank term loan.

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

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

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

In February 2013, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2013-04, Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting

Date, requiring entities to measure obligations resulting from joint and several liability arrangements for which the total amount of the obligation is fixed at the reporting date, as the sum of the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and any additional amount the reporting entity expects to pay on behalf of its co-obligors. The amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The amendments in this ASU should be applied retrospectively to all prior periods presented for those obligations resulting from joint and several liability arrangements that exist at the beginning of an entity's fiscal year of adoption. We adopted the amendments in this ASU effective January 1, 2014, and the initial adoption of the amendments in this ASU did not have any impact on our condensed consolidated financial statements (unaudited).

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

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

In April 2014, the FASB issued ASU No. 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, changing the criteria for reporting discontinued operations and enhancing reporting requirements for discontinued operations. A disposal of a component of an entity or a group of components of an entity will be required to be reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity's operations and financial results. Further, the amendments in this ASU will require an entity to present, for each comparative period, the assets and liabilities of a disposal group that includes a discontinued operation separately in the asset and liability sections, respectively, of the statement of financial position. The

amendments in this ASU are effective prospectively for all disposals (or classifications as held for sale) of components of an entity that occur within annual periods beginning on or after December 15, 2014, and interim periods within those years, and for all businesses that, on acquisition, are classified as held for sale that occur within annual periods beginning on or after December 15, 2014, and interim periods within those years. We do not expect the adoption of the amendments in this ASU to have a significant impact on our condensed consolidated financial statements (unaudited).

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), outlining a single comprehensive model for entities to use in accounting for revenues arising from contracts with customers and supersedes most current revenue recognition guidance. The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. The amendments in this ASU should be applied retrospectively, and early application is not permitted. We are currently evaluating the impact of the adoption of the amendments in this ASU on our condensed consolidated financial statements (unaudited).

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

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

We have accounted for the Rockwood Acquisition using the acquisition method. As such, we analyzed the fair value of tangible and intangible assets acquired and liabilities assumed. The

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


Acquisition cost	$	1,039




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


Total fair value of net assets acquired	$	1,039

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

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

We have accounted for the Oxid Acquisition using the acquisition method. As such, we analyzed the fair value of tangible and intangible assets acquired and liabilities assumed. The allocation of

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


Cash paid for acquisition	$	66
Contingent consideration		10


Acquisition cost	$	76




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


Total fair value of net assets acquired	$	76

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

Inventories are stated at the lower of cost or market, with cost determined using last-in first-out ("LIFO"), first-in first-out, and average costs methods for different components of inventory. Inventories consisted of the following (dollars in millions):

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

We evaluate our investments and transactions to identify variable interest entities for which we are the primary beneficiary. We hold a variable interest in the following four joint ventures for which we are the primary beneficiary:

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

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

	September 30, 2014		December 31, 2013

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


Total assets	$	657	$	653




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


Total liabilities	$	445	$	456

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

	Workforce reductions(1)			Demolition and decommissioning			Non-cancelable lease and contract termination costs			Other restructuring costs			Total(2)

Accrued liabilities as of January 1, 2014	$	52		$	—		$	60		$	1		$	113
2014 charges for 2013 and prior initiatives		40			5			4			11			60
2014 charges for 2014 initiatives		6			—			—			—			6
Reversal of reserves no longer required		(7	)		—			—			(1	)		(8	)
2014 payments for 2013 and prior initiatives		(39	)		(5	)		(6	)		(10	)		(60	)
Net activity of discontinued operations		—			—			(1	)		—			(1	)
Foreign currency effect on liability balance		(3	)		—			(4	)		1			(6	)


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

Details with respect to our reserves for restructuring, impairment and plant closing costs are provided below by segment and initiative (dollars in millions):

	Polyurethanes			Performance Products			Advanced Materials			Textile Effects			Pigments			Discontinued Operations			Corporate and Other			Total

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


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




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

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

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

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

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

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

we recorded charges of $6 million primarily related to workforce reductions related to this initiative. We expect to incur charges related to this program through the end of 2016.

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

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

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

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

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

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

	September 30, 2014		December 31, 2013

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


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




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


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




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


Total debt	$	4,032	$	3,916

	September 30, 2014		December 31, 2013

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


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




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


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




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


Total debt	$	4,839	$	4,789

Huntsman Corporation's direct debt and guarantee obligations consist of a guarantee of certain indebtedness incurred from time to time to finance certain insurance premiums. Substantially all of our other debt, including the facilities described below, has been incurred by our subsidiaries (primarily Huntsman International). Huntsman Corporation is not a guarantor of such subsidiary debt.

Certain of our subsidiaries are designated as nonguarantor subsidiaries and have third-party debt agreements. These debt agreements contain certain restrictions with regard to dividends, distributions, loans or advances. In certain circumstances, the consent of a third party would be required prior to the transfer of any cash or assets from these subsidiaries to us.

As of September 30, 2014, our senior credit facilities ("Senior Credit Facilities") consisted of our revolving credit facility ("Revolving Facility"), our extended term loan B facility ("Extended Term

Loan B"), our extended term loan B facility—series 2 ("Extended Term Loan B—Series 2") and our term loan C facility ("Term Loan C") as follows (dollars in millions):

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

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

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

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

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

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

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

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

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

As of September 30, 2014, we have a loan of $807 million to our subsidiary, Huntsman International (the "Intercompany Note"). The Intercompany Note is unsecured and $100 million of the outstanding amount is classified as current as of September 30, 2014 on our condensed consolidated balance sheets (unaudited). As of September 30, 2014, under the terms of the Intercompany Note, Huntsman International promises to pay us interest on the unpaid principal amount at a rate per annum based on the previous monthly average borrowing rate obtained under our U.S. accounts receivable securitization program ("U.S. A/R Program"), less 10 basis points (provided that the rate shall not exceed an amount that is 25 basis points less than the monthly average borrowing rate obtained for the U.S. LIBOR-based borrowings under our Revolving Facility).

We believe that we are in compliance with the covenants contained in the agreements governing our material debt instruments, including our Senior Credit Facilities, our U.S. A/R Program and our European accounts receivable securitization program ("European A/R Program" and collectively with the U.S. A/R Program, "A/R Programs") and our notes. However, Arabian Amines Company, our consolidated 50%-owned joint venture, is currently not in compliance with certain financial covenants contained under its loan commitments. See "—Variable Interest Entity Debt" above.

Our material financing arrangements contain certain covenants with which we must comply. A failure to comply with a covenant could result in a default under a financing arrangement unless we obtained an appropriate waiver or forbearance (as to which we can provide no assurance). A default under these material financing arrangements generally allows debt holders the option to declare the underlying debt obligations immediately due and payable. Furthermore, certain of our material financing arrangements contain cross-default and cross-acceleration provisions under which a failure to comply with the covenants in one financing arrangement may result in an event of default under another financing arrangement.

Our Senior Credit Facilities are subject to a single financial covenant (the "Leverage Covenant") which applies only to the Revolving Facility and is calculated at the Huntsman International level. The Leverage Covenant is applicable only if borrowings, letters of credit or guarantees are outstanding under the Revolving Facility (cash collateralized letters of credit or guarantees are not deemed outstanding). The Leverage Covenant is a net senior secured leverage ratio covenant which requires that Huntsman International's ratio of senior secured debt to EBITDA (as defined in the applicable agreement) is not more than 3.75 to 1.

If in the future Huntsman International fails to comply with the Leverage Covenant, then we may not have access to liquidity under our Revolving Facility. If Huntsman International failed to comply with the Leverage Covenant at a time when we had uncollateralized loans or letters of credit outstanding under the Revolving Facility, Huntsman International would be in default under the Senior Credit Facilities, and, unless Huntsman International obtained a waiver or forbearance with respect to such default (as to which we can provide no assurance), Huntsman International could be required to pay off the balance of the Senior Credit Facilities in full, and we may not have further access to such facilities.

The agreements governing our A/R Programs also contain certain receivable performance metrics. Any material failure to meet the applicable A/R Programs' metrics in the future could lead to an early termination event under the A/R Programs, which could require us to cease our use of such facilities, prohibiting us from additional borrowings against our receivables or, at the discretion of the lenders, requiring that we repay the A/R Programs in full. An early termination event under the A/R Programs would also constitute an event of default under our Senior Credit Facilities, which could require us to pay off the balance of the Senior Credit Facilities in full and could result in the loss of our Senior Credit Facilities.

We are exposed to market risks, such as changes in interest rates, foreign exchange rates and commodity pricing risks. From time to time, we enter into transactions, including transactions involving derivative instruments, to manage certain of these exposures.

All derivatives, whether designated in hedging relationships or not, are recorded on our balance sheet at fair value. If the derivative is designated as a fair value hedge, the changes in the fair value of the derivative and the hedged items are recognized in earnings. If the derivative is designated as a cash flow hedge, changes in the fair value of the derivative are recorded in accumulated other comprehensive loss, to the extent effective, and will be recognized in the income statement when the hedged item affects earnings. To the extent applicable, we perform effectiveness assessments in order to use hedge accounting at each reporting period. For a derivative that does not qualify as a hedge, changes in fair value are recognized in earnings.

We also hedge our net investment in certain European operations. Changes in the fair value of the hedge in the net investment of certain European operations are recorded in accumulated other comprehensive loss.

Our cash flows and earnings are subject to fluctuations due to exchange rate variation. Our revenues and expenses are denominated in various foreign currencies. From time to time, we may enter into foreign currency derivative instruments to minimize the short-term impact of movements in foreign currency rates. Where practicable, we generally net multicurrency cash balances among our subsidiaries to help reduce exposure to foreign currency exchange rates. Certain other exposures may be managed from time to time through financial market transactions, principally through the purchase of spot or forward foreign exchange contracts (generally with maturities of one year or less). We do not hedge our foreign currency exposures in a manner that would eliminate the effect of changes in exchange rates on our cash flows and earnings. As of September 30, 2014, we had approximately $175 million in notional amount (in U.S. dollar equivalents) outstanding in forward foreign currency contracts.

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

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

On September 1, 2011, we entered into a $50 million forward interest rate contract that will begin in December 2014 with maturity in April 2017 and a $50 million forward interest rate contract that will begin in January 2015 with maturity in April 2017. These two forward contracts are to hedge the variability caused by monthly changes in cash flow due to associated changes in LIBOR under our Senior Credit Facilities once our existing interest rate hedges mature. These swaps are designated as

cash flow hedges and the effective portion of the changes in the fair value of the swaps were recorded in other comprehensive income. Both interest rate contracts will pay a fixed 2.5% on the hedge and receive the one-month LIBOR rate once the contracts begin in 2014 and 2015, respectively. As of September 30, 2014, the combined fair value of these two hedges was $3 million and was recorded in other noncurrent liabilities on our condensed consolidated balance sheets (unaudited).

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

Beginning in 2009, Arabian Amines Company entered into a 12-year floating to fixed interest rate contract providing for a receipt of LIBOR interest payments for a fixed payment of 5.02%. In connection with the consolidation of Arabian Amines Company as of July 1, 2010, the interest rate contract is now included in our consolidated results. See "Note 5. Variable Interest Entities." The notional amount of the swap as of September 30, 2014 was $28 million, and the interest rate contract is not designated as a cash flow hedge. As of September 30, 2014, the fair value of the swap was $3 million and was recorded in current liabilities on our condensed consolidated balance sheets (unaudited). For the three and nine months ended September 30, 2014, we recorded additional (reduction of) interest expense of nil and ($1) million, respectively, due to changes in fair value of the swap. As of September 30, 2014, Arabian Amines Company was not in compliance with certain financial covenants under its loan commitments. For more information, see "Note 7. Debt—Direct and Subsidiary Debt—Variable Interest Entity Debt."

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

We finance certain of our non-U.S. subsidiaries with intercompany loans that are, in many cases, denominated in currencies other than the entities' functional currency. We manage the net foreign currency exposure created by this debt through various means, including cross-currency swaps, the designation of certain intercompany loans as permanent loans because they are not expected to be repaid in the foreseeable future and the designation of certain debt and swaps as net investment hedges.

Foreign currency transaction gains and losses on intercompany loans that are not designated as permanent loans are recorded in earnings. Foreign currency transaction gains and losses on intercompany loans that are designated as permanent loans are recorded in other comprehensive income. From time to time, we review such designation of intercompany loans.

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

The carrying amounts reported in our condensed consolidated balance sheets (unaudited) of cash and cash equivalents, accounts receivable and accounts payable approximate fair value because of the immediate or short-term maturity of these financial instruments. The fair value of non-qualified employee benefit plan investments is obtained through market observable pricing using prevailing market prices. The estimated fair values of our long-term debt are based on quoted market prices for the identical liability when traded as an asset in an active market (Level 1).

The fair value estimates presented herein are based on pertinent information available to management as of September 30, 2014 and December 31, 2013. Although management is not aware of any factors that would significantly affect the estimated fair value amounts, such amounts have not been comprehensively revalued for purposes of these financial statements since September 30, 2014 and current estimates of fair value may differ significantly from the amounts presented herein.

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

				Fair Value Amounts Using

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


Total assets	$	51		$	21	$	30		$	—




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


(Mark One)
ý		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2014
OR
o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to

Commission File Number	Exact Name of Registrant as Specified in its Charter, Principal Office Address and Telephone Number	State of Incorporation or Organization	I.R.S. Employer Identification No.

001-32427	Huntsman Corporation 500 Huntsman Way Salt Lake City, Utah 84108 (801) 584-5700	Delaware	42-1648585
333-85141	Huntsman International LLC 500 Huntsman Way Salt Lake City, Utah 84108 (801) 584-5700	Delaware	87-0630358


Huntsman Corporation	YES ý	NO o
Huntsman International LLC	YES ý	NO o


Huntsman Corporation	YES ý	NO o
Huntsman International LLC	YES ý	NO o


Huntsman Corporation	Large accelerated filer ý	Accelerated filer o	Non-accelerated filer o (Do not check if a smaller reporting company)	Smaller reporting company o
Huntsman International LLC	Large accelerated filer o	Accelerated filer o	Non-accelerated filer ý (Do not check if a smaller reporting company)	Smaller reporting company o


Huntsman Corporation	YES o	NO ý
Huntsman International LLC	YES o	NO ý



PART I	FINANCIAL INFORMATION	3
ITEM 1.	Financial Statements:	3
	Huntsman Corporation and Subsidiaries:
	Condensed Consolidated Balance Sheets (Unaudited)	3
	Condensed Consolidated Statements of Operations (Unaudited)	4
	Condensed Consolidated Statements of Comprehensive Income (Unaudited)	5
	Condensed Consolidated Statements of Equity (Unaudited)	6
	Condensed Consolidated Statements of Cash Flows (Unaudited)	7
	Huntsman International LLC and Subsidiaries:
	Condensed Consolidated Balance Sheets (Unaudited)	9
	Condensed Consolidated Statements of Operations (Unaudited)	10
	Condensed Consolidated Statements of Comprehensive Income (Unaudited)	11
	Condensed Consolidated Statements of Equity (Unaudited)	12
	Condensed Consolidated Statements of Cash Flows (Unaudited)	13
	Huntsman Corporation and Subsidiaries and Huntsman International LLC and Subsidiaries:
	Notes to Condensed Consolidated Financial Statements (Unaudited)	15
ITEM 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	69
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	95
ITEM 4.	Controls and Procedures	97
PART II	OTHER INFORMATION	98
ITEM 1.	Legal Proceedings	98
ITEM 1A.	Risk Factors	98
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	98
ITEM 6.	Exhibits	98

	Pro Forma

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

	September 30, 2014			December 31, 2013

Raw materials and supplies	$	424		$	433
Work in progress		78			92
Finished goods		1,365			1,290


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


Net	$	1,788		$	1,741

	September 30, 2014		December 31, 2013

2012 and prior initiatives	$	68	$	95
2013 initiatives		30		18
2014 initiatives		6		—


Total	$	104	$	113

	Three months ended September 30, 2014		Nine months ended September 30, 2014

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


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

	Three months ended September 30, 2013			Nine months ended September 30, 2013

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


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

Facility	Committed Amount			Principal Outstanding			Carrying Value			Interest Rate(3)

Revolving Facility	$	600	(1)	$	—	(2)	$	—	(2)	USD LIBOR plus 2.50%	2017
Extended Term Loan B		NA			952			952		USD LIBOR plus 2.50%	2017
Extended Term Loan B—Series 2		NA			339			339		USD LIBOR plus 2.75%	2017
Term Loan C		NA			50			48		USD LIBOR plus 2.25%	2016

Notes	Maturity			Amount Outstanding

Senior Notes ("2020 Senior Notes")	November 2020	4.875	%	$650 ($647 carrying value)
Senior Notes ("2021 Senior Notes")	April 2021	5.125	%	€445 (€450 carrying value ($572))
Senior Subordinated Notes	March 2020	8.625	%	$350
Senior Subordinated Notes	March 2021	8.625	%	$530 ($540 carrying value)

	September 30, 2014						December 31, 2013

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