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 19, 2016, 238,156,779 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, 2016

HUNTSMAN CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In Millions, Except Share and Per Share Amounts)

	September 30, 2016			December 31, 2015

ASSETS
Current assets:
Cash and cash equivalents(a)	$	439		$	257
Restricted cash(a)		11			12
Accounts and notes receivable (net of allowance for doubtful accounts of $29 and $26, respectively), ($473 and $438 pledged as collateral, respectively)(a)		1,456			1,420
Accounts receivable from affiliates		10			29
Inventories(a)		1,444			1,692
Prepaid expenses		75			112
Current assets held for sale		31			—
Other current assets(a)		317			312

Total current assets		3,783			3,834
Property, plant and equipment, net(a)		4,298			4,446
Investment in unconsolidated affiliates		337			347
Intangible assets, net(a)		97			86
Goodwill		123			116
Deferred income taxes		404			418
Noncurrent assets held for sale		90			—
Other noncurrent assets(a)		575			573

Total assets	$	9,707		$	9,820



LIABILITIES AND EQUITY
Current liabilities:
Accounts payable(a)	$	999		$	1,034
Accounts payable to affiliates		27			27
Accrued liabilities(a)		655			686
Current portion of debt(a)		88			170
Current liabilities held for sale		20			—

Total current liabilities		1,789			1,917
Long-term debt(a)		4,468			4,625
Notes payable to affiliates		1			1
Deferred income taxes		471			422
Noncurrent liabilities held for sale		10			—
Other noncurrent liabilities(a)		1,197			1,226

Total liabilities		7,936			8,191
Commitments and contingencies (Notes 12 and 13)
Equity
Huntsman Corporation stockholders' equity:
Common stock $0.01 par value, 1,200,000,000 shares authorized, 250,764,002 and 249,483,541 shares issued and 236,316,932 and 237,080,026 shares outstanding, respectively		3			3
Additional paid-in capital		3,445			3,407
Treasury stock, 12,607,223 and 11,162,454 shares, respectively		(150	)		(135	)
Unearned stock-based compensation		(21	)		(17	)
Accumulated deficit		(423	)		(528	)
Accumulated other comprehensive loss		(1,266	)		(1,288	)

Total Huntsman Corporation stockholders' equity		1,588			1,442
Noncontrolling interests in subsidiaries		183			187

Total equity		1,771			1,629

Total liabilities and equity	$	9,707		$	9,820

HUNTSMAN CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In Millions, Except Per Share Amounts)

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

	2016			2015			2016			2015
Revenues:
Trade sales, services and fees, net	$	2,334		$	2,605		$	7,167		$	7,862
Related party sales		29			33			95			105

Total revenues		2,363			2,638			7,262			7,967
Cost of goods sold		1,965			2,165			5,991			6,495

Gross profit		398			473			1,271			1,472
Operating expenses:
Selling, general and administrative		221			232			678			727
Research and development		38			41			114			124
Other operating (income) expense, net		(24	)		17			(40	)		8
Restructuring, impairment and plant closing costs		45			14			87			221

Total expenses		280			304			839			1,080

Operating income		118			169			432			392
Interest expense		(52	)		(49	)		(152	)		(158	)
Equity in income of investment in unconsolidated affiliates		1			—			4			5
Loss on early extinguishment of debt		(1	)		(8	)		(3	)		(31	)
Other loss		(2	)		—			—			(2	)

Income from continuing operations before income taxes		64			112			281			206
Income tax benefit (expense)		1			(49	)		(58	)		(85	)

Income from continuing operations		65			63			223			121
Loss from discontinued operations		(1	)		—			(3	)		(4	)

Net income		64			63			220			117
Net income attributable to noncontrolling interests		(9	)		(8	)		(22	)		(28	)

Net income attributable to Huntsman Corporation	$	55		$	55		$	198		$	89



Basic income (loss) per share:
Income from continuing operations attributable to Huntsman Corporation common stockholders	$	0.23		$	0.23		$	0.85		$	0.38
Loss from discontinued operations attributable to Huntsman Corporation common stockholders, net of tax		—			—			(0.01	)		(0.02	)

Net income attributable to Huntsman Corporation common stockholders	$	0.23		$	0.23		$	0.84		$	0.36



Weighted average shares		236.3			244.2			236.2			244.1



Diluted income (loss) per share:
Income from continuing operations attributable to Huntsman Corporation common stockholders	$	0.23		$	0.22		$	0.84		$	0.38
Loss from discontinued operations attributable to Huntsman Corporation common stockholders, net of tax		—			—			(0.01	)		(0.02	)

Net income attributable to Huntsman Corporation common stockholders	$	0.23		$	0.22		$	0.83		$	0.36



Weighted average shares		240.1			246.6			239.1			247.0



Income from continuing operations	$	56		$	55		$	201		$	93
Loss from discontinued operations, net of tax		(1	)		—			(3	)		(4	)

Net income	$	55		$	55		$	198		$	89



Dividends per share	$	0.125		$	0.125		$	0.375		$	0.375

HUNTSMAN CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In Millions)

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

	2016			2015			2016			2015
Net income	$	64		$	63		$	220		$	117
Other comprehensive income (loss), net of tax:
Foreign currency translations adjustments		15			(96	)		(11	)		(238	)
Pension and other postretirement benefits adjustments		11			14			35			36
Other, net		4			(6	)		(2	)		3

Other comprehensive income (loss), net of tax		30			(88	)		22			(199	)

Comprehensive income (loss)		94			(25	)		242			(82	)
Comprehensive income attributable to noncontrolling interests		(9	)		(6	)		(22	)		(21	)

Comprehensive income (loss) attributable to Huntsman Corporation	$	85		$	(31	)	$	220		$	(103	)

	Huntsman Corporation Stockholders' Equity

	Shares
	Shares																	Accumulated other comprehensive loss
	Common stock			Common stock		Additional paid-in capital			Treasury stock			Unearned stock-based compensation			Accumulated deficit			Accumulated other comprehensive loss			Noncontrolling interests in subsidiaries			Total equity
Balance, January 1, 2016		237,080,026		$	3	$	3,407		$	(135	)	$	(17	)	$	(528	)	$	(1,288	)	$	187		$	1,629
Net income		—			—		—			—			—			198			—			22			220
Other comprehensive income		—			—		—			—			—			—			22			—			22
Issuance of nonvested stock awards		—			—		17			—			(17	)		—			—			—			—
Vesting of stock awards		895,660			—		2			—			—			—			—			—			2
Recognition of stock-based compensation		—			—		7			—			13			—			—			—			20
Repurchase and cancellation of stock awards		(249,155	)		—		—			—			—			(3	)		—			—			(3	)
Stock options exercised		35,170			—		—			—			—			—			—			—			—
Dividends paid to noncontrolling interests		—			—		—			—			—			—			—			(26	)		(26	)
Treasury stock repurchased		(1,444,769	)		—		15			(15	)		—			—			—			—			—
Excess tax shortfall related to stock-based compensation		—			—		(3	)		—			—			—			—			—			(3	)
Dividends declared on common stock		—			—		—			—			—			(90	)		—			—			(90	)

Balance, September 30, 2016		236,316,932		$	3	$	3,445		$	(150	)	$	(21	)	$	(423	)	$	(1,266	)	$	183		$	1,771



Balance, January 1, 2015		243,416,979		$	3	$	3,385		$	(50	)	$	(14	)	$	(493	)	$	(1,053	)	$	173		$	1,951
Net income		—			—		—			—			—			89			—			28			117
Other comprehensive loss		—			—		—			—			—			—			(192	)		(7	)		(199	)
Issuance of nonvested stock awards		—			—		19			—			(19	)		—			—			—			—
Vesting of stock awards		1,037,743			—		6			—			—			—			—			—			6
Recognition of stock-based compensation		—			—		7			—			12			—			—			—			19
Repurchase and cancellation of stock awards		(304,340	)		—		—			—			—			(7	)		—			—			(7	)
Stock options exercised		48,572			—		1			—			—			—			—			—			1
Dividends paid to noncontrolling interests		—			—		—			—			—			—			—			(6	)		(6	)
Excess tax benefit related to stock-based compensation		—			—		1			—			—			—			—			—			1
Dividends declared on common stock		—			—		—			—			—			(92	)		—			—			(92	)

Balance, September 30, 2015		244,198,954		$	3	$	3,419		$	(50	)	$	(21	)	$	(503	)	$	(1,245	)	$	188		$	1,791

HUNTSMAN CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Millions)

	Nine months ended September 30,

	2016			2015
Operating Activities:
Net income	$	220		$	117
Adjustments to reconcile net income to net cash provided by operating activities: Equity in income of investment in unconsolidated affiliates		(4	)		(5	)
Depreciation and amortization		322			297
Gain on disposal of businesses/assets, net		(22	)		—
Loss on early extinguishment of debt		3			31
Noncash interest expense		11			9
Noncash restructuring and impairment charges		11			87
Deferred income taxes		65			(51	)
Noncash (gain) loss on foreign currency transactions		(3	)		12
Stock-based compensation		25			21
Portion of insurance proceeds representing cash provided by investing activities		(8	)		—
Other, net		2			2
Changes in operating assets and liabilities, net of effects of acquisitions:
Accounts and notes receivable		(6	)		(53	)
Inventories		246			46
Prepaid expenses		(7	)		(13	)
Other current assets		(12	)		50
Other noncurrent assets		(20	)		(92	)
Accounts payable		(16	)		(111	)
Accrued liabilities		39			74
Other noncurrent liabilities		2			(34	)

Net cash provided by operating activities		848			387

Investing Activities:
Capital expenditures		(290	)		(454	)
Insurance proceeds for recovery of property damage		8			—
Cash received from unconsolidated affiliates		25			33
Investment in unconsolidated affiliates		(23	)		(38	)
Acquisition of business, net of cash acquired		—			(14	)
Cash received from purchase price adjustment for business acquired		—			18
Proceeds from sale of businesses/assets		9			1
Cash received from termination of cross-currency interest rate contracts		—			66
Change in restricted cash		1			5

Net cash used in investing activities		(270	)		(383	)

	Nine months ended September 30,

	2016			2015
Financing Activities:
Net repayments on overdraft facilities	$	(1	)	$	(3	)
Repayments of short-term debt		(41	)		(17	)
Borrowings on short-term debt		8			11
Repayments of long-term debt		(795	)		(594	)
Proceeds from issuance of long-term debt		552			326
Repayments of notes payable		(25	)		(24	)
Borrowings on notes payable		31			33
Debt issuance costs paid		(8	)		(8	)
Call premiums related to early extinguishment of debt		—			(34	)
Contingent consideration paid for acquisition		—			(4	)
Dividends paid to noncontrolling interests		(26	)		(6	)
Dividends paid to common stockholders		(90	)		(92	)
Repurchase and cancellation of stock awards		(3	)		(7	)
Proceeds from issuance of common stock		—			1
Excess tax benefit related to stock-based compensation		—			1
Other, net		1			(1	)

Net cash used in financing activities		(397	)		(418	)

Effect of exchange rate changes on cash		1			(13	)

Increase (decrease) in cash and cash equivalents		182			(427	)
Cash and cash equivalents at beginning of period		257			860

Cash and cash equivalents at end of period	$	439		$	433



Supplemental cash flow information:
Cash paid for interest	$	139		$	158
Cash paid for income taxes		29			81

As of September 30, 2016 and 2015, the amount of capital expenditures in accounts payable was $59 million and $49 million, respectively.

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In Millions)

	September 30, 2016			December 31, 2015

ASSETS
Current assets:
Cash and cash equivalents(a)	$	439		$	257
Restricted cash(a)		11			12
Accounts and notes receivable (net of allowance for doubtful accounts of $29 and $26, respectively), ($473 and $438 pledged as collateral, respectively)(a)		1,456			1,420
Accounts receivable from affiliates		325			340
Inventories(a)		1,444			1,692
Prepaid expenses		74			111
Current assets held for sale		31			—
Other current assets(a)		313			306

Total current assets		4,093			4,138
Property, plant and equipment, net(a)		4,271			4,410
Investment in unconsolidated affiliates		337			347
Intangible assets, net(a)		97			86
Goodwill		123			116
Deferred income taxes		404			418
Noncurrent assets held for sale		90			—
Other noncurrent assets(a)		575			573

Total assets	$	9,990		$	10,088



LIABILITIES AND EQUITY
Current liabilities:
Accounts payable(a)	$	999		$	1,034
Accounts payable to affiliates		59			52
Accrued liabilities(a)		652			683
Notes payable to affiliates		100			100
Current portion of debt(a)		88			170
Current liabilities held for sale		20			—

Total current liabilities		1,918			2,039
Long-term debt(a)		4,468			4,625
Notes payable to affiliates		697			698
Deferred income taxes		468			418
Noncurrent liabilities held for sale		10			—
Other noncurrent liabilities(a)		1,195			1,224

Total liabilities		8,756			9,004
Commitments and contingencies (Notes 12 and 13)
Equity
Huntsman International LLC members' equity:
Members' equity, 2,728 units issued and outstanding		3,217			3,196
Accumulated deficit		(877	)		(983	)
Accumulated other comprehensive loss		(1,289	)		(1,316	)

Total Huntsman International LLC members' equity		1,051			897
Noncontrolling interests in subsidiaries		183			187

Total equity		1,234			1,084

Total liabilities and equity	$	9,990		$	10,088

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In Millions)

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

	2016			2015			2016			2015
Revenues:
Trade sales, services and fees, net	$	2,334		$	2,605		$	7,167		$	7,862
Related party sales		29			33			95			105

Total revenues		2,363			2,638			7,262			7,967
Cost of goods sold		1,964			2,164			5,988			6,492

Gross profit		399			474			1,274			1,475
Operating expenses:
Selling, general and administrative		220			231			675			723
Research and development		38			41			114			124
Other operating (income) expense, net		(24	)		17			(40	)		8
Restructuring, impairment and plant closing costs		45			14			87			221

Total expenses		279			303			836			1,076

Operating income		120			171			438			399
Interest expense		(55	)		(51	)		(161	)		(165	)
Equity in income of investment in unconsolidated affiliates		1			—			4			5
Loss on early extinguishment of debt		(1	)		(8	)		(3	)		(31	)
Other (loss) income		(1	)		—			1			(1	)

Income from continuing operations before income taxes		64			112			279			207
Income tax expense		—			(48	)		(58	)		(85	)

Income from continuing operations		64			64			221			122
Loss from discontinued operations, net of tax		(1	)		—			(3	)		(4	)

Net income		63			64			218			118
Net income attributable to noncontrolling interests		(9	)		(8	)		(22	)		(28	)

Net income attributable to Huntsman International LLC	$	54		$	56		$	196		$	90

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In Millions)

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

	2016			2015			2016			2015
Net income	$	63		$	64		$	218		$	118
Other comprehensive income (loss), net of tax:
Foreign currency translations adjustment		15			(95	)		(11	)		(238	)
Pension and other postretirement benefits adjustments		14			15			40			41
Other, net		3			(6	)		(2	)		3

Other comprehensive income (loss), net of tax		32			(86	)		27			(194	)

Comprehensive income (loss)		95			(22	)		245			(76	)
Comprehensive income attributable to noncontrolling interests		(9	)		(6	)		(22	)		(21	)

Comprehensive income (loss) attributable to Huntsman International LLC	$	86		$	(28	)	$	223		$	(97	)

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(In Millions, Except Unit Amounts)

	Huntsman International LLC Members

	Members' equity
									Accumulated other comprehensive loss
						Accumulated deficit						Noncontrolling interests in subsidiaries
	Units		Amount			Accumulated deficit						Noncontrolling interests in subsidiaries			Total equity
Balance, January 1, 2016		2,728	$	3,196		$	(983	)	$	(1,316	)	$	187		$	1,084
Net income		—		—			196			—			22			218
Dividends paid to parent		—		—			(90	)		—			—			(90	)
Other comprehensive income		—		—			—			27			—			27
Contribution from parent		—		24			—			—			—			24
Dividends paid to noncontrolling interests		—		—			—			—			(26	)		(26	)
Excess tax shortfall related to stock-based compensation		—		(3	)		—			—			—			(3	)

Balance, September 30, 2016		2,728	$	3,217		$	(877	)	$	(1,289	)	$	183		$	1,234



Balance, January 1, 2015		2,728	$	3,166		$	(956	)	$	(1,087	)	$	173		$	1,296
Net income		—		—			90			—			28			118
Dividends paid to parent		—		—			(92	)		—			—			(92	)
Other comprehensive loss		—		—			—			(187	)		(7	)		(194	)
Contribution from parent		—		20			—			—			—			20
Dividends paid to noncontrolling interests		—		—			—			—			(6	)		(6	)
Excess tax benefit related to stock-based compensation		—		1			—			—			—			1

Balance, September 30, 2015		2,728	$	3,187		$	(958	)	$	(1,274	)	$	188		$	1,143

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Millions)

	Nine months ended September 30,

	2016			2015
Operating Activities:
Net income	$	218		$	118
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in income of investment in unconsolidated affiliates		(4	)		(5	)
Depreciation and amortization		312			287
Gain on disposal of businesses/assets, net		(22	)		—
Loss on early extinguishment of debt		3			31
Noncash interest expense		19			15
Noncash restructuring and impairment charges		11			87
Deferred income taxes		65			(51	)
Noncash (gain) loss on foreign currency transactions		(3	)		12
Noncash compensation		24			20
Portion of insurance proceeds representing cash provided by investing activities		(8	)		—
Other, net		5			3
Changes in operating assets and liabilities, net of effects of acquisitions:
Accounts and notes receivable		(6	)		(53	)
Inventories		246			46
Prepaid expenses		(6	)		(13	)
Other current assets		(13	)		43
Other noncurrent assets		(20	)		(92	)
Accounts payable		(25	)		(118	)
Accrued liabilities		39			80
Other noncurrent liabilities		8			(27	)

Net cash provided by operating activities		843			383

Investing Activities:
Capital expenditures		(290	)		(454	)
Insurance proceeds for recovery of property damage		8			—
Cash received from unconsolidated affiliates		25			33
Investment in unconsolidated affiliates		(23	)		(38	)
Acquisition of business, net of cash acquired		—			(14	)
Cash received from purchase price adjustment for business acquired		—			18
Proceeds from sale of businesses/assets		9			1
Decrease (increase) in receivable from affiliate		3			(1	)
Cash received from termination of cross-currency interest rate contracts		—			66
Change in restricted cash		1			5

Net cash used in investing activities		(267	)		(384	)

	Nine months ended September 30,

	2016			2015
Financing Activities:
Net repayments on overdraft facilities	$	(1	)	$	(3	)
Repayments of short-term debt		(41	)		(17	)
Borrowings on short-term debt		8			11
Repayments of long-term debt		(795	)		(594	)
Proceeds from issuance of long-term debt		552			326
Repayments of notes payable to affiliate		(1	)		(50	)
Proceeds from issuance of notes payable from affiliate		—			195
Repayments of notes payable		(25	)		(24	)
Borrowings on notes payable		31			33
Debt issuance costs paid		(8	)		(8	)
Call premiums related to early extinguishment of debt		—			(34	)
Contingent consideration paid for acquisition		—			(4	)
Dividends paid to noncontrolling interests		(26	)		(6	)
Dividends paid to parent		(90	)		(92	)
Excess tax benefit related to stock-based compensation		—			1
Other		1			—

Net cash used in financing activities		(395	)		(266	)

Effect of exchange rate changes on cash		1			(13	)

Increase (decrease) in cash and cash equivalents		182			(280	)
Cash and cash equivalents at beginning of period		257			710

Cash and cash equivalents at end of period	$	439		$	430



Supplemental cash flow information:
Cash paid for interest	$	139		$	158
Cash paid for income taxes		29			81

As of September 30, 2016 and 2015, the amount of capital expenditures in accounts payable was $59 million and $49 million, respectively. During each of the nine months ended September 30, 2016 and 2015, Huntsman Corporation contributed $24 million and $20 million, respectively, related to stock-based compensation.

HUNTSMAN CORPORATION AND SUBSIDIARIES

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

Our unaudited interim condensed consolidated financial statements and Huntsman International's unaudited interim condensed consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP" or "U.S. GAAP") and in management's opinion reflect all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of results of operations, comprehensive income, financial position and cash flows for the periods presented. Results for interim periods are not necessarily indicative of those to be expected for the full year. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes to consolidated financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2015 for our Company and Huntsman International.

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

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

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.

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:

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.

In connection with our previously announced plans to separate our Pigments and Additives and Textile Effects businesses through a U.S. tax-free spin-off to our stockholders, on October 28, 2016, Huntsman Spin Corporation ("SpinCo") filed an initial registration statement on Form 10 with the U.S. Securities and Exchange Commission ("SEC"). Subject to market conditions, we expect the spin-off to be completed in the first half of 2017.

On August 3, 2016, we announced that Innospec Inc. ("Innospec") had committed to purchase our European surfactants business for an enterprise value of $225 million pursuant to the terms of an Exclusivity and Put Option Agreement under which we could, by notice to Innospec, exercise an option to enter into an agreed form Share and Asset Purchase Agreement (the "SAPA") with Innospec. We have provided that notice and, as of October 25, 2016, we and Innospec have each signed the SAPA and an amendment thereto. Under the terms of the transaction, Innospec will acquire our manufacturing facilities located in Saint-Mihiel, France; Castiglione delle Stiviere, Italy; and Barcelona, Spain. The $225 million enterprise value includes our related trade receivables and payables, which we will retain. The purchase price will be subject to additional working capital and other adjustments. Closing is expected to occur by the end of the fourth quarter of 2016 and is subject to customary

conditions. We expect to use the net proceeds from the sale to repay debt. The assets and liabilities of this business are included in our Performance Products segment and are classified as held for sale on the accompanying balance sheets.

Upon consummating the planned transaction, we will enter into supply and long-term tolling arrangements with Innospec in order to continue marketing certain core products strategic to our global agrochemicals, lubes and certain other businesses.

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.

In January 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2015-01, Income Statement—Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items, eliminating from U.S. GAAP the concept of extraordinary items. Reporting entities will no longer have to assess whether a particular event or transaction event is extraordinary. The amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. We adopted the amendments in this ASU effective January 1, 2016, and the initial adoption of the amendments in this ASU did not have a significant impact on our condensed consolidated financial statements.

In February 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis. The amendments in this ASU change the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities by placing more emphasis on risk of loss when determining a controlling financial interest. These amendments affect areas specific to limited partnerships and similar legal entities, evaluating fees paid to a decision maker or service provider as a variable interest, the effects of both fee arrangements and related parties on the primary beneficiary determination and certain investment funds. The amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. We adopted the amendments in this ASU effective January 1, 2016, and the initial adoption of the amendments in this ASU did not have a significant impact on our condensed consolidated financial statements.

In April 2015, the FASB issued ASU No. 2015-05, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer's Accounting for Fees Paid in a Cloud Computing Arrangement. The amendments in this ASU provide guidance that will help entities evaluate the accounting for fees paid by a customer in a cloud computing arrangement, including whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the customer should account for the software license consistent with the acquisition of other software

licenses; otherwise, the customer should account for the arrangement as a service contract. The amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. We adopted the amendments in this ASU effective January 1, 2016, and the initial adoption of the amendments in this ASU did not have a significant impact on our condensed consolidated financial statements.

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), outlining a single comprehensive model for entities to use in accounting for revenues arising from contracts with customers and supersedes most current revenue recognition guidance. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, deferring the effective date of ASU No. 2014-09 for all entities by one year. Further, in March 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net), clarifying the implementation guidance on principal versus agent considerations, in April 2016, the FASB issued ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, clarifying the implementation guidance on identifying performance obligations in a contract and determining whether an entity's promise to grant a license provides a customer with either a right to use the entity's intellectual property (which is satisfied at a point in time) or a right to access the entity's intellectual property (which is satisfied over time), and in May 2016, the FASB issued ASU No. 2016-12, Revenue from Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients, providing clarifications and practical expedients for certain narrow aspects in Topic 606. The amendments in these ASUs are effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. The amendments in ASU No. 2014-09, ASU No. 2016-08, ASU No. 2016-10 and ASU No. 2016-12 should be applied retrospectively, and early application is permitted. We are currently evaluating the impact of the adoption of the amendments in ASU No. 2014-09, ASU No. 2016-08, ASU No. 2016-10 and ASU No. 2016-12 on our condensed consolidated financial statements.

In July 2015, the FASB issued ASU No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory. The amendments in this ASU do not apply to inventory that is measured using last-in first-out ("LIFO") or the retail inventory method, but rather does apply to all other inventory, which includes inventory that is measured using first-in first-out or average cost. An entity should measure in scope inventory at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Subsequent measurement is unchanged for inventory measured using LIFO or the retail inventory method. The amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. The amendments in this ASU should be applied prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. We do not expect the adoption of the amendments in this ASU to have a significant impact on our condensed consolidated financial statements.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The amendments in this ASU will increase transparency and comparability among entities by recognizing lease assets and lease

liabilities on the balance sheet and disclosing key information about leasing arrangements. The amendments in this ASU will require lessees to recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. The amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early application of the amendments in this ASU is permitted for all entities. Reporting entities are required to recognize and measure leases under these amendments at the beginning of the earliest period presented using a modified retrospective approach. We are currently evaluating the impact of the adoption of the amendments in this ASU on our condensed consolidated financial statements.

In March 2016, the FASB issued ASU No. 2016-09, Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The amendments in this ASU simplify several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption of the amendments in this ASU is permitted in any interim or annual period. We do not expect the adoption of the amendments in this ASU to have a significant impact on our condensed consolidated financial statements.

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. The amendments in this ASU clarify and include specific guidance to address diversity in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is permitted, including adoption in an interim period. The amendments in this ASU should be applied using a retrospective transition method to each period presented. We do not expect the adoption of the amendments in this ASU to have a significant impact on our condensed consolidated financial statements.

Inventories 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):

For both September 30, 2016 and December 31, 2015, approximately 9% of inventories were recorded using the LIFO cost method. As of September 30, 2016, there was $18 million of inventories included in current assets held for sale on our condensed consolidated balance sheets.

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:

Creditors of these entities have no recourse to our general credit. See "Note 6. Debt—Direct and Subsidiary Debt." As the primary beneficiary of these variable interest entities at September 30, 2016, the joint ventures' assets, liabilities and results of operations are included in our condensed consolidated financial statements.

The following table summarizes the carrying amount of our variable interest entities' assets and liabilities included in our condensed consolidated balance sheets, before intercompany eliminations, as

of September 30, 2016 and our consolidated balance sheets as of December 31, 2015 (dollars in millions):

	September 30, 2016		December 31, 2015

Current assets	$	100	$	121
Property, plant and equipment, net		291		307
Other noncurrent assets		101		95
Deferred income taxes		35		35
Intangible assets		32		36
Goodwill		13		13

Total assets	$	572	$	607



Current liabilities	$	155	$	159
Long-term debt		116		140
Deferred income taxes		11		11
Other noncurrent liabilities		56		54

Total liabilities	$	338	$	364

As of September 30, 2016 and December 31, 2015, accrued restructuring costs by type of cost and initiative consisted of the following (dollars in millions):

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

Accrued liabilities as of January 1, 2016	$	109		$	16		$	38		$	5		$	168
2016 charges for 2015 and prior initiatives		6			28			8			30			72
2016 charges for 2016 initiatives		6			—			—			3			9
Reversal of reserves no longer required		(1	)		—			—			—			(1	)
Distribution of prefunded restructuring costs		(40	)		(5	)		—			(1	)		(46	)
2016 payments for 2015 and prior initiatives		(37	)		(13	)		(3	)		(29	)		(82	)
2016 payments for 2016 initiatives		(1	)		—			—			(2	)		(3	)
Foreign currency effect on liability balance		1			1			1			(1	)		2

Accrued liabilities as of September 30, 2016	$	43		$	27		$	44		$	5		$	119

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

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

Accrued liabilities as of January 1, 2016	$	5		$	9		$	4	$	55		$	90		$	1	$	4		$	168
2016 charges for 2015 and prior initiatives		—			16			—		37			16			—		3			72
2016 charges for 2016 initiatives		3			—			—		1			5			—		—			9
Reversal of reserves no longer required		—			—			—		(1	)		—			—		—			(1	)
Distribution of prefunded restructuring costs		—			(5	)		—		(5	)		(36	)		—		—			(46	)
2016 payments for 2015 and prior initiatives		(2	)		(18	)		—		(15	)		(43	)		—		(4	)		(82	)
2016 payments for 2016 initiatives		(2	)		—			—		(1	)		—			—		—			(3	)
Foreign currency effect on liability balance		—			—			—		1			1			—		—			2

Accrued liabilities as of September 30, 2016	$	4		$	2		$	4	$	72		$	33		$	1	$	3		$	119



Current portion of restructuring reserves	$	3		$	2		$	2	$	32		$	26		$	1	$	3		$	69
Long-term portion of restructuring reserves		1			—			2		40			7			—		—			50

Details with respect to cash and noncash restructuring charges for the three and nine months ended September 30, 2016 and 2015 by initiative are provided below (dollars in millions):

In December 2015, our Performance Products segment announced plans for a reorganization of its commercial and technical functions and a refocused divisional business strategy to better position the segment for growth in coming years. In addition, a program was launched to capture growth opportunities, improve manufacturing cost efficiency and reduce inventories. In connection with this restructuring program, we recorded restructuring expense of $16 million in the nine months ended September 30, 2016.

In September 2011, we announced plans to implement a significant restructuring of our Textile Effects segment, including the closure of our production facilities and business support offices in Basel, Switzerland, as part of an ongoing strategic program aimed at improving the Textile Effects segment's long-term global competitiveness. In connection with this plan and in connection with revised estimates of site closure costs, during the nine months ended September 30, 2016, our Textile Effects segment

recorded charges of $8 million for non-cancelable long-term contract termination costs and $28 million for decommissioning associated with this initiative.

In December 2014, we announced a comprehensive restructuring program to improve the global competitiveness of our Pigments and Additives segment. As part of the program, we are reducing our workforce by approximately 900 positions. In connection with this restructuring program, we recorded restructuring expense of $4 million in the nine months ended September 30, 2016.

In March 2015, we announced plans to restructure our color pigments business, another step in our comprehensive restructuring program in our Pigments and Additives segment, and recorded restructuring expense of approximately $12 million in the nine months ended September 30, 2016.

In July 2016, we announced plans to close our Pigments and Additives segment's South African titanium dioxide manufacturing facility. As part of the program, we recorded restructuring expense of approximately $5 million in the nine months ended September 30, 2016. Additionally, we recorded an impairment charge of $1 million during the second quarter of 2016. The majority of the long-lived assets associated with this manufacturing facility were impaired in the fourth quarter of 2015.

In connection with planned restructuring activities, our Pigments and Additives segment recorded accelerated depreciation as restructuring expense of $8 million during the nine months ended September 30, 2016.

In June 2015, our Polyurethanes segment announced a restructuring program in Europe. In connection with this restructuring program, we recorded restructuring expense of $14 million in the nine months ended September 30, 2015 related primarily to workforce reductions.

In June 2015, our Advanced Materials segment initiated a restructuring program in Europe. In connection with this restructuring program, we recorded restructuring expense of $6 million in the nine months ended September 30, 2015 related primarily to workforce reductions and accelerated depreciation recorded as restructuring, impairment and plant closing costs.

In September 2011, we announced plans to implement a significant restructuring of our Textile Effects segment, including the closure of our production facilities and business support offices in Basel, Switzerland, as part of an ongoing strategic program aimed at improving the Textile Effects segment's long-term global competitiveness. In connection with this plan, during the nine months ended September 30, 2015, our Textile Effects segment recorded charges of $6 million for non-cancelable long-term contract termination costs, $4 million for decommissioning and $2 million in other restructuring costs associated with this initiative. In addition, we recorded charges of $5 million associated with other initiatives.

In December 2014, we announced that we were taking significant action to improve the global competitiveness of our Pigments and Additives segment. As part of a comprehensive restructuring program, we plan to reduce our workforce by approximately 900 positions. In connection with this restructuring program, during the nine months ended September 30, 2015, our Pigments and Additives segment recorded charges of $51 million for workforce reductions, $3 million for pension related charges and $12 million in other restructuring costs associated with this initiative.

In February 2015, we announced a plan to close the 'black end' manufacturing operations and ancillary activities at our Calais, France site, which will reduce our titanium dioxide capacity by approximately 100 kilotons, or 13% of our European titanium dioxide capacity. In connection with this announcement, we began to accelerate depreciation on the affected assets and recorded accelerated depreciation in the nine months ended September 30, 2015 of $73 million as restructuring, impairment and plant closing costs. In addition, during the nine months ended September 30, 2015, we recorded charges of $21 million for workforce reductions and non-cash charges of $10 million.

In March 2015, we announced plans to restructure our color pigments business, another step in our previously announced plan to significantly restructure our global Pigments and Additives segment, and recorded restructuring expense of approximately $5 million in the nine months ended September 30, 2015 primarily related to workforce reductions.

Outstanding debt, net of debt issuance costs, consisted of the following (dollars in millions):

	September 30, 2016		December 31, 2015

Senior Credit Facilities:
Term loans	$	2,234	$	2,454
Amounts outstanding under A/R programs		218		215
Senior notes		1,873		1,850
Variable interest entities		134		151
Other		97		125

Total debt—excluding debt to affiliates	$	4,556	$	4,795



Total current portion of debt	$	88	$	170
Long-term portion		4,468		4,625

Total debt—excluding debt to affiliates	$	4,556	$	4,795



Total debt—excluding debt to affiliates	$	4,556	$	4,795
Notes payable to affiliates—noncurrent		1		1

Total debt	$	4,557	$	4,796

	September 30, 2016		December 31, 2015

Senior Credit Facilities:
Term loans	$	2,234	$	2,454
Amounts outstanding under A/R programs		218		215
Senior notes		1,873		1,850
Variable interest entities		134		151
Other		97		125

Total debt—excluding debt to affiliates	$	4,556	$	4,795



Total current portion of debt	$	88	$	170
Long-term portion		4,468		4,625

Total debt—excluding debt to affiliates	$	4,556	$	4,795



Total debt—excluding debt to affiliates	$	4,556	$	4,795
Notes payable to affiliates—current		100		100
Notes payable to affiliates—noncurrent		697		698

Total debt	$	5,353	$	5,593

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.

We record debt issuance costs related to a debt liability on the balance sheet as a reduction in the face amount of that debt liability. As of September 30, 2016 and December 31, 2015, the amount of debt issuance costs directly reducing the debt liability was $60 million and $67 million, respectively. We record the amortization of debt issuance costs as interest expense.

As of September 30, 2016, our senior credit facilities ("Senior Credit Facilities") consisted of our revolving credit facility ("Revolving Facility"), our 2015 extended term loan B facility due 2019 ("2015

Extended Term Loan B"), our 2014 term loan B facility due 2021 ("2014 Term Loan B"), and our 2016 term loan B facility due 2023 ("2016 Term Loan B") (dollars in millions):

Our obligations under the Senior Credit Facilities are guaranteed by substantially all of our domestic subsidiaries and certain of our foreign subsidiaries (collectively, the "Guarantors"), and are secured by a first priority lien on substantially all of our domestic property, plant and equipment, the stock of all of our material domestic subsidiaries and certain foreign subsidiaries, and pledges of intercompany notes between certain of our subsidiaries.

On both July 22, 2016 and September 30, 2016, Huntsman International prepaid $100 million of its 2015 Extended Term Loan B. In connection with the $200 million prepayments on our term loan, we recognized a loss on early extinguishment of debt of $1 million in the third quarter of 2016.

On April 1, 2016, Huntsman International entered into a fifteenth amendment to the agreement governing the Senior Credit Facilities (the "Credit Agreement"). The amendment provides for a new term loan facility, the 2016 Term Loan B, to refinance existing term loans pursuant to the Credit Agreement in an aggregate principal amount of $550 million. The net proceeds of the 2016 Term Loan B were used to repay in full Huntsman International's extended term loan B due 2017, our extended term loan B—series 2 due 2017 and our term loan C due 2016 ("Term Loan C"). In connection with these repayments, we recorded a loss on early extinguishment of debt of approximately $2 million in the second quarter of 2016.

The 2016 Term Loan B matures on April 1, 2023, provided that the maturity date will accelerate if we do not repay, refinance or have a minimum level of liquidity available to enable us to repay certain of our senior notes upon maturity. The 2016 Term Loan B is subject to the same terms and conditions as our existing senior secured term loan facilities.

The 2016 Term Loan B bears interest at an interest rate margin of LIBOR plus 3.50% (subject to a 0.75% floor) and amortizes in annual amounts equal to 1% of the principal amount of the 2016 Term Loan B, payable quarterly commencing on June 30, 2016.

The amendment also extends the stated termination date of our Revolving Facility from March 20, 2017 to March 20, 2021, provided that the maturity date will accelerate if we do not repay, refinance or have a minimum level of liquidity available to enable us to repay our 2015 Extended Term Loan B due 2019 or our senior notes upon their maturity. The amendment further increased the committed amount of our Revolving Facility by $25 million (from $625 million to $650 million). Borrowings under the Revolving Facility bear interest at the same rate as the existing revolving commitments. As of September 30, 2016 we had no borrowings under our Revolving Facility.

Our U.S. accounts receivable securitization program ("U.S. A/R Program") and our European accounts receivable securitization program ("EU A/R Program" and collectively with the U.S. A/R Program, "A/R Programs") are structured so that we transfer certain of our trade receivables to the U.S. special purpose entity ("U.S. SPE") and the European special purpose entity ("EU SPE") in transactions intended to be true sales or true contributions. The receivables collateralize debt incurred by the U.S. SPE and the EU SPE. Information regarding our A/R Programs as of September 30, 2016 was as follows (monetary amounts in millions):

As of September 30, 2016 and December 31, 2015, $473 million and $438 million, respectively, of accounts receivable were pledged as collateral under our A/R Programs.

During the nine months ended September 30, 2015, we redeemed or repurchased the following notes (dollars in millions):

As of September 30, 2016, we had a loan of $796 million to our subsidiary, Huntsman International (the "Intercompany Note"). The Intercompany Note is unsecured and $100 million of the outstanding amount is classified as current as of September 30, 2016 on our condensed consolidated balance sheets. As of September 30, 2016, under the terms of the Intercompany Note, Huntsman International promises to pay us interest on the unpaid principal amount at a rate per annum based on the previous monthly average borrowing rate obtained under our U.S. A/R Program, less 10 basis points (provided that the rate shall not exceed an amount that is 25 basis points less than the monthly average borrowing rate obtained for the U.S. LIBOR-based borrowings under our Revolving Facility).

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.

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

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

We also hedge our net investment in certain European operations. Changes in the fair value of the hedge in the net investment of certain European operations are recorded as an unrealized currency translation adjustment in accumulated other comprehensive loss.

Our revenues and expenses are denominated in various foreign currencies, and our cash flows and earnings are thus subject to fluctuations due to exchange rate variations. From time to time, we may enter into foreign currency derivative instruments to minimize the short-term impact of movements in foreign currency rates. Where practicable, we generally net multicurrency cash balances among our subsidiaries to help reduce exposure to foreign currency exchange rates. Certain other exposures may be managed from time to time through financial market transactions, principally through the purchase of spot or forward foreign exchange contracts (generally with maturities of one year or less). We do not

hedge our foreign currency exposures in a manner that would eliminate the effect of changes in exchange rates on our cash flows and earnings. As of September 30, 2016, we had approximately $176 million in notional amount (in U.S. dollar equivalents) outstanding in forward foreign currency contracts.

Huntsman International has entered into two interest rate contracts to hedge the variability caused by monthly changes in cash flow due to associated changes in LIBOR under our Senior Credit Facilities. These swaps are designated as cash flow hedges and the effective portion of the changes in the fair value of the swaps are recorded in other comprehensive income (loss) (dollars in millions):

Beginning in 2009, Arabian Amines Company entered into a 12-year floating to fixed interest rate contract providing for a receipt of LIBOR interest payments for a fixed payment of 5.02%. In connection with the consolidation of Arabian Amines Company as of July 1, 2010, the interest rate contract is now included in our consolidated results. See "Note 4. Variable Interest Entities." The notional amount of the swap as of September 30, 2016 was $20 million, and the interest rate contract is not designated as a cash flow hedge. As of September 30, 2016, the fair value of the swap was $2 million and was recorded in noncurrent liabilities on our condensed consolidated balance sheets. For each of the three and nine months ended September 30, 2016, we recorded a reduction of interest expense of nil due to changes in fair value of the swap.

In November 2014, we entered into two five year cross-currency interest rate contracts and one eight year cross-currency interest rate contract to swap an aggregate notional $200 million for an aggregate notional €161 million. This swap is designated as a hedge of net investment for financial reporting purposes. Under the cross-currency interest rate contract, we will receive fixed U.S. dollar payments of $5 million semiannually on May 15 and November 15 (equivalent to an annual rate of 5.125%) and make interest payments of approximately €3 million (equivalent to an annual rate of approximately 3.6%). As of September 30, 2016, the fair value of this swap was $21 million and was recorded in noncurrent assets on our condensed consolidated balance sheets.

In March 2010, we entered into three five year cross-currency interest rate contracts to swap an aggregate notional $350 million for an aggregate notional €255 million. This swap was designated as a hedge of net investment for financial reporting purposes. During the three months ended March 31, 2015, we terminated these cross-currency interest rate contracts and received $66 million in payments from the counterparties.

A portion of our debt is denominated in euros. We also finance certain of our non-U.S. subsidiaries with intercompany loans that are, in many cases, denominated in currencies other than the entities' functional currency. We manage the net foreign currency exposure created by this debt through various means, including cross-currency swaps, the designation of certain intercompany loans as

permanent loans because they are not expected to be repaid in the foreseeable future and the designation of certain debt and swaps as net investment hedges.

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

We review our non-U.S. dollar denominated debt and derivative instruments to determine the appropriate amounts designated as hedges. As of September 30, 2016, we have designated approximately €671 million (approximately $754 million) of euro-denominated debt and cross-currency interest rate contracts as a hedge of our net investment. For the three and nine months ended September 30, 2016, the amount of loss recognized on the hedge of our net investment was $11 million and $18 million, respectively, and was recorded in other comprehensive income (loss) on our condensed consolidated statements of comprehensive income (loss).

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

The fair value estimates presented herein are based on pertinent information available to management as of September 30, 2016 and December 31, 2015. The estimated fair value amounts have not been comprehensively revalued for purposes of these financial statements since September 30, 2016 and current estimates of fair value may differ significantly from the amounts presented herein.

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

				Fair Value Amounts Using

Description	September 30, 2016			Quoted prices in active markets for identical assets (Level 1)(4)		Significant other observable inputs (Level 2)(4)			Significant unobservable inputs (Level 3)
Assets:
Available-for sale equity securities:
Equity mutual funds	$	25		$	25	$	—		$	—
Investments in equity securities(1)		21			21		—			—
Derivatives:
Cross-currency interest rate contracts(2)		21			—		—			21

Total assets	$	67		$	46	$	—		$	21



Liabilities:
Derivatives:
Interest rate contracts(3)	$	(3	)	$	—	$	(3	)	$	—


(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, 2016
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	Delaware	42-1648585
	10003 Woodloch Forest Drive The Woodlands, Texas 77380 (281) 719-6000
333-85141	Huntsman International LLC	Delaware	87-0630358
	10003 Woodloch Forest Drive The Woodlands, Texas 77380 (281) 719-6000


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.	Condensed Consolidated Financial Statements (Unaudited):	3
	Huntsman Corporation and Subsidiaries:
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Operations	4
	Condensed Consolidated Statements of Comprehensive Income (Loss)	5
	Condensed Consolidated Statements of Equity	6
	Condensed Consolidated Statements of Cash Flows	7
	Huntsman International LLC and Subsidiaries:
	Condensed Consolidated Balance Sheets	9
	Condensed Consolidated Statements of Operations	10
	Condensed Consolidated Statements of Comprehensive Income (Loss)	11
	Condensed Consolidated Statements of Equity	12
	Condensed Consolidated Statements of Cash Flows	13
	Huntsman Corporation and Subsidiaries and Huntsman International LLC and Subsidiaries:
	Notes to Condensed Consolidated Financial Statements	15
ITEM 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	65
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	88
ITEM 4.	Controls and Procedures	90
PART II	OTHER INFORMATION	91
ITEM 1.	Legal Proceedings	91
ITEM 1A.	Risk Factors	91
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	92
ITEM 6.	Exhibits	93

	September 30, 2016			December 31, 2015

Raw materials and supplies	$	344		$	389
Work in progress		104			125
Finished goods		1,044			1,221

Total		1,492			1,735
LIFO reserves		(48	)		(43	)

Net inventories	$	1,444		$	1,692

	September 30, 2016		December 31, 2015

2014 and prior initiatives	$	102	$	143
2015 initiatives		11		25
2016 initiatives		6		—

Total	$	119	$	168

	Three months ended September 30, 2016			Nine months ended September 30, 2016

Cash charges:
2016 charges for 2015 and prior initiatives	$	44		$	72
2016 charges for 2016 initiatives		3			9
Reversal of reserves no longer required		—			(1	)
Gain on sale of land		(3	)		(3	)
Accelerated depreciation		1			8
Non-cash charges		—			2

Total 2016 Restructuring, Impairment and Plant Closing Costs	$	45		$	87

	Three months ended September 30, 2015		Nine months ended September 30, 2015

Cash charges:
2015 charges for 2014 and prior initiatives	$	11	$	87
2015 charges for 2015 initiatives		1		45
Pension related charges		—		3
Reversal of reserves no longer required		—		(1	)
Accelerated depreciation		2		77
Non-cash charges		—		10

Total 2015 Restructuring, Impairment and Plant Closing Costs	$	14	$	221

Facility	Committed Amount		Principal Outstanding		Unamortized Discounts and Debt Issuance Costs			Carrying Value		Interest Rate(3)

Revolving Facility(1)	$	650	$	—	$	—		$	—	USD LIBOR plus 3.00%	2021
2015 Extended Term Loan B		N/A		566		(3	)		563	USD LIBOR plus 3.00%	2019
2014 Term Loan B		N/A		1,179		(48	)		1,131	USD LIBOR plus 3.00%(2)	2021
2016 Term Loan B		N/A		547		(7	)		540	USD LIBOR plus 3.50%(2)	2023

Facility	Maturity	Maximum Funding Availability(1)	Amount Outstanding	Interest Rate(2)

U.S. A/R Program	March 2018	$250	$90(3)	Applicable rate plus 0.95%
EU A/R Program	March 2018	€225	€114	Applicable rate plus 1.10%
		(approximately $253)	(approximately $128)

Date of Redemption	Notes	Principal Amount of Notes Redeemed		Amount Paid (Excluding Accrued Interest)		Loss on Early Extinguishment of Debt

September 2015	2021 Senior Subordinated Notes	$	195	$	204	$	7
April 2015	2021 Senior Subordinated Notes		289		311		20
January 2015	2021 Senior Subordinated Notes		37		40		3

September 30, 2016

Notional Value		Effective Date	Maturity	Fixed Rate			Fair Value
$	50	December 2014	April 2017		2.5	%	$1 current liability
	50	January 2015	April 2017		2.5	%	1 current liability

	September 30, 2016						December 31, 2015

	Carrying Value			Estimated Fair Value			Carrying Value			Estimated Fair Value
Non-qualified employee benefit plan investments	$	25		$	25		$	26		$	26
Investments in equity securities		21			21			18			18
Cross-currency interest rate contracts		21			21			28			28
Interest rate contracts		(3	)		(3	)		(4	)		(4	)
Long-term debt (including current portion)		(4,556	)		(4,704	)		(4,795	)		(4,647	)