SecProbe.io

December 14, 2011

Via E-mail
Mr. Peter R. Huntsman Chief Executive Officer  500 Huntsman Way Huntsman Corporation Salt Lake City, Utah 84108
 RE: Huntsman Corporation
  Form 10-K for the Fiscal Year Ended Decem ber 31, 2010
  Filed February 17, 2011   File No. 1-32427
Dear Mr. Huntsman:

We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing the information you provide in response to these comments, we may
have additional comments.
 Form 10-K for the Fiscal Year Ended December 31, 2010

 Note 19 – Income Taxes, page F-69

1. You disclose on page F-73 that during 2010 you released valua tion allowances of
$20 million on certain net deferred tax assets, wh ich represents 63% of net income for the
2010 fiscal year.  Given the impact to your in come statement, in future filings please
provide a more robust discussion of the underl ying reasons for material changes in your
allowance account.  Refer to Section 501.04 of  the Financial Reporting Codification for
guidance.
 Note 31 – Selected Unaudited Quar terly Financial Data, page F-113

2. In future filings, please disclose herein any unusual accounting items that materially
impacted the results of any quarter. In this regard we note the aggregate $30 million

Mr. Huntsman
Huntsman Corporation December 14, 2011 Page 2

 Sasol-Huntsman error correction and cross cu rrency swap income recorded in the June
30, 2010 quarter which apparently comprised $.09 of the reported $.21 diluted EPS for
the quarter. See ASC 270-10-50 and It em 302(a)(3) of Regulation S-K.

Form 10-Q for the Fiscal Qu arter Ended September 30, 2011

 Management’s Discussion and Analysis of Financ ial condition and Results of Operations, page
70

3. It is not clear why your 2011 third quarter re ceivables increased by 9% relative to the
prior third quarter whereas your 2011 thir d quarter sales incr eased by 24% over your
2010 third quarter sales. Furthe r, it is not clear how much  the 2011 reclassification of
Chinese receivables referenced on page 14 im pacted your reported receivables and the
associated comparability with prior periods . Please explain to us why you made this
reclassification. Also, in future filings, please provide a disclosure in MD&A that enables
a reader to better understand the impact of  your accounting changes and the specific
reasons why your accounts and notes receivables account variance is not fully explainable by the corresponding change in the sales variance.  Please specifically
address any changes in your revenue rec ognition policies and/or  the aging of your
receivables portfolio. A more co mplete explanation of your receivables variances is also
necessitated by the dir ect material impact on your re ported operating cash flows and
liquidity. See Section 510.14 of the Financial Reporting Codification.

4. In future filings, please disclose in the Liqui dity section of MD&A the extent to which
any existing cross-default provisions can impact your compliance with your debt
covenants. See Section 501.13 of th e Financial Reporting Codification.
 Form 8-K filed August 5, 2010

5. We note your disclosure that “management uses Adjusted EBITDA to assess financial
performance in comparison to prior periods and to provide additional information regarding operational performance.” You cite the same basis for the manner in which you
calculate “Adjusted net income.” Your calcula tions appear to be very specific and are
generally modified each period to encompa ss non-recurring items occurring in current
periods. Consequently, there is a concern that readers may not fully understand why you
chose not to exclude the $15 million Saso l-Huntsman non-cash, non-recurring error
correction or the $15 million non-recurring reducti on to interest expense related to a cross
currency swap. It is not clear how your decision to include the error correction in your
non-GAAP financial measures is consistent w ith the expressed purpose of the measure,
particularly given that the e rror relates to periods dating ba ck to 1997. Further, it is not
clear how you determined that it was useful to exclude the loss on debt extinguishment
but not useful to exclude the non-recurring ga in on the debt-related swap. Your decision
to retain these two non-recurring gains in your calculations resulted in June 30, 2010,
quarterly Adjusted EBITDA and Adjusted net income measures that were approximately
13% and 30% higher than these same measures exclusive of these items. In the future,

Mr. Huntsman
Huntsman Corporation December 14, 2011 Page 3

 please provide a disclosure that reconcile s the expressed purposes of your non-GAAP
financial measures with any determination to retain material, non-recurring items. See
Section 100(b) of Regulation G. Corresponding changes should also be made in your
future forms 10-K given the adjusted ne t income measures included in MD&A.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.
  You may contact Tracey McKoy, Staff Accountant, at (202) 551- 3772 or, in her absence, Al
Pavot at (202) 551-3738 or, the undersigned Acc ounting Branch Chief at (202) 551-3355 if you
have questions regarding comments on the fina ncial statements and related matters.

Sincerely,
         / s /  T e r e n c e  O ’ B r i e n           T e r e n c e  O ’ B r i e n          A c c o u n t i n g  B r a n c h  C h i e f