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CORRESP
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January 7, 2022

    Philip M. Lister

    Executive Vice President and Chief

    Financial Officer

Via EDGAR Transmission

Office of Life Sciences

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Attn: Sasha Parikh and Kevin Vaughn

Re: Huntsman Corporation

  Form 10-K for the Fiscal Year Ended December 31, 2020

  Filed February 12, 2021

  File No. 001-32427

  Huntsman International LLC

  Form 10-K for the Fiscal Year Ended December 31, 2020

  Filed February 12, 2021

  File No. 333-85141

Ladies and Gentlemen:

On behalf of Huntsman Corporation and Huntsman
International LLC (collectively, the “Companies”), this letter is submitted in response to the letter, dated December 29,
2021, containing the comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange
Commission with respect to the Companies’ periodic filings referenced above. For your convenience, we have repeated the Staff’s
comments below in the order and following the numbering presented in the Staff’s letter of December 29, 2021, followed by
the Companies’ responses.

Huntsman Corporation Form 10-K for the Fiscal Year Ended
December 31, 2020

Item 7. Management’s Discussion and Analysis of financial
Condition and Results of Operations

Outlook, page 30

 1. Please address the following regarding your presentation of
                                            adjusted tax rate:

 · At
                                            the bottom of page 30, you present adjusted effective tax rate as 19% without presenting
                                            the actual effective rate or providing a reconciliation. Please revise accordingly to comply
                                            with Item 10(e).

 · You
                                            also disclose that your forecasted adjusted effective tax rate for 2021 is expected to be
                                            approximately 22% to 24%. We note your disclosure on page 35 that you are unable to
                                            provide accurate calculations or estimations of reconciling items. Tell us how you determined
                                            it was appropriate to present the forecasted adjusted effective tax rate without presenting
                                            the forecasted actual effective tax rate for the period in question. Further, tell us how
                                            you determined your presentation was appropriate if you are unable to provide accurate calculations
                                            or estimations of the reconciling items.

Companies’
Response:

We respectfully acknowledge the Staff’s
comment, and we will ensure that our future filings include the presentation of our effective tax rate when we present our adjusted effective
tax rate for historical periods.

We respectfully acknowledge the Staff’s
comment regarding the disclosure of our 2021 forecasted adjusted effective tax rate. Our forecasted adjusted effective tax rate is calculated
based on our forecasted effective tax rate and, as of the filing of our Form 10-K, the approximately 22% to 24% range of our forecasted
adjusted effective tax rate equaled the range of our forecasted effective tax rate. Our decision to disclose the forecasted adjusted
effective tax rate range of approximately 22% to 24% was based upon a recognition that we could not adequately forecast certain one-time
items and events that had not yet occurred as of the time of such disclosure that would impact our forecasted effective tax rate (“adjustments”),
such as:

 · business
                                            acquisition and integration expenses,

 · purchase
                                            accounting inventory adjustments,

 · merger
                                            costs,

 · certain
                                            legal and other settlements and related expenses,

 · gains
                                            on sale of businesses/assets, and

 · certain
                                            tax only items, including tax law changes not yet enacted

and, therefore, disclosing a forecasted effective tax rate could confuse
a reader, and lead such reader to understand that such items were contemplated for the upcoming year and that we had taken them into
account in a forecasted effective tax rate. This reinforces our belief that the forecasted adjusted effective tax rate is a meaningful
measure to improve comparability between periods through the exclusion of these items that management believes are not indicative of
the businesses’ operational profitability and may obscure underlying business results and trends.

In future filings, we will include an explanation
similar to the response above so that readers will more clearly understand that the disclosed forecasted adjusted effective tax rate,
in our view, represents the forecasted effective tax rate on our underlying business operations, but does not reflect any of the types
of adjustments that might occur in the upcoming year that could cause our effective tax rate to differ.

Notes to Consolidated Financial Statements

Note 27. Operating Segment Information, page F-61

 2. Your presentation of Total Segment Adjusted EBITDA does not
                                            comply with ASC 280-10-50-30(b) as the inclusion of ‘Corporate and other’
                                            does not represent the total of the reportable segments’ measure of profit or loss.
                                            As such, Total Segment Adjusted EBITDA would represent a non-GAAP measure which is specifically
                                            prohibited in your financial statement footnotes by Item 10(e)(1)(ii)(c) of Regulation
                                            S-K. Furthermore, the total of your reportable segments’ measure of profit or loss
                                            should be reconciled to consolidated net income/(loss) before income taxes. Accordingly,
                                            please revise your presentation of your reportable segments’ measure of profit or loss
                                            and the accompanying reconciliations as well as your discussion of Non-GAAP Financial Measures
                                            on page 34. This applies to your Form 10-Q for the quarter ended September 30,
                                            2021 and your press release furnished as exhibit 99.1 to your Form 8-K filed October 29,
                                            2021 as well.

Companies’
Response:

We respectfully acknowledge the Staff’s
comment regarding our presentation of Total Segment Adjusted EBITDA and the reconciliation of the total of our reportable segments’
measure of profit or loss to consolidated income before income taxes and discontinued operations. As requested and as reflected below,
we intend to revise our presentation of the total of our reportable segments’ measure of profit or loss and the accompanying reconciliations
in our Operating Segment Information footnote and will provide this revised footnote presentation in our Form 10-K filing for the
fiscal year ended December 31, 2021 along with this additional disclosure: “We have revised our prior years’ presentation
below to reconcile total reportable segments’ adjusted EBITDA to income from continuing operations before income taxes in addition
to net income, and removed “corporate and other costs, net” from the total reportable segments’ adjusted EBITDA and
included such amounts in the reconciliation to income from continuing operations before income taxes.”

    2

    Year ended
    December 31,

    2020
    2019
    2018

    Huntsman Corporation:

    Segment
    adjusted EBITDA(1):

    Polyurethanes
    $ 472
    $ 548
    $ 809

    Performance Products
      164
      168
      197

    Advanced Materials
      130
      201
      225

    Textile Effects
      42
      84
      101

    Total reportable segments’ adjusted EBITDA
      808
      1,001
      1,332

Reconciliation
                                            of total reportable segments’ adjusted EBITDA to income from continuing operations
                                            before income taxes:

    Interest expense, net—continuing operations
      (86 )
      (111 )
      (115 )

    Depreciation and amortization—continuing operations
      (283 )
      (270 )
      (255 )

    Corporate
    and other costs, net(2)
      (161 )
      (155 )
      (171 )

    Net income attributable to noncontrolling interests
      32
      36
      81

    Other adjustments:

    Business acquisition
    and integration expenses and purchase accounting inventory adjustments
      (31 )
      (5 )
      (9 )

    Merger costs
      —
      —
      (2 )

    Fair value adjustments to Venator investment
    and related loss on disposal
      (88 )
      (18 )
      (62 )

    Loss on early
    extinguishment of debt
      —
      (23 )
      (3 )

    Certain legal and other settlements
    and related expenses
      (5 )
      (6 )
      (1 )

    Gain (loss) on sale of businesses/assets
      280
      (21 )
      —

    Income from transition services arrangements
      7
      —
      —

    Certain nonrecurring information technology
    project implementation costs
      (6 )
      (4 )
      —

    Amortization of pension and postretirement
    actuarial losses
      (76 )
      (66 )
      (67 )

    Plant incident remediation costs
      (2 )
      (8 )
      —

    Restructuring,
    impairment and plant closing and transition (costs) credits
      (52 )
      41
      6

    Income from continuing operations before income taxes
      337
      391
      734

    Income tax (expense) benefit—continuing operations
      (46 )
      38
      (45 )

    Income (loss) from discontinued operations,
    net of tax
      775
      169
      (39 )

    Net income
    $ 1,066
    $ 598
    $ 650

    3

    Year ended
    December 31,

    2020
    2019
    2018

    Huntsman International:

    Segment
    adjusted EBITDA(1):

    Polyurethanes
    $ 472
    $ 548
    $ 809

    Performance Products
      164
      168
      197

    Advanced Materials
      130
      201
      225

    Textile Effects
      42
      84
      101

    Total reportable segments’ adjusted
    EBITDA
      808
      1,001
      1,332

Reconciliation
                                            of total reportable segments’ adjusted EBITDA to income from continuing operations
                                            before income taxes:

    Interest expense, net—continuing operations
      (88 )
      (126 )
      (136 )

    Depreciation and amortization—continuing operations
      (283 )
      (270 )
      (252 )

    Corporate
    and other costs, net(2)
      (155 )
      (150 )
      (167 )

    Net income attributable to noncontrolling interests
      32
      36
      81

    Other adjustments:

    Business acquisition
    and integration expenses and purchase accounting inventory adjustments
      (31 )
      (5 )
      (9 )

    Merger costs
      —
      —
      (2 )

    Fair value adjustments to Venator investment
    and related loss on disposal
      (88 )
      (18 )
      (62 )

    Loss on early extinguishment of debt
      —
      (23 )
      (3 )

    Certain legal and other settlements
    and related expenses
      (5 )
      (6 )
      (1 )

    Gain (loss) on sale of businesses/assets
      280
      (21 )
      —

    Income from transition services arrangements
      7
      —
      —

    Certain nonrecurring information technology
    project implementation costs
      (6 )
      (4 )
      —

    Amortization of pension and postretirement
    actuarial losses
      (79 )
      (70 )
      (71 )

    Plant incident remediation costs
      (2 )
      (8 )
      —

    Restructuring,
    impairment and plant closing and transition (costs) credits
      (52 )
      41
      6

    Income from continuing operations before income
    taxes
      338
      377
      716

    Income tax (expense) benefit—continuing operations
      (46 )
      41
      (41 )

    Income (loss)
    from discontinued operations, net of tax
      775
      169
      (39 )

    Net income
    $ 1,067
    $ 587
    $ 636

    (1)
    We use segment
    adjusted EBITDA as the measure of each segment’s profit or loss. We believe that segment adjusted EBITDA more accurately reflects
    what the chief operating decision maker uses to make decisions about resources to be allocated to the segments and assess
    their financial performance. Segment adjusted EBITDA is defined as net income of Huntsman Corporation or Huntsman International,
    as appropriate, before interest, income tax, depreciation and amortization, net income attributable to noncontrolling interests and
    certain Corporate and other items, as well as eliminating the following adjustments: (a) business acquisition and integration
    expenses and purchase accounting inventory adjustments; (b) merger costs; (c) fair value adjustments to Venator investment
    and related loss on disposal; (d) loss on early extinguishment of debt; (e) certain legal and other settlements and related
    expenses; (f) gain (loss) on sale of businesses/assets; (g) income from transition services arrangements related to the
    sale of our Chemical Intermediates Businesses to Indorama; (h) certain nonrecurring information technology project implementation
    costs; (i) amortization of pension and postretirement actuarial losses; (j) plant incident remediation costs; (k) restructuring,
    impairment, plant closing and transition (costs) credits; and (l) income (loss) from discontinued operations, net of tax.

    (2)
    Corporate and
    other costs, net includes unallocated corporate overhead, unallocated foreign exchange gains and losses, LIFO inventory valuation
    reserve adjustments, nonoperating income and expense and gains and losses on the disposition of corporate assets.

    4

We also intend to revise our presentation of the
total of our reportable segments’ adjusted EBITDA in our Segment Analysis within Management’s Discussion and Analysis of
Financial Condition and Results of Operations to conform to the changes made in Footnote 27, Operating Segment Information, and will
provide this revised presentation reflected below in our Form 10-K for the year ended December 31, 2021 and future Form 10-Q
filings as well as in our future earnings releases furnished as exhibits to our future Form 8-K filings.

    Percent

    Change

    Year ended
    December 31,
    Favorable

    (Dollars in millions)
    2020
    2019
    (Unfavorable)

    Huntsman Corporation

    Adjusted
    EBITDA(1)

    Polyurethanes
    $ 472
    $ 548
      (14 )%

    Performance Products
      164
      168
      (2 )%

    Advanced Materials
      130
      201
      (35 )%

    Textile Effects
      42
      84
      (50 )%

    Total reportable segments’ adjusted
    EBITDA
      808
      1,001
      (19 )%

    Corporate and other
      (161 )
      (155 )
      (4 )%

    Total adjusted EBITDA
    $ 647
    $ 846
      (24 )%

    Huntsman International

    Adjusted
    EBITDA(1)

    Polyurethanes
    $ 472
    $ 548
      (14 )%

    Performance Products
      164
      168
      (2 )%

    Advanced Materials
      130
      201
      (35 )%

    Textile Effects
      42
      84
      (50 )%

    Total reportable segments’ adjusted
    EBITDA
      808
      1,001
      (19 )%

    Corporate and other
      (155 )
      (150 )
      (3 )%

    Total adjusted EBITDA
    $ 653
    $ 851
      (23 )%

    NM—Not meaningfu