Washington, DC 20549






Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): October 31, 2017



Huntsman Corporation

(Exact name of registrant as specified in its charter)







(State or other jurisdiction




(IRS Employer

of incorporation)


File Number)


Identification No.)


10003 Woodloch Forest Drive



The Woodlands, Texas



(Address of principal executive offices)


(Zip Code)


Registrant’s telephone number, including area code:

(281) 719-6000


Not applicable

(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2. below):


o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company o


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.              o





Item 2.02. Results of Operations and Financial Condition.


As previously reported, on August 8, 2017, Huntsman Corporation (“Huntsman”), separated its Titanium Dioxide and Performance Additives business (the “P&A Business”) through an initial public offering of ordinary shares of Venator Materials PLC (“Venator”), formerly a wholly-owned subsidiary of Huntsman. Huntsman began to report the P&A Business as discontinued operations when it reported its third quarter 2017 operating results.


Furnished herewith as Exhibit 99.1 are Huntsman’s unaudited results of operations, an unaudited reconciliation of US GAAP to non-GAAP measures, unaudited selected balance sheet items, unaudited summarized statements of cash flows and unaudited free cash flow reporting the P&A Business as discontinued operations for the year ended December 31, 2016 and the first and second quarters of 2017.


The information furnished pursuant to this Item 2.02 shall in no way be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“the Exchange Act”), or otherwise subject to the liability of that section, except if Huntsman specifically incorporates it by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act.


Item 9.01. Financial Statements and Exhibits.


(d)     Exhibits.




Description of Exhibits






Select Historical Unaudited Financial Statements






Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.









Vice President, Investor Relations



Dated: October 31, 2017