UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 10-Q

(Mark One)
☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, ~~2022~~2023

OR

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

Securities registered pursuant to Section 12(b) of the Act:

Registrant	Title of each class	Trading Symbol	Name of each exchange on which registered
Huntsman Corporation	Common Stock, par value $0.01 per share	HUN	New York Stock Exchange
Huntsman International LLC	NONE	NONE	NONE

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.

Huntsman Corporation	Yes ☒	No ☐
Huntsman International LLC	Yes ☒	No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).

Huntsman Corporation	Yes ☒	No ☐
Huntsman International LLC	Yes ☒	No ☐

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

Huntsman Corporation	Large accelerated filer ☒	Accelerated filer ☐	Non-accelerated filer ☐	Smaller reporting company ☐	Emerging growth company ☐
Huntsman International LLC	Large accelerated filer ☐	Accelerated filer ☐	Non-accelerated filer ☒	Smaller reporting company ☐	Emerging Growth company ☐

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.

Huntsman Corporation		☐
Huntsman International LLC		☐

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

Huntsman Corporation	Yes ☐	No ☒
Huntsman International LLC	Yes ☐	No ☒

On July 20, ~~2022, 201,407,814~~2023, 177,895,240 shares of common stock of Huntsman Corporation were outstanding and 2,728 units of membership ~~interests~~interest of Huntsman International LLC were outstanding. There is no trading market for Huntsman International LLC’s units of membership ~~interests.~~interest. All of Huntsman International LLC’s units of membership ~~interests~~interest 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.

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HUNTSMAN CORPORATION AND SUBSIDIARIES

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTERLY PERIOD

ENDED June 30, ~~2022~~2023

TABLE OF CONTENTS

		Page
PART I	FINANCIAL INFORMATION	4
ITEM 1.	Condensed Consolidated Financial Statements (Unaudited)	4
	Huntsman Corporation and Subsidiaries:
	Unaudited Condensed Consolidated Balance Sheets	4
	Unaudited Condensed Consolidated Statements of Operations	5
	Unaudited Condensed Consolidated Statements of Comprehensive (Loss) Income	6
	Unaudited Condensed Consolidated Statements of Equity	7
	Unaudited Condensed Consolidated Statements of Cash Flows	8
	Huntsman International LLC and Subsidiaries:
	Unaudited Condensed Consolidated Balance Sheets	9
	Unaudited Condensed Consolidated Statements of Operations	10
	Unaudited Condensed Consolidated Statements of Comprehensive (Loss) Income	11
	Unaudited Condensed Consolidated Statements of Equity	12
	Unaudited Condensed Consolidated Statements of Cash Flows	13
	Huntsman Corporation and Subsidiaries and Huntsman International LLC and Subsidiaries:
	Notes to Unaudited Condensed Consolidated Financial Statements	14
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	34
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	5147
ITEM 4.	Controls and Procedures	5147
PART II	OTHER INFORMATION	5248
ITEM 1.	Legal Proceedings	5248
ITEM 1A.	Risk Factors	5248
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	5248
ITEM 6.	Exhibits	5349

Table of Contents

FORWARD-LOOKING STATEMENTS

Certain information set forth in this report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements other than historical factual information are forward-looking statements, including without limitation statements regarding: projections of revenue, expenses, profit, profit margins, tax rates, tax provisions, cash flows, pension and benefit obligations and funding requirements, our liquidity position or other projected financial measures; ~~projected impact of COVID-19 on our operations and future financial results; projected impact of the potential expansion of the Russia-Ukraine conflict on our operations and future financial results;~~ management’s plans and strategies for future operations, including statements relating to anticipated operating performance, cost reductions, restructuring activities, new product and service developments, competitive strengths or market position, acquisitions, divestitures, ~~business separations,~~ spin-offs or other distributions, strategic opportunities, securities offerings, stock repurchases, dividends and executive compensation; growth, declines and other trends in markets we sell into; new or modified laws, regulations and accounting pronouncements; outstanding claims, legal proceedings, tax audits and assessments and other contingent liabilities; foreign currency exchange rates and fluctuations in those rates; general economic and capital markets conditions; the timing of any of the foregoing; assumptions underlying any of the foregoing; and any other statements that address events or developments that we intend or believe will or may occur in the future. In some cases, forward-looking statements can be identified by terminology such as “believes,” “expects,” “may,” “will,” “should,” “anticipates” or “intends” or the negative of such terms or other comparable terminology, or by discussions of strategy. We may also make additional forward-looking statements from time to time. All such subsequent forward-looking statements, whether written or oral, by us or on our behalf, are also expressly qualified by these cautionary statements.

All forward-looking statements, including without limitation any projections derived from management’s examination of historical operating trends, are based upon our current expectations and various assumptions. Our expectations, beliefs and projections are expressed in good faith and we believe there is a reasonable basis for them, but there can be no assurance that management’s expectations, beliefs and projections will be achieved. All forward-looking statements apply only as of the date made. We undertake no obligation to publicly update or revise forward-looking statements whether because of new information, future events or otherwise, except as required by securities and other applicable law.

There are a number of risks and uncertainties that could cause our actual results to differ materially from the forward-looking statements contained in or contemplated by this report. Any forward-looking statements should be considered in light of the risks set forth in “Part II. Item 1A. Risk Factors” below and “Part I. Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2022.

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

HUNTSMAN CORPORATION AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(In Millions, Except Share and Per Share Amounts)

	*June 30,*			*December 31,*			*June 30,*			*December 31,*
	*2022*			*2021*			*2023*			*2022*
ASSETS
Current assets:
Cash and cash equivalents(a)	$	608		$	1,041		$	502		$	654
Accounts and notes receivable (net of allowance for doubtful accounts of $24 and $25, respectively), ($407 and $324 pledged as collateral, respectively)(a)		1,259			1,159
Accounts and notes receivable (net of allowance for doubtful accounts of $12 and $14, respectively), ($296 and $272 pledged as collateral, respectively)(a)								856			813
Accounts receivable from affiliates		29			27			5			21
Inventories(a)		1,401			1,201			1,012			995
Receivable associated with the Albemarle Settlement		0			333
Other current assets		140			167			145			190
Current assets held for sale								—			472
Total current assets		3,437			3,928			2,520			3,145
Property, plant and equipment, net(a)		2,486			2,576			2,354			2,377
Investment in unconsolidated affiliates		431			470			425			425
Intangible assets, net		448			469			406			425
Goodwill		648			650			643			641
Deferred income taxes		196			206			128			147
Operating lease right-of-use assets		407			403			365			374
Other noncurrent assets(a)		668			690			712			686
Total assets	$	8,721		$	9,392		$	7,553		$	8,220

LIABILITIES AND EQUITY
Current liabilities:
Accounts payable(a)	$	1,069		$	1,148		$	716		$	907
Accounts payable to affiliates		59			60			29			54
Accrued liabilities(a)		426			780			374			429
Current portion of debt(a)		13			12			11			66
Current operating lease liabilities(a)		55			51			46			51
Current liabilities held for sale								—			194
Total current liabilities		1,622			2,051			1,176			1,701
Long-term debt(a)		1,508			1,538			1,562			1,671
Deferred income taxes		220			161			243			250
Noncurrent operating lease liabilities(a)		370			370			333			336
Other noncurrent liabilities(a)		650			713			393			422
Total liabilities		4,370			4,833			3,707			4,380
Commitments and contingencies (Notes 15 and 16)
Commitments and contingencies (Notes 14 and 15)
Equity
Huntsman Corporation stockholders’ equity:
Common stock $0.01 par value, 1,200,000,000 shares authorized, 261,124,462 and 259,701,770 shares issued and 201,672,202 and 214,170,287 shares outstanding, respectively		3			3
Common stock $0.01 par value, 1,200,000,000 shares authorized, 261,886,116 and 261,148,217 shares issued and 177,110,274 and 183,634,464 shares outstanding, respectively								3			3
Additional paid-in capital		4,154			4,102			4,195			4,156
Treasury stock, 59,452,260 and 45,531,489 shares, respectively		(1,435	)		(934	)
Treasury stock, 84,775,842 and 77,513,753 shares, respectively								(2,136	)		(1,937	)
Unearned stock-based compensation		(41	)		(25	)		(53	)		(35	)
Retained earnings		2,778			2,435			2,781			2,705
Accumulated other comprehensive loss		(1,312	)		(1,203	)		(1,175	)		(1,268	)
Total Huntsman Corporation stockholders’ equity		4,147			4,378			3,615			3,624
Noncontrolling interests in subsidiaries		204			181			231			216
Total equity		4,351			4,559			3,846			3,840
Total liabilities and equity	$	8,721		$	9,392		$	7,553		$	8,220

(a)

At June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively, $6$27 and $1$5 of cash and cash equivalents, $5$7 and ~~$12~~$4 of accounts and notes receivable (net), ~~$70~~$57 and ~~$64~~$59 of inventories, ~~$158~~$150 and ~~$161~~$149 of property, plant and equipment (net), ~~$25~~$30 and ~~$23~~$29 of other noncurrent assets, ~~$127~~$85 and ~~$146~~$114 of accounts payable, $8$15 and ~~$13~~$12 of accrued liabilities, $9$10 and ~~$10~~$9 of current portion of debt, ~~$10 and $6~~$9 each of current operating lease liabilities, ~~$31~~$21 and ~~$35~~$26 of long-term debt, ~~$23~~$16 and ~~$20~~$19 of noncurrent operating lease liabilities and ~~$45~~$24 and ~~$46~~$25 of other noncurrent liabilities from consolidated variable interest entities are included in the respective balance sheet captions above. See “Note 6.5. Variable Interest Entities.” These assets can only be used to settle obligations of the variable interest entities, and creditors of these liabilities do not have recourse to our general credit.

See accompanying notes to condensed consolidated financial statements.

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HUNTSMAN CORPORATION AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In Millions, Except Per Share Amounts)

	*Three months*						*Six months*						*Three months*						*Six months*
	*ended*						*ended*						*ended*						*ended*
	*June 30,*						*June 30,*						*June 30,*						*June 30,*
	*2022*			*2021*			*2022*			*2021*			*2023*			*2022*			*2023*			*2022*
Revenues:
Trade sales, services and fees, net	$	2,303		$	1,974		$	4,632		$	3,776		$	1,561		$	2,111		$	3,134		$	4,243
Related party sales		59			50			119			85			35			59			68			119
Total revenues		2,362			2,024			4,751			3,861			1,596			2,170			3,202			4,362
Cost of goods sold		1,824			1,593			3,648			3,038			1,342			1,678			2,679			3,355
Gross profit		538			431			1,103			823			254			492			523			1,007
Operating expenses:
Selling, general and administrative		203			209			419			416			167			177			355			367
Research and development		36			37			74			75			29			32			59			66
Restructuring, impairment and plant closing costs		24			11			24			35			8			24			1			24
Gain on sale of India-based DIY business		0			(28	)		0			(28	)
Other operating income, net		(18	)		(7	)		(11	)		(10	)		—			(19	)		(3	)		(11	)
Total operating expenses		245			222			506			488			204			214			412			446
Operating income		293			209			597			335			50			278			111			561
Interest expense, net		(16	)		(18	)		(30	)		(37	)		(15	)		(16	)		(33	)		(30	)
Equity in income of investment in unconsolidated affiliates		19			46			34			84			28			19			40			34
Fair value adjustments to Venator investment, net		0			(6	)		(2	)		(25	)
Loss on early extinguishment of debt		0			(27	)		0			(27	)
Other income, net		13			9			14			16
Other (expense) income, net														(2	)		13			(2	)		11
Income from continuing operations before income taxes		309			213			613			346			61			294			116			576
Income tax expense		(67	)		(42	)		(132	)		(76	)		(28	)		(65	)		(39	)		(125	)
Income from continuing operations		242			171			481			270			33			229			77			451
Income from discontinued operations, net of tax		0			1			1			2
(Loss) income from discontinued operations, net of tax														(2	)		13			120			31
Net income		242			172			482			272			31			242			197			482
Net income attributable to noncontrolling interests		(14	)		(16	)		(31	)		(33	)		(12	)		(14	)		(25	)		(31	)
Net income attributable to Huntsman Corporation	$	228		$	156		$	451		$	239		$	19		$	228		$	172		$	451

Basic income per share:
Income from continuing operations attributable to Huntsman Corporation common stockholders	$	1.11		$	0.71		$	2.15		$	1.07		$	0.12		$	1.05		$	0.29		$	2.01
Income from discontinued operations attributable to Huntsman Corporation common stockholders, net of tax		0			0			0.01			0.01
(Loss) income from discontinued operations attributable to Huntsman Corporation common stockholders, net of tax														(0.01	)		0.06			0.66			0.15
Net income attributable to Huntsman Corporation common stockholders	$	1.11		$	0.71		$	2.16		$	1.08		$	0.11		$	1.11		$	0.95		$	2.16
Weighted average shares		205.2			220.9			209.0			220.6			179.2			205.2			180.9			209.0

Diluted income per share:
Income from continuing operations attributable to Huntsman Corporation common stockholders	$	1.10		$	0.70		$	2.13		$	1.06		$	0.12		$	1.04		$	0.28		$	1.99
Income from discontinued operations attributable to Huntsman Corporation common stockholders, net of tax		0			0			0.01			0.01
(Loss) income from discontinued operations attributable to Huntsman Corporation common stockholders, net of tax														(0.01	)		0.06			0.66			0.15
Net income attributable to Huntsman Corporation common stockholders	$	1.10		$	0.70		$	2.14		$	1.07		$	0.11		$	1.10		$	0.94		$	2.14
Weighted average shares		207.0			222.9			211.2			222.7			180.3			207.0			182.3			211.2

Amounts attributable to Huntsman Corporation:
Income from continuing operations	$	228		$	155		$	450		$	237		$	21		$	215		$	52		$	420
Income from discontinued operations, net of tax		0			1			1			2
(Loss) income from discontinued operations, net of tax														(2	)		13			120			31
Net income	$	228		$	156		$	451		$	239		$	19		$	228		$	172		$	451

See accompanying notes to condensed consolidated financial statements.

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HUNTSMAN CORPORATION AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(In Millions)

	*Three months*						*Six months*						*Three months*						*Six months*
	*ended*						*ended*						*ended*						*ended*
	*June 30,*						*June 30,*						*June 30,*						*June 30,*
	*2022*			*2021*			*2022*			*2021*			*2023*			*2022*			*2023*			*2022*
Net income	$	242		$	172		$	482		$	272		$	31		$	242		$	197		$	482
Other comprehensive (loss) income, net of tax:
Foreign currency translations adjustments		(114	)		26			(134	)		(6	)		(47	)		(114	)		7			(134	)
Pension and other postretirement benefits adjustments		9			16			18			35			6			9			80			18
Other, net		0			0			(1	)		0			1			—			—			(1	)
Other comprehensive (loss) income, net of tax		(105	)		42			(117	)		29			(40	)		(105	)		87			(117	)
Comprehensive income		137			214			365			301
Comprehensive (loss) income														(9	)		137			284			365
Comprehensive income attributable to noncontrolling interests		(7	)		(17	)		(23	)		(34	)		(4	)		(7	)		(19	)		(23	)
Comprehensive income attributable to Huntsman Corporation	$	130		$	197		$	342		$	267
Comprehensive (loss) income attributable to Huntsman Corporation													$	(13	)	$	130		$	265		$	342

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HUNTSMAN CORPORATION AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(In Millions, Except Share Amounts)

	*Huntsman Corporation Stockholders' Equity*																									*Huntsman Corporation Stockholders' Equity*
																	*Accumulated*																									*Accumulated*
	*Shares*					*Additional*					*Unearned*						*other*			*Noncontrolling*						*Shares*					*Additional*					*Unearned*						*other*			*Noncontrolling*
	*common*			*Common*		*paid-in*		*Treasury*			*stock-based*			*Retained*			*comprehensive*			*interests in*			*Total*			*common*			*Common*		*paid-in*		*Treasury*			*stock-based*			*Retained*			*comprehensive*			*interests in*			*Total*
	*stock*			*stock*		*capital*		*stock*			*compensation*			*earnings*			*loss*			*subsidiaries*			*equity*			*stock*			*stock*		*capital*		*stock*			*compensation*			*earnings*			*loss*			*subsidiaries*			*equity*
Balance, January 1, 2022		214,170,287		$	3	$	4,102	$	(934	)	$	(25	)	$	2,435		$	(1,203	)	$	181		$	4,559
Balance, January 1, 2023																											183,634,464		$	3	$	4,156	$	(1,937	)	$	(35	)	$	2,705		$	(1,268	)	$	216		$	3,840
Net income		—			0		0		0			0			223			0			17			240			—			—		—		—			—			153			—			13			166
Other comprehensive loss		—			0		0		0			0			0			(11	)		(1	)		(12	)
Other comprehensive income																											—			—		—		—			—			—			125			2			127
Issuance of nonvested stock awards		—			0		32		0			(32	)		0			0			0			0			—			—		32		—			(32	)		—			—			—			—
Vesting of stock awards		1,327,568			0		7		0			0			0			0			0			7			1,016,782			—		5		—			—			—			—			—			5
Recognition of stock-based compensation		—			0		1		0			8			0			0			0			9			—			—		1		—			9			—			—			—			10
Repurchase and cancellation of stock awards		(361,250	)		0		0		0			0			(13	)		0			0			(13	)		(301,231	)		—		—		—			—			(9	)		—			—			(9	)
Stock options exercised		387,899			0		10		0			0			(5	)		0			0			5			16,245			—		1		—			—			(1	)		—			—			—
Treasury stock repurchased		(5,549,348	)		0		0		(210	)		0			0			0			0			(210	)		(3,472,020	)		—		—		(101	)		—			—			—			—			(101	)
Dividends declared on common stock ($0.2125 per share)		—			0		0		0			0			(45	)		0			0			(45	)
Balance, March 31, 2022		209,975,156			3		4,152		(1,144	)		(49	)		2,595			(1,214	)		197			4,540
Distributions to noncontrolling interests																											—			—		—		—			—			—			—			(4	)		(4	)
Dividends declared on common stock ($0.2375 per share)																											—			—		—		—			—			(44	)		—			—			(44	)
Balance, March 31, 2023																											180,894,240			3		4,195		(2,038	)		(58	)		2,804			(1,143	)		227			3,990
Net income		—			0		0		0			0			228			0			14			242			—			—		—		—			—			19			—			12			31
Other comprehensive loss		—			0		0		0			0			0			(98	)		(7	)		(105	)		—			—		—		—			—			—			(32	)		(8	)		(40	)
Vesting of stock awards		4,045			0		0		0			0			0			0			0			0			6,616			—		—		—			—			—			—			—			—
Recognition of stock-based compensation		—			0		1		0			8			0			0			0			9			—			—		—		—			5			—			—			—			5
Repurchase and cancellation of stock awards		(2,416	)		0		0		0			0			(1	)		0			0			(1	)		(1,957	)		—		—		—			—			—			—			—			—
Stock options exercised		66,840			0		1		0			0			0			0			0			1			1,444			—		—		—			—			—			—			—			—
Treasury stock repurchased		(8,371,423	)		0		0		(291	)		0			0			0			0			(291	)		(3,790,069	)		—		—		(98	)		—			—			—			—			(98	)
Dividends declared on common stock ($0.2125 per share)		—			0		0		0			0			(44	)		0			0			(44	)
Balance, June 30, 2022		201,672,202		$	3	$	4,154	$	(1,435	)	$	(41	)	$	2,778		$	(1,312	)	$	204		$	4,351
Dividends declared on common stock ($0.2375 per share)																											—			—		—		—			—			(42	)		—			—			(42	)
Balance, June 30, 2023																											177,110,274		$	3	$	4,195	$	(2,136	)	$	(53	)	$	2,781		$	(1,175	)	$	231		$	3,846

	*Huntsman Corporation Stockholders' Equity*																									*Huntsman Corporation Stockholders' Equity*
																	*Accumulated*																									*Accumulated*
	*Shares*					*Additional*					*Unearned*						*other*			*Noncontrolling*						*Shares*					*Additional*					*Unearned*						*other*			*Noncontrolling*
	*common*			*Common*		*paid-in*		*Treasury*			*stock-based*			*Retained*			*comprehensive*			*interests in*			*Total*			*common*			*Common*		*paid-in*		*Treasury*			*stock-based*			*Retained*			*comprehensive*			*interests in*			*Total*
	*stock*			*stock*		*capital*		*stock*			*compensation*			*earnings*			*loss*			*subsidiaries*			*equity*			*stock*			*stock*		*capital*		*stock*			*compensation*			*earnings*			*loss*			*subsidiaries*			*equity*
Balance, January 1, 2021		220,046,262		$	3	$	4,048	$	(731	)	$	(19	)	$	1,564		$	(1,346	)	$	154		$	3,673
Balance, January 1, 2022																											214,170,287		$	3	$	4,102	$	(934	)	$	(25	)	$	2,435		$	(1,203	)	$	181		$	4,559
Net income		—			0		0		0			0			83			0			17			100			—			—		—		—			—			223			—			17			240
Other comprehensive loss		—			0		0		0			0			0			(13	)		0			(13	)		—			—		—		—			—			—			(11	)		(1	)		(12	)
Issuance of nonvested stock awards		—			0		25		0			(25	)		0			0			0			0			—			—		32		—			(32	)		—			—			—			—
Vesting of stock awards		664,818			0		5		0			0			0			0			0			5			1,327,568			—		7		—			—			—			—			—			7
Recognition of stock-based compensation		—			0		2		0			6			0			0			0			8			—			—		1		—			8			—			—			—			9
Repurchase and cancellation of stock awards		(202,961	)		0		0		0			0			(6	)		0			0			(6	)		(361,250	)		—		—		—			—			(13	)		—			—			(13	)
Stock options exercised		204,005			0		5		0			0			(2	)		0			0			3			387,899			—		10		—			—			(5	)		—			—			5
Dividends declared on common stock ($0.1625 per share)		—			0		0		0			0			(36	)		0			0			(36	)
Balance, March 31, 2021		220,712,124			3		4,085		(731	)		(38	)		1,603			(1,359	)		171			3,734
Treasury stock repurchased																											(5,549,348	)		—		—		(210	)		—			—			—			—			(210	)
Dividends declared on common stock ($0.2125 per share)																											—			—		—		—			—			(45	)		—			—			(45	)
Balance, March 31, 2022																											209,975,156			3		4,152		(1,144	)		(49	)		2,595			(1,214	)		197			4,540
Net income		—			0		0		0			0			156			0			16			172			—			—		—		—			—			228			—			14			242
Other comprehensive income		—			0		0		0			0			0			41			1			42
Other comprehensive loss																											—			—		—		—			—			—			(98	)		(7	)		(105	)
Vesting of stock awards		3,732			0		0		0			0			0			0			0			0			4,045			—		—		—			—			—			—			—			—
Recognition of stock-based compensation		—			0		2		0			4			0			0			0			6			—			—		1		—			8			—			—			—			9
Repurchase and cancellation of stock awards		(19,912	)		0		0		0			0			(1	)		0			0			(1	)		(2,416	)		—		—		—			—			(1	)		—			—			(1	)
Stock options exercised		263,962			0		6		0			0			(3	)		0			0			3			66,840			—		1		—			—			—			—			—			1
Dividends declared to noncontrolling interests		—			0		0		0			0			0			0			(30	)		(30	)
Dividends declared on common stock ($0.1875 per share)		—			0		0		0			0			(41	)		0			0			(41	)
Balance, June 30, 2021		220,959,906		$	3	$	4,093	$	(731	)	$	(34	)	$	1,714		$	(1,318	)	$	158		$	3,885
Treasury stock repurchased																											(8,371,423	)		—		—		(291	)		—			—			—			—			(291	)
Dividends declared on common stock ($0.2125 per share)																											—			—		—		—			—			(44	)		—			—			(44	)
Balance, June 30, 2022																											201,672,202		$	3	$	4,154	$	(1,435	)	$	(41	)	$	2,778		$	(1,312	)	$	204		$	4,351

See accompanying notes to condensed consolidated financial statements.

Table of Contents

HUNTSMAN CORPORATION AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Millions)

	*Six months*						*Six months*
	*ended*						*ended*
	*June 30,*						*June 30,*
	*2022*			*2021*			*2023*			*2022*
Operating Activities:
Net income	$	482		$	272		$	197		$	482
Less: Income from discontinued operations, net of tax		(1	)		(2	)		(120	)		(31	)
Income from continuing operations		481			270			77			451
Adjustments to reconcile income from continuing operations to net cash provided by (used in) operating activities from continuing operations:
Adjustments to reconcile income from continuing operations to net cash (used in) provided by operating activities from continuing operations:
Equity in income of investment in unconsolidated affiliates		(34	)		(84	)		(40	)		(34	)
Unrealized net losses on fair value adjustments to Venator investment		2			25
Cash received from return on investment in unconsolidated subsidiary		55			28			30			55
Depreciation and amortization		143			147			139			135
Noncash lease expense		33			33			34			31
Gain on disposal of businesses/assets		0			(28	)
Loss on early extinguishment of debt		0			27
Noncash restructuring and impairment charges		0			15
Deferred income taxes		55			2			(4	)		54
Stock-based compensation		21			16
Noncash stock-based compensation								15			20
Other, net		(8	)		(2	)		15			(7	)
Changes in operating assets and liabilities:
Accounts and notes receivable		(142	)		(214	)		—			(129	)
Inventories		(239	)		(332	)		(23	)		(200	)
Other current assets		357			12			31			355
Other noncurrent assets		(13	)		(77	)		(38	)		(13	)
Accounts payable		(9	)		173			(198	)		(33	)
Accrued liabilities		(336	)		(15	)		(74	)		(327	)
Other noncurrent liabilities		(50	)		(19	)		(46	)		(48	)
Net cash provided by (used in) operating activities from continuing operations		316			(23	)
Net cash used in operating activities from discontinued operations		0			(1	)
Net cash provided by (used in) operating activities		316			(24	)
Net cash (used in) provided by operating activities from continuing operations								(82	)		310
Net cash (used in) provided by operating activities from discontinued operations								(36	)		6
Net cash (used in) provided by operating activities								(118	)		316

Investing Activities:
Capital expenditures		(138	)		(174	)		(97	)		(129	)
Cash received from sale of business		0			43
Acquisition of business, net of cash acquired		0			(242	)
Cash received from sale of businesses, net								541			—
Insurance proceeds for recovery of property damage		5			3			—			5
Other, net		4			1			—			4
Net cash used in investing activities		(129	)		(369	)
Net cash provided by (used in) investing activities from continuing operations								444			(120	)
Net cash used in investing activities from discontinued operations								(4	)		(9	)
Net cash provided by (used in) investing activities								440			(129	)

Financing Activities:
Net borrowings on revolving loan facilities		0			8
Proceeds from issuance of long-term debt		0			400
Net repayments on revolving loan facilities								(164	)		—
Repayments of long-term debt		(6	)		(962	)		(6	)		(6	)
Debt issuance costs paid		0			(3	)
Dividends paid to noncontrolling interests		0			(30	)
Dividends paid to common stockholders		(91	)		(78	)		(87	)		(91	)
Distributions paid to noncontrolling interests								(4	)		—
Repurchase and cancellation of awards		(14	)		(7	)		(9	)		(14	)
Repurchase of common stock		(504	)		0			(194	)		(504	)
Proceeds from issuance of common stock		6			6			—			6
Costs of early extinguishment of debt		0			(26	)
Other, net		0			1
Net cash used in financing activities		(609	)		(691	)		(464	)		(609	)
Effect of exchange rate changes on cash		(11	)		1			(10	)		(11	)
Decrease in cash and cash equivalents		(433	)		(1,083	)		(152	)		(433	)
Cash and cash equivalents at beginning of period		1,041			1,593			654			1,041
Cash and cash equivalents at end of period	$	608		$	510		$	502		$	608

Supplemental cash flow information:
Cash paid for interest	$	33		$	47		$	34		$	33
Cash paid for income taxes		154			76			62			154

~~As of~~For both June 30, ~~2022~~2023 and ~~2021,~~2022, the amount of capital expenditures in accounts payable was $25 million and $59 million, respectively. For the six months ended June 30, 2021, the amount of cash paid for taxes in connection with the earnout provision achieved under the terms of the sales agreement of the India-based do-it-yourself (“DIY”) business was $3$22 million. ~~See “Note 4. Business Dispositions—Sale of India-Based Do-It-Yourself Consumer Adhesives Business.”~~

See accompanying notes to condensed consolidated financial statements.

Table of Contents

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(In Millions, Except Unit Amounts)

	*June 30,*			*December 31,*			*June 30,*			*December 31,*
	*2022*			*2021*			*2023*			*2022*
ASSETS
Current assets:
Cash and cash equivalents(a)	$	608		$	1,039		$	502		$	654
Accounts and notes receivable (net of allowance for doubtful accounts of $24 and $25, respectively), ($407 and $324 pledged as collateral, respectively)(a)		1,259			1,159
Accounts and notes receivable (net of allowance for doubtful accounts of $12 and $14, respectively), ($296 and $272 pledged as collateral, respectively)(a)								856			813
Accounts receivable from affiliates		787			269			5			21
Inventories(a)		1,401			1,201			1,012			995
Receivable associated with the Albemarle Settlement		0			333
Other current assets		140			165			145			196
Current assets held for sale								—			472
Total current assets		4,195			4,166			2,520			3,151
Property, plant and equipment, net(a)		2,486			2,576			2,354			2,377
Investment in unconsolidated affiliates		431			470			425			425
Intangible assets, net		448			469			406			425
Goodwill		648			650			643			641
Deferred income taxes		196			206			128			147
Operating lease right-of-use assets		407			403			365			374
Other noncurrent assets(a)		668			691			712			686
Total assets	$	9,479		$	9,631		$	7,553		$	8,226

LIABILITIES AND EQUITY
Current liabilities:
Accounts payable(a)	$	1,068		$	1,145		$	711		$	907
Accounts payable to affiliates		61			62			29			54
Accrued liabilities(a)		419			771			367			427
Current portion of debt(a)		13			12			11			66
Current operating lease liabilities(a)		55			51			46			51
Current liabilities held for sale								—			194
Total current liabilities		1,616			2,041			1,164			1,699
Long-term debt(a)		1,508			1,538			1,562			1,671
Deferred income taxes		222			163			247			254
Noncurrent operating lease liabilities(a)		370			370			333			336
Other noncurrent liabilities(a)		644			700			391			414
Total liabilities		4,360			4,812			3,697			4,374
Commitments and contingencies (Notes 15 and 16)
Commitments and contingencies (Notes 14 and 15)
Equity
Huntsman International LLC members’ equity:
Members’ equity, 2,728 units issued and outstanding		3,751			3,732			3,773			3,759
Retained earnings		2,461			2,093			1,012			1,130
Accumulated other comprehensive loss		(1,297	)		(1,187	)		(1,160	)		(1,253	)
Total Huntsman International LLC members’ equity		4,915			4,638			3,625			3,636
Noncontrolling interests in subsidiaries		204			181			231			216
Total equity		5,119			4,819			3,856			3,852
Total liabilities and equity	$	9,479		$	9,631		$	7,553		$	8,226

(a)

See accompanying notes to condensed consolidated financial statements.

Table of Contents

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In Millions)

	*Three months*						*Six months*						*Three months*						*Six months*
	*ended*						*ended*						*ended*						*ended*
	*June 30,*						*June 30,*						*June 30,*						*June 30,*
	*2022*			*2021*			*2022*			*2021*			*2023*			*2022*			*2023*			*2022*
Revenues:
Trade sales, services and fees, net	$	2,303		$	1,974		$	4,632		$	3,776		$	1,561		$	2,111		$	3,134		$	4,243
Related party sales		59			50			119			85			35			59			68			119
Total revenues		2,362			2,024			4,751			3,861			1,596			2,170			3,202			4,362
Cost of goods sold		1,824			1,593			3,648			3,038			1,342			1,678			2,679			3,355
Gross profit		538			431			1,103			823			254			492			523			1,007
Operating expenses:
Selling, general and administrative		201			207			414			411			167			175			353			362
Research and development		36			37			74			75			29			32			59			66
Restructuring, impairment and plant closing costs		24			11			24			35			8			24			1			24
Gain on sale of India-based DIY business		0			(28	)		0			(28	)
Other operating income, net		(18	)		(7	)		(11	)		(10	)		—			(19	)		(3	)		(11	)
Total operating expenses		243			220			501			483			204			212			410			441
Operating income		295			211			602			340			50			280			113			566
Interest expense, net		(16	)		(18	)		(30	)		(37	)		(15	)		(16	)		(33	)		(30	)
Equity in income of investment in unconsolidated affiliates		19			46			34			84			28			19			40			34
Fair value adjustments to Venator investment, net		0			(6	)		(2	)		(25	)
Loss on early extinguishment of debt		0			(27	)		0			(27	)
Other income, net		13			7			14			14
Other (expense) income, net														(2	)		13			(2	)		11
Income from continuing operations before income taxes		311			213			618			349			61			296			118			581
Income tax expense		(68	)		(41	)		(133	)		(76	)		(28	)		(66	)		(39	)		(126	)
Income from continuing operations		243			172			485			273			33			230			79			455
Income from discontinued operations, net of tax		0			1			1			2
(Loss) income from discontinued operations, net of tax														(2	)		13			120			31
Net income		243			173			486			275			31			243			199			486
Net income attributable to noncontrolling interests		(14	)		(16	)		(31	)		(33	)		(12	)		(14	)		(25	)		(31	)
Net income attributable to Huntsman International LLC	$	229		$	157		$	455		$	242		$	19		$	229		$	174		$	455

See accompanying notes to condensed consolidated financial statements.

Table of Contents

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(In Millions)

	*Three months*						*Six months*						*Three months*						*Six months*
	*ended*						*ended*						*ended*						*ended*
	*June 30,*						*June 30,*						*June 30,*						*June 30,*
	*2022*			*2021*			*2022*			*2021*			*2023*			*2022*			*2023*			*2022*
Net income	$	243		$	173		$	486		$	275		$	31		$	243		$	199		$	486
Other comprehensive (loss) income, net of tax:
Foreign currency translations adjustment		(115	)		25			(135	)		(6	)
Foreign currency translations adjustments														(47	)		(115	)		7			(135	)
Pension and other postretirement benefits adjustments		9			17			18			36			6			9			80			18
Other, net		0			0			(1	)		0			—			—			—			(1	)
Other comprehensive (loss) income, net of tax		(106	)		42			(118	)		30			(41	)		(106	)		87			(118	)
Comprehensive income		137			215			368			305
Comprehensive (loss) income														(10	)		137			286			368
Comprehensive income attributable to noncontrolling interests		(7	)		(17	)		(23	)		(34	)		(4	)		(7	)		(19	)		(23	)
Comprehensive income attributable to Huntsman International LLC	$	130		$	198		$	345		$	271
Comprehensive (loss) income attributable to Huntsman International LLC													$	(14	)	$	130		$	267		$	345

See accompanying notes to condensed consolidated financial statements.

Table of Contents

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(In Millions, Except Unit Amounts)

	*Huntsman International LLC Members*
	*Members'*							*Accumulated other*			*Noncontrolling*
	*equity*							*comprehensive*			*interests in*			*Total*
	*Units*		*Amount*		*Retained earnings*			*loss*			*subsidiaries*			*equity*
Balance, January 1, 2023		2,728	$	3,759	$	1,130		$	(1,253	)	$	216		$	3,852
Net income		—		—		155			—			13			168
Other comprehensive income		—		—		—			126			2			128
Dividends paid to parent		—		—		(43	)		—			—			(43	)
Contribution from parent		—		10		—			—			—			10
Distribution to parent		—		—		(109	)		—			—			(109	)
Distributions to noncontrolling interests		—		—		—			—			(4	)		(4	)
Balance, March 31, 2023		2,728		3,769		1,133			(1,127	)		227			4,002
Net income		—		—		19			—			12			31
Other comprehensive loss		—		—		—			(33	)		(8	)		(41	)
Dividends paid to parent		—		—		(45	)		—			—			(45	)
Contribution from parent		—		4		—			—			—			4
Distribution to parent		—		—		(95	)		—			—			(95	)
Balance, June 30, 2023		2,728	$	3,773	$	1,012		$	(1,160	)	$	231		$	3,856

Huntsman International LLC Members

Members'

Accumulated other

Noncontrolling

equity

comprehensive

interests in

Total

Units

Amount

Retained earnings

loss

subsidiaries

equity

Balance, January 1, 2022
2,728 $ 3,732 $ 2,093 $ (1,187 ) $ 181 $ 4,819
Net income
— 0 226 0 17 243
Dividends paid to parent
— 0 (45 ) 0 0 (45 )
Other comprehensive loss
— 0 0 (11 ) (1 ) (12 )
Contribution from parent
— 9 0 0 0 9
Balance, March 31, 2022
2,728 3,741 2,274 (1,198 ) 197 5,014
Net income
— 0 229 0 14 243
Dividends paid to parent
— 0 (42 ) 0 0 (42 )
Other comprehensive loss
— 0 0 (99 ) (7 ) (106 )
Contribution from parent
— 10 0 0 0 10
Balance, June 30, 2022
2,728 $ 3,751 $ 2,461 $ (1,297 ) $ 204 $ 5,119

	*Huntsman International LLC Members*																*Huntsman International LLC Members*
	*Members'*							*Accumulated other*			*Noncontrolling*						*Members'*							*Accumulated other*			*Noncontrolling*
	*equity*							*comprehensive*			*interests in*			*Total*			*equity*							*comprehensive*			*interests in*			*Total*
	*Units*		*Amount*		*Retained earnings*			*loss*			*subsidiaries*			*equity*			*Units*		*Amount*		*Retained earnings*			*loss*			*subsidiaries*			*equity*
Balance, January 1, 2021		2,728	$	3,701	$	1,203		$	(1,333	)	$	154		$	3,725
Balance, January 1, 2022																		2,728	$	3,732	$	2,093		$	(1,187	)	$	181		$	4,819
Net income		—		0		85			0			17			102			—		—		226			—			17			243
Other comprehensive loss																		—		—		—			(11	)		(1	)		(12	)
Dividends paid to parent		—		0		(36	)		0			0			(36	)		—		—		(45	)		—			—			(45	)
Contribution from parent																		—		9		—			—			—			9
Balance, March 31, 2022																		2,728		3,741		2,274			(1,198	)		197			5,014
Net income																		—		—		229			—			14			243
Other comprehensive loss		—		0		0			(12	)		0			(12	)		—		—		—			(99	)		(7	)		(106	)
Dividends paid to parent																		—		—		(42	)		—			—			(42	)
Contribution from parent		—		8		0			0			0			8			—		10		—			—			—			10
Balance, March 31, 2021		2,728		3,709		1,252			(1,345	)		171			3,787
Net income		—		0		157			0			16			173
Dividends paid to parent		—		0		(41	)		0			0			(41	)
Other comprehensive income		—		0		0			41			1			42
Contribution from parent		—		7		0			0			0			7
Dividends declared to noncontrolling interests		—		0		0			0			(30	)		(30	)
Balance, June 30, 2021		2,728	$	3,716	$	1,368		$	(1,304	)	$	158		$	3,938
Balance, June 30, 2022																		2,728	$	3,751	$	2,461		$	(1,297	)	$	204		$	5,119

See accompanying notes to condensed consolidated financial statements.

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HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Millions)

	*Six months*						*Six months*
	*ended*						*ended*
	*June 30,*						*June 30,*
	*2022*			*2021*			*2023*			*2022*
Operating Activities:
Net income	$	486		$	275		$	199		$	486
Less: Income from discontinued operations, net of tax		(1	)		(2	)		(120	)		(31	)
Income from continuing operations		485			273			79			455
Adjustments to reconcile income from continuing operations to net cash provided by (used in) operating activities from continuing operations:
Adjustments to reconcile income from continuing operations to net cash (used in) provided by operating activities from continuing operations:
Equity in income of investment in unconsolidated affiliates		(34	)		(84	)		(40	)		(34	)
Unrealized net losses on fair value adjustments to Venator investment		2			25
Cash received from return on investment in unconsolidated subsidiary		55			28			30			55
Depreciation and amortization		143			147			139			135
Noncash lease expense		33			33			34			31
Gain on disposal of businesses/assets		0			(28	)
Loss on early extinguishment of debt		0			27
Noncash restructuring and impairment charges		0			15
Deferred income taxes		56			1			(4	)		55
Noncash compensation		19			15
Noncash stock-based compensation								14			18
Other, net		(9	)		(4	)		14			(8	)
Changes in operating assets and liabilities:
Accounts and notes receivable		(142	)		(214	)		—			(129	)
Inventories		(239	)		(332	)		(23	)		(200	)
Other current assets		355			18			37			353
Other noncurrent assets		(13	)		(77	)		(38	)		(13	)
Accounts payable		(9	)		172			(197	)		(33	)
Accrued liabilities		(333	)		(21	)		(79	)		(324	)
Other noncurrent liabilities		(50	)		(17	)		(46	)		(48	)
Net cash provided by (used in) operating activities from continuing operations		319			(23	)
Net cash used in operating activities from discontinued operations		0			(1	)
Net cash provided by (used in) operating activities		319			(24	)
Net cash (used in) provided by operating activities from continuing operations								(80	)		313
Net cash (used in) provided by operating activities from discontinued operations								(36	)		6
Net cash (used in) provided by operating activities								(116	)		319

Investing Activities:
Capital expenditures		(138	)		(174	)		(97	)		(129	)
Cash received from sale of business		0			43
Acquisition of business, net of cash acquired		0			(242	)
Cash received from sale of businesses, net								541			—
Increase in receivable from affiliate		(516	)		(8	)		(204	)		(516	)
Insurance proceeds for recovery of property damage		5			3			—			5
Other, net		4			1			—			4
Net cash used in investing activities		(645	)		(377	)
Net cash provided by (used in) investing activities from continuing operations								240			(636	)
Net cash used in investing activities from discontinued operations								(4	)		(9	)
Net cash provided by (used in) investing activities								236			(645	)

Financing Activities:
Net borrowings on revolving loan facilities		0			8
Proceeds from issuance of long-term debt		0			400
Net repayments on revolving loan facilities								(164	)		—
Repayments of long-term debt		(6	)		(962	)		(6	)		(6	)
Debt issuance costs paid		0			(3	)
Dividends paid to noncontrolling interests		0			(30	)
Dividends paid to parent		(87	)		(77	)		(88	)		(87	)
Costs of early extinguishment of debt		0			(26	)
Distributions paid to noncontrolling interests								(4	)		—
Other, net		(1	)		0			—			(1	)
Net cash used in financing activities		(94	)		(690	)		(262	)		(94	)
Effect of exchange rate changes on cash		(11	)		1			(10	)		(11	)
Decrease in cash and cash equivalents		(431	)		(1,090	)		(152	)		(431	)
Cash and cash equivalents at beginning of period		1,039			1,591			654			1,039
Cash and cash equivalents at end of period	$	608		$	501		$	502		$	608

Supplemental cash flow information:
Cash paid for interest	$	33		$	47		$	34		$	33
Cash paid for income taxes		154			76			62			154

For both June 30, ~~2022~~2023 and ~~2021,~~2022, the amount of capital expenditures in accounts payable was $25 million and $59 million, respectively. For the six months ended June 30, 2021, the amount of cash paid for taxes in connection with the earnout provision achieved under the terms of the sales agreement of the India-based DIY business was $3$22 million. ~~See “Note 4. Business Dispositions—Sale of India-Based Do-It-Yourself Consumer Adhesives Business.”~~

See accompanying notes to condensed consolidated financial statements.

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HUNTSMAN CORPORATION AND SUBSIDIARIES

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. GENERAL

Certain Definitions

For convenience in this report, the terms “Company,” “Huntsman,” “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).

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.

Interim Financial Statements

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 (loss) income, ~~(loss),~~ 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, ~~2021~~2022 for our Company and Huntsman International.

Description of Businesses

We are a global manufacturer of ~~differentiated~~diversified organic chemical products. We operate in 4three segments: Polyurethanes, Performance Products and Advanced ~~Materials and Textile Effects.~~Materials. Our products comprise ~~a broad range of~~many different chemicals and formulations, which we market globally to a ~~diversified group~~wide range of ~~consumer~~consumers that consist primarily of industrial and ~~industrial customers.~~building product manufacturers. Our products are used in a ~~wide~~broad range of applications, including those in the adhesives, aerospace, automotive, coatings and construction, construction products, durable and non-durable consumer products, electronics, insulation, ~~medical,~~ packaging, ~~coatings and construction,~~ power generation ~~refining, synthetic fiber, textile chemicals~~ and ~~dyes industries.~~refining. Many of our products offer effects such as premium insulation in homes and buildings and the light weighting of airplanes and automobiles that help conserve energy. We are a leading global producer in many of our key product lines, including MDI, amines, maleic anhydride and epoxy-based polymer ~~formulations, textile chemicals and dyes.~~

formulations. 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.

Huntsman Corporation and Huntsman International Financial Statements

Except where otherwise indicated, these notes relate to the condensed consolidated financial statements for both our Company and Huntsman International. The differences between our condensed consolidated financial statements and Huntsman International’s condensed consolidated financial statements relate primarily to different capital structures and purchase accounting recorded at our Company for the ~~following:~~2003 step-acquisition of Huntsman International Holdings LLC, the former parent company of Huntsman International that was merged into Huntsman International in 2005.

●

~~purchase accounting recorded at our Company for the~~ ~~2003~~ ~~step-acquisition of Huntsman International Holdings LLC, the former parent company of Huntsman International that was merged into Huntsman International in~~ ~~2005;~~ ~~and~~

●

~~the different capital structures.~~

Principles of Consolidation

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.

~~Table~~Huntsman International declared and paid to us distributions in the form of ~~Contents~~

certain affiliate accounts receivable during 2023.

R~~ecent~~ eclD~~evelopments~~assfications

~~New Revolving Credit Facility~~

On ~~May 20, 2022,~~ ~~Huntsman International entered into a new $1.2 billion senior unsecured revolving credit facility (the~~ ~~“2022~~ ~~Revolving Credit Facility”). Borrowings will bear interest at the rates specified~~Certain amounts in the ~~credit agreement governing the~~ ~~2022~~ Revolving Credit Facility, which will vary based on the type of loan and Huntsman International’s debt ratings. Under the credit agreement, the interest rate margin and the commitment fee rates are also subject to adjustments based on the Company’s performance on specified sustainability target thresholds with respect to annual percentage reduction in operational greenhouse gas emissions intensity and annual percentage reduction in water consumption intensity. Unless previously terminated in accordance with its terms, the credit agreement will mature in ~~May 2027.~~ ~~Huntsman International~~ ~~may~~ ~~increase the~~ ~~2022~~ ~~Credit Revolving Facility commitments up to an additional $500 million, subject to the satisfaction of certain conditions. See “Note~~ 8. ~~Debt—Direct and Subsidiary Debt—Revolving Credit Facility.”~~

~~Praxair/Linde Litigation Award~~

On ~~April 29,~~ ~~2022,~~ ~~a New Orleans jury awarded us approximately $94 million in our long-running court battle against Praxair/Linde,~~ ~~one~~ of the industrial gas suppliers to our Geismar, Louisiana MDI manufacturing site. The case was filed after Praxair refused to properly maintain its own Geismar facility and then repeatedly failed to supply our requirements for industrial gas needed to manufacture MDI under long-term supply contracts that expired in ~~2013.~~ ~~After the court applies the appropriate amount of interest, we expect that total damages awarded to us will exceed $125 million. The award is subject to appeal, and as such, we have~~ ~~not~~ ~~yet recognized the award in our~~ condensed consolidated financial statements for prior periods have been recast to present the results of operations of our textile chemicals and dyes business (“Textile Effects Business”) as discontinued operations. For more information, see “Note 3. Discontinued Operations—Sale of Textile Effects Business.”

Use of Estimates

The preparation of financial statements in conformity with U.S. 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.

Recent Developments

Planned Separation of Shanghai Lianheng Isocyanate Co. Ltd. Joint Venture

On July 31, 2023, we jointly announced with BASF the planned separation of Shanghai Lianheng Isocyanate Co. Ltd. (“SLIC”), our manufacturing joint venture with BASF. Following the separation, we will operate an independent manufacturing facility at the site in Caojing, China. The separation is expected to become effective during the fourth quarter of 2023 and is subject to pending regulatory authority approvals, permits and other customary closing conditions.

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2. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

There ~~have been~~were no ~~recently issued~~ accounting pronouncements that we adopted during the six months ended June 30, ~~2022~~ 2023. Recently issued accounting pronouncements that become effective subsequent to June 30, 2023 either will not have a material impact on us or arenot applicable to us.

3. ~~BUSINESS COMBINATIONS~~DISCONTINUED OPERATIONS

ASaLE~~cquisition of~~ogf tEXTILE eFFECTS bUSINESS ~~aBRIEL~~ P~~erformance~~ P~~roducts~~

On ~~January 15, 2021,~~February 28, 2023, we completed the ~~acquisition~~sale of ~~Gabriel Performance Products,~~our Textile Effects Business to Archroma, a ~~North American specialty chemical manufacturer~~portfolio company of ~~specialty additives and epoxy curing agents~~SK Capital Partners (“Archroma”), for the coatings, adhesives, sealants and composite end-markets (the “Gabriel Acquisition”), from funds affiliated with Audax Private Equity in an all-cash transaction of approximately $251 million. Thea purchase price ~~was funded from available liquidity, and~~of $593 million, which includes estimated adjustments to the ~~acquired business has been integrated into our Advanced Materials segment. Transaction costs related~~purchase price for working capital plus the assumption of underfunded pension liabilities. The final purchase price is subject to ~~this acquisition were approximately $2~~customary post-closing adjustments. Upon the completion of the sale, we received net proceeds of $530 million, determined as the preliminary purchase price less $5 million for certain costs paid by Archroma on our behalf, $30 million of estimated net working capital adjustments and $28 million of cash that will be reimbursed to us as part of the final post-closing adjustments anticipated in ~~six~~2023. ~~months ended~~ ~~June 30, 2021~~ ~~and were recorded~~In connection with the sale, we recognized a pre-tax gain of $153 million in ~~other operating income, net in our condensed consolidated statements of operations.~~

We accounted for the Gabriel Acquisition using the acquisition method. As such, we analyzed the fair value of tangible and intangible assets acquired and liabilities assumed. The allocation of acquisition cost to the assets acquired and liabilities assumed is summarized as follows (dollars in millions):

Fair value of assets acquired and liabilities assumed:

Cash paid for the Gabriel Acquisition
$ 251

Cash
$ 9
Accounts receivable
13
Inventories
23
Property, plant and equipment
50
Intangible assets
96
Goodwill
87
Accounts payable
(7 )
Accrued liabilities
(3 )
Deferred income taxes
(17 )
Total fair value of net assets acquired
$ 251

~~The valuation was finalized during~~ the first quarter of ~~2022.~~2023. ~~Intangible~~Through the second quarter of 2023, we have paid cash taxes of approximately $21 million, and we expect to pay additional cash taxes of approximately $20 million. Certain amounts for prior periods have been recast to present the results of operations of our Textile Effects Business as discontinued operations.

The following table reconciles the carrying amounts of major classes of assets ~~acquired included in this allocation consist~~and liabilities of ~~trademarks, technology~~discontinued operations to total assets and ~~trade secrets, which~~liabilities of discontinued operations that are ~~being amortized over a period of 15 years. The goodwill recognized is attributable primarily to projected future profitable growth~~classified as held for sale in our ~~Advanced Materials specialty portfolio and synergies. We acquired approximately $94 million of goodwill that will be deductible for income tax purposes.~~condensed consolidated balance sheets (dollars in millions):

December 31,

2022

Carrying amounts of major classes of assets held for sale:

Accounts receivable
$ 133
Inventories
151
Other current assets
11
Property, plant and equipment, net
134
Deferred income taxes
13
Operating lease right-of-use assets
15
Other noncurrent assets
15
Total current assets held for sale(1)
$ 472
Carrying amounts of major classes of liabilities held for sale:

Accounts payable
$ 63
Accrued liabilities
47
Current operating lease liabilities
2
Noncurrent operating lease liabilities
17
Other noncurrent liabilities
65
Total current liabilities held for sale(1)
$ 194

(1)	Total assets and liabilities held for sale as of December 31, 2022 are classified as current because we completed the sale of our Textile Effects Business on February 28, 2023.

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PRO F~~ORMA~~ I~~NFORMATION FOR~~ A~~CQUISITION~~

~~If the Gabriel Acquisition were~~The following table reconciles major line items constituting pretax (loss) income of discontinued operations to ~~have occurred on~~ ~~January 1,~~ ~~2021~~~~, the following estimated pro forma revenues, net~~after-tax income ~~and net income attributable~~of discontinued operations, primarily related to ~~Huntsman Corporation and Huntsman International would have been reported (dollars in millions):~~

Six months

ended

June 30, 2021

Revenues
$ 3,865
Net income
260
Net income attributable to Huntsman Corporation
227

Six months

ended

June 30, 2021

Revenues
$ 3,865
Net income
263
Net income attributable to Huntsman International
230

4. ~~BUSINESS DISPOSITIONS ~~

S~~ALE OF~~ I~~NDIA~~-B~~ASED~~ DO-IT-Y~~OURSELF~~ C~~ONSUMER~~ A~~DHESIVES~~ B~~USINESS~~

On ~~November 3, 2020,~~ ~~we completed the sale of the India-based DIY business to Pidilite Industries Ltd. and received cash of approximately $257 million. In the~~ ~~second~~ ~~quarter of~~ ~~2021,~~ ~~we received the full payment of $28 million pursuant to an earnout provision based on the DIY business’s achievement, within~~ 18 ~~months, of certain sales revenue targets in line with its~~ ~~2019~~ ~~performance. As a result, we recognized an additional pretax gain of $28 million in the~~ ~~second~~ ~~quarter of~~ ~~2021,~~ ~~which was recorded in gain on sale of India-based DIY business~~our Textile Effects Business, as presented in our condensed consolidated statements of ~~operations.~~operations (dollars in millions):

S~~aLE~~of V~~enator~~ I~~nterEST~~

	*Three months*						*Six months*
	*ended*						*ended*
	*June 30,*						*June 30,*
	*2023*			*2022*			*2023*			*2022*
Major line items constituting pretax income of discontinued operations:
Trade sales, services and fees, net	$	—		$	192		$	88		$	389
Cost of goods sold		—			146			69			293
Gain on sale of our Textile Effects Business		—			—			153			—
Other expense items, net		1			31			36			58
(Loss) income from discontinued operations before income taxes		(1	)		15			136			38
Income tax expense		(1	)		(2	)		(16	)		(7	)
Net (loss) income attributable to discontinued operations	$	(2	)	$	13		$	120		$	31

On ~~December 23, 2020,~~ we completed the sale of approximately 42.4 million ordinary shares of Venator Materials PLC (“Venator”). Concurrent with the sale of ordinary shares, we entered into an option agreement, pursuant to which we granted an option to funds advised by SK Capital Partners, LP to purchase the remaining approximate 9.7 million ordinary shares we hold in Venator at $2.15 per share. We record this option at fair value with changes in fair value reported in earnings. We account for our remaining ownership interest in Venator as an investment in equity securities that are marked to fair value with changes in fair value reported in earnings. For the ~~three~~ ~~months ended~~ ~~June 30, 2022~~ ~~and~~ ~~2021~~~~, we recorded net losses of~~ ~~nil~~ ~~and $6 million, respectively, and for the~~ ~~six~~ ~~months ended~~ ~~June 30, 2022~~ ~~and~~ ~~2021,~~ we recorded net losses of $2 million and $25 million, respectively, to record our investment in Venator and related option at fair value. These net losses were recorded in “Fair value adjustments to Venator investment, net” in our condensed consolidated statements of operations.

5.4. INVENTORIES

We state our inventories at the lower of cost or market, with cost determined using average cost, last-in first-out (“LIFO”), and first-in first-out ~~and average cost~~ methods for different components of inventory. Inventories consisted of the following (dollars in millions):

	*June 30,*			*December 31,*			*June 30,*			*December 31,*
	*2022*			*2021*			*2023*			*2022*
Raw materials and supplies	$	343		$	282		$	234		$	241
Work in progress		70			52			43			40
Finished goods		1,034			909			776			758
Total		1,447			1,243			1,053			1,039
LIFO reserves		(46	)		(42	)		(41	)		(44	)
Net inventories	$	1,401		$	1,201		$	1,012		$	995

~~As of both~~For June 30, ~~2022~~2023 and December 31, ~~2021~~2022, approximately 7% and 8% of inventories were recorded using the LIFO cost ~~method.~~method, respectively.

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6.5. VARIABLE INTEREST ENTITIES

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:

●

Rubicon LLC is our 50%-owned joint venture with Lanxess that manufactures products for our Polyurethanes and Performance Products segments.

●

Arabian Amines Company (“AAC”) is our 50%-owned joint venture with Zamil group that manufactures products for our Performance Products segment.

During the six months ended June 30, ~~2022~~2023, there were no changes in our variable interest entities.

Creditors of ~~these~~our variable interest entities have no recourse to our general credit. See “Note 8.7. Debt—Direct and Subsidiary Debt.” As the primary beneficiary of these variable interest entities at June 30, ~~2022~~2023, the joint ventures’ assets, liabilities and results of operations are included in our condensed consolidated financial statements.

The following table summarizes the carrying amounts of our variable interest entities’ assets and liabilities included in our condensed consolidated balance sheet as of June 30, ~~2022~~2023 and our consolidated balance sheet as of December 31, ~~2021~~2022 (dollars in millions):

June 30,

December 31,

2022

2021

Current assets
$ 84 $ 81
Property, plant and equipment, net
158 161
Operating lease right-of-use assets
33 26
Other noncurrent assets
142 148
Deferred income taxes
21 21
Total assets
$ 438 $ 437
Current liabilities
$ 154 $ 176
Long-term debt
31 35
Noncurrent operating lease liabilities
23 20
Other noncurrent liabilities
45 46
Total liabilities
$ 253 $ 277

	*June 30,*		*December 31,*
	*2023*		*2022*
Current assets	$	91	$	73
Property, plant and equipment, net		150		149
Operating lease right-of-use assets		25		28
Other noncurrent assets		141		140
Deferred income taxes		13		13
Total assets	$	420	$	403
Current liabilities	$	119	$	144
Long-term debt		21		26
Noncurrent operating lease liabilities		16		19
Other noncurrent liabilities		24		25
Total liabilities	$	180	$	214

The revenues, income from continuing operations before income taxes and net cash provided by operating activities for our variable interest entities for the three and six months ended June 30, ~~2022~~2023 and ~~2021~~2022 are as follows (dollars in millions):

	*Three months*				*Six months*				*Three months*				*Six months*
	*ended*				*ended*				*ended*				*ended*
	*June 30,*				*June 30,*				*June 30,*				*June 30,*
	*2022*		*2021*		*2022*		*2021*		*2023*		*2022*		*2023*		*2022*
Revenues	$	0	$	0	$	0	$	0	$	—	$	—	$	—	$	—
Income from continuing operations before income taxes		8		7		13		7		15		8		30		13
Net cash provided by operating activities		27		4		35		8		23		27		48		35

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7.6. RESTRUCTURING, IMPAIRMENT AND PLANT CLOSING COSTS

As of June 30, ~~2022~~2023 and December 31, ~~2021~~2022, accrued restructuring costs by type of cost ~~and initiative~~ consisted of the following (dollars in millions):

Workforce reductions
Non-cancelable lease and contract termination costs
Other restructuring costs

Total

Accrued liabilities as of January 1, 2022
$ 28 $ 2 $ 1 $ 31
2022 charges for 2021 and prior initiatives
21 0 3 24
2022 payments for 2021 and prior initiatives
(8 ) 0 (4 ) (12 )
Accrued liabilities as of June 30, 2022
$ 41 $ 2 $ 0 $ 43

	*Workforce reductions*			*Other restructuring costs*			*Total*
Accrued liabilities as of January 1, 2023	$	76		$	—		$	76
(Credits) charges		(6	)		6			—
Payments		(31	)		(6	)		(37	)
Accrued liabilities as of June 30, 2023	$	39		$	—		$	39

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

Performance

Advanced

Textile

Corporate

Polyurethanes

Products

Materials

Effects

and Other

Total

Accrued liabilities as of January 1, 2022
$ 9 $ 1 $ 5 $ 5 $ 11 $ 31
2022 (credits) charges for 2021 and prior initiatives
7 0 0 0 17 24
2022 payments for 2021 and prior initiatives
(4 ) 0 (1 ) (2 ) (5 ) (12 )
Accrued liabilities as of June 30, 2022
$ 12 $ 1 $ 4 $ 3 $ 23 $ 43

Current portion of restructuring reserves
$ 12 $ 1 $ 4 $ 0 $ 15 $ 32
Long-term portion of restructuring reserves
0 0 0 3 8 11

				*Performance*			*Advanced*			*Corporate*
	*Polyurethanes*			*Products*			*Materials*			*and other*			*Total*
Accrued liabilities as of January 1, 2023	$	24		$	5		$	10		$	37		$	76
Charges (credits)		1			2			4			(7	)		—
Payments		(11	)		(2	)		(7	)		(17	)		(37	)
Accrued liabilities as of June 30, 2023	$	14		$	5		$	7		$	13		$	39

Current portion of restructuring reserves	$	13		$	5		$	6		$	13		$	37
Long-term portion of restructuring reserves		1			—			1			—			2

Details with respect to cash and noncash restructuring charges from continuing operations for the three and six months ended June 30, ~~2022~~2023 and ~~2021~~2022 are provided below (dollars in millions):

Three months

Six Months

ended

ended

June 30,

June 30,

2022

2021

2022

2021

Cash charges:

2022 charges for 2021 and prior initiatives
$ 24 $ 0 $ 24 $ 0
2021 charges for 2020 and prior initiatives
— 4 — 18
2021 charges for 2021 initiatives
0 0 0 2
Noncash charges:

Other noncash charges
0 7 0 15
Total restructuring, impairment and plant closing costs
$ 24 $ 11 $ 24 $ 35

	*Three months*				*Six Months*
	*ended*				*ended*
	*June 30,*				*June 30,*
	*2023*		*2022*		*2023*		*2022*
Cash charges	$	7	$	24	$	—	$	24
Noncash charges:
Other noncash charges		1		—		1		—
Total restructuring, impairment and plant closing costs	$	8	$	24	$	1	$	24

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Restructuring Activities

Beginning in the fourth quarter of 2022, we implemented a restructuring program to further realign our cost structure with additional restructuring in Europe. This program is associated with all of our segments and includes exiting and consolidating certain facilities, workforce relocation to lower cost locations and further personnel rationalization. During the first half of 2023, we evaluated current developments of this program and related anticipated cash costs, and we recorded a net restructuring credit of approximately $3 million for the six months ended June 30, 2023, primarily to adjust restructuring reserves that are no longer required for certain workforce reductions. We expect to record further restructuring expenses of approximately $12 million through the first half of 2024.

Beginning in the first quarter of 2021, our Corporate function implemented a restructuring program to optimize our global approach to leveraging shared services capabilities. During the second quarter of 2022, this program was further expanded to include additional geographies. ~~In connection with~~During the first half of 2023, we evaluated current developments of this ~~restructuring~~ program and related anticipated cash costs, and we recorded a net restructuring ~~expense~~credit of approximately ~~$17~~$5 million ~~and $15 million in~~for the six months ended June 30, ~~2022~~ 2023~~and~~, primarily to adjust restructuring reserves that are ~~2021,~~no ~~respectively,~~longer required for certain workforce reductions. During the six months ended June 30, 2022, we recorded approximately $17 million of net restructuring costs, primarily related to workforce reductions. We expect to record further restructuring expenses of approximately $5$2 million through the end of 2023.

Beginning in the third quarter of 2020, our Polyurethanes segment implemented a restructuring program to optimize its downstream footprint. During the second quarter of 2022, this optimization program was further expanded to include the entire Polyurethanes business. In connection with this restructuring program, we recorded net restructuring expense of approximately $7$5 million and $6$7 million in the six months ended June 30, ~~2022~~2023 and ~~2021,~~2022, respectively, primarily related to workforce reductions. We expect to record further restructuring expenses of approximately $9$1 million through the end of 2023.

Beginning in the second quarter of 2020, our Advanced Materials segment implemented restructuring programs in connection with the CVC Thermoset Specialties Acquisition, the alignment of the segment’s commercial organization and optimization of the segment’s manufacturing processes. ~~There were 0 significant~~In connection with these restructuring ~~costs incurred during both~~programs, we recorded net restructuring expense of approximately $3 million in the six months ended June 30, ~~2022~~2023, primarily related to a site closure. There were no significant restructuring costs incurred during the six ~~and~~months ended ~~2021.~~June 30, 2022. We expect to record further restructuring expenses of approximately $8$1 million through the end of 2023.

8.7. DEBT

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

	*June 30,*		*December 31,*		*June 30,*		*December 31,*
	*2022*		*2021*		*2023*		*2022*
Senior Credit Facilities:
Revolving facility	$	0	$	0	$	—	$	55
Amounts outstanding under A/R programs		0		0		55		166
Senior notes		1,451		1,473		1,465		1,455
Variable interest entities		40		45		31		35
Other		30		32		22		26
Total debt	$	1,521	$	1,550	$	1,573	$	1,737
Current portion of debt	$	13	$	12	$	11	$	66
Long-term portion of debt		1,508		1,538		1,562		1,671
Total debt	$	1,521	$	1,550	$	1,573	$	1,737

Direct and Subsidiary Debt

Substantially all of our 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 have third-party debt agreements that 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.

Debt Issuance Costs

We record debt issuance costs related to a debt liability on the balance sheets as a reduction to the face amount of that debt liability. As of June 30, ~~2022~~2023 and December 31, ~~2021~~2022, the amount of debt issuance costs directly reducing the debt liability was $9$7 million and ~~$10~~$8 million, respectively. We amortize debt issuance costs using either a straight line or effective interest method, depending on the debt agreement, and record them as interest expense.

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Revolving Credit Facility

On May 20, 2022, Huntsman International entered into ~~the~~a new $1.2 billion senior unsecured revolving credit facility (the “2022 Revolving Credit ~~Facility.~~Facility”). Borrowings will bear interest at the rates specified in the credit agreement governing the 2022 Revolving Credit Facility, which will vary based on the type of loan and Huntsman International’s debt ratings. Under the credit agreement, the interest rate margin and the commitment fee rates are also subject to adjustments based on the Company’s performance on specified sustainability target thresholds with respect to annual percentage reduction in operational greenhouse gas emissions intensity and annual percentage reduction in water consumption intensity. Unless previously terminated in accordance with its terms, the credit agreement will mature in May 2027. Huntsman International may increase the 2022 Revolving Credit Facility commitments up to an additional ~~$500~~$500 million, subject to the satisfaction of certain conditions. ~~In connection with entering into the~~

The following table presents certain amounts under our 2022 Revolving Credit Facility ~~Huntsman International terminated all commitments and repaid all obligations under its~~ ~~2018~~ ~~$1.2 billion senior unsecured credit facility.~~

Asas of June 30, ~~2022~~2023~~, our $1.2 billion senior unsecured revolving credit facility (“Revolving Credit Facility”) was as follows~~ (monetary amounts in millions):

Unamortized

discounts and

Committed

Principal

debt issuance

Carrying

Committed

Principal

debt issuance

Carrying

Facility

amount

outstanding

costs

value

Interest rate(2)

Maturity

amount

outstanding

costs

value

Interest rate(2)

Maturity

Revolving Credit Facility

1,200

(1)

Term SOFR plus 1.475%

May 2027

2022 Revolving Credit Facility

1,200

—

(1)

—

(1)

—

(1)

Term Secured Overnight Financing Rate (“SOFR”) plus 1.475%

May 2027

(1)	On June 30, ~~2022~~2023, we had an additional $3$13 million (U.S. dollar equivalents) of letters of credit and bank guarantees issued and outstanding under our2022 Revolving Credit Facility.

(2)	Interest rates on borrowings under the2022 Revolving Credit Facility vary based on the type of loan and Huntsman International’s debt ratings. The representative interest rate for U.S. dollar borrowings as of June 30, ~~2022~~2023 was 1.475% above ~~term~~Term SOFR.

A/R Programs

Our U.S. accounts receivable securitization program (“U.S. A/R ~~Programs”~~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.

On ~~July 1, 2021,~~ ~~we entered into amendments to our A/R Programs that, among other things, extended the respective scheduled termination dates of our A/R Programs from~~ ~~April 2022~~ to ~~July 2024.~~

Information regarding our A/R Programs as of June 30, ~~2022~~2023 was as follows (monetary amounts in millions):

Maximum funding

Amount

Maximum funding

Amount

Facility

Maturity

availability(1)

outstanding

Interest rate⁽²⁾

Maturity

availability(1)

outstanding

Interest rate(2)

U.S. A/R Program

July 2024

150

(3)

Applicable rate plus 0.90%

July 2024

150

—

(3)

Applicable rate plus 0.90%

EU A/R Program

July 2024

€

100

€

Applicable rate plus 1.30%

July 2024

€

100

€

Applicable rate plus 1.30%

(or approximately $105)

(or approximately $109)

(or approximately $55)

(1)

The amount of actual availability under our A/R Programs may be lower based on the level of eligible receivables sold, changes in the credit ratings of our customers, customer concentration levels and certain characteristics of the accounts receivable being transferred, as defined in the applicable agreements.

(2)

The applicable rate for our U.S. A/R Program is defined by the lender as USD LIBOR. The applicable rate for our EU A/R Program is either USD LIBOR, EURIBOR or SONIA (Sterling Overnight Interbank Average Rate). In anticipation of the transition away from USD LIBOR, the amendments we made in July 2021 to our A/R Programs incorporated replacement rates for the USD ~~LIBOR.~~LIBOR, which effective July 1, 2023 will be Term SOFR.

(3)	As of June 30, ~~2022~~2023, we had approximately $8$6 million (U.S. dollar equivalents) of letters of credit issued and outstanding under our U.S. A/R Program.

As of June 30, ~~2022~~2023 and December 31, ~~2021~~2022, ~~$407~~$296 million and ~~$324~~$272 million, respectively, of accounts receivable were pledged as collateral under our A/R Programs.

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Senior Notes

On ~~January 15, 2021,~~ ~~Huntsman International redeemed in full~~ ~~€445~~ ~~million (approximately $541 million) in aggregate principal amount of our 5.125%~~Our senior notes ~~due~~ ~~2021~~ (~~“2021~~ ~~Senior Notes”) at the redemption price equal to 100%~~consisted of the ~~principal amount of the notes, plus accrued and unpaid interest to, but~~ ~~not~~ ~~including, the redemption date. In connection with this redemption, we incurred an incremental cash tax liability of approximately $15 million~~following (monetary amounts in ~~the~~ ~~first~~ ~~quarter of~~ ~~2021~~ ~~related to foreign currency exchange gains.~~millions):

Unamortized

premiums,

discounts

and debt

Notes

Maturity

Interest rate

Amount outstanding

issuance costs

2025 Senior Notes

April 2025

4.25

€300 (€299 carrying value ($327))

2029 Senior Notes

February 2029

4.50

$750 ($741 carrying value)

2031 Senior Notes

June 2031

2.95

$400 ($397 carrying value)

~~May 26, 2021,~~ 20~~Huntsman International completed a $400 million offering~~

Table of ~~its 2.95% senior notes due~~ ~~2031~~ (~~“2031~~ ~~Senior Notes”). On~~ ~~June 23, 2021,~~ ~~Huntsman International applied the net proceeds from the offering, along with cash on hand, to redeem in full $400 million in aggregate principal amount of its 5.125% senior notes due~~ ~~2022~~ (~~“2022~~ Senior Notes”) and to pay accrued but unpaid interest of approximately $2 million. In addition, we paid redemption premiums and related fees and expenses of approximately $25 million and recognized a corresponding loss on early extinguishment of debt of $26 million in the ~~second~~ ~~quarter of~~ ~~2021.~~

Contents

Variable Interest Entity Debt

As of June 30, ~~2022~~2023, AAC, our consolidated 50%-owned joint venture, had ~~$40~~$31 million outstanding under its loan commitments and debt financing arrangements. As of June 30, ~~2022~~2023, we have $9$10 million classified as current debt and ~~$31~~$21 million as long-term debt on our condensed consolidated balance sheets. We do not guarantee these loan commitments, and AAC is not a guarantor of any of our other debt obligations.

Compliance with Covenants

We believe that we are in compliance with the covenants contained in the agreements governing our material debt instruments, including our 2022Revolving Credit Facility, our A/R Programs and our senior notes.

9.8. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

We are exposed to market risks, such as changes in interest rates, foreign exchange rates and commodity prices. From time to time, we enter into transactions, including transactions involving derivative instruments, to manage certain of these exposures. We also hedge our net investment in certain European operations.

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 June 30, ~~2022~~2023, we had approximately ~~$160~~$384 million in notional amount (in U.S. dollar equivalents) outstanding in forward foreign currency ~~contracts.~~contracts related to continuing operations.

From time to time, we may purchase interest rate swaps and/or other derivative instruments to reduce the impact of changes in interest rates on our floating-rate exposures. Under interest rate swaps, we agree with other parties to exchange, at specified intervals, the difference between fixed-rate and floating-rate interest amounts calculated by reference to an agreed notional principal amount.

We review our non-U.S. dollar denominated debt and derivative instruments to determine the appropriate amounts designated as hedges. As of June 30, ~~2022~~2023, we have designated approximately €~~155~~150 million (approximately ~~$163~~$164 million) of euro-denominated debt as a hedge of our net investment. For the six months ended June 30, ~~2022~~2023 and ~~2021,~~2022, the amounts recognized on the hedge of our net investment were gains of $6 million and losses of $10 ~~million and $4~~ million, respectively, and were recorded in other comprehensive (loss) income in our condensed consolidated statements of comprehensive (loss) income.

~~10.~~9. FAIR VALUE

The fair values of financial instruments were as follows (dollars in millions):

	*June 30, 2022*						*December 31, 2021*						*June 30, 2023*						*December 31, 2022*
	*Carrying*			*Estimated*			*Carrying*			*Estimated*			*Carrying*			*Estimated*			*Carrying*			*Estimated*
	*value*			*fair value*			*value*			*fair value*			*value*			*fair value*			*value*			*fair value*
Non-qualified employee benefit plan investments	$	16		$	16		$	25		$	25		$	15		$	15		$	15		$	15
Investment in Venator		20			20			25			25			—			—			5			5
Option agreement for remaining Venator shares		(5	)		(5	)		(7	)		(7	)
Long-term debt (including current portion)		(1,521	)		(1,427	)		(1,550	)		(1,698	)		(1,573	)		(1,437	)		(1,737	)		(1,578	)

The carrying amounts reported in the 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. ~~Our investment in Venator is marked to fair value, which is obtained through market observable pricing using prevailing market prices (Level~~ 1~~). Additionally, the estimated fair value of the option agreement related to the remaining ordinary shares we hold in Venator is based on a valuation technique using market observable inputs (Level~~ 2~~). See “Note~~ 4. ~~Business Dispositions—Sale of Venator Interest.”~~ The fair values of non-qualified employee benefit plan investments are obtained through market observable pricing using prevailing market prices (Level 1). The estimated fair values of our long-term debt are based on quoted market prices for the identical liability when traded in an active market (Level 1). Our investment in Venator is marked to fair value, which is obtained through market observable pricing using prevailing market prices (Level 1). The fair value estimates presented herein are based on pertinent information available to management as of June 30, ~~2022~~2023 and December 31, ~~2021~~2022. Although we are not aware of any factors that would significantly affect the estimated fair value amounts, such amounts have not been comprehensively revalued for purposes of these financial statements since June 30, ~~2022~~2023, and current estimates of fair value may differ significantly from the amounts presented herein.

During the six months ended June 30, ~~2022~~2023, we held 0no instruments measured at fair value on a recurring basis using significant unobservable inputs (Level 3), and there were 0no gains or losses (realized and unrealized) included in our earnings for instruments categorized as Level 3 within the fair value hierarchy.

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~~11.~~10. REVENUE RECOGNITION

The following tables disaggregate our revenue from continuing operations by major source for the three months ended June 30, ~~2022~~2023 and ~~2021~~2022 (dollars in millions):

			*Performance*		*Advanced*		*Textile*		*Corporate and*								*Performance*		*Advanced*		*Corporate and*
2022	*Polyurethanes*		*Products*		*Materials*		*Effects*		*eliminations*			*Total*
2023															*Polyurethanes*		*Products*		*Materials*		*eliminations*			*Total*
Primary geographic markets(1)
U.S. and Canada	$	571	$	223	$	110	$	14	$	(4	)	$	914		$	388	$	140	$	83	$	(2	)	$	609
Europe		348		117		123		33		(4	)		617			278		68		110		(5	)		451
Asia Pacific		332		120		74		114		(2	)		638			260		74		69		—			403
Rest of world		102		32		29		31		(1	)		193			86		25		22		—			133
	$	1,353	$	492	$	336	$	192	$	(11	)	$	2,362		$	1,012	$	307	$	284	$	(7	)	$	1,596

Major product groupings
MDI urethanes	$	1,353										$	1,353		$	1,012								$	1,012
Differentiated			$	492									492				$	307							307
Specialty					$	309							309						$	267					267
Non-specialty						27							27
Textile chemicals and dyes							$	192					192
Other																				17					17
Eliminations									$	(11	)		(11	)							$	(7	)		(7	)
	$	1,353	$	492	$	336	$	192	$	(11	)	$	2,362		$	1,012	$	307	$	284	$	(7	)	$	1,596

			Performance		Advanced		Textile		Corporate and								*Performance*		*Advanced*		*Corporate and*
2021	Polyurethanes		Products		Materials		Effects		eliminations			Total
2022															*Polyurethanes*		*Products*		*Materials*		*eliminations*			*Total*
Primary geographic markets(1)
U.S. and Canada	$	430	$	157	$	89	$	12	$	(6	)	$	682		$	571	$	223	$	110	$	(4	)	$	900
Europe		293		100		110		35		(2	)		536			348		117		123		(4	)		584
Asia Pacific		340		97		74		130		0			641			332		120		74		(2	)		524
Rest of world		92		17		26		30		0			165			102		32		29		(1	)		162
	$	1,155	$	371	$	299	$	207	$	(8	)	$	2,024		$	1,353	$	492	$	336	$	(11	)	$	2,170

Major product groupings
MDI urethanes	$	1,155										$	1,155		$	1,353								$	1,353
Differentiated			$	371									371				$	492							492
Specialty					$	274							274						$	309					309
Non-specialty						25							25
Textile chemicals and dyes							$	207					207
Other																				27					27
Eliminations									$	(8	)		(8	)							$	(11	)		(11	)
	$	1,155	$	371	$	299	$	207	$	(8	)	$	2,024		$	1,353	$	492	$	336	$	(11	)	$	2,170

(1)	Geographic information for revenues is based upon countries into which product is sold.

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The following tables disaggregate our revenue from continuing operations by major source for the six months ended June 30, ~~2022~~2023 and ~~2021~~2022 (dollars in millions):

			*Performance*		*Advanced*		*Textile*		*Corporate and*								*Performance*		*Advanced*		*Corporate and*
2022	*Polyurethanes*		*Products*		*Materials*		*Effects*		*eliminations*			*Total*
2023															*Polyurethanes*		*Products*		*Materials*		*eliminations*			*Total*
Primary geographic markets(1)
U.S. and Canada	$	1,131	$	428	$	216	$	29	$	(7	)	$	1,797		$	774	$	297	$	172	$	(5	)	$	1,238
Europe		703		237		251		65		(8	)		1,248			550		142		226		(9	)		909
Asia Pacific		692		244		145		233		(3	)		1,311			518		153		131		(1	)		801
Rest of world		213		63		59		62		(2	)		395			161		49		44		—			254
	$	2,739	$	972	$	671	$	389	$	(20	)	$	4,751		$	2,003	$	641	$	573	$	(15	)	$	3,202

Major product groupings
MDI urethanes	$	2,739										$	2,739		$	2,003								$	2,003
Differentiated			$	972									972				$	641							641
Specialty					$	615							615						$	535					535
Non-specialty						56							56
Textile chemicals and dyes							$	389					389
Other																				38					38
Eliminations									$	(20	)		(20	)							$	(15	)		(15	)
	$	2,739	$	972	$	671	$	389	$	(20	)	$	4,751		$	2,003	$	641	$	573	$	(15	)	$	3,202

			Performance		Advanced		Textile		Corporate and								*Performance*		*Advanced*		*Corporate and*
2021	Polyurethanes		Products		Materials		Effects		eliminations			Total
2022															*Polyurethanes*		*Products*		*Materials*		*eliminations*			*Total*
Primary geographic markets(1)
U.S. and Canada	$	801	$	277	$	172	$	25	$	(9	)	$	1,266		$	1,131	$	428	$	216	$	(7	)	$	1,768
Europe		572		177		209		66		(5	)		1,019			703		237		251		(8	)		1,183
Asia Pacific		676		188		145		249		0			1,258			692		244		145		(3	)		1,078
Rest of world		174		34		51		60		(1	)		318			213		63		59		(2	)		333
	$	2,223	$	676	$	577	$	400	$	(15	)	$	3,861		$	2,739	$	972	$	671	$	(20	)	$	4,362

Major product groupings
MDI urethanes	$	2,223										$	2,223		$	2,739								$	2,739
Differentiated			$	676									676				$	972							972
Specialty					$	519							519						$	615					615
Non-specialty						58							58
Textile chemicals and dyes							$	400					400
Other																				56					56
Eliminations									$	(15	)		(15	)							$	(20	)		(20	)
	$	2,223	$	676	$	577	$	400	$	(15	)	$	3,861		$	2,739	$	972	$	671	$	(20	)	$	4,362

(1)	Geographic information for revenues is based upon countries into which product is sold.

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~~12.~~11. EMPLOYEE BENEFIT PLANS

Components of the net periodic benefit cost (credit) ~~costs~~from continuing operations for the three and six months ended June 30, ~~2022~~2023 and ~~2021~~2022 were as follows (dollars in millions):

Huntsman Corporation

							*Other postretirement*												*Other postretirement*
	*Defined benefit plans*						*benefit plans*						*Defined benefit plans*						*benefit plans*
	*Three months*						*Three months*						*Three months*						*Three months*
	*ended*						*ended*						*ended*						*ended*
	*June 30,*						*June 30,*						*June 30,*						*June 30,*
	*2022*			*2021*			*2022*			*2021*			*2023*			*2022*			*2023*			*2022*
Service cost	$	12		$	14		$	0		$	0		$	7		$	12		$	—		$	—
Interest cost		15			12			1			1			23			15			1			1
Expected return on assets		(41	)		(42	)		0			0			(32	)		(38	)		—			—
Amortization of prior service benefit		(2	)		(1	)		(1	)		(1	)		(1	)		(1	)		(1	)		(1	)
Amortization of actuarial loss		14			23			0			0			8			11			—			—
Net periodic benefit (credit) cost	$	(2	)	$	6		$	0		$	0
Net periodic benefit cost (credit)													$	5		$	(1	)	$	—		$	—

							*Other postretirement*												*Other postretirement*
	*Defined benefit plans*						*benefit plans*						*Defined benefit plans*						*benefit plans*
	*Six months*						*Six months*						*Six months*						*Six months*
	*ended*						*ended*						*ended*						*ended*
	*June 30,*						*June 30,*						*June 30,*						*June 30,*
	*2022*			*2021*			*2022*			*2021*			*2023*			*2022*			*2023*			*2022*
Service cost	$	24		$	28		$	0		$	0		$	13		$	23		$	—		$	—
Interest cost		29			24			1			1			46			28			2			1
Expected return on assets		(83	)		(84	)		0			0			(63	)		(76	)		—			—
Amortization of prior service benefit		(3	)		(3	)		(2	)		(2	)		(2	)		(2	)		(2	)		(2	)
Amortization of actuarial loss		28			46			1			1			16			23			—			1
Settlement loss		0			3			0			0
Net periodic benefit (credit) cost	$	(5	)	$	14		$	0		$	0
Net periodic benefit cost (credit)													$	10		$	(4	)	$	—		$	—

Huntsman International

							*Other postretirement*												*Other postretirement*
	*Defined benefit plans*						*benefit plans*						*Defined benefit plans*						*benefit plans*
	*Three months*						*Three months*						*Three months*						*Three months*
	*ended*						*ended*						*ended*						*ended*
	*June 30,*						*June 30,*						*June 30,*						*June 30,*
	*2022*			*2021*			*2022*			*2021*			*2023*			*2022*			*2023*			*2022*
Service cost	$	12		$	14		$	0		$	0		$	7		$	12		$	—		$	—
Interest cost		15			12			1			1			23			15			1			1
Expected return on assets		(41	)		(42	)		0			0			(32	)		(38	)		—			—
Amortization of prior service benefit		(2	)		(1	)		(1	)		(1	)		(1	)		(1	)		(1	)		(1	)
Amortization of actuarial loss		14			23			0			0			8			11			—			—
Net periodic benefit (credit) cost	$	(2	)	$	6		$	0		$	0
Net periodic benefit cost (credit)													$	5		$	(1	)	$	—		$	—

							*Other postretirement*												*Other postretirement*
	*Defined benefit plans*						*benefit plans*						*Defined benefit plans*						*benefit plans*
	*Six months*						*Six months*						*Six months*						*Six months*
	*ended*						*ended*						*ended*						*ended*
	*June 30,*						*June 30,*						*June 30,*						*June 30,*
	*2022*			*2021*			*2022*			*2021*			*2023*			*2022*			*2023*			*2022*
Service cost	$	24		$	28		$	0		$	0		$	13		$	23		$	—		$	—
Interest cost		29			24			1			1			46			28			2			1
Expected return on assets		(83	)		(84	)		0			0			(63	)		(76	)		—			—
Amortization of prior service benefit		(3	)		(3	)		(2	)		(2	)		(2	)		(2	)		(2	)		(2	)
Amortization of actuarial loss		28			47			1			1			16			23			—			1
Settlement loss		0			3			0			0
Net periodic benefit (credit) cost	$	(5	)	$	15		$	0		$	0
Net periodic benefit cost (credit)													$	10		$	(4	)	$	—		$	—

During the six months ended June 30, ~~2022~~2023 and ~~2021~~2022, we made contributions to our pension and other postretirement benefit plans related to continuing operations of ~~$26~~$20 million and ~~$28~~$24 million, respectively. During the remainder of ~~2022~~2023, we expect to contribute an additional amount of approximately ~~$23~~$19 million to these plans.

Table of Contents

~~13.~~12. HUNTSMAN CORPORATION STOCKHOLDERS’ EQUITY

Share Repurchase Program

On October 26, 2021, our Board of Directors approved a ~~new~~ share repurchase program of $1 billion. ~~In conjunction with the inception of this plan, we retired our prior share repurchase program.~~ On March 25, 2022, our Board of Directors increased the authorization of our ~~existing~~ share repurchase program from $1 billion to $2 billion. The share repurchase program is supported by our free cash flow generation. Repurchases may be made in the open market, including through accelerated share repurchase programs, or in privately negotiated transactions, and repurchases may be commenced or suspended from time to time without prior notice. Shares of common stock acquired through the repurchase program are held in treasury at cost. During the six months ended June 30, ~~2022~~2023, we repurchased ~~13,920,771~~7,262,089 shares of our common stock for approximately ~~$501~~$199 million, ~~excluding~~including commissions, under this share repurchase program. From July 1, ~~2022~~2023 through July 20, ~~2022,~~2023, we repurchased an additional ~~1,265,692~~441,881 shares of our common stock for approximately ~~$36 million, excluding commissions.~~$12 million.

Dividends on Common Stock

During the ~~quarters~~three months ended June 30, ~~2022~~2023 and June 30, ~~2021~~2022, we declared ~~$44~~dividends of $42 million and ~~$41~~$44 million, respectively, or ~~$0.2125~~$0.2375 and ~~$0.1875~~$0.2125 per share, respectively, to common stockholders. During the ~~quarters~~three months ended March 31, 2023 and March 31, 2022, ~~and~~ ~~March 31, 2021,~~ we declared ~~$45~~dividends of $44 million and ~~$36~~$45 million, respectively, or ~~$0.2125~~$0.2375 and ~~$0.1625~~$0.2125 per share, respectively, to common stockholders.

~~14.~~13. ACCUMULATED OTHER COMPREHENSIVE LOSS

The components of other comprehensive (loss) income and changes in accumulated other comprehensive loss by component were as follows (dollars in millions):

Huntsman Corporation

Pension

Other

Foreign

and other

comprehensive

Amounts

Amounts

currency

postretirement

income of

attributable to

attributable to

translation

benefits

unconsolidated

noncontrolling

Huntsman

adjustments(a)

adjustments(b)

affiliates

Other, net

Total

interests

Corporation

Beginning balance, January 1, 2022
$ (420 ) $ (810 ) $ 8 $ 6 $ (1,216 ) $ 13 $ (1,203 )
Other comprehensive loss before reclassifications, gross
(134 ) 0 0 (1 ) (135 ) 8 (127 )
Tax expense
0 0 0 0 0 0 0
Amounts reclassified from accumulated other comprehensive loss, gross(c)
0 24 0 0 24 0 24
Tax expense
0 (6 ) 0 0 (6 ) 0 (6 )
Net current-period other comprehensive (loss) income
(134 ) 18 0 (1 ) (117 ) 8 (109 )
Ending balance, June 30, 2022
$ (554 ) $ (792 ) $ 8 $ 5 $ (1,333 ) $ 21 $ (1,312 )

				*Pension*			*Other*
	*Foreign*			*and other*			*comprehensive*							*Amounts*		*Amounts*
	*currency*			*postretirement*			*income of*							*attributable to*		*attributable to*
	*translation*			*benefits*			*unconsolidated*							*noncontrolling*		*Huntsman*
	*adjustments(a)*			*adjustments(b)*			*affiliates*		*Other, net*		*Total*			*interests*		*Corporation*
Beginning balance, January 1, 2023	$	(648	)	$	(652	)	$	2	$	5	$	(1,293	)	$	25	$	(1,268	)
Other comprehensive loss before reclassifications, gross		(20	)		(24	)		—		—		(44	)		6		(38	)
Tax impact		—			2			—		—		2			—		2
Amounts reclassified from accumulated other comprehensive loss, gross(c)		28			77			—		—		105			—		105
Tax impact		(1	)		25			—		—		24			—		24
Net current-period other comprehensive income		7			80			—		—		87			6		93
Ending balance, June 30, 2023	$	(641	)	$	(572	)	$	2	$	5	$	(1,206	)	$	31	$	(1,175	)

(a)	Amounts are net of tax of $56 million and $55 million as of June 30, 2023 and January 1,2023, respectively.

(b)	Amounts are net of tax of $58 million and $31 million as of June 30, 2023 and January 1,2023, respectively.

(c)	See table below for details about these reclassifications.

				*Pension*			*Other*
	*Foreign*			*and other*			*comprehensive*								*Amounts*		*Amounts*
	*currency*			*postretirement*			*income of*								*attributable to*		*attributable to*
	*translation*			*benefits*			*unconsolidated*								*noncontrolling*		*Huntsman*
	*adjustments(a)*			*adjustments(b)*			*affiliates*		*Other, net*			*Total*			*interests*		*Corporation*
Beginning balance, January 1, 2022	$	(420	)	$	(810	)	$	8	$	6		$	(1,216	)	$	13	$	(1,203	)
Other comprehensive loss before reclassifications, gross		(134	)		—			—		(1	)		(135	)		8		(127	)
Tax impact		—			—			—		—			—			—		—
Amounts reclassified from accumulated other comprehensive loss, gross(c)		—			24			—		—			24			—		24
Tax impact		—			(6	)		—		—			(6	)		—		(6	)
Net current-period other comprehensive (loss) income		(134	)		18			—		(1	)		(117	)		8		(109	)
Ending balance, June 30, 2022	$	(554	)	$	(792	)	$	8	$	5		$	(1,333	)	$	21	$	(1,312	)

(a)	Amounts are net of tax of $56 million as of both June 30, 2022 and January 1, 1,2022.

(b)	Amounts are net of tax of $75 million and $81 million as of June 30, 2022 and January 1, 2022, respectively.

(c)	See table below for details about these reclassifications.

Pension

Other

Foreign

and other

comprehensive

Amounts

Amounts

currency

postretirement

income of

attributable to

attributable to

translation

benefits

unconsolidated

noncontrolling

Huntsman

adjustments(a)

adjustments(b)

affiliates

Other, net

Total

interests

Corporation

Beginning balance, January 1, 2021
$ (328 ) $ (1,050 ) $ 8 $ 4 $ (1,366 ) $ 20 $ (1,346 )
Other comprehensive loss before reclassifications, gross
(6 ) 0 0 0 (6 ) (1 ) (7 )
Tax expense
0 0 0 0 0 0 0
Amounts reclassified from accumulated other comprehensive loss, gross(c)
0 45 0 0 45 0 45
Tax expense
0 (10 ) 0 0 (10 ) 0 (10 )
Net current-period other comprehensive (loss) income
(6 ) 35 0 0 29 (1 ) 28
Ending balance, June 30, 2021
$ (334 ) $ (1,015 ) $ 8 $ 4 $ (1,337 ) $ 19 $ (1,318 )

~~(a)~~

~~Amounts are net of tax of $56 million for both~~ ~~June 30, 2021~~ ~~and~~ ~~January 1,~~ ~~2021~~.

~~(b)~~

~~Amounts are net of tax of $143 million and $153 million as of~~ ~~June 30, 2021~~ ~~and~~ ~~January~~ 1,~~2021~~~~, respectively.~~

~~(c)~~

~~See table below for details about these reclassifications.~~

Table of Contents

	*Three Months Ended June 30,*								*Three Months Ended June 30,*
	*2022*			*2021*					*2023*			*2022*
	*Amounts reclassified*			*Amounts reclassified*				*Affected line item in*	*Amounts reclassified*			*Amounts reclassified*				*Affected line item in*
	*from accumulated*			*from accumulated*				*the statement*	*from accumulated*			*from accumulated*				*the statement*
Details about accumulated other	*other*			*other*				*where net income*	*other*			*other*				*where net income*
comprehensive loss components(a):	*comprehensive loss*			*comprehensive loss*				*is presented*	*comprehensive loss*			*comprehensive loss*				*is presented*
Amortization of pension and other postretirement benefits:
Prior service credit	$	(3	)	$	(2	)	(b)	Other income, net	$	(3	)	$	(3	)	(b)(c)	Other income, net
Actuarial loss		14			23		(b)(c)	Other income, net		8			14		(b)(c)	Other income, net
		11			21			Total before tax		5			11			Total before tax
		(2	)		(5	)		Income tax expense		1			(2	)		Income tax expense
Total reclassifications for the period	$	9		$	16			Net of tax	$	6		$	9			Net of tax

	*Six Months Ended June 30,*								*Six Months Ended June 30,*
	*2022*			*2021*					*2023*			*2022*
	*Amounts reclassified*			*Amounts reclassified*				*Affected line item in*	*Amounts reclassified*			*Amounts reclassified*				*Affected line item in*
	*from accumulated*			*from accumulated*				*the statement*	*from accumulated*			*from accumulated*				*the statement*
Details about accumulated other	*other*			*other*				*where net income*	*other*			*other*				*where net income*
comprehensive loss components(a):	*comprehensive loss*			*comprehensive loss*				*is presented*	*comprehensive loss*			*comprehensive loss*				*is presented*
Amortization of pension and other postretirement benefits:
Prior service credit	$	(5	)	$	(5	)	(b)	Other income, net	$	(5	)	$	(5	)	(b)(c)	Other income, net
Settlement loss		0			3		(b)	Other income, net
Actuarial loss		29			47		(b)(c)	Other income, net		16			29		(b)(c)	Other income, net
Curtailment gains										(1	)		—		(d)	Other income, net
Settlement losses										67			—		(d)	Other income, net
		24			45			Total before tax		77			24			Total before tax
		(6	)		(10	)		Income tax expense		25			(6	)		Income tax expense
Total reclassifications for the period	$	18		$	35			Net of tax	$	102		$	18			Net of tax

(a)	Pension and other postretirement benefits amounts in parentheses indicate credits on our condensed consolidated statements of operations.

(b)	These accumulated other comprehensive loss components are included in the computation of net periodic pension costs. See “Note ~~12.~~11. Employee Benefit Plans.”

(c)	Amounts include approximately nil and $1 million of actuarial losses and prior service credits related to discontinued operations for ~~both of~~ the three months ended June 30, ~~2022~~2023 and ~~2021~~2022., respectively. Amounts ~~contain approximately $2~~included $1 million and $3$2 million ~~of actuarial losses related to discontinued operations~~ for the six months ended June 30, ~~2022~~2023 and ~~2021~~2022, respectively.

(d)	In connection with the sale of our Textile Effects Business, we recognized $67 million of pension settlement losses and $1 million of pension curtailment gains for the six months ended June 30, 2023.

Huntsman International

Pension

Other

Foreign

and other

comprehensive

Amounts

Amounts

currency

postretirement

income of

attributable to

attributable to

translation

benefits

unconsolidated

noncontrolling

Huntsman

adjustments(a)

adjustments(b)

affiliates

Other, net

Total

interests

International

Beginning balance, January 1, 2022
$ (424 ) $ (786 ) $ 8 $ 2 $ (1,200 ) $ 13 $ (1,187 )
Other comprehensive loss before reclassifications, gross
(135 ) 0 0 (1 ) (136 ) 8 (128 )
Tax expense
0 0 0 0 0 0 0
Amounts reclassified from accumulated other comprehensive loss, gross(c)
0 24 0 0 24 0 24
Tax expense
0 (6 ) 0 0 (6 ) 0 (6 )
Net current-period other comprehensive (loss) income
(135 ) 18 0 (1 ) (118 ) 8 (110 )
Ending balance, June 30, 2022
$ (559 ) $ (768 ) $ 8 $ 1 $ (1,318 ) $ 21 $ (1,297 )

				*Pension*			*Other*
	*Foreign*			*and other*			*comprehensive*							*Amounts*		*Amounts*
	*currency*			*postretirement*			*income of*							*attributable to*		*attributable to*
	*translation*			*benefits*			*unconsolidated*							*noncontrolling*		*Huntsman*
	*adjustments(a)*			*adjustments(b)*			*affiliates*		*Other, net*		*Total*			*interests*		*International*
Beginning balance, January 1, 2023	$	(653	)	$	(628	)	$	2	$	1	$	(1,278	)	$	25	$	(1,253	)
Other comprehensive loss before reclassifications, gross		(20	)		(24	)		—		—		(44	)		6		(38	)
Tax impact		—			2			—		—		2			—		2
Amounts reclassified from accumulated other comprehensive loss, gross(c)		28			77			—		—		105			—		105
Tax impact		(1	)		25			—		—		24			—		24
Net current-period other comprehensive income		7			80			—		—		87			6		93
Ending balance, June 30, 2023	$	(646	)	$	(548	)	$	2	$	1	$	(1,191	)	$	31	$	(1,160	)

(a)	Amounts are net of tax of $43 million and $42 million as of June 30, 2023 and January 1,2023, respectively.

(b)	Amounts are net of tax of $82 million and $55 million as of June 30, 2023 and January 1,2023, respectively.

(c)	See table below for details about these reclassifications.

Table of Contents

				*Pension*			*Other*
	*Foreign*			*and other*			*comprehensive*								*Amounts*		*Amounts*
	*currency*			*postretirement*			*income of*								*attributable to*		*attributable to*
	*translation*			*benefits*			*unconsolidated*								*noncontrolling*		*Huntsman*
	*adjustments(a)*			*adjustments(b)*			*affiliates*		*Other, net*			*Total*			*interests*		*International*
Beginning balance, January 1, 2022	$	(424	)	$	(786	)	$	8	$	2		$	(1,200	)	$	13	$	(1,187	)
Other comprehensive loss before reclassifications, gross		(135	)		—			—		(1	)		(136	)		8		(128	)
Tax impact		—			—			—		—			—			—		—
Amounts reclassified from accumulated other comprehensive loss, gross(c)		—			24			—		—			24			—		24
Tax impact		—			(6	)		—		—			(6	)		—		(6	)
Net current-period other comprehensive (loss) income		(135	)		18			—		(1	)		(118	)		8		(110	)
Ending balance, June 30, 2022	$	(559	)	$	(768	)	$	8	$	1		$	(1,318	)	$	21	$	(1,297	)

(a)	Amounts are net of tax of $43 million for both June 30, 2022 and January 1, 2022.

(b)	Amounts are net of tax of $99 million and $105 million as of June 30, 2022 and January 1, 2022, respectively.

(c)	See table below for details about these reclassifications.

~~Table of Contents~~

Pension

Other

Foreign

and other

comprehensive

Amounts

Amounts

currency

postretirement

income of

attributable to

attributable to

translation

benefits

unconsolidated

noncontrolling

Huntsman

adjustments(a)

adjustments(b)

affiliates

Other, net

Total

interests

International

Beginning balance, January 1, 2021
$ (333 ) $ (1,028 ) $ 8 $ 0 $ (1,353 ) $ 20 $ (1,333 )
Other comprehensive loss before reclassifications, gross
(6 ) 0 0 0 (6 ) (1 ) (7 )
Tax expense
0 0 0 0 0 0 0 ��
Amounts reclassified from accumulated other comprehensive loss, gross(c)
0 46 0 0 46 0 46
Tax expense
0 (10 ) 0 0 (10 ) 0 (10 )
Net current-period other comprehensive (loss) income
(6 ) 36 0 0 30 (1 ) 29
Ending balance, June 30, 2021
$ (339 ) $ (992 ) $ 8 $ 0 $ (1,323 ) $ 19 $ (1,304 )

~~(a)~~

~~Amounts are net of tax of $43 million as of both~~ ~~June 30, 2021~~ ~~and~~ ~~January~~ 1,~~2021~~.

	*Three Months Ended June 30,*
	*2023*			*2022*
	*Amounts reclassified*			*Amounts reclassified*				*Affected line item in*
	*from accumulated*			*from accumulated*				*the statement*
Details about accumulated other	*other*			*other*				*where net income*
comprehensive loss components(a):	*comprehensive loss*			*comprehensive loss*				*is presented*
Amortization of pension and other postretirement benefits:
Prior service credit	$	(3	)	$	(3	)	(b)(c)	Other income, net
Actuarial loss		8			14		(b)(c)	Other income, net
		5			11			Total before tax
		1			(2	)		Income tax expense
Total reclassifications for the period	$	6		$	9			Net of tax

~~(b)~~

~~Amounts are net of tax of $168 million and $178 million as of~~ ~~June 30, 2021~~ ~~and~~ ~~January~~ 1,~~2021~~~~, respectively.~~

~~(c)~~

~~See table below for details about these reclassifications.~~

Three Months Ended June 30,

2022

2021

Amounts reclassified

Amounts reclassified

Affected line item in

from accumulated

from accumulated

the statement
Details about accumulated other

other

other

where net income
comprehensive loss components(a):

comprehensive loss

comprehensive loss

is presented
Amortization of pension and other postretirement benefits:

Prior service credit
$ (3 ) $ (2 )
(b)
Other income, net
Actuarial loss
14 23
(b)(c)
Other income, net
11 21
Total before tax
(2 ) (4 )
Income tax expense
Total reclassifications for the period
$ 9 $ 17
Net of tax

	*Six Months Ended June 30,*								*Six Months Ended June 30,*
	*2022*			*2021*					*2023*			*2022*
	*Amounts reclassified*			*Amounts reclassified*				*Affected line item in*	*Amounts reclassified*			*Amounts reclassified*				*Affected line item in*
	*from accumulated*			*from accumulated*				*the statement*	*from accumulated*			*from accumulated*				*the statement*
Details about accumulated other	*other*			*other*				*where net income*	*other*			*other*				*where net income*
comprehensive loss components(a):	*comprehensive loss*			*comprehensive loss*				*is presented*	*comprehensive loss*			*comprehensive loss*				*is presented*
Amortization of pension and other postretirement benefits:
Prior service credit	$	(5	)	$	(5	)	(b)	Other income, net	$	(5	)	$	(5	)	(b)(c)	Other income, net
Settlement loss		0			3		(b)	Other income, net
Actuarial loss		29			48		(b)(c)	Other income, net		16			29		(b)(c)	Other income, net
Curtailment gains										(1	)		—		(d)	Other income, net
Settlement losses										67			—		(d)	Other income, net
		24			46			Total before tax		77			24			Total before tax
		(6	)		(10	)		Income tax expense		25			(6	)		Income tax expense
Total reclassifications for the period	$	18		$	36			Net of tax	$	102		$	18			Net of tax

(a)	Pension and other postretirement benefits amounts in parentheses indicate credits on our condensed consolidated statements of operations.

(b)	These accumulated other comprehensive loss components are included in the computation of net periodic pension costs. See “Note ~~12.~~11. Employee Benefit Plans.”

(c)	Amounts include approximatelynil and $1 million of actuarial losses and prior service credits related to discontinued operations for ~~both of~~ the three months ended June 30, ~~2022~~2023 and ~~2021~~2022., respectively. Amounts ~~contain approximately $2~~included $1 million and $3$2 million ~~of actuarial losses related to discontinued operations~~ for the six months ended June 30, ~~2022~~2023 and ~~2021~~2022, respectively.

(d)	In connection with the sale of our Textile Effects Business, we recognized $67 million of pension settlement losses and $1 million of pension curtailment gains for the six months ended June 30, 2023.

Table of Contents

~~15.~~14. COMMITMENTS AND CONTINGENCIES

Legal Matters

On April 29, 2022, a New Orleans jury awarded us approximately $94 million in our long-running court battle against Praxair/Linde, one of the industrial gas suppliers to our Geismar, Louisiana MDI manufacturing site. The case was filed after Praxair refused to properly maintain its own Geismar facility and then repeatedly failed to supply our requirements for industrial gas needed to manufacture MDI under long-term supply contracts that expired in 2013. After adding mandatory pre-judgment and post-judgment interest to the award, we expect damages to exceed $125 million before deducting for taxes and legal fees. The award is subject to a pending appeal, and if affirmed, we expect to receive net proceeds of approximately $50 million to $60 million. We have not yet recognized the award in our condensed consolidated statements of operations and the timing of the resolution of this matter is unknown.

We are a party to various other proceedings instituted by private plaintiffs, governmental authorities and others arising under provisions of applicable laws, including various environmental, products liability and other laws. ~~Except as otherwise disclosed in this report, we~~We do not believe that the outcome of any of these matters will have a material effect on our financial condition, results of operations or liquidity.

~~16.~~15. ENVIRONMENTAL, HEALTH AND SAFETY MATTERS

~~EHS~~EHS Capital Expenditures

We may incur future costs for capital improvements and general compliance under environmental, health and safety (“EHS”) laws, including costs to acquire, maintain and repair pollution control equipment. For the six months ended June 30, ~~2022~~2023 and ~~2021~~2022, our capital expenditures from continuing operations for EHS matters totaled ~~$17~~$11 million and ~~$16~~$14 million, respectively. Because capital expenditures for these matters are subject to evolving regulatory requirements and depend, in part, on the timing, promulgation and enforcement of specific requirements, our capital expenditures for EHS matters have varied significantly from year to year and we cannot provide assurance that our recent expenditures are indicative of future amounts we may spend related to EHS and other applicable laws.

Environmental Reserves

We have accrued liabilities relating to anticipated environmental cleanup obligations, site reclamation and closure costs and known penalties. Liabilities are recorded when potential liabilities are either known or considered probable and can be reasonably estimated. Our liability estimates are calculated using present value techniques as appropriate and are based upon requirements placed upon us by regulators, available facts, existing technology and past experience. The environmental liabilities do not include amounts recorded as asset retirement obligations. We had accrued $4 million and $5 million for environmental liabilities ~~for both~~as of June 30, ~~2022~~2023 and December 31, ~~2021~~2022., respectively. Of these amounts, $1 million was classified as accrued liabilities in our condensed consolidated balance sheets ~~for~~as of both June 30, ~~2022~~2023 and December 31, ~~2021~~2022, and $3 million and $4 million ~~was~~were classified as other noncurrent liabilities in our condensed consolidated balance sheets ~~for both~~as of June 30, ~~2022~~2023 and December 31, ~~2021~~2022., respectively. In certain cases, our remediation liabilities may be payable over periods of up to 30 years. We may incur losses for environmental remediation in excess of the amounts accrued; however, we are not able to estimate the amount or range of such potential excess.

Environmental Matters

Under the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”) and similar state laws, a current or former owner or operator of real property in the U.S. may be liable for remediation costs regardless of whether the release or disposal of hazardous substances was in compliance with law at the time it occurred, and a current owner or operator may be liable regardless of whether it owned or operated the facility at the time of the release. Outside the U.S., analogous contaminated property laws ~~such as those in effect in France and Australia,~~ can hold past owners and/or operators liable for remediation at former facilities. Currently, there are approximately 9six former facilities or third-party sites in the U.S. for which we have been notified of potential claims against us for cleanup liabilities, including, but not limited to, sites listed under CERCLA. Based on current information and past experiences at other CERCLA sites, we do not expect these third-party claims to have a material impact on our condensed consolidated financial statements.

Under the Resource Conservation and Recovery Act (“RCRA”) in the U.S. and similar state laws, we may be required to remediate contamination originating from our ~~properties as~~properties. Similar laws exist in a ~~condition to our hazardous waste permit.~~number of non-U.S. locations in which we currently operate, or previously operated, manufacturing facilities. Some of our manufacturing sites have an extended history of industrial chemical manufacturing and use, including on-site waste disposal. We are aware of soil, groundwater or surface contamination from past operations at some of our sites, and we may find contamination at other sites in the future. For example, our Geismar, Louisiana facility is the subject of ongoing remediation requirements imposed under RCRA. ~~Similar laws exist in a number of locations in which we currently operate, or previously operated, manufacturing facilities, such as Australia, India, France, Hungary and Italy.~~

North Maybe Canyon Mine Remediation

The North Maybe Canyon Mine site is a CERCLA site and involves a former phosphorous mine near Soda Springs, Idaho, which is believed to have been operated by several companies, including a predecessor company to us. In 2004, the U.S. Forest Service notified us that we are a CERCLA potentially responsible party (“PRP”) for contamination originating from the site. In February 2010, we and Wells Cargo (another PRP) agreed to conduct a Remedial Investigation/Feasibility Study of a portion of the site and are currently engaged in that process. At this time, we are unable to reasonably estimate our potential liabilities at this site.

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~~17.~~16. STOCK-BASED COMPENSATION PLANS

As of June 30, ~~2022~~2023, we had approximately 65 million shares remaining under the stock-based compensation plans available for grant. Option awards have a maximum contractual term of 10 years and generally must have an exercise price at least equal to the market price of our common stock on the date the option award is granted. Outstanding stock-based awards generally vest annually over a three-year period or in total at the end of a three-year period. Certain performance share unit awards vest in total at the end of a two-year period.

The compensation cost from continuing operations under the stock-based compensation plans for our Company and Huntsman International were as follows (dollars in millions):

	*Three months*				*Six months*				*Three months*				*Six months*
	*ended*				*ended*				*ended*				*ended*
	*June 30,*				*June 30,*				*June 30,*				*June 30,*
	*2022*		*2021*		*2022*		*2021*		*2023*		*2022*		*2023*		*2022*
Huntsman Corporation compensation cost	$	10	$	7	$	21	$	16	$	6	$	10	$	15	$	20
Huntsman International compensation cost		10		7		19		15		6		10		14		18

The total income tax benefit recognized in the condensed consolidated statements of operations for us and Huntsman International for stock-based compensation arrangements was $7$2 million and $1$7 million for the six months ended June 30, ~~2022~~2023 and ~~2021~~2022, respectively.

Stock Options

The fair value of each stock option award is estimated on the date of grant using the Black-Scholes valuation model that uses the assumptions noted in the following table. Expected volatilities are based on the historical volatility of our common stock through the grant date. The expected term of options granted was estimated based on the contractual term of the instruments and employees’ expected exercise and post-vesting employment termination behavior. The risk-free rate for periods within the contractual life of the option was based on the U.S. Treasury yield curve in effect at the time of grant. The assumptions noted below represent the weighted average of the assumptions utilized for stock options granted during the periods.

Six months

ended

June 30,

2022(1) 2021
Dividend yield

NA
2.3 %
Expected volatility

NA
53.3 %
Risk-free interest rate

NA
0.7 %
Expected life of stock options granted during the period (in years)

NA
5.9

During each of the six months ended June 30, 2023 and 2022, no stock options were granted.

(1)	~~During the~~ ~~six~~ ~~months ended~~ ~~June 30, 2022~~~~, 0 stock options were granted.~~

A summary of stock option activity under the stock-based compensation plans as of June 30, ~~2022~~2023 and changes during the six months then ended is presented below:

Weighted

Weighted

average

average

remaining

Aggregate

exercise

contractual

intrinsic

Option awards

Shares

price

term

value

(in thousands)

(years)

(in millions)

Outstanding at January 1, 2022
4,054 $ 21.62
Granted
0 0
Exercised
(587 ) 19.59
Forfeited
(25 ) 25.58
Outstanding at June 30, 2022
3,442 21.94 5.2 $ 24
Exercisable at June 30, 2022
3,014 21.58 4.8 22

						*Weighted*
				*Weighted*		*average*
				*average*		*remaining*		*Aggregate*
				*exercise*		*contractual*		*intrinsic*
Option awards	*Shares*			*price*		*term*		*value*
	(in thousands)					(years)		(in millions)
Outstanding at January 1, 2023		3,413		$	21.93
Exercised		(54	)		21.70
Forfeited		(12	)		29.73
Outstanding at June 30, 2023		3,347			21.91		3.8	$	19
Exercisable at June 30, 2023		3,262			21.76		3.7		19

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As of June 30, ~~2022~~2023, there was approximately $3$1 million of total unrecognized compensation cost related to nonvested stock option arrangements granted under the stock-based compensation plans. That cost is expected to be recognized over a weighted-average period of approximately ~~1.2~~0.7 years.

The total intrinsic value of stock options exercised during the six months ended June 30, ~~2022~~2023 and ~~2021~~2022 was approximately ~~$12 million~~nil and $8$12 million, respectively. Cash received from stock options exercised during ~~both of~~ the six months ended June 30, ~~2022~~2023 and ~~2021~~2022 was approximately nil and $6 ~~million.~~million, respectively. The cash tax benefit from stock options exercised during ~~both of~~ the six months ended June 30, ~~2022~~2023 and ~~2021~~2022 was approximately nil and $2 ~~million.~~million, respectively.

Nonvested Shares

Nonvested shares granted under the stock-based compensation plans consist of restricted stock and performance share unit awards, which are accounted for as equity awards, and phantom stock, which is accounted for as a liability award because it can be settled in either stock or cash. The fair value of each restricted stock and phantom stock award is estimated to be the closing stock price of Huntsman’s stock on the date of grant.

We grant two types of performance share unit awards. For one type of performance share unit award, the performance criteria are total stockholder return of our common stock relative to the total stockholder return of a specified industry peer group for the three-year performance periods. The fair value of each performance share unit award is estimated using a Monte Carlo simulation model that uses various assumptions, including an expected volatility rate and a risk-free interest rate. For the six months ended June 30, ~~2022~~2023 and ~~2021~~2022, the weighted-average expected volatility rate was ~~43.5%~~37.6% and ~~44.8%~~43.5%, respectively, and the weighted average risk-free interest rate was ~~1.67%~~4.38% and ~~0.2%~~1.67%, respectively. For the performance share unit awards granted during the six months ended June 30, ~~2022~~2023 and ~~2021~~2022, the number of shares earned varies based upon the Company achieving certain performance criteria over a three-year performance period.

During the first quarter of 2022, we ~~began issuing~~granted a second type of performance share unit award, which also includes a market condition. The performance criteria are our corporate free cash flow achieved relative to targets set by management, modified for the total stockholder return of our common stock relative to the total stockholder return of a specified industry peer group for the two-year performance period. The fair value of each performance share unit award is estimated using a Monte Carlo simulation model that uses various assumptions, including an expected volatility rate and a risk-free interest rate. For the six months ended June 30, ~~2022~~2023, the weighted-average expected volatility rate was 37.9% and the weighted average risk-free interest rate was 1.43%. For the performance share unit awards granted during the six months ended June 30, 2022, the number of shares earned varies based upon the Company achieving certain performance criteria over a two-year performance period. No performance share unit awards of this type were granted during the six months ended June 30, 2023.

A summary of the status of our nonvested shares as of June 30, ~~2022~~2023 and changes during the six months then ended is presented below:

	*Equity awards*						*Liability awards*					*Equity awards*						*Liability awards*
					*Weighted*					*Weighted*						*Weighted*					*Weighted*
					*average*					*average*						*average*					*average*
					*grant-date*					*grant-date*						*grant-date*					*grant-date*
	*Shares*				*fair value*		*Shares*			*fair value*		*Shares*				*fair value*		*Shares*			*fair value*
	(in thousands)						(in thousands)					(in thousands)						(in thousands)
Nonvested at January 1, 2022		2,178			$	25.07		367		$	24.91
Nonvested at January 1, 2023													1,802			$	35.15		257		$	31.61
Granted		713		(1)		48.09		102			41.04		945				36.54		114			30.83
Vested		(1,046	)	⁽²⁾⁽³⁾		23.11		(188	)		24.00		(718	)	⁽¹⁾⁽²⁾		27.25		(165	)		29.51
Forfeited		(21	)			28.04		(9	)		27.03		(83	)			36.75		(13	)		33.93
Nonvested at June 30, 2022		1,824				35.15		272			31.52
Nonvested at June 30, 2023													1,946				38.67		193			32.78

(1)

This table reflects the target number of performance share unit awards granted during the period. Due to the terms of the awards and management’s current assessment of our free cash flow performance compared to the award thresholds, it is estimated that an additional 216,085 awards with a grant date fair value of $45.04 ~~may~~ ~~be issued when the awards vest in the~~ ~~first~~ ~~quarter of~~ ~~2024.~~

(2)

As of June 30, ~~2022~~2023, a total of ~~106,285~~115,685 restricted stock units were vested but not yet issued, of which ~~7,066~~9,400 vested during the six months ended June 30, ~~2022~~2023. These shares have not been reflected as vested shares in this table because, in accordance with the restricted stock unit agreements, shares of common stock are not issued for vested restricted stock units until termination of employment.

(32)

A total of ~~193,623~~264,624 performance share unit awards are reflected in the vested shares in this table, which represents the target number of performance share unit awards for this grant and were included in the balance at December 31, ~~2021~~2022. During the six months ended June 30, ~~2022~~2023, an additional ~~96,814~~132,314 performance share unit awards with a grant date fair value of ~~$29.68~~$22.85 were issued due to the target performance criteria being exceeded.

As of June 30, ~~2022~~2023, there was approximately ~~$54~~$45 million of total unrecognized compensation cost related to nonvested share compensation arrangements granted under the stock-based compensation plans. That cost is expected to be recognized over a weighted-average period of approximately ~~1.9~~2.1 years. The value of share awards that vested during the six months ended June 30, ~~2022~~2023 and ~~2021~~2022 was approximately ~~$32~~$28 million and ~~$18~~$32 million, respectively.

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~~18.~~17. INCOME TAXES

We use the asset and liability method of accounting for income taxes. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial and tax reporting purposes. We evaluate deferred tax assets to determine whether it is more likely than not that they will be realized. Valuation allowances are reviewed on an individual tax jurisdiction basis to analyze whether there is sufficient positive or negative evidence to support a change in judgment about the realizability of the related deferred tax assets. These conclusions require significant judgment. In evaluating the objective evidence that historical results provide, we consider the cyclicality of our businesses and cumulative income or losses during the applicable period. Cumulative losses incurred over the applicable period limits our ability to consider other subjective evidence such as our projections for the future. Changes in expected future income in applicable jurisdictions could affect the realization of deferred tax assets in those jurisdictions.

~~During the~~ ~~six~~ ~~months ended~~ ~~June 30, 2022~~ ~~and~~ ~~2021~~, there was 0 tax benefit or expense recognized in connection with the net losses of $2 million and $25 million, respectively, on fair value adjustments to our Venator investment and related option to sell our remaining Venator shares recorded as part of non-operating income from continuing operations. Through ~~December 31, 2021,~~ ~~we have recognized the portion of our Venator investment tax basis in excess of book that we ultimately expect to be able to utilize;~~ no ~~incremental tax benefit has been recognized on the year-to-date fair value losses incurred in~~ ~~2021~~ or ~~2022.~~ ~~As a significant, unusual and non-operating item, these amounts were treated discretely and excluded from the annual effective tax rate calculation for interim reporting.~~

Huntsman Corporation

We recorded income tax expense from continuing operations of ~~$132~~$39 million and ~~$76~~$125 million for the six months ended June 30, ~~2022~~2023 and ~~2021~~2022, respectively. Our tax expense is significantly affected by the mix of income and losses in the tax jurisdictions in which we operate, as impacted by the presence of valuation allowances in certain tax jurisdictions.

Huntsman International

Huntsman International recorded income tax expense from continuing operations of ~~$133~~$39 million and ~~$76~~$126 million for the six months ended June 30, ~~2022~~2023 and ~~2021~~2022, respectively. Our tax expense is significantly affected by the mix of income and losses in the tax jurisdictions in which we operate, as impacted by the presence of valuation allowances in certain tax jurisdictions.

~~19.~~18. EARNINGS PER SHARE

Basic income per share excludes dilution and is computed by dividing net income attributable to Huntsman Corporation by the weighted average number of shares outstanding during the period. Diluted income per share reflects all potential dilutive common shares outstanding during the period and is computed by dividing net income attributable to Huntsman Corporation by the weighted average number of shares outstanding during the period increased by the number of additional shares that would have been outstanding as potential dilutive securities.

Basic and diluted income per share is determined using the following information (in millions):

	*Three months*				*Six months*
	*ended*				*ended*
	*June 30,*				*June 30,*
	*2023*		*2022*		*2023*		*2022*
Numerator:
Income from continuing operations attributable to Huntsman Corporation	$	21	$	215	$	52	$	420
Net income attributable to Huntsman Corporation	$	19	$	228	$	172	$	451

Denominator:
Weighted average shares outstanding		179.2		205.2		180.9		209.0
Dilutive shares:
Stock-based awards		1.1		1.8		1.4		2.2
Total weighted average shares outstanding, including dilutive shares		180.3		207.0		182.3		211.2

Three months

Six months

ended

ended

June 30,

June 30,

2022

2021

2022

2021

Numerator:

Income from continuing operations attributable to Huntsman Corporation
$ 228 $ 155 $ 450 $ 237
Net income attributable to Huntsman Corporation
$ 228 $ 156 $ 451 $ 239

Denominator:

Weighted average shares outstanding
205.2 220.9 209.0 220.6
Dilutive shares:

Stock-based awards
1.8 2.0 2.2 2.1
Total weighted average shares outstanding, including dilutive shares
207.0 222.9 211.2 222.7

Additional stock-based awards of approximately ~~1.2~~1.8 million and ~~1.0~~1.2 million weighted average equivalent shares of stock were outstanding during the three months ended June 30, ~~2022~~2023 and ~~2021~~2022,, respectively, and approximately ~~1.0~~1.7 million and ~~1.4~~1.0 million weighted average equivalent shares of stock were outstanding during the six months ended June 30, ~~2022~~2023 and ~~2021~~2022, respectively. However, these stock-based awards were not included in the computation of diluted income per share for the respective periods mentioned above because the effect would be anti-dilutive.

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~~20.~~19. OPERATING SEGMENT INFORMATION

We derive our revenues, earnings and cash flows from the manufacture and sale of a wide variety of ~~differentiated and commodity~~diversified organic chemical products. We have 4three operating segments, which are also our reportable segments: Polyurethanes, Performance Products and Advanced ~~Materials and Textile Effects.~~Materials. We have organized our business and derived our operating segments around differences in product lines.

The major products of each reportable operating segment are as follows:

Segment		Products
Polyurethanes		MDI, polyols, TPU and other polyurethane-related products
Performance Products		Specialty amines, ethyleneamines, maleic anhydride and technology licenses
Advanced Materials		~~Specialty resin compounds; cross-linking, matting,~~Technologically-advanced epoxy, phenoxy, acrylic, polyurethane and acrylonitrile-butadiene-based polymer formulations; high performance thermoset resins, curing ~~and~~agents, toughening ~~agents; epoxy, acrylic and polyurethane-based formulations; specialty nitrile latex, alkyd resins~~agents, and carbon ~~nano materials~~nanotubes additives
~~Textile Effects~~		~~Textile chemicals and dyes~~

Sales between segments are generally recognized at external market prices and are eliminated in consolidation. We use adjusted EBITDA to measure the financial performance of our global business units and for reporting the results of our operating segments. This measure includes all operating items relating to the businesses. The adjusted EBITDA of operating segments excludes items that principally apply to our Company as a whole. The following schedule includes revenues and adjusted EBITDA for each of our reportable operating segments (dollars in millions). We have revised our prior year 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. Additionally, we have revised our prior year presentation of total reportable segments’ revenues, in which we removed intersegment eliminations from the total reportable segments’ revenues.

	Three months						Six months						*Three months*						*Six months*
	ended						ended						*ended*						*ended*
	June 30,						June 30,						*June 30,*						*June 30,*
	2022			2021			2022			2021			*2023*			*2022*			*2023*			*2022*
Revenues:
Polyurethanes	$	1,353		$	1,155		$	2,739		$	2,223		$	1,012		$	1,353		$	2,003		$	2,739
Performance Products		492			371			972			676			307			492			641			972
Advanced Materials		336			299			671			577			284			336			573			671
Textile Effects		192			207			389			400
Total reportable segments’ revenue		2,373			2,032			4,771			3,876
Total reportable segments’ revenues														1,603			2,181			3,217			4,382
Intersegment eliminations		(11	)		(8	)		(20	)		(15	)		(7	)		(11	)		(15	)		(20	)
Total	$	2,362		$	2,024		$	4,751		$	3,861		$	1,596		$	2,170		$	3,202		$	4,362

Huntsman Corporation:
Segment adjusted EBITDA(1):
Polyurethanes	$	229		$	208		$	453		$	415		$	88		$	229		$	154		$	453
Performance Products		152			88			298			151			55			152			126			298
Advanced Materials		67			58			134			102			51			67			99			134
Textile Effects		22			28			50			53
Total reportable segments’ adjusted EBITDA		470			382			935			721
Total reportable segments’ adjusted EBITDA														194			448			379			885

Reconciliation of total reportable segments’ adjusted EBITDA to income from continuing operations before income taxes:
Reconciliation of total reportable segments’ adjusted EBITDA to income from continuing operations before income taxes:
Interest expense, net—continuing operations		(16	)		(18	)		(30	)		(37	)		(15	)		(16	)		(33	)		(30	)
Depreciation and amortization—continuing operations		(72	)		(73	)		(143	)		(147	)		(70	)		(68	)		(139	)		(135	)
Corporate and other costs, net(2)		(38	)		(48	)		(88	)		(98	)		(38	)		(38	)		(87	)		(88	)
Net income attributable to noncontrolling interests		14			16			31			33			12			14			25			31
Other adjustments:
Business acquisition and integration expenses and purchase accounting inventory adjustments		(4	)		(5	)		(10	)		(14	)		(2	)		(4	)		(3	)		(10	)
Fair value adjustments to Venator investment, net		0			(6	)		(2	)		(25	)		(4	)		—			(5	)		(2	)
Loss on early extinguishment of debt		0			(27	)		0			(27	)
Certain legal and other settlements and related expenses		(2	)		(8	)		(14	)		(10	)		(1	)		(2	)		(2	)		(14	)
Costs associated with the Albemarle Settlement, net		(1	)		0			(2	)		0			—			(1	)		—			(2	)
(Loss) gain on sale of business/assets		(7	)		30			(11	)		30
Gain (loss) on sale of business/assets														1			(7	)		1			(11	)
Income from transition services arrangements		1			3			2			4			—			1			—			2
Certain nonrecurring information technology project implementation costs		(1	)		(3	)		(3	)		(4	)		(1	)		(1	)		(3	)		(3	)
Amortization of pension and postretirement actuarial losses		(13	)		(21	)		(27	)		(43	)		(7	)		(10	)		(15	)		(22	)
Plant incident remediation credits (costs)		5			3			5			(1	)
Plant incident remediation credits														—			5			—			5
Restructuring, impairment and plant closing and transition costs(3)		(27	)		(12	)		(30	)		(36	)		(8	)		(27	)		(2	)		(30	)
Income from continuing operations before income taxes		309			213			613			346			61			294			116			576

Income tax expense—continuing operations		(67	)		(42	)		(132	)		(76	)		(28	)		(65	)		(39	)		(125	)
Income from discontinued operations		0			1			1			2
(Loss) income from discontinued operations, net of tax														(2	)		13			120			31
Net income	$	242		$	172		$	482		$	272		$	31		$	242		$	197		$	482

Table of Contents

	*Three months*						*Six months*						*Three months*						*Six months*
	*ended*						*ended*						*ended*						*ended*
	*June 30,*						*June 30,*						*June 30,*						*June 30,*
	*2022*			*2021*			*2022*			*2021*			*2023*			*2022*			*2023*			*2022*
Huntsman International:
Segment adjusted EBITDA(1):
Polyurethanes	$	229		$	208		$	453		$	415		$	88		$	229		$	154		$	453
Performance Products		152			88			298			151			55			152			126			298
Advanced Materials		67			58			134			102			51			67			99			134
Textile Effects		22			28			50			53
Total reportable segments’ adjusted EBITDA		470			382			935			721			194			448			379			885

Reconciliation of total reportable segments’ adjusted EBITDA to income from continuing operations before income taxes:
Interest expense, net—continuing operations		(16	)		(18	)		(30	)		(37	)		(15	)		(16	)		(33	)		(30	)
Depreciation and amortization—continuing operations		(72	)		(74	)		(143	)		(147	)		(70	)		(68	)		(139	)		(135	)
Corporate and other costs, net(2)		(36	)		(46	)		(83	)		(93	)		(38	)		(36	)		(85	)		(83	)
Net income attributable to noncontrolling interests		14			16			31			33			12			14			25			31
Other adjustments:
Business acquisition and integration expenses and purchase accounting inventory adjustments		(4	)		(5	)		(10	)		(14	)		(2	)		(4	)		(3	)		(10	)
Fair value adjustments to Venator investment, net		0			(6	)		(2	)		(25	)		(4	)		—			(5	)		(2	)
Loss on early extinguishment of debt		0			(27	)		0			(27	)
Certain legal and other settlements and related expenses		(2	)		(8	)		(14	)		(10	)		(1	)		(2	)		(2	)		(14	)
Costs associated with the Albemarle Settlement, net		(1	)		0			(2	)		0			—			(1	)		—			(2	)
(Loss) gain on sale of business/assets		(7	)		30			(11	)		30
Gain (loss) on sale of business/assets														1			(7	)		1			(11	)
Income from transition services arrangements		1			3			2			4			—			1			—			2
Certain nonrecurring information technology project implementation costs		(1	)		(3	)		(3	)		(4	)		(1	)		(1	)		(3	)		(3	)
Amortization of pension and postretirement actuarial losses		(13	)		(22	)		(27	)		(45	)		(7	)		(10	)		(15	)		(22	)
Plant incident remediation credits (costs)		5			3			5			(1	)
Plant incident remediation credits														—			5			—			5
Restructuring, impairment and plant closing and transition costs(3)		(27	)		(12	)		(30	)		(36	)		(8	)		(27	)		(2	)		(30	)
Income from continuing operations before income taxes		311			213			618			349			61			296			118			581

Income tax expense—continuing operations		(68	)		(41	)		(133	)		(76	)		(28	)		(66	)		(39	)		(126	)
Income from discontinued operations		0			1			1			2
(Loss) income from discontinued operations, net of tax														(2	)		13			120			31
Net income	$	243		$	173		$	486		$	275		$	31		$	243		$	199		$	486

(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, ~~and income from discontinued operations,~~ as well as eliminating the following adjustments: (a) business acquisition and integration expenses and purchase accounting inventory adjustments; (b) fair value adjustments to Venator investment, net; (c) ~~loss on early extinguishment of debt; (d)~~ certain legal and other settlements and related expenses; ~~(e)~~(d) costs associated with the Albemarle Settlement, net; ~~(f)~~(e) gain (loss) ~~gain~~ on sale of business/assets; ~~(g)~~(f) income from transition services ~~arrangements related to the sale of our Chemical Intermediates Businesses to Indorama; (h)~~arrangements; (g) certain nonrecurring information technology project implementation costs; ~~(i)~~(h) amortization of pension and postretirement actuarial losses; ~~(j)~~(i) plant incident remediation credits ~~(costs); and (k)~~(j) restructuring, impairment, plant closing and transition ~~costs.~~costs; and (k) (loss) income from discontinued operations, net of tax.

(2)

Corporate and other costs, net includes unallocated corporate overhead, unallocated foreign currency exchange gains and losses, LIFO inventory valuation reserve adjustments, ~~loss on early extinguishment of debt, unallocated restructuring, impairment and plant closing costs,~~ nonoperating income and expense and gains and losses on the disposition of corporate assets.

(3)	Includes costs associated with transition activities related primarily to our Corporate program to optimize our global approach to leverage shared services capabilities.

Table of Contents

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

O~~verview~~

We operate in four segments: Polyurethanes, Performance Products, Advanced Materials and Textile Effects. 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, durable and non-durable consumer products, electronics, insulation, medical, packaging, coatings and construction, 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, maleic anhydride, epoxy-based polymer formulations, textile chemicals and dyes. Our revenues from continuing operations for the three months ended June 30, 2022 and 2021 were $2,362 million and $2,024 million, respectively, and for the six months ended June 30, 2022 and 2021 were $4,751 million and $3,861 million, respectively.

R~~ecent~~ D~~evelopments~~

~~New Revolving Credit Facility~~

On May 20, 2022, Huntsman International entered into the 2022 Revolving Credit Facility. Borrowings will bear interest at the rates specified in the credit agreement governing the 2022 Revolving Credit Facility, which will vary based on the type of loan and Huntsman International’s debt ratings. Under the credit agreement, the interest rate margin and the commitment fee rates are also subject to adjustments based on the Company’s performance on specified sustainability target thresholds with respect to annual percentage reduction in operational greenhouse gas emissions intensity and annual percentage reduction in water consumption intensity. Unless previously terminated in accordance with its terms, the credit agreement will mature in May 2027. Huntsman International may increase the 2022 Credit Revolving Facility commitments up to an additional $500 million, subject to the satisfaction of certain conditions. See “Note 8. Debt—Direct and Subsidiary Debt—Revolving Credit Facility” to our condensed consolidated financial statements.

~~Praxair/Linde Litigation Award~~

On April 29, 2022, a New Orleans jury awarded us approximately $94 million in our long-running court battle against Praxair/Linde, one of the industrial gas suppliers to our Geismar, Louisiana MDI manufacturing site. The case was filed after Praxair refused to properly maintain its own Geismar facility and then repeatedly failed to supply our requirements for industrial gas needed to manufacture MDI under long-term supply contracts that expired in 2013. After the court applies the appropriate amount of interest, we expect that total damages awarded to us will exceed $125 million. The award is subject to appeal, and as such, we have not yet recognized the award in our condensed consolidated statements of operations.

~~Table of Contents~~

O~~utlook~~

~~We expect the following factors to impact our operating segments:~~

~~Polyurethanes~~:

●

~~Third quarter 2022 adjusted EBITDA estimated to be between $170 million and $200 million~~

●

~~Volumes lower year-over-year driven by weaker demand in Europe~~

●

~~European profitability impacted by volatility in regional natural gas prices~~

	●	~~Lower equity earnings compared to the prior year from our minority-owned joint venture in China~~
	●	~~Stronger year-over-year profitability in the Americas business~~

~~Performance Products:~~

●

~~Third quarter 2022 adjusted EBITDA estimated to be between $130 million and $140 million~~

●

~~Commercial initiatives and solid demand in the Americas drive projected year-over-year improvement~~

●

~~Lower adjusted EBITDA compared to the second quarter of 2022 due to seasonality, lower margins in China and demand headwinds, primarily in Europe~~

~~Advanced Materials:~~

●

~~Third quarter 2022 adjusted EBITDA estimated to be between $58 million and $63 million~~

●

~~Price increases and improved product mix to offset higher raw material costs~~

●

~~Industrial markets in Europe and the Americas remain stable~~

●

~~Normal seasonal decline in adjusted EBITDA quarter-over-quarter~~

~~Textile Effects:~~

●

~~Third quarter 2022 adjusted EBITDA estimated to be between $20 million and $22 million similar to the same period of 2021~~

●

~~Benefits from cost control and improved product mix~~

●

~~Sales volume headwinds primarily in the home and hospitality sectors~~

In the second quarter of 2022, both our effective tax rate and our adjusted effective tax rate were 22%. For 2022, our adjusted effective tax rate is expected to be approximately 22% to 24%. For further information, see “—Non-GAAP Financial Measures” and “Note 18. Income Taxes” to our condensed consolidated financial statements.

~~Refer to “Forward-Looking Statements” for a discussion of our use of forward-looking statements in this Quarterly Report on Form 10-Q.~~

~~Table of Contents~~

Results of Operations

As discussed in “Note 3. Discontinued Operations—Sale of Textile Effects Business” to our condensed consolidated financial statements, the results from continuing operations primarily exclude the results of our Textile Effects Business for all periods presented. For each of our Company and Huntsman International, the following tables set forth the condensed consolidated results of operations from continuing operations (dollars in millions, except per share amounts):

Huntsman Corporation

	Three months									Six months
	ended									ended
	June 30,						Percent			June 30,						Percent
	2023			2022			change			2023			2022			change
Revenues	$	1,596		$	2,170			(26	)%	$	3,202		$	4,362			(27	)%
Cost of goods sold		1,342			1,678			(20	)%		2,679			3,355			(20	)%
Gross profit		254			492			(48	)%		523			1,007			(48	)%
Operating expenses, net		196			190			3	%		411			422			(3	)%
Restructuring, impairment and plant closing costs		8			24			(67	)%		1			24			(96	)%
Operating income		50			278			(82	)%		111			561			(80	)%
Interest expense, net		(15	)		(16	)		(6	)%		(33	)		(30	)		10	%
Equity in income of investment in unconsolidated affiliates		28			19			47	%		40			34			18	%
Other (expense) income, net		(2	)		13			NM			(2	)		11			NM
Income from continuing operations before income taxes		61			294			(79	)%		116			576			(80	)%
Income tax expense		(28	)		(65	)		(57	)%		(39	)		(125	)		(69	)%
Income from continuing operations		33			229			(86	)%		77			451			(83	)%
(Loss) income from discontinued operations, net of tax(1)		(2	)		13			NM			120			31			287	%
Net income		31			242			(87	)%		197			482			(59	)%
Reconciliation of net income to adjusted EBITDA:
Net income attributable to noncontrolling interests		(12	)		(14	)		(14	)%		(25	)		(31	)		(19	)%
Interest expense, net from continuing operations		15			16			(6	)%		33			30			10	%
Income tax expense from continuing operations		28			65			(57	)%		39			125			(69	)%
Income tax expense from discontinued operations		1			2			(50	)%		16			7			129	%
Depreciation and amortization from continuing operations		70			68			3	%		139			135			3	%
Depreciation and amortization from discontinued operations		—			4			(100	)%		—			8			(100	)%
Other adjustments:
Business acquisition and integration expenses and purchase accounting inventory adjustments		2			4						3			10
EBITDA from discontinued operations(1)		1			(19	)					(136	)		(46	)
Fair value adjustments to Venator investment, net		4			—						5			2
Certain legal and other settlements and related expenses		1			2						2			14
Costs associated with the Albemarle Settlement, net		—			1						—			2
(Gain) loss on sale of business/assets		(1	)		7						(1	)		11
Income from transition services arrangements		—			(1	)					—			(2	)
Certain nonrecurring information technology project implementation costs		1			1						3			3
Amortization of pension and postretirement actuarial losses		7			10						15			22
Plant incident remediation credits		—			(5	)					—			(5	)
Restructuring, impairment and plant closing and transition costs(2)		8			27						2			30
Adjusted EBITDA(3)	$	156		$	410			(62	)%	$	292		$	797			(63	)%

Net cash (used in) provided by operating activities from continuing operations										$	(82	)	$	310			NM
Net cash provided by (used in) investing activities from continuing operations											444			(120	)		NM
Net cash used in financing activities											(464	)		(609	)		(24	)%
Capital expenditures from continuing operations											(97	)		(129	)		(25	)%

Three months

Six months

ended

ended

June 30,

Percent

June 30,

Percent

2022

2021

change

2022

2021

change

Revenues
$ 2,362 $ 2,024 17 % $ 4,751 $ 3,861 23 %
Cost of goods sold
1,824 1,593 15 % 3,648 3,038 20 %
Gross profit
538 431 25 % 1,103 823 34 %
Operating expenses, net
221 211 5 % 482 453 6 %
Restructuring, impairment and plant closing costs
24 11 118 % 24 35 (31 )%
Operating income
293 209 40 % 597 335 78 %
Interest expense, net
(16 ) (18 ) (11 )% (30 ) (37 ) (19 )%
Equity in income of investment in unconsolidated affiliates
19 46 (59 )% 34 84 (60 )%
Fair value adjustments to Venator investment, net
— (6 ) (100 )% (2 ) (25 ) (92 )%
Loss on early extinguishment of debt
— (27 ) (100 )% — (27 ) (100 )%
Other income, net
13 9 44 % 14 16 (13 )%
Income from continuing operations before income taxes
309 213 45 % 613 346 77 %
Income tax expense
(67 ) (42 ) 60 % (132 ) (76 ) 74 %
Income from continuing operations
242 171 42 % 481 270 78 %
Income from discontinued operations, net of tax
— 1 (100 )% 1 2 (50 )%
Net income
242 172 41 % 482 272 77 %
Reconciliation of net income to adjusted EBITDA:

Net income attributable to noncontrolling interests
(14 ) (16 ) (13 )% (31 ) (33 ) (6 )%
Interest expense, net from continuing operations
16 18 (11 )% 30 37 (19 )%
Income tax expense from continuing operations
67 42 60 % 132 76 74 %
Depreciation and amortization from continuing operations
72 73 (1 )% 143 147 (3 )%
Other adjustments:

Business acquisition and integration expenses and purchase accounting inventory adjustments
4 5 10 14
EBITDA from discontinued operations
— (1 ) (1 ) (2 )
Fair value adjustments to Venator investment, net
— 6 2 25
Loss on early extinguishment of debt
— 27 — 27
Certain legal and other settlements and related expenses
2 8 14 10
Costs associated with the Albemarle Settlement, net
1 — 2 —
Loss (gain) on sale of business/assets
7 (30 ) 11 (30 )
Income from transition services arrangements
(1 ) (3 ) (2 ) (4 )
Certain nonrecurring information technology project implementation costs
1 3 3 4
Amortization of pension and postretirement actuarial losses
13 21 27 43
Plant incident remediation (credits) costs
(5 ) (3 ) (5 ) 1
Restructuring, impairment and plant closing and transition costs(2)
27 12 30 36
Adjusted EBITDA(1)
$ 432 $ 334 29 % $ 847 $ 623 36 %

Net cash provided by (used in) operating activities from continuing operations
$ 316 $ (23 ) NM
Net cash used in investing activities
(129 ) (369 ) (65 )%
Net cash used in financing activities
(609 ) (691 ) (12 )%
Capital expenditures
(138 ) (174 ) (21 )%

Table of Contents

Huntsman International

	Three months									Six months
	ended									ended
	June 30,						Percent			June 30,						Percent
	2023			2022			change			2023			2022			change
Revenues	$	1,596		$	2,170			(26	)%	$	3,202		$	4,362			(27	)%
Cost of goods sold		1,342			1,678			(20	)%		2,679			3,355			(20	)%
Gross profit		254			492			(48	)%		523			1,007			(48	)%
Operating expenses, net		196			188			4	%		409			417			(2	)%
Restructuring, impairment and plant closing costs		8			24			(67	)%		1			24			(96	)%
Operating income		50			280			(82	)%		113			566			(80	)%
Interest expense, net		(15	)		(16	)		(6	)%		(33	)		(30	)		10	%
Equity in income of investment in unconsolidated affiliates		28			19			47	%		40			34			18	%
Other (expense) income, net		(2	)		13			NM			(2	)		11			NM
Income from continuing operations before income taxes		61			296			(79	)%		118			581			(80	)%
Income tax expense		(28	)		(66	)		(58	)%		(39	)		(126	)		(69	)%
Income from continuing operations		33			230			(86	)%		79			455			(83	)%
(Loss) income from discontinued operations, net of tax(1)		(2	)		13			NM			120			31			287	%
Net income		31			243			(87	)%		199			486			(59	)%
Reconciliation of net income to adjusted EBITDA:
Net income attributable to noncontrolling interests		(12	)		(14	)		(14	)%		(25	)		(31	)		(19	)%
Interest expense, net from continuing operations		15			16			(6	)%		33			30			10	%
Income tax expense from continuing operations		28			66			(58	)%		39			126			(69	)%
Income tax expense from discontinued operations		1			2			(50	)%		16			7			129	%
Depreciation and amortization from continuing operations		70			68			3	%		139			135			3	%
Depreciation and amortization from discontinued operations		—			4			(100	)%		—			8			(100	)%
Other adjustments:
Business acquisition and integration expenses and purchase accounting inventory adjustments		2			4						3			10
EBITDA from discontinued operations(1)		1			(19	)					(136	)		(46	)
Fair value adjustments to Venator investment, net		4			—						5			2
Certain legal and other settlements and related expenses		1			2						2			14
Costs associated with the Albemarle Settlement, net		—			1						—			2
(Gain) loss on sale of business/assets		(1	)		7						(1	)		11
Income from transition services arrangements		—			(1	)					—			(2	)
Certain nonrecurring information technology project implementation costs		1			1						3			3
Amortization of pension and postretirement actuarial losses		7			10						15			22
Plant incident remediation credits		—			(5	)					—			(5	)
Restructuring, impairment and plant closing and transition costs(2)		8			27						2			30
Adjusted EBITDA(3)	$	156		$	412			(62	)%	$	294		$	802			(63	)%

Net cash (used in) provided by operating activities from continuing operations										$	(80	)	$	313			NM
Net cash provided by (used in) investing activities from continuing operations											240			(636	)		NM
Net cash used in financing activities											(262	)		(94	)		179	%
Capital expenditures from continuing operations											(97	)		(129	)		(25	)%

Table of Contents

Huntsman Corporation

	Three months									Three months
	ended									ended
	June 30, 2023									June 30, 2022
				Tax and									Tax and
	Gross			other(4)			Net			Gross			other(4)			Net
Reconciliation of net income to adjusted net income
Net income							$	31								$	242
Net income attributable to noncontrolling interests								(12	)								(14	)
Business acquisition and integration expenses and purchase accounting inventory adjustments	$	2		$	(1	)		1		$	4		$	(2	)		2
Loss (income) from discontinued operations(1)(5)		1			1			2			(19	)		6			(13	)
Fair value adjustments to Venator investment, net		4			—			4			—			—			—
Certain legal and other settlements and related expenses		1			—			1			2			1			3
Costs associated with the Albemarle Settlement, net		—			—			—			1			—			1
(Gain) loss on sale of business/assets		(1	)		—			(1	)		7			(1	)		6
Income from transition services arrangements		—			—			—			(1	)		—			(1	)
Certain nonrecurring information technology project implementation costs		1			(1	)		—			1			(1	)		—
Amortization of pension and postretirement actuarial losses		7			(1	)		6			10			(2	)		8
Plant incident remediation credits		—			—			—			(5	)		1			(4	)
Restructuring, impairment and plant closing and transition costs(2)		8			(1	)		7			27			(7	)		20
Adjusted net income(3)							$	39								$	250

Weighted average shares-basic								179.2									205.2
Weighted average shares-diluted								180.3									207.0

Basic net income attributable to Huntsman Corporation per share:
Income from continuing operations							$	0.12								$	1.05
(Loss) income from discontinued operations								(0.01	)								0.06
Net income							$	0.11								$	1.11

Diluted net income attributable to Huntsman Corporation per share:
Income from continuing operations							$	0.12								$	1.04
(Loss) income from discontinued operations								(0.01	)								0.06
Net income							$	0.11								$	1.10

Other non-GAAP measures:
Diluted adjusted net income per share(3)							$	0.22								$	1.21

Table of Contents

~~Huntsman International~~

Three months

Six months

ended

ended

June 30,

Percent

June 30,

Percent

2022

2021

change

2022

2021

change

Revenues
$ 2,362 $ 2,024 17 % $ 4,751 $ 3,861 23 %
Cost of goods sold
1,824 1,593 15 % 3,648 3,038 20 %
Gross profit
538 431 25 % 1,103 823 34 %
Operating expenses, net
219 209 5 % 477 448 6 %
Restructuring, impairment and plant closing costs
24 11 118 % 24 35 (31 )%
Operating income
295 211 40 % 602 340 77 %
Interest expense, net
(16 ) (18 ) (11 )% (30 ) (37 ) (19 )%
Equity in income of investment in unconsolidated affiliates
19 46 (59 )% 34 84 (60 )%
Fair value adjustments to Venator investment, net
— (6 ) (100 )% (2 ) (25 ) (92 )%
Loss on early extinguishment of debt
— (27 ) (100 )% — (27 ) (100 )%
Other income, net
13 7 86 % 14 14 —
Income from continuing operations before income taxes
311 213 46 % 618 349 77 %
Income tax expense
(68 ) (41 ) 66 % (133 ) (76 ) 75 %
Income from continuing operations
243 172 41 % 485 273 78 %
Income from discontinued operations, net of tax
— 1 (100 )% 1 2 (50 )%
Net income
243 173 40 % 486 275 77 %
Reconciliation of net income to adjusted EBITDA:

Net income attributable to noncontrolling interests
(14 ) (16 ) (13 )% (31 ) (33 ) (6 )%
Interest expense, net from continuing operations
16 18 (11 )% 30 37 (19 )%
Income tax expense from continuing operations
68 41 66 % 133 76 75 %
Depreciation and amortization from continuing operations
72 74 (3 )% 143 147 (3 )%
Other adjustments:

Business acquisition and integration expenses and purchase accounting inventory adjustments
4 5 10 14
EBITDA from discontinued operations
— (1 ) (1 ) (2 )
Fair value adjustments to Venator investment, net
— 6 2 25
Loss on early extinguishment of debt
— 27 — 27
Certain legal and other settlements and related expenses
2 8 14 10
Costs associated with the Albemarle Settlement, net
1 — 2 —
Loss (gain) on sale of business/assets
7 (30 ) 11 (30 )
Income from transition services arrangements
(1 ) (3 ) (2 ) (4 )
Certain nonrecurring information technology project implementation costs
1 3 3 4
Amortization of pension and postretirement actuarial losses
13 22 27 45
Plant incident remediation (credits) costs
(5 ) (3 ) (5 ) 1
Restructuring, impairment and plant closing and transition costs(2)
27 12 30 36
Adjusted EBITDA(1)
$ 434 $ 336 29 % $ 852 $ 628 36 %

Net cash provided by (used in) operating activities from continuing operations
$ 319 $ (23 ) NM
Net cash used in investing activities
(645 ) (377 ) 71 %
Net cash used in financing activities
(94 ) (690 ) (86 )%
Capital expenditures
(138 ) (174 ) (21 )%

~~Table of Contents~~

~~Huntsman Corporation~~

Three months

Three months

ended

ended

June 30, 2022

June 30, 2021

Tax and

Tax and

Gross

other(3)

Net

Gross

other(3)

Net

Reconciliation of net income to adjusted net income

Net income
$ 242 $ 172
Net income attributable to noncontrolling interests
(14 ) (16 )
Business acquisition and integration expenses and purchase accounting inventory adjustments
$ 4 $ (2 ) 2 $ 5 $ — 5
Income from discontinued operations(4)
— — — (1 ) — (1 )
Fair value adjustments to Venator investment, net
— — — 6 — 6
Loss on early extinguishment of debt
— — — 27 (6 ) 21
Certain legal and other settlements and related expenses
2 1 3 8 (2 ) 6
Costs associated with the Albemarle Settlement, net
1 — 1 — — —
Loss (gain) on sale of businesses/assets
7 (1 ) 6 (30 ) 4 (26 )
Income from transition services arrangements
(1 ) — (1 ) (3 ) 1 (2 )
Certain nonrecurring information technology project implementation costs
1 (1 ) — 3 (1 ) 2
Amortization of pension and postretirement actuarial losses
13 (3 ) 10 21 (5 ) 16
Plant incident remediation credits
(5 ) 1 (4 ) (3 ) 1 (2 )
Restructuring, impairment and plant closing and transition costs(2)
27 (7 ) 20 12 (2 ) 10
Adjusted net income(1)
$ 265 $ 191

Weighted average shares-basic
205.2 220.9
Weighted average shares-diluted
207.0 222.9

Basic net income attributable to Huntsman Corporation per share:

Income from continuing operations
$ 1.11 $ 0.71
Income from discontinued operations
— —
Net income
$ 1.11 $ 0.71

Diluted net income attributable to Huntsman Corporation per share:

Income from continuing operations
$ 1.10 $ 0.70
Income from discontinued operations
— —
Net income
$ 1.10 $ 0.70

Other non-GAAP measures:

Diluted adjusted net income per share(1)
$ 1.28 $ 0.86

~~Table of Contents~~

	Six months									Six months									Six months									Six months
	ended									ended									ended									ended
	June 30, 2022									June 30, 2021									June 30, 2023									June 30, 2022
				Tax and									Tax and									Tax and									Tax and
	Gross			other(3)			Net			Gross			other(3)			Net			Gross			other(4)			Net			Gross			other(4)			Net
Reconciliation of net income to adjusted net income
Net income							$	482								$	272								$	197								$	482
Net income attributable to noncontrolling interests								(31	)								(33	)								(25	)								(31	)
Business acquisition and integration expenses and purchase accounting inventory adjustments	$	10		$	(2	)		8		$	14		$	(2	)		12		$	3		$	(1	)		2		$	10		$	(2	)		8
Income from discontinued operations~~(4)~~(5)		(1	)		—			(1	)		(2	)		—			(2	)		(136	)		16			(120	)		(46	)		15			(31	)
Fair value adjustments to Venator investment, net		2			—			2			25			—			25			5			—			5			2			—			2
Loss on early extinguishment of debt		—			—			—			27			(6	)		21
Certain legal and other settlements and related expenses		14			(3	)		11			10			(3	)		7			2			—			2			14			(3	)		11
Costs associated with the Albemarle Settlement, net		2			—			2			—			—			—			—			—			—			2			—			2
Loss (gain) on sale of businesses/assets		11			(2	)		9			(30	)		4			(26	)
(Gain) loss on sale of businesses/assets																				(1	)		—			(1	)		11			(2	)		9
Income from transition services arrangements		(2	)		—			(2	)		(4	)		1			(3	)		—			—			—			(2	)		—			(2	)
Certain nonrecurring information technology project implementation costs		3			(1	)		2			4			(1	)		3			3			(1	)		2			3			(1	)		2
Amortization of pension and postretirement actuarial losses		27			(6	)		21			43			(10	)		33			15			(2	)		13			22			(5	)		17
Plant incident remediation (credits) costs		(5	)		1			(4	)		1			—			1
Plant incident remediation credits																				—			—			—			(5	)		1			(4	)
Restructuring, impairment and plant closing and transition costs(2)		30			(8	)		22			36			(8	)		28			2			(1	)		1			30			(8	)		22
Adjusted net income(1)							$	521								$	338
Adjusted net income(3)																									$	76								$	487

Weighted average shares-basic								209.0									220.6									180.9									209.0
Weighted average shares-diluted								211.2									222.7									182.3									211.2

Basic net income attributable to Huntsman Corporation per share:
Income from continuing operations							$	2.15								$	1.07								$	0.29								$	2.01
Income from discontinued operations								0.01									0.01									0.66									0.15
Net income							$	2.16								$	1.08								$	0.95								$	2.16

Diluted net income attributable to Huntsman Corporation per share:
Income from continuing operations							$	2.13								$	1.06								$	0.28								$	1.99
Income from discontinued operations								0.01									0.01									0.66									0.15
Net income							$	2.14								$	1.07								$	0.94								$	2.14

Other non-GAAP measures:
Diluted adjusted net income per share(1)							$	2.47								$	1.52
Diluted adjusted net income per share(3)																									$	0.42								$	2.31

Net cash provided by (used in) operating activities from continuing operations							$	316								$	(23	)
Capital expenditures								(138	)								(174	)
Free cash flow from continuing operations(1)							$	178								$	(197	)
Net cash (used in) provided by operating activities from continuing operations																									$	(82	)							$	310
Capital expenditures from continuing operations																										(97	)								(129	)
Free cash flow from continuing operations(3)																									$	(179	)							$	181

Effective tax rate								22	%								22	%								34	%								22	%
Impact of non-GAAP adjustments(5)								—									(1	)%
Adjusted effective tax rate(1)								22	%								21	%
Impact of non-GAAP adjustments, net(6)																										(4	)%								—
Adjusted effective tax rate																										30	%								22	%

Other cash flow measures:
Taxes paid on sale of business(6)							$	—								$	(3	)
Cash received from the Albemarle Settlement, net(7)								78									—								$	—								$	78

NM—Not meaningful

(1)	~~See “—Non-GAAP Financial Measures.”~~ Includes the gain on the sale of our Textile Effects Business in the first quarter of 2023.

(2)	Includes costs associated with transition activities related primarily to our Corporate program to optimize our global approach to leverage shared services capabilities.

(3)	See “—Non-GAAP Financial Measures.”

(4)	The income tax impacts, if any, are computed on the pre-tax adjustments using a with and without approach.

~~(4)~~(5)

In addition to income tax impacts, this adjusting item is also impacted by depreciation and amortization expense and interest expense.

~~(5)~~(6)

For details regarding the tax impacts of our non-GAAP adjustments, please see the reconciliation of our net income to adjusted net income noted above.

~~(6)~~

Represents the taxes paid in the second quarter of 2021 in connection with the earnout provision achieved under the terms of the sales agreement of the India-based DIY business. For more information, see “Note 4. Business Dispositions—Sale of India-Based Do-It-Yourself Consumer Adhesives Business” to our condensed consolidated financial statements.

(7)	Represents cash received of $332.5 million, net of legal fees and cash taxes paid of approximately $255 million.

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Non-GAAP Financial Measures

Our condensed consolidated financial statements are prepared in accordance with GAAP, which we supplement with certain non-GAAP financial information. These non-GAAP measures should not be considered in isolation or as a substitute for the related GAAP measures, and other companies may define such measures differently. We encourage investors to review our financial statements and the reconciliation of the non-GAAP financial measures to the most directly comparable GAAP financial measures in their entirety and not to rely on any single financial measure. These non-GAAP measures exclude the impact of certain income and expenses that we do not believe are indicative of our core operating results.

Adjusted EBITDA

Our management uses adjusted EBITDA to assess financial performance. 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) EBITDA from discontinued operations; (c) fair value adjustments to Venator investment, net; (d) ~~loss on early extinguishment of debt; (e)~~ certain legal and other settlements and related expenses; ~~(f)~~(e) costs associated with the Albemarle Settlement, net; ~~(g)~~(f) (gain) loss ~~(gain)~~ on sale of business/assets; ~~(h)~~(g) income from transition services ~~arrangements related to the sale of our Chemical Intermediates Businesses to Indorama; (i)~~arrangements; (h) certain nonrecurring information technology project implementation costs; ~~(j)~~(i) amortization of pension and postretirement actuarial losses; ~~(k)~~(j) plant incident remediation ~~(credits) costs;~~credits; and ~~(l)~~(k) restructuring, impairment and plant closing and transition costs. We believe that net income of Huntsman Corporation or Huntsman International, as appropriate, is the performance measure calculated and presented in accordance with U.S. GAAP that is most directly comparable to adjusted EBITDA.

We believe adjusted EBITDA is useful to investors in assessing the businesses’ ongoing financial performance and provides improved comparability between periods through the exclusion of certain items that management believes are not indicative of the businesses’ operational profitability and that may obscure underlying business results and trends. However, this measure should not be considered in isolation or viewed as a substitute for net income of Huntsman Corporation or Huntsman International, as appropriate, or other measures of performance determined in accordance with U.S. GAAP. Moreover, adjusted EBITDA as used herein is not necessarily comparable to other similarly titled measures of other companies due to potential inconsistencies in the methods of calculation. Our management believes this measure is useful to compare general operating performance from period to period and to make certain related management decisions. Adjusted EBITDA is also used by securities analysts, lenders and others in their evaluation of different companies because it excludes certain items that can vary widely across different industries or among companies within the same industry. For example, interest expense can be highly dependent on a company’s capital structure, debt levels and credit ratings. Therefore, the impact of interest expense on earnings can vary significantly among companies. In addition, the tax positions of companies can vary because of their differing abilities to take advantage of tax benefits and because of the tax policies of the various jurisdictions in which they operate. As a result, effective tax rates and tax expense can vary considerably among companies. Finally, companies employ productive assets of different ages and utilize different methods of acquiring and depreciating such assets. This can result in considerable variability in the relative costs of productive assets and the depreciation and amortization expense among companies.

Nevertheless, our management recognizes that there are material limitations associated with the use of adjusted EBITDA in the evaluation of our Company as compared to net income of Huntsman Corporation or Huntsman International, as appropriate, which reflects overall financial performance. For example, we have borrowed money in order to finance our operations and interest expense is a necessary element of our costs and ability to generate revenue. Our management compensates for the limitations of using adjusted EBITDA by using this measure to supplement U.S. GAAP results to provide a more complete understanding of the factors and trends affecting the business rather than U.S. GAAP results alone.

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Adjusted Net Income

Adjusted net income is computed by eliminating the after-tax amounts related to the following from net income attributable to Huntsman Corporation: (a) business acquisition and integration expenses and purchase accounting inventory adjustments; (b) ~~income~~loss (income) from discontinued operations; (c) fair value adjustments to Venator investment, net; (d) ~~loss on early extinguishment of debt; (e)~~ certain legal and other settlements and related expenses; ~~(f)~~(e) costs associated with the Albemarle Settlement, net; ~~(g) gain~~(f) (gain) loss on sale of business/assets; ~~(h)~~(g) income from transition services ~~arrangements related to the sale of our Chemical Intermediates Businesses to Indorama; (i)~~arrangements; (h) certain nonrecurring information technology project implementation costs; ~~(j)~~(i) amortization of pension and postretirement actuarial losses; ~~(k)~~(j) plant incident remediation ~~(credits) costs;~~credits; and ~~(l)~~(k) restructuring, impairment and plant closing and transition costs. Basic adjusted net income per share excludes dilution and is computed by dividing adjusted net income by the weighted average number of shares outstanding during the period. Adjusted diluted net income per share reflects all potential dilutive common shares outstanding during the period and is computed by dividing adjusted net income by the weighted average number of shares outstanding during the period increased by the number of additional shares that would have been outstanding as dilutive securities. Adjusted net income and adjusted net income per share amounts are presented solely as supplemental information.

We believe adjusted net income is useful to investors in assessing the businesses’ ongoing financial performance and provides improved comparability between periods through the exclusion of certain items that management believes are not indicative of the businesses’ operational profitability and that may obscure underlying business results and trends.

Free Cash Flow

We believe free cash flow is an important indicator of our liquidity as it measures the amount of cash we generate. Management internally uses a free cash flow measure: (a) to evaluate our liquidity, (b) evaluate strategic investments, (c) plan stock buyback and dividend levels and (d) evaluate our ability to incur and service debt.

Adjusted Effective Tax Rate

We believe that the effective tax rate of Huntsman Corporation or Huntsman International, as appropriate, is the performance measure calculated and presented in accordance with U.S. GAAP that is most directly comparable to adjusted effective tax rate. We believe our adjusted effective tax rate provides improved comparability between periods through the exclusion of certain items, such as, business acquisition and integration expenses and purchase accounting inventory adjustments, 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, that we believe are not indicative of the businesses’ operational profitability and that may obscure underlying business results and trends.

Our forward-looking adjusted effective tax rate is calculated based on our forecast effective tax rate, and the range of our forward-looking adjusted effective tax rate equals the range of our forecast effective tax rate. We disclose forward-looking adjusted effective tax rate because we cannot adequately forecast certain items and events that may or may not impact us in the near future, such as business acquisition and integration expenses and purchase accounting inventory adjustments, 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. Each of such adjustment has not yet occurred, is out of our control and/or cannot be reasonably predicted. In our view, our forward-looking adjusted effective tax rate represents the forecast effective tax rate on our underlying business operations but does not reflect any adjustments related to the items noted above that may occur and can cause our effective tax rate to differ.

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Three Months Ended June 30, ~~2022~~2023 Compared with Three Months Ended June 30, ~~2021~~2022

For the three months ended June 30, ~~2022,~~2023, income from continuing operations attributable to Huntsman Corporation was ~~$228~~$21 million, ~~an increase~~a decrease of ~~$73~~$194 million from ~~$155~~$215 million in the ~~2021~~2022 period. For the three months ended June 30, ~~2022,~~2023, income from continuing operations attributable to Huntsman International was ~~$229~~$21 million, ~~an increase~~a decrease of ~~$73~~$195 million from ~~$156~~$216 million in the ~~2021~~2022 period. The ~~increases~~decreases noted above were the result of the following items:

●

Revenues for the three months ended June 30, ~~2022 increased~~2023 decreased by ~~$338~~$574 million, or ~~17%~~26%, as compared with the ~~2021~~2022 period. The ~~increase~~decrease was primarily due to ~~higher~~lower sales volumes in all our segments and lower average selling prices in all our segments, ~~partially offset by lower sales volumes in all~~except for our ~~segments.~~Advanced Materials segment. See “—Segment Analysis” below.

●

Gross profit for the three months ended June 30, ~~2022 increased~~2023 decreased by ~~$107~~$238 million, or ~~25%~~48%, as compared with the ~~2021~~2022 period. The ~~increase~~decrease resulted primarily from ~~higher~~lower gross profits in all our segments. See “—Segment Analysis” below.

●

~~Operating~~Our operating expenses, net and the operating expenses, net of Huntsman International for the three months ended June 30, ~~2022~~2023 increased by ~~$10~~$6 million and $8 million, respectively, or 5%3% and 4%, respectively, as compared with the ~~2021~~2022 period, primarily related to the ~~gain on sale~~negative impact of translating foreign currency amounts to the ~~India-based DIY business pursuant to an earnout provision in the second quarter of 2021,~~U.S. dollar, partially offset by a decrease in selling, general and administrative expenses.

●

Restructuring, impairment and plant closing costs were ~~$24~~$8 million for the three months ended June 30, ~~2022,~~2023 as compared with ~~$11~~$24 million in the ~~2021~~2022 period. For further information, ~~concerning restructuring activities,~~ see “Note 7.6. Restructuring, Impairment and Plant Closing Costs” to our condensed consolidated financial statements.

●

Equity in income of investment in unconsolidated affiliates for the three months ended June 30, ~~2022 decreased~~2023 increased to ~~$19~~$28 million from ~~$46~~$19 million in the ~~2021~~2022 period, primarily related to ~~a decrease~~an increase in income at our PO/MTBE joint venture in China, in which we hold a 49% interest.

●

~~Fair value adjustments to our investment in Venator and the related option to sell our remaining Venator shares,~~Other (expense) income, net ~~was nil~~ for the three months ended June 30, ~~2022~~2023 was $(2) million of expense as compared with ~~a net loss~~$13 million of ~~$6 million~~income in the ~~2021 period. For further information, see “Note 4. Business Dispositions—Sale of Venator Interest”~~2022 period, primarily related to ~~our condensed consolidated financial statements.~~

an increase in certain periodic pension costs.

●

Loss on early extinguishment of debt for the three months ended June 30, 2022 was nil compared to $27 million in the 2021 period, primarily due to the full redemption of our 2022 Senior Notes in the second quarter of 2021. See “Note 8. Debt—Direct and Subsidiary Debt—Senior Notes” to our condensed consolidated financial statements.

●

Our income tax expense for the three months ended June 30, ~~2022 increased~~2023 decreased to ~~$67~~$28 million from ~~$42~~$65 million in the ~~2021~~2022 period. The income tax expense of Huntsman International for the three months ended June 30, ~~2022 increased~~2023 decreased to ~~$68~~$28 million from ~~$41~~$66 million in the ~~2021~~2022 period. The ~~increase~~decrease in income tax expense was primarily due to the ~~increase~~decrease in ~~pretax~~ income ~~exclusive of the fair value adjustments to our investment in Venator.~~from continuing operations before income taxes. Our income tax expense is significantly affected by the mix of income and losses in the tax jurisdictions in which we operate ~~as impacted by~~along with the ~~presence~~impact of valuation allowances in certain tax ~~jurisdictions.~~jurisdictions, including a non-cash $8 million tax expense for a valuation allowance increase in our Luxembourg treasury center for the three months ended June 30, 2023. For further information, ~~concerning income taxes,~~ see “Note ~~18.~~17. Income Taxes” to our condensed consolidated financial statements.

~~Table of Contents~~

Segment Analysis

	Three months						Percent			Three months						Percent
	ended						change			ended						change
	June 30,						favorable			June 30,						favorable
(Dollars in millions)	2022			2021			(unfavorable)			2023			2022			(unfavorable)
Revenues
Polyurethanes	$	1,353		$	1,155			17	%	$	1,012		$	1,353			(25	)%
Performance Products		492			371			33	%		307			492			(38	)%
Advanced Materials		336			299			12	%		284			336			(15	)%
Textile Effects		192			207			(7	)%
Total reportable segments’ revenue		2,373			2,032			17	%
Total reportable segments’ revenues											1,603			2,181			(27	)%
Intersegment eliminations		(11	)		(8	)		NM			(7	)		(11	)		NM
Total	$	2,362		$	2,024			17	%	$	1,596		$	2,170			(26	)%

Huntsman Corporation
Segment adjusted EBITDA(1)
Polyurethanes	$	229		$	208			10	%	$	88		$	229			(62	)%
Performance Products		152			88			73	%		55			152			(64	)%
Advanced Materials		67			58			16	%		51			67			(24	)%
Textile Effects		22			28			(21	)%
Total reportable segments’ adjusted EBITDA		470			382			23	%		194			448			(57	)%
Corporate and other		(38	)		(48	)		21	%		(38	)		(38	)		—
Total	$	432		$	334			29	%	$	156		$	410			(62	)%

Huntsman International
Segment adjusted EBITDA(1)
Polyurethanes	$	229		$	208			10	%	$	88		$	229			(62	)%
Performance Products		152			88			73	%		55			152			(64	)%
Advanced Materials		67			58			16	%		51			67			(24	)%
Textile Effects		22			28			(21	)%
Total reportable segments’ adjusted EBITDA		470			382			23	%		194			448			(57	)%
Corporate and other		(36	)		(46	)		22	%		(38	)		(36	)		(6	)%
Total	$	434		$	336			29	%	$	156		$	412			(62	)%

NM—Not meaningful

(1)

For further information, including reconciliation of total reportable segments’ adjusted EBITDA to income from continuing operations before income taxes of Huntsman Corporation or Huntsman International, as appropriate, see “Note ~~20.~~19. Operating Segment Information” to our condensed consolidated financial statements.

Three months ended June 30, 2022 vs 2021

Average selling price(1)

Local

Foreign currency

Mix &

Sales

currency

translation impact

other

volumes(2)

Period-over-period increase (decrease)

Polyurethanes
24 % (4 )% 1 % (4 )%
Performance Products
33 % (3 )% 6 % (3 )%
Advanced Materials
21 % (5 )% 12 % (16 )%
Textile Effects
12 % (3 )% — (16 )%

Table of Contents

	Three months ended June 30, 2022 vs March 31, 2022												Three months ended June 30, 2023 vs 2022
	Average selling price(1)												Average selling price(1)
	Local			Foreign currency			Mix &			Sales			Local			Foreign currency			Sales			Mix and
	currency			translation impact			other			volumes(2)			currency			translation impact			volumes(2)			other
Period-over-period increase (decrease)
Polyurethanes		2	%		(2	)%		2	%		(4	)%		(10	)%		(1	)%		(10	)%		(4	)%
Performance Products		6	%		(1	)%		1	%		(3	)%		(8	)%		—			(31	)%		1	%
Advanced Materials		3	%		(2	)%		2	%		(3	)%		1	%		(1	)%		(19	)%		4	%
Textile Effects		4	%		(1	)%		1	%		(7	)%

(1)	Excludes revenues from tolling arrangements, byproducts and raw materials.

(2)	Excludes sales volumes of byproducts and raw materials.

~~Table of Contents~~

Polyurethanes

The ~~increase~~decrease in revenues in our Polyurethanes segment for the three months ended June 30, ~~2022~~2023 compared to the same period of ~~2021~~2022 was primarily due to ~~higher~~lower sales volumes, lower MDI average selling prices ~~partially offset by lower sales volumes. MDI average selling prices increased in all our regions.~~and the negative impact of foreign currency exchange rate movements against the U.S dollar. Sales volumes decreased primarily due to ~~the extended government-mandated COVID lockdown in Shanghai, China and~~ lower demand, ~~partially offset by favorable comparisons~~primarily in ~~Europe~~the Americas. MDI average selling prices decreased primarily due to ~~the scheduled turnaround at our Rotterdam, Netherlands facility in the second quarter of 2021.~~less favorable supply and demand dynamics. The ~~increase~~decrease in segment adjusted EBITDA was primarily due to ~~higher~~lower sales volumes, lower MDI margins, the negative impact of foreign currency exchange rate movements against the U.S. dollar and a gain from an insurance settlement received in the second quarter of 2022, partially offset by ~~lower sales volumes, the negative impact of weaker major international currencies against the U.S. dollar and lower~~higher equity earnings from our minority-owned joint venture in ~~China.~~ China and cost savings achieved from our cost optimization programs.

Performance Products

The ~~increase~~decrease in revenues in our Performance Products segment for the three months ended June 30, ~~2022~~2023 compared to the same period of ~~2021~~2022 was primarily due to ~~higher~~lower sales volumes and reduced average selling prices, partially offset by ~~lower~~improved sales ~~volumes. Average selling prices increased~~mix. Sales volumes decreased in all regions primarily due to ~~commercial excellence programs~~slowing construction activity and reduced demand in ~~response to an increase in raw material costs. Sales volumes decreased primarily due to a shift in product mix based on demand~~coatings and ~~business strategy.~~adhesives, lubes and other industrial markets. The ~~increase~~decrease in segment adjusted EBITDA was primarily due to ~~increased revenues~~decreased sales volumes and ~~margins, partially offset by a slight increase in fixed costs.~~lower average selling prices.

Advanced Materials

The ~~increase~~decrease in revenues in our Advanced Materials segment for the three months ended June 30, ~~2022~~2023 compared to the same period of ~~2021~~2022 was primarily due to lower sales volumes, partially offset by higher average selling prices. Sales volumes decreased primarily due to reduced customer demand in our infrastructure markets and the deselection of lower margin business. Average selling prices increased largely due to improved sales mix. The decrease in segment adjusted EBITDA was primarily due to lower sales volumes.

Corporate and other

Corporate and other includes unallocated corporate overhead, unallocated foreign currency exchange gains and losses, LIFO inventory valuation reserve adjustments, loss on early extinguishment of debt, unallocated restructuring, impairment and plant closing costs, nonoperating income and expense and gains and losses on the disposition of corporate assets. For the three months ended June 30, 2023, adjusted EBITDA from Corporate and other for Huntsman Corporation was a loss of $38 million, which remained the same as a loss of $38 million for the same period of 2022. For the three months ended June 30, 2023, adjusted EBITDA from Corporate and other for Huntsman International was a loss of $38 million as compared to a loss of $36 million for the same period of 2022. The decrease in adjusted EBITDA from Corporate and other for Huntsman International resulted primarily from an increase in unallocated foreign currency exchange losses, partially offset by a decrease in corporate overhead costs and an increase in LIFO valuation gains.

Table of Contents

Six Months Ended June 30, 2023 Compared with Six Months Ended June 30, 2022

For the six months ended June 30, 2023, income from continuing operations attributable to Huntsman Corporation was $52 million, a decrease of $368 million from $420 million in the 2022 period. For the six months ended June 30, 2023, income from continuing operations attributable to Huntsman International was $54 million, a decrease of $370 million from $424 million in the 2022 period. The decreases noted above were the result of the following items:

●

Revenues for the six months ended June 30, 2023 decreased by $1,160 million, or 27%, as compared with the 2022 period. The decrease was primarily due to lower sales volumes in all our segments and lower average selling prices in all our segments, except for our Advanced Materials segment. See “—Segment Analysis” below.

●

Gross profit for the six months ended June 30, 2023 decreased by $484 million, or 48%, as compared with the 2022 period. The decrease resulted primarily from lower gross profits in all our segments. See “—Segment Analysis” below.

●

Our operating expenses, net and the operating expenses, net of Huntsman International for the six months ended June 30, 2023 decreased by $11 million and $8 million, respectively, or 3% and 2% , respectively, as compared with the 2022 period, primarily related to a decrease in selling, general and administrative expenses, partially offset by the negative impact of translating foreign currency amounts to the U.S. dollar.

●

Restructuring, impairment and plant closing costs were $1 million for the six months ended June 30, 2023 as compared with $24 million in the 2022 period. For further information, see “Note 6. Restructuring, Impairment and Plant Closing Costs” to our condensed consolidated financial statements.

●

Equity in income of investment in unconsolidated affiliates for the six months ended June 30, 2023 increased to $40 million from $34 million in the 2022 period, primarily related to an increase in income at our PO/MTBE joint venture with China, in which we hold a 49% interest.

●

Other (expense) income, net for the six months ended June 30, 2023 was $(2) million of expense as compared with $11 million of income in the 2022 period, primarily related to an increase in certain periodic pension costs, partially offset by a decrease in certain legal related expenses.

●

Our income tax expense for the six months ended June 30, 2023 decreased to $39 million from $125 million in the 2022 period. The income tax expense of Huntsman International for the six months ended June 30, 2023 decreased to $39 million from $126 million in the 2022 period. The decrease in income tax expense was primarily due to the decrease in income from continuing operations before income taxes. Our income tax expense is significantly affected by the mix of income and losses in the tax jurisdictions in which we operate along with the impact of valuation allowances in certain tax jurisdictions, including a non-cash $3 million tax expense for a valuation allowance increase in our Luxembourg treasury center for the six months ended June 30, 2023. For further information, see “Note 17. Income Taxes” to our condensed consolidated financial statements.

Segment Analysis

	Six months						Percent
	ended						change
	June 30,						favorable
(Dollars in millions)		2023			2022			(unfavorable)
Revenues
Polyurethanes	$	2,003		$	2,739			(27	)%
Performance Products		641			972			(34	)%
Advanced Materials		573			671			(15	)%
Total reportable segments’ revenue		3,217			4,382			(27	)%
Intersegment eliminations		(15	)		(20	)		NM
Total	$	3,202		$	4,362			(27	)%

Huntsman Corporation
Segment adjusted EBITDA(1)
Polyurethanes	$	154		$	453			(66	)%
Performance Products		126			298			(58	)%
Advanced Materials		99			134			(26	)%
Total reportable segments’ adjusted EBITDA		379			885			(57	)%
Corporate and other		(87	)		(88	)		(1	)%
Total	$	292		$	797			(63	)%

Huntsman International
Segment adjusted EBITDA(1)
Polyurethanes	$	154		$	453			(66	)%
Performance Products		126			298			(58	)%
Advanced Materials		99			134			(26	)%
Total reportable segments’ adjusted EBITDA		379			885			(57	)%
Corporate and other		(85	)		(83	)		(2	)%
Total	$	294		$	802			(63	)%

NM—Not meaningful

(1)

For further information, including reconciliation of total reportable segments’ adjusted EBITDA to income from continuing operations before income taxes of Huntsman Corporation or Huntsman International, as appropriate, see “Note 19. Operating Segment Information” to our condensed consolidated financial statements.

Table of Contents

	Six months ended June 30, 2023 vs June 30, 2022
	Average Selling Price(1)
	Local			Foreign currency			Sales			Mix and
	currency			translation impact			volumes(2)			other
Period-Over-Period (Decrease) Increase
Polyurethanes		(6	)%		(2	)%		(16	)%		(3	)%
Performance Products		(4	)%		—			(31	)%		1	%
Advanced Materials		3	%		(2	)%		(20	)%		4	%

(1)	Excludes revenues from tolling arrangements, byproducts and raw materials.

(2)	Excludes sales volumes of byproducts and raw materials.

Polyurethanes

The decrease in revenues in our Polyurethanes segment for the six months ended June 30, 2023 compared to the same period of 2022 was primarily due to lower sales volumes, lower MDI average selling prices and the negative impact of foreign currency exchange rate movements against the U.S. dollar. Sales volumes decreased primarily due to lower demand, primarily in Europe and the Americas. MDI average selling prices decreased primarily due to less favorable supply and demand dynamics. The decrease in segment adjusted EBITDA was primarily due to lower sales volumes, lower MDI margins, the negative impact of foreign currency exchange rate movements against the U.S. dollar and a gain from an insurance settlement received in the second quarter of 2022, partially offset by higher equity earnings from our minority-owned joint venture in China and cost savings achieved from our cost optimization programs.

Performance Products

The decrease in revenues in our Performance Products segment for the six months ended June 30, 2023 compared to the same period of 2022 was primarily due to lower sales volumes and reduced average selling prices, partially offset by improved sales mix. Sales volumes decreased in all regions primarily due to slowing construction activity, reduced demand in coatings and adhesives, lubes and other industrial markets. The decrease in segment adjusted EBITDA was primarily due to decreased sales volumes and lower average selling prices.

Advanced Materials

The decrease in revenues in our Advanced Materials segment for the six months ended June 30, 2023 compared to the same period of 2022 was primarily due to lower sales ~~volumes.~~volumes, partially offset by higher average selling prices. Sales volumes decreased primarily due to reduced customer demand in our infrastructure markets and the deselection of lower margin business. Average selling prices increased largely in response to higher raw material, energy and logistics costs as well as improved sales mix. ~~Sales volumes decreased primarily due to deselection of lower margin base resins business. The increase in segment adjusted EBITDA was primarily due to higher sales prices and improved sales mix.~~

~~Textile Effects~~

The decrease in revenues in our Textile Effects segment for the three months ended June 30, 2022 compared to the same period of 2021 was primarily due to lower sales volumes, partially offset by higher average selling prices. Sales volumes decreased primarily due to a deselection of certain volume as well as lower demand. Average selling prices increased in response to higher direct costs. The decrease in segment adjusted EBITDA was primarily due to lower ~~revenues, partially offset by improved portfolio mix.~~sales volumes.

Corporate and other

Corporate and other includes unallocated corporate overhead, unallocated foreign currency exchange gains and losses, LIFO inventory valuation reserve adjustments, loss on early extinguishment of debt, unallocated restructuring, impairment and plant closing costs, nonoperating income and expense and gains and losses on the disposition of corporate assets. For the ~~three~~six months ended June 30, ~~2022,~~2023, adjusted EBITDA from Corporate and other for Huntsman Corporation was a loss of ~~$38~~$87 million, which remained relatively the same as ~~compared to~~ a loss of ~~$48~~$88 million for the same period of ~~2021.~~2022. For the ~~three~~six months ended June 30, ~~2022,~~2023, adjusted EBITDA from Corporate and other for Huntsman International was a loss of ~~$36~~$85 million as compared to a loss of ~~$46~~$83 million for the same period of ~~2021.~~2022. The ~~increase~~decrease in adjusted EBITDA from Corporate and other for Huntsman International resulted primarily from an increase in unallocated foreign currency exchange ~~gains and a decrease in LIFO valuation~~ losses, partially offset by a decrease in corporate overhead costs and an increase in ~~corporate overhead costs.~~LIFO valuation gains.

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~~Six Months Ended June 30, 2022 Compared with Six Months Ended June 30, 2021~~

For the six months ended June 30, 2022, income from continuing operations attributable to Huntsman Corporation was $450 million, an increase of $213 million from $237 million in the 2021 period. For the six months ended June 30, 2022, income from continuing operations attributable to Huntsman International was $454 million, an increase of $214 million from $240 million in the 2021 period. The increases noted above were the result of the following items:

●

Revenues for the six months ended June 30, 2022 increased by $890 million, or 23%, as compared with the 2021 period. The increase was primarily due to higher average selling prices in all our segments, partially offset by lower sales volumes in our Advanced Materials and Textile Effects segments. See “—Segment Analysis” below.

●

Gross profit for the six months ended June 30, 2022 increased by $280 million, or 34%, as compared with the 2021 period. The increase resulted from higher gross profits in all our segments. See “—Segment Analysis” below.

●

Operating expenses, net for the six months ended June 30, 2022 increased by $29 million, or 6%, as compared with the 2021 period, primarily related to the gain on sale of the India-based DIY business pursuant to an earnout provision in the second quarter of 2021 and an increase in legal expenses and selling, general and administrative expenses.

●

Restructuring, impairment and plant closing costs were $24 million for the six months ended June 30, 2022 as compared with $35 million in the 2021 period. For further information concerning restructuring activities, see “Note 7. Restructuring, Impairment and Plant Closing Costs” to our condensed consolidated financial statements.

●

Interest expense, net for the six months ended June 30, 2022 decreased by $7 million, or 19%, as compared with the 2021 period, primarily related to the redemption in full of our 2021 Senior Notes in the first half of 2021.

●

Equity in income of investment in unconsolidated affiliates for the six months ended June 30, 2022 decreased to $34 million from $84 million in the 2021 period, primarily related to a decrease in income at our PO/MTBE joint venture in China, in which we hold a 49% interest.

●

Fair value adjustments to our investment in Venator and the related option to sell our remaining Venator shares, net was a net loss of $2 million for the six months ended June 30, 2022 compared with a net loss of $25 million in the 2021 period. For further information, see “Note 4. Business Dispositions—Sale of Venator Interest” to our condensed consolidated financial statements.

●

Loss on early extinguishment of debt was nil for the six months ended June 30, 2022 compared to $27 million in the 2021 period primarily due to the full redemption of our 2022 Senior Notes in the second quarter of 2021. See “Note 8. Debt—Direct and Subsidiary Debt—Senior Notes” to our condensed consolidated financial statements.

●

Our income tax expense for the six months ended June 30, 2022 increased to $132 million from $76 million in the 2021 period. The income tax expense of Huntsman International for the six months ended June 30, 2022 increased to $133 million from $76 million in the 2021 period. The increase in income tax expense was primarily due to the increase in pretax income, exclusive of the fair value adjustments to our investment in Venator. Our income tax expense is significantly affected by the mix of income and losses in the tax jurisdictions in which we operate, as impacted by the presence of valuation allowances in certain tax jurisdictions. For further information concerning income taxes, see “Note 18. Income Taxes” to our condensed consolidated financial statements.

~~Table of Contents~~

Six months

Percent

ended

Change

June 30,

Favorable

2022

2021

(Unfavorable)

Revenues

Polyurethanes
$ 2,739 $ 2,223 23 %
Performance Products
972 676 44 %
Advanced Materials
671 577 16 %
Textile Effects
389 400 (3 )%
Total reportable segments’ revenue
4,771 3,876 23 %
Intersegment eliminations
(20 ) (15 ) NM
Total
$ 4,751 $ 3,861 23 %

Huntsman Corporation

Segment adjusted EBITDA(1)

Polyurethanes
$ 453 $ 415 9 %
Performance Products
298 151 97 %
Advanced Materials
134 102 31 %
Textile Effects
50 53 (6 )%
Total reportable segments’ adjusted EBITDA
935 721 30 %
Corporate and other
(88 ) (98 ) 10 %
Total
$ 847 $ 623 36 %

Huntsman International

Segment adjusted EBITDA(1)

Polyurethanes
$ 453 $ 415 9 %
Performance Products
298 151 97 %
Advanced Materials
134 102 31 %
Textile Effects
50 53 (6 )%
Total reportable segments’ adjusted EBITDA
935 721 30 %
Corporate and other
(83 ) (93 ) 11 %
Total
$ 852 $ 628 36 %

~~NM—Not meaningful~~

~~(1)~~

For further information, including reconciliation of total reportable segments’ adjusted EBITDA to income from continuing operations before income taxes of Huntsman Corporation or Huntsman International, as appropriate, see “Note 20. Operating Segment Information” to our condensed consolidated financial statements.

Six months ended June 30, 2022 vs June 30, 2021

Average Selling Price(1)

Local

Foreign Currency

Mix &

Sales

Currency

Translation Impact

Other

Volumes(2)

Period-Over-Period (Decrease) Increase

Polyurethanes
27 % (4 )% — —
Performance Products
40 % (3 )% 7 % —
Advanced Materials
23 % (4 )% 14 % (17 )%
Textile Effects
14 % (2 )% (2 )% (13 )%

~~(1)~~

~~Excludes revenues from tolling arrangements, byproducts and raw materials.~~

~~(2)~~

~~Excludes sales volumes of byproducts and raw materials.~~

~~Table of Contents~~

~~Polyurethanes~~

The increase in revenues in our Polyurethanes segment for the six months ended June 30, 2022 compared to the same period of 2021 was primarily due to higher MDI average selling prices. MDI average selling prices increased in all our regions. Sales volumes were similar to the same period of 2021 as the impact of the extended government-mandated COVID lockdown in Shanghai, China during the second quarter of 2022 was offset by favorable comparisons in Europe due to the scheduled turnaround at our Rotterdam, Netherlands facility in the second quarter of 2021. The increase in segment adjusted EBITDA was primarily due to higher MDI margins and a gain from an insurance settlement, partially offset by the negative impact of weaker major international currencies against the U.S. dollar and lower equity earnings from our minority-owned joint venture in China.

~~Performance Products~~

The increase in revenues in our Performance Products segment for the six months ended June 30, 2022 compared to the same period of 2021 was primarily due to higher average selling prices. Average selling prices increased primarily due to commercial excellence programs and in response to an increase in raw material costs. Sales volumes were similar to the same period of 2021 with an increase in sales of our amines products offset by a decrease in sales of maleic anhydride. The increase in segment adjusted EBITDA was primarily due to increased revenues and margins, partially offset by increased fixed costs.

~~Advanced Materials~~

The increase in revenues in our Advanced Materials segment for the six months ended June 30, 2022 compared to the same period of 2021 was primarily due to higher average selling prices, partially offset by lower sales volumes. Average selling prices increased largely in response to higher raw material, energy and logistics costs as well as improved sales mix. Sales volumes decreased primarily due to deselection of lower margin base resins business. The increase in segment adjusted EBITDA was primarily due to higher sales prices and improved sales mix.

~~Textile Effects~~

The decrease in revenues in our Textile Effects segment for the six months ended June 30, 2022 compared to the same period of 2021 was primarily due to lower sales volumes, partially offset by higher average selling prices. Sales volumes decreased primarily due to a deselection of certain volume as well as lower demand. Average selling prices increased in response to higher direct costs. The decrease in segment adjusted EBITDA was primarily due to lower revenues, partially offset by improved portfolio mix.

~~Corporate and other~~

Corporate and other includes unallocated corporate overhead, unallocated foreign currency exchange gains and losses, LIFO inventory valuation reserve adjustments, loss on early extinguishment of debt, unallocated restructuring, impairment and plant closing costs, nonoperating income and expense and gains and losses on the disposition of corporate assets. For the six months ended June 30, 2022, adjusted EBITDA from Corporate and other for Huntsman Corporation was a loss of $88 million as compared to a loss of $98 million for the same period of 2021. For the six months ended June 30, 2022, adjusted EBITDA from Corporate and other for Huntsman International was a loss of $83 million as compared to a loss of $93 million for the same period of 2021. The increase in adjusted EBITDA from Corporate and other resulted primarily from an increase in unallocated foreign currency exchange gains and a decrease in LIFO valuation losses, partially offset by an increase in corporate overhead costs.

~~Table of Contents~~

Liquidity and Capital Resources

The following is a discussion of our liquidity and capital resources and generally does not include separate information with respect to Huntsman International in accordance with General Instructions H(1)(a) and (b) of Form 10-Q.

Cash Flows for the Six Months Ended June 30, ~~2022~~2023 Compared with the Six Months Ended June 30, ~~2021~~2022

Net cash (used in) provided by ~~(used in)~~ operating activities from continuing operations for the six months ended June 30, 2023 and 2022 ~~and 2021~~ was ~~$316~~$(82) million and ~~$(23)~~$310 million, respectively. The increase in net cash ~~provided by~~used in operating activities from continuing operations during the six months ended June 30, ~~2022~~2023 as compared with the same period ~~in 2021~~of 2022 was primarily attributable to ~~increased~~decreased operating income as described in “—Results of Operations” above for the six months ended June 30, ~~2022~~2023 as compared with the same period of ~~2021 as well as~~2022, partially offset by a net cash inflow of ~~$40~~$47 million related to changes in operating assets and liabilities.

Net cash ~~used in~~provided by (used in) investing activities from continuing operations for the six months ended June 30, 2023 and 2022 ~~and 2021~~ was ~~$129~~$444 million and ~~$369~~$(120) million, respectively. During the six months ended June 30, ~~2022~~2023 and ~~2021,~~2022, we paid ~~$138~~$97 million and ~~$174~~$129 million for capital expenditures, respectively. During the six months ended June 30, ~~2021,~~2023, we received ~~$43~~$541 million for the sale of businesses, net, primarily ~~due~~related to ~~the receipt~~net proceeds of ~~$28~~$530 million ~~pursuant to an earnout provision in connection with~~from the sale of ~~the India-based DIY business, and we paid approximately $242 million for the Gabriel Acquisition, net~~our Textile Effects Business. See “Note 3. Discontinued Operations—Sale of ~~cash acquired.~~Textile Effects Business” to our condensed consolidated financial statements.

Net cash used in financing activities for the six months ended June 30, 2023 and 2022 ~~and 2021~~ was ~~$609~~$464 million and ~~$691~~$609 million, respectively. During the six months ended June 30, 2023, we repaid $164 million against the outstanding balances under our 2022 Revolving Credit Facility and our A/R Programs. During the six months ended June 30, 2023 and 2022, we paid $194 million and $504 million for repurchases of our common stock. During the six months ended June 30, 2021, we redeemed in full €445 million (approximately $541 million) in aggregate principal amount of our 2021 Senior Notes. Additionally, during the six months ended June 30, 2021, we issued $400 million in aggregate principal amount of our 2031 Senior Notes, and we redeemed in full $400 million in aggregate principal amount of our 2022 Senior Notes.stock, respectively.

Free cash flow from continuing operations for the six months ended June 30, 2023 and 2022 ~~and 2021~~ was ~~a source of cash of $178 million and~~ a use of cash of ~~$197~~$179 million and proceeds of cash of $181 million, respectively. The ~~increase~~decrease in free cash flow from continuing operations was primarily attributable to ~~the~~an increase in cash ~~provided by~~used in operating activities from continuing operations, ~~as well as~~partially offset by a decrease in cash used for capital expenditures during the six months ended June 30, ~~2022~~2023 as compared with the same period ~~in 2021.~~of 2022.

Table of Contents

Changes in Financial Condition

The following information summarizes our working capital position (dollars in millions):

June 30,

December 31,

(Decrease)

Percent

2022

2021

Increase

Change

Cash and cash equivalents
$ 608 $ 1,041 $ (433 ) (42 )%
Accounts and notes receivable, net
1,288 1,186 102 9 %
Inventories
1,401 1,201 200 17 %
Receivable associated with the Albemarle Settlement
— 333 (333 ) (100 )%
Other current assets
140 167 (27 ) (16 )%
Total current assets
3,437 3,928 (491 ) (13 )%

Accounts payable
1,128 1,208 (80 ) (7 )%
Accrued liabilities
426 780 (354 ) (45 )%
Current portion of debt
13 12 1 8 %
Current operating lease liabilities
55 51 4 8 %
Total current liabilities
1,622 2,051 (429 ) (21 )%
Working capital
$ 1,815 $ 1,877 $ (62 ) (3 )%

	June 30,		December 31,		Increase			Percent
	2023		2022		(decrease)			change
Cash and cash equivalents	$	502	$	654	$	(152	)		(23	)%
Accounts and notes receivable, net		861		834		27			3	%
Inventories		1,012		995		17			2	%
Other current assets		145		190		(45	)		(24	)%
Current assets held for sale(1)		—		472		(472	)		(100	)%
Total current assets		2,520		3,145		(625	)		(20	)%

Accounts payable		745		961		(216	)		(22	)%
Accrued liabilities		374		429		(55	)		(13	)%
Current portion of debt		11		66		(55	)		(83	)%
Current operating lease liabilities		46		51		(5	)		(10	)%
Current liabilities held for sale(1)		—		194		(194	)		(100	)%
Total current liabilities		1,176		1,701		(525	)		(31	)%
Working capital	$	1,344	$	1,444	$	(100	)		(7	)%

(1)

Total assets and liabilities held for sale as of December 31, 2022 are classified as current because we completed the sale of our Textile Effects Business on February 28, 2023. For more information see “Note 3. Discontinued Operations—Sale of Textile Effects Business” to our condensed consolidated financial statements.

Our working capital decreased by ~~$62~~$100 million as a result of the net impact of the following significant changes:

●

The decrease in cash and cash equivalents of ~~$433~~$152 million resulted from the matters identified on our condensed consolidated statements of cash flows. See also “—Cash Flows for the Six Months Ended June 30, ~~2022~~2023 Compared with the Six Months Ended June 30, ~~2021.~~2022.”

●

~~Accounts receivable increased by $102 million due to higher revenues in the second quarter of 2022 compared to the fourth quarter of 2021.~~

●

~~Inventories increased by $200 million primarily due to higher inventory costs and volumes.~~

●

Receivable associated with the arbitration award we won on October 28, 2021 in excess of $600 million against Albemarle Corporation (“Albemarle”) for fraud and breach of contract (the “Albemarle Settlement”) decreased to nil due to the receipt of the final arbitration award payment of $332.5 million during the second quarter of 2022.

●

Other current assets decreased by ~~$27~~$45 million primarily due to amortization of deferred charges related to insurance premiums.

●

Accounts payable decreased by ~~$80~~$216 million primarily due to a decrease in non-trade payables related to insurance premiums and a reduction of capital accruals.

●

Accrued liabilities decreased by ~~$354~~$55 million primarily related to ~~the payment of legal fees and cash taxes associated with the Albemarle Settlement and~~ a decrease in accrued compensation costs and ~~current income taxes payable.~~accrued restructuring costs.

●

Current portion of debt decreased by $55 million primarily due to the repayment in full of the outstanding balance under our 2022 Revolving Credit Facility.

~~Table of Contents~~

D~~irect and~~ S~~ubsidiary~~ D~~ebt~~

~~See “Note 8. Debt—Direct and Subsidiary Debt” to our condensed consolidated financial statements.~~

~~Debt Issuance Costs~~

~~See “Note 8. Debt—Direct and Subsidiary Debt—Debt Issuance Costs” to our condensed consolidated financial statements.~~

~~Revolving Credit Facility~~

~~See “Note 8. Debt—Direct and Subsidiary Debt—Revolving Credit Facility” to our condensed consolidated financial statements.~~

~~A/R Programs~~

~~See “Note 8. Debt—Direct and Subsidiary Debt—A/R Programs” to our condensed consolidated financial statements.~~

~~Senior~~~~Notes~~

~~See “Note 8. Debt—Direct and Subsidiary Debt—Senior Notes” to our condensed consolidated financial statements.~~

~~Variable Interest Entity Debt~~

~~See “Note 8. Debt—Direct and Subsidiary Debt—Variable Interest Entity Debt” to our condensed consolidated financial statements.~~

C~~ompliance~~ w~~ith~~ C~~ovenants~~

~~See “Note 8. Debt—Compliance with Covenants” to our condensed consolidated financial statements.~~

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Short-Term Liquidity

We depend upon our cash, our 2022 Revolving Credit Facility, A/R Programs and other debt instruments to provide liquidity for our operations and working capital needs. As of June 30, ~~2022,~~2023, we had ~~$2,052~~$1,866 million of combined cash and unused borrowing capacity, consisting of ~~$608~~$502 million in cash, ~~$1,197~~$1,187 million in availability under our 2022 Revolving Credit Facility and ~~$247~~$177 million in availability under our A/R Programs. Our liquidity can be significantly impacted by various factors. The following matters are expected to have a significant impact on our liquidity:

S~~hort~~-T~~erm~~ L~~iquidity~~

●

Cash invested in our accounts receivable and inventory, net of accounts payable, was approximately $390 million for the six months ended June 30, 2022, as reflected in our condensed consolidated statements of cash flows. We expect volatility in our working capital components to continue.

●

During ~~2022,~~2023, we expect to spend between approximately ~~$300~~$230 million to $250 million on capital expenditures. Our future expenditures include certain environmental, health and safety ~~maintenance and~~ upgrades; ~~periodic maintenance and repairs applicable to major units of manufacturing facilities;~~ expansions of our existing manufacturing and other facilities; certain cost reduction ~~projects;~~projects, including those described below; and certain information technology expenditures. We expect to fund capital expenditures with cash provided by operations.

●

During the ~~six months ended June 30, 2022,~~remainder of 2023, we ~~made~~expect to make additional contributions to our pension and other postretirement benefit plans of ~~$26~~approximately $19 million. ~~During 2022, we expect to contribute an additional amount of approximately $23 million to these plans.~~

●

During the ~~six months ended June 30, 2022,~~second half of 2023, we ~~repurchased 13,920,771~~expect to repurchase approximately $200 million of shares of our common stock for approximately $501 million, excluding commissions, under our share repurchase program. From July 1, 2022 through July 20, 2022, we repurchased an additional 1,265,692 shares of our common stock for approximately $36 million, excluding commissions. stock.

●

On ~~October~~February 28, ~~2021,~~2023, we ~~won an arbitration award in excess~~completed the sale of ~~$600~~our Textile Effects Business to Archroma and received net proceeds of $530 million, ~~against Albemarle. On November 4, 2021, Albemarle agreed to waive any appeal and pay $665~~determined as the preliminary purchase price of $593 million less $5 million for certain costs paid by Archroma on our behalf, $30 million of ~~which~~estimated net working capital adjustments and $28 million of cash that will be reimbursed to us as part of the final post-closing adjustments anticipated in 2023. Through the second quarter of 2023, we ~~received $332.5 million on December 2, 2021 and received a final payment of $332.5 million on May 2, 2022. We~~have paid ~~legal fees and~~ cash taxes of approximately ~~$255~~$21 million, ~~in the second quarter~~and we expect to pay additional cash taxes of ~~2022.~~approximately $20 million.

Long-Term Liquidity

●

During 2020, management implemented cost realignment and synergy plans. In connection with these plans, we remain committed to achieving annualized cost savings and synergy benefits of approximately $140 million during 2023, as previously communicated. ~~Associated~~During 2021, management implemented additional cost realignment plans, and in connection with these plans, we expect ~~net cash restructuring and integration costs, including capital expenditures, of approximately $115 million, of which we have spent approximately $98 million to date.~~

●

~~During 2021, management announced additional cost realignment plans. In connection with these plans, we currently expect~~ to achieve further annualized cost savings of approximately $100 million by the end of 2023. Associated with these plans, we expect ~~net~~ cash ~~restructuring and integration~~ costs of approximately $210 million, including approximately $30 million of capital expenditures, ~~of approximately $120 million~~ through 2024, of which we have spent approximately ~~$12~~$180 million to date.

●

~~On February 14, 2022, our Board of Directors declared a $0.2125 per share cash dividend on our common stock. This represents a 13% increase from the previous dividend.~~

●

In early November 2022, we announced our commitment and specific plans to further realign our cost structure beyond the current in-progress cost optimization plans noted above with additional restructuring in Europe. This program will include exiting and consolidating certain facilities, workforce relocation to lower cost locations and further personnel rationalization. In connection with this program, we currently expect to achieve annualized cost savings of approximately $40 million by the end of 2023. Associated with this program, we expect cash costs of approximately $70 million, including approximately $23 million of capital expenditures, through 2025, of which we have spent approximately $7 million to date.

●

On April 29, 2022, a New Orleans jury awarded us approximately $94 million in our long-running court battle against Praxair/Linde, one of the industrial gas suppliers to our Geismar, Louisiana MDI manufacturing site. The case was filed after Praxair refused to properly maintain its own Geismar facility and then repeatedly failed to supply our requirements for industrial gas needed to manufacture MDI under long-term supply contracts that expired in 2013. After adding mandatory pre-judgment and post-judgment interest to the ~~court applies the appropriate amount of interest,~~award, we expect ~~that total~~ damages ~~awarded~~ to ~~us will~~ exceed $125 ~~million.~~million before deducting for taxes and legal fees. The award is subject to a pending appeal, and ~~as such,~~if affirmed, we expect to receive net proceeds of approximately $50 million to $60 million. We have not yet recognized the award in our condensed consolidated statements of operations.

●

On May 20, 2022, Huntsman International entered into the 2022 Revolving Credit Facility. Borrowings will bear interest at the rates specified in the credit agreement governing the 2022 Credit Facility, which will vary based on the type of loan and Huntsman International’s debt ratings. Under the credit agreement, the interest rate margin and the commitment fee rates are also subject to adjustments based on the Company’s performance on specified sustainability target thresholds with respect to annual percentage reduction in operational greenhouse gas emissions intensity and annual percentage reduction in water consumption intensity. Unless previously terminated in accordance with its terms, the credit agreement will mature in May 2027. Huntsman International may increase the 2022 Revolving Credit Facility commitments up to an additional $500 million, subject to the satisfaction of certain conditions. In connection with entering into the 2022 Revolving Credit Facility, Huntsman International terminated all commitments and repaid all obligations under its 2018 $1.2 billion senior unsecured credit facility. See “Note 8.7. Debt—Direct and Subsidiary Debt—Revolving Credit Facility” to our condensed consolidated financial statements.

As of June 30, ~~2022,~~2023, we had ~~$13~~$11 million classified as current portion of debt, including debt at our variable interest entities of $9$10 million and certain other short-term facilities and scheduled amortization payments totaling $4$1 million. We intend to renew, repay or extend the majority of these short-term facilities in the next twelve months.

As of June 30, ~~2022,~~2023, we had approximately ~~$477~~$417 million of cash and cash equivalents held by our foreign subsidiaries, including our variable interest entities. WeWith the exception of certain amounts that we expect to repatriate in the foreseeable future, we intend to use cash held in our foreign subsidiaries to fund our local operations. Nevertheless, we could repatriate additional cash as dividends, ~~which dividends~~and the repatriation of cash as a dividend would generally not be subject to U.S. ~~taxation as a result of the U.S. Tax Reform Act.~~taxation. However, such repatriation may potentially be subject to ~~certain~~limited foreign withholding taxes.

For more information regarding our debt, see “Note 7. Debt” to our condensed consolidated financial statements.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 4. CONTROLS AND PROCEDURES

Our management, with the participation of our chief executive officer and chief financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, ~~2022.~~2023. Based on this evaluation, our chief executive officer and chief financial officer have concluded that, as of June 30, ~~2022,~~2023, our disclosure controls and procedures were effective, in that they ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is (1) recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms and (2) accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

No changes to our internal control over financial reporting occurred during the quarter ended June 30, ~~2022~~2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). However, we can only give reasonable assurance that our internal controls over financial reporting will prevent or detect material misstatements on a timely basis.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

There have been no material developments with respect to the legal proceedings referenced in Part I, Item 3 of our Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2022.

ITEM 1A. RISK FACTORS

For information regarding risk factors, see “Part I. Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2022.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table provides information with respect to shares of our common stock that we repurchased as part of our share repurchase program and shares of restricted stock granted under our stock incentive plans that we withheld upon vesting to satisfy our tax withholding obligations during the three months ended June 30, ~~2022.~~2023.

					Total number of		Approximate dollar						Total number of		Approximate dollar
					shares purchased		value of shares that						shares purchased		value of shares that
	Total number		Average		as part of publicly		may yet be purchased		Total number		Average		as part of publicly		may yet be purchased
	of shares		price paid		announced plans		under the plans or		of shares		price paid		announced plans		under the plans or
	purchased		per share(1)		or programs(2)		programs(2)		purchased		per share(1)		or programs(2)		programs(2)
April 1 - April 30		1,727,274	$	34.80		1,704,834	$	1,630,000,000		704,748	$	26.76		704,748	$	777,000,000
May 1 - May 31		5,765,097		34.82		5,765,001		1,429,000,000		2,100,381		25.46		2,100,381		723,000,000
June 1 - June 30		902,011		34.26		901,588		1,398,000,000		986,545		25.68		984,940		698,000,000
Total		8,394,382		34.76		8,371,423				3,791,674		25.76		3,790,069

(1)

Represents net purchase price per share, exclusive of any fees or commissions.

(2)

On October 26, 2021, our Board of Directors approved a ~~new~~ share repurchase program of $1 billion. ~~In conjunction with the inception of this program, we retired our prior share repurchase program.~~ On March 25, 2022, our Board of Directors increased the authorization of our ~~existing~~ share ~~prepurchase~~repurchase program from $1 billion ~~of repurchases~~ to $2 billion. ~~Similar to our prior~~The share repurchase program ~~the share repurchase program will be~~is supported by our free cash flow generation. Repurchases may be made in the open market, including through accelerated share repurchase programs, or in privately negotiated transactions, and repurchases may be commenced or suspended from time to time without prior notice. Shares of common stock acquired through the repurchase program are held in treasury at cost. During the second quarter of ~~2022,~~2023, we repurchased ~~8,371,423~~3,790,069 shares of our common stock for approximately ~~$291~~$98 million, ~~excluding commissions.~~

including commissions, under this share repurchase program.

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Table of Contents

ITEM 6. EXHIBITS

See the Exhibit Index at the end of this Quarterly Report on Form 10-Q for exhibits filed with this report.

5349

Table of Contents

EXHIBIT INDEX

Incorporated by Reference
Exhibit Number

Exhibit Description
Form
Exhibit
Filing Date
10.1 Credit Agreement, dated May 20, 2022, between Huntsman International LLC, Citibank, N.A., as administrative agent, Citibank, N.A., BOFA Securities, Inc., PNC Capital Markets LLC, TD Securities (USA) LLC and Truist Securities, Inc., as Co-Sustainability Structuring Agents, Bank of America, N.A., PNC Bank, National Association, The Toronto Dominion Bank, New York Branch and Truist Bank, as co-syndication agents, and BMO Harris Bank N.A., Industrial and Commercial Bank of China Limited, New York Branch JPMorgan Chase Bank, N.A. and MUFG Bank, Ltd, as co-documentation agents, and the lenders thereto. 8-K 10.1 May 23, 2022
31.1
*
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2
*
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1
*
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2
*
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS
*
Inline XBRL Instance Document - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101.SCH
*
Inline XBRL Taxonomy Extension Schema

101.CAL
*
Inline XBRL Taxonomy Extension Calculation Linkbase

101.LAB
*
Inline XBRL Taxonomy Extension Label Linkbase

101.PRE
*
Inline XBRL Taxonomy Extension Presentation Linkbase

101.DEF
*
Inline XBRL Taxonomy Extension Definition Linkbase

104

The cover page from this Quarterly Report on Form 10-Q, formatted in Inline XBRL and contained in Exhibit 101

			Incorporated by Reference
Exhibit Number		Exhibit Description	Form	Exhibit	Filing Date
3.1		Amended and Restated Certificate of Incorporation of Huntsman Incorporation, effective as of April 21, 2023	8-K	3.1	April 26, 2023
3.2		Seventh Amended and Restated Bylaws of Huntsman Corporation, effective as of April 21, 2023	8-K	3.2	April 26, 2023
31.1	*	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	*	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	*	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	*	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	*	Inline XBRL Instance Document - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH	*	Inline XBRL Taxonomy Extension Schema
101.CAL	*	Inline XBRL Taxonomy Extension Calculation Linkbase
101.LAB	*	Inline XBRL Taxonomy Extension Label Linkbase
101.PRE	*	Inline XBRL Taxonomy Extension Presentation Linkbase
101.DEF	*	Inline XBRL Taxonomy Extension Definition Linkbase
104		The cover page from this Quarterly Report on Form 10-Q, formatted in Inline XBRL and contained in Exhibit 101

Filed herewith

5450

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.

Dated: August ~~2, 2022~~1, 2023	HUNTSMAN CORPORATION
	HUNTSMAN INTERNATIONAL LLC

	By:	/s/ PHILIP M. LISTER
		Philip M. Lister
		Executive Vice President and Chief Financial Officer
		and Manager (Principal Financial Officer)

	By:	/s/ STEVEN C. JORGENSEN
		Steven C. Jorgensen
		Vice President and Controller (Authorized Signatory and
		Principal Accounting Officer)

5551

Fair value of assets acquired and liabilities assumed:
Cash paid for the Gabriel Acquisition	$	251

Cash	$	9
Accounts receivable		13
Inventories		23
Property, plant and equipment		50
Intangible assets		96
Goodwill		87
Accounts payable		(7	)
Accrued liabilities		(3	)
Deferred income taxes		(17	)
Total fair value of net assets acquired	$	251

	*December 31,*
	*2022*
Carrying amounts of major classes of assets held for sale:
Accounts receivable	$	133
Inventories		151
Other current assets		11
Property, plant and equipment, net		134
Deferred income taxes		13
Operating lease right-of-use assets		15
Other noncurrent assets		15
Total current assets held for sale(1)	$	472
Carrying amounts of major classes of liabilities held for sale:
Accounts payable	$	63
Accrued liabilities		47
Current operating lease liabilities		2
Noncurrent operating lease liabilities		17
Other noncurrent liabilities		65
Total current liabilities held for sale(1)	$	194

	*Six months*
	*ended*
	*June 30, 2021*
Revenues	$	3,865
Net income		260
Net income attributable to Huntsman Corporation		227

	*Workforce reductions*			*Non-cancelable lease and contract termination costs*		*Other restructuring costs*			*Total*
Accrued liabilities as of January 1, 2022	$	28		$	2	$	1		$	31
2022 charges for 2021 and prior initiatives		21			0		3			24
2022 payments for 2021 and prior initiatives		(8	)		0		(4	)		(12	)
Accrued liabilities as of June 30, 2022	$	41		$	2	$	0		$	43