UNITED STATES

~~UNITED STATES~~

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form ~~10‑Q~~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 ~~September 30, 2017~~March 31, 2024

OR

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

~~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~~001-32427	Huntsman Corporation 10003 Woodloch Forest Drive The Woodlands, Texas 77380 (281) 719-6000	Delaware	~~42‑1648585~~42-1648585
~~333‑85141~~333-85141	Huntsman International LLC 10003 Woodloch Forest Drive The Woodlands, Texas 77380 (281) 719-6000	Delaware	~~87‑0630358~~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~~Yes ☒	NONo ☐
Huntsman International LLC	~~YES~~Yes ☒	NONo ☐

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation ~~S‑T~~S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files).

Huntsman Corporation	~~YES~~Yes ☒	NONo ☐
Huntsman International LLC	~~YES~~Yes ☒	NONo ☐

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


Huntsman Corporation	Large accelerated filer ☒	Accelerated filer ☐	~~Non‑accelerated~~Non-accelerated filer ☐ (Do not check if a smaller reporting company)	Smaller reporting company ☐	Emerging growth company ☐
Huntsman International LLC	Large accelerated filer ☐	Accelerated filer ☐	~~Non‑accelerated~~Non-accelerated filer ☒ (Do not check if a smaller reporting company)	Smaller reporting company ☐	Emerging Growth 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 ~~7(a)(2)(B)~~13(a) of the ~~Securities~~Exchange Act.


Huntsman Corporation	~~YES ☐~~	NO ☐
Huntsman International LLC	~~YES ☐~~	NO ☐

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

Huntsman Corporation	~~YES~~Yes ☐	NONo ☒
Huntsman International LLC	~~YES~~Yes ☐	NONo ☒

On ~~October 18, 2017, 240,008,103~~April 22, 2024, 172,996,286 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~~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~~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~~10-Q and, to the extent applicable, is therefore filing this form with a reduced disclosure format.

Table of Contents

~~HUNTSMAN CORPORATION AND SUBSIDIARIES~~

~~HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES~~

~~QUARTERLY REPORT ON FORM 10‑Q FOR THE QUARTERLY PERIOD~~

~~ENDED SEPTEMBER 30, 2017~~

~~FORWARD‑LOOKING~~FORWARD-LOOKING STATEMENTS

Certain information set forth in this report contains ~~“forward‑looking~~“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~~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; 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,~~spin-offs or other distributions, strategic opportunities, ~~securities offerings,~~financing activities, 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, or the potential outcomes thereof, 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~~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~~forward-looking statements from time to time. All such subsequent ~~forward‑looking~~forward-looking statements, whether written or oral, by us or on our behalf, are also expressly qualified by these cautionary statements.

As previously disclosed, on May 21, 2017, Huntsman, Clariant Ltd, a Swiss corporation, (“Clariant”), and HurricaneCyclone Corporation, a Delaware corporation and wholly owned indirect subsidiary of Clariant (“Merger Sub”, collectively, the “Parties”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) which contemplated that Merger Sub would be merged with and into Huntsman, with Huntsman surviving the merger as a wholly-owned subsidiary of Clariant. ~~On October 26, 2017, Huntsman, Clariant and Merger Sub~~ entered into a Termination Agreement, dated as of October 26, 2017 (the “Termination Agreement”), pursuant to which the parties mutually terminated the Merger Agreement. No fees are currently payable under the terms of the Termination Agreement. Huntsman and Clariant also agreed to release each other from certain claims and liabilities arising out of or related to the Merger Agreement or the transactions contemplated therein or thereby. Pursuant to the Termination Agreement, each party agrees to bear its own costs, fees and expenses in connection with Merger Agreement and the transactions contemplated thereby, except for specified joint filing fees and related expenses as set forth in the Merger Agreement. During the three and nine months ended September 30, 2017 and 2016, we incurred merger-related costs of $12 million, $18 million, nil and nil, respectively.

All ~~forward‑looking~~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 ~~result or~~ be achieved. All ~~forward‑looking~~forward-looking statements apply only as of the date made. We undertake no obligation to publicly update or revise ~~forward‑looking~~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~~forward-looking statements contained in or contemplated by this report. Any ~~forward‑looking~~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~~10-K for the year ended December 31, ~~2016.~~ 2023.

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)


	September 30,		December 31,		*March 31,*			*December 31,*
	2017		2016		*2024*			*2023*
ASSETS
Current assets:
Cash and cash equivalents(a)	$	440	$	385
Restricted cash(a)		11		11
Accounts and notes receivable (net of allowance for doubtful accounts of $24 and $23, respectively), ($369 and $328 pledged as collateral, respectively)(a)		1,223		1,168
Cash and cash equivalents⁽¹⁾					$	552		$	540
Accounts and notes receivable (net of allowance for doubtful accounts of $13), ($290 and $224 pledged as collateral, respectively)⁽¹⁾						831			747
Accounts receivable from affiliates		24		15		6			6
Inventories(a)		1,084		918
Prepaid expenses		47		49
Other current assets(a)		193		232
Current assets held for sale		2,745		777
Inventories⁽¹⁾						896			867
Other current assets						158			154
Total current assets		5,767		3,555		2,443			2,314
Property, plant and equipment, net(a)		3,035		3,034
Property, plant and equipment, net⁽¹⁾						2,571			2,376
Investment in unconsolidated affiliates		255		248		457			438
Intangible assets, net(a)		56		43
Intangible assets, net						378			387
Goodwill		139		121		640			644
Deferred income taxes		268		253		109			112
Other noncurrent assets(a)		463		472
Noncurrent assets held for sale		—		1,463
Operating lease right-of-use assets						411			366
Other noncurrent assets⁽¹⁾						563			611
Total assets	$	9,983	$	9,189	$	7,572		$	7,248

LIABILITIES AND EQUITY
Current liabilities:
Accounts payable(a)	$	871	$	774
Accounts payable⁽¹⁾					$	723		$	660
Accounts payable to affiliates		20		16		22			59
Accrued liabilities(a)		537		471
Current portion of debt(a)		29		50
Current liabilities held for sale		1,633		467
Accrued liabilities⁽¹⁾						386			395
Current portion of debt⁽¹⁾						396			12
Current operating lease liabilities⁽¹⁾						52			46
Total current liabilities		3,090		1,778		1,579			1,172
Long-term debt(a)		2,845		4,122
Notes payable to affiliates		—		1
Long-term debt⁽¹⁾						1,660			1,676
Deferred income taxes		426		371		225			243
Other noncurrent liabilities(a)		1,031		1,057
Noncurrent liabilities held for sale		—		393
Noncurrent operating lease liabilities⁽¹⁾						378			334
Other noncurrent liabilities⁽¹⁾						336			345
Total liabilities		7,392		7,722		4,178			3,770
Commitments and contingencies (Notes 13 and 14)
Commitments and contingencies (Notes 15 and 16)
Equity
Huntsman Corporation stockholders’ equity:
Common stock $0.01 par value, 1,200,000,000 shares authorized, 252,529,511 and 250,802,175 shares issued and 238,609,819 and 236,370,347 shares outstanding, respectively		3		3
Common stock $0.01 par value, 1,200,000,000 shares authorized, 262,728,837 and 262,190,459 shares issued and 172,121,709 and 171,583,331 shares outstanding, respectively						3			3
Additional paid-in capital		3,683		3,447		4,231			4,202
Treasury stock, 12,607,223 shares		(150)		(150)
Treasury stock, 90,607,128 shares						(2,290	)		(2,290	)
Unearned stock-based compensation		(19)		(17)		(51	)		(41	)
Accumulated deficit		(48)		(325)
Retained earnings						2,528			2,622
Accumulated other comprehensive loss		(1,358)		(1,671)		(1,269	)		(1,245	)
Total Huntsman Corporation stockholders’ equity		2,111		1,287		3,152			3,251
Noncontrolling interests in subsidiaries		480		180		242			227
Total equity		2,591		1,467		3,394			3,478
Total liabilities and equity	$	9,983	$	9,189	$	7,572		$	7,248

~~(a)~~

(1)

At ~~September 30, 2017~~March 31, 2024 and December 31, ~~2016,~~2023, respectively, ~~$35~~$15 and ~~$20~~$2 of cash and cash equivalents, ~~$11~~$18 and ~~$10 of restricted cash, $29 and $21~~$16 of accounts and notes receivable (net), ~~$42~~$52 and ~~$45~~$48 of inventories, $6$151 and ~~$5 of other current assets, $272 and $279~~$150 of property, plant and equipment (net), ~~$10 each of intangible assets (net), $39~~$33 and ~~$37~~$32 of other noncurrent assets, ~~$81~~$89 and ~~$89~~$84 of accounts payable, ~~$29~~$21 and ~~$30~~$20 of accrued liabilities, ~~$20 and $12~~$9 each of current portion of debt, ~~$94~~$7 and ~~$114~~$8 of ~~long‑term~~current operating lease liabilities, $15 and $17 of long-term debt, $19 and ~~$80~~$21 of noncurrent operating lease liabilities and ~~$76~~$16 and $15 of other noncurrent liabilities from consolidated variable interest entities are included in the respective balance sheet captions above. See “Note 5.6. 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.

Three months

Nine months

ended

ended

September 30,

September 30,

2017

2016

2017

2016
Revenues:








Trade sales, services and fees, net

$
2,137

$
1,802

$
6,048

$
5,519
Related party sales

32

29

107

95
Total revenues

2,169

1,831

6,155

5,614
Cost of goods sold

1,695

1,475

4,852

4,444
Gross profit

474

356

1,303

1,170
Operating expenses:

Selling, general and administrative

198

185

583

564
Research and development

35

34

103

103
Restructuring, impairment and plant closing costs

1

38

13

56
Merger costs

12

—

18

—
Other operating expense (income), net

5

(2)

(9)

(3)
Total expenses

251

255

708

720
Operating income

223

101

595

450
Interest expense

(39)

(52)

(134)

(153)
Equity in income of investment in unconsolidated affiliates

1

1

4

4
Loss on early extinguishment of debt

(35)

(1)

(36)

(3)
Other income (loss), net

1

(3)

2

(1)
Income from continuing operations before income taxes

151

46

431

297
Income tax expense

(35)

(6)

(78)

(65)
Income from continuing operations

116

40

353

232
Income (loss) from discontinued operations, net of tax

63

24

101

(12)
Net income

179

64

454

220
Net income attributable to noncontrolling interests

(32)

(9)

(64)

(22)
Net income attributable to Huntsman Corporation

$
147

$
55

$
390

$
198

Basic income (loss) per share:

Income from continuing operations attributable to Huntsman Corporation common stockholders

$
0.36

$
0.13

$
1.22

$
0.89
Income (loss) from discontinued operations attributable to Huntsman Corporation common stockholders, net of tax

0.26

0.10

0.42

(0.05)
Net income attributable to Huntsman Corporation common stockholders

$
0.62

$
0.23

$
1.64

$
0.84
Weighted average shares

238.5

236.3

238.0

236.2

Diluted income (loss) per share:

Income from continuing operations attributable to Huntsman Corporation common stockholders

$
0.34

$
0.13

$
1.19

$
0.88
Income (loss) from discontinued operations attributable to Huntsman Corporation common stockholders, net of tax

0.26

0.10

0.41

(0.05)
Net income attributable to Huntsman Corporation common stockholders

$
0.60

$
0.23

$
1.60

$
0.83
Weighted average shares

244.0

240.1

243.5

239.1
Amounts attributable to Huntsman Corporation common stockholders:

Income from continuing operations

$
84

$
31

$
289

$
210
Income (loss) from discontinued operations, net of tax

63

24

101

(12)
Net income

$
147

$
55

$
390

$
198
Dividends per share

$
0.125

$
0.125

$
0.375

$
0.375

	*Three months*
	*ended*
	*March 31,*
	*2024*			*2023*
Revenues:
Trade sales, services and fees, net	$	1,436		$	1,573
Related party sales		34			33
Total revenues		1,470			1,606
Cost of goods sold		1,269			1,337
Gross profit		201			269
Operating expenses:
Selling, general and administrative		176			188
Research and development		31			30
Restructuring, impairment and plant closing costs (credits)		11			(7	)
Gain on acquisition of assets, net		(52	)		—
Prepaid asset write-off		71			—
Other operating loss (income), net		2			(3	)
Total operating expenses		239			208
Operating (loss) income		(38	)		61
Interest expense, net		(19	)		(18	)
Equity in income of investment in unconsolidated affiliates		19			12
Other income, net		2			—
(Loss) income from continuing operations before income taxes		(36	)		55
Income tax benefit (expense)		20			(11	)
(Loss) income from continuing operations		(16	)		44
(Loss) income from discontinued operations, net of tax		(7	)		122
Net (loss) income		(23	)		166
Net income attributable to noncontrolling interests		(14	)		(13	)
Net (loss) income attributable to Huntsman Corporation	$	(37	)	$	153

Basic (loss) income per share:
(Loss) income from continuing operations attributable to Huntsman Corporation common stockholders	$	(0.18	)	$	0.17
(Loss) income from discontinued operations attributable to Huntsman Corporation common stockholders, net of tax		(0.04	)		0.67
Net (loss) income attributable to Huntsman Corporation common stockholders	$	(0.22	)	$	0.84
Weighted average shares		171.8			182.7

Diluted (loss) income per share:
(Loss) income from continuing operations attributable to Huntsman Corporation common stockholders	$	(0.18	)	$	0.17
(Loss) income from discontinued operations attributable to Huntsman Corporation common stockholders, net of tax		(0.04	)		0.66
Net (loss) income attributable to Huntsman Corporation common stockholders	$	(0.22	)	$	0.83
Weighted average shares		171.8			184.4

Amounts attributable to Huntsman Corporation:
(Loss) income from continuing operations	$	(30	)	$	31
(Loss) income from discontinued operations, net of tax		(7	)		122
Net (loss) income	$	(37	)	$	153

	*Three months*
	*ended*
	*March 31,*
	*2024*			*2023*
Net (loss) income	$	(23	)	$	166
Other comprehensive (loss) income, net of tax:
Foreign currency translations adjustments		(36	)		54
Pension and other postretirement benefits adjustments		8			74
Other, net		5			(1	)
Other comprehensive (loss) income, net of tax		(23	)		127
Comprehensive (loss) income		(46	)		293
Comprehensive income attributable to noncontrolling interests		(15	)		(15	)
Comprehensive (loss) income attributable to Huntsman Corporation	$	(61	)	$	278

Three months

Nine months

ended

ended

September 30,

September 30,


2017

2016


2017

2016
Net income

$
179

$
$ 64

$
454

$
220
Other comprehensive income (loss), net of tax:

Foreign currency translations adjustments

66

15

201

(11)
Pension and other postretirement benefits adjustments

18

11

55

35
Other, net

(1)

4

(3)

(2)
Other comprehensive income, net of tax

83

30

253

22
Comprehensive income

262

94

707

242
Comprehensive income attributable to noncontrolling interests

(37)

(9)

(76)

(22)
Comprehensive income attributable to Huntsman Corporation

$
225

$
85

$
631

$
220

	*Huntsman Corporation Stockholders' Equity*
																	*Accumulated*
	*Shares*					*Additional*					*Unearned*						*other*			*Noncontrolling*
	*common*			*Common*		*paid-in*		*Treasury*			*stock-based*			*Retained*			*comprehensive*			*interests in*		*Total*
	*stock*			*stock*		*capital*		*stock*			*compensation*			*earnings*			*loss*			*subsidiaries*		*equity*
Balance, January 1, 2024		171,583,331		$	3	$	4,202	$	(2,290	)	$	(41	)	$	2,622		$	(1,245	)	$	227	$	3,478
Net (loss) income		—			—		—		—			—			(37	)		—			14		(23	)
Other comprehensive (loss) income		—			—		—		—			—			—			(24	)		1		(23	)
Issuance of nonvested stock awards		—			—		19		—			(19	)		—			—			—		—
Vesting of stock awards		722,117			—		2		—			—			—			—			—		2
Recognition of stock-based compensation		—			—		—		—			9			—			—			—		9
Repurchase and cancellation of stock awards		(225,895	)		—		—		—			—			(5	)		—			—		(5	)
Stock options exercised		42,156			—		8		—			—			(8	)		—			—		—
Dividends declared on common stock ($0.25 per share)		—			—		—		—			—			(44	)		—			—		(44	)
Balance, March 31, 2024		172,121,709		$	3	$	4,231	$	(2,290	)	$	(51	)	$	2,528		$	(1,269	)	$	242	$	3,394

	*Huntsman Corporation Stockholders' Equity*
																	*Accumulated*
	*Shares*					*Additional*					*Unearned*						*other*			*Noncontrolling*
	*common*			*Common*		*paid-in*		*Treasury*			*stock-based*			*Retained*			*comprehensive*			*interests in*			*Total*
	*stock*			*stock*		*capital*		*stock*			*compensation*			*earnings*			*loss*			*subsidiaries*			*equity*
Balance, January 1, 2023		183,634,464		$	3	$	4,156	$	(1,937	)	$	(35	)	$	2,705		$	(1,268	)	$	216		$	3,840
Net income		—			—		—		—			—			153			—			13			166
Other comprehensive income		—			—		—		—			—			—			125			2			127
Issuance of nonvested stock awards		—			—		32		—			(32	)		—			—			—			—
Vesting of stock awards		1,016,782			—		5		—			—			—			—			—			5
Recognition of stock-based compensation		—			—		1		—			9			—			—			—			10
Repurchase and cancellation of stock awards		(301,231	)		—		—		—			—			(9	)		—			—			(9	)
Stock options exercised		16,245			—		1		—			—			(1	)		—			—			—
Treasury stock repurchased		(3,472,020	)		—		—		(101	)		—			—			—			—			(101	)
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

Table of Contents

HUNTSMAN CORPORATION AND SUBSIDIARIES

~~CONDENSED CONSOLIDATED STATEMENTS OF EQUITY~~

~~(In Millions, Except Share Amounts)~~

Huntsman Corporation Stockholders' Equity

Accumulated

Shares

Additional

Unearned

other

Noncontrolling

Common

Common

paid-in

Treasury

stock-based

Accumulated

comprehensive

interests in

Total


stock

stock

capital

stock

compensation

deficit

loss

subsidiaries

equity
Balance, January 1, 2017

236,370,347

$
3

$
3,447

$
(150)

$
(17)

$
(325)

$
(1,671)

$
180

$
1,467
Net income

—

—

��

—

—

390

—

64

454
Other comprehensive income

—

—

—

—

—

—

313

(60)

253
Issuance of nonvested stock awards

—

—

17

—

(17)

—

—

—

—
Vesting of stock awards

1,200,218

—

8

—

—

—

—

—

8
Recognition of stock-based compensation

—

—

7

—

13

—

—

—

20
Repurchase and cancellation of stock awards

(348,887)

—

—

—

—

(8)

—

—

(8)
Contribution from noncontrolling interests

—

—

—

—

—

—

—

4

4
Dividends paid to noncontrolling interests

—

—

—

—

—

—

—

(26)

(26)
Disposition of a portion of P&A Business

—

—

209

—

—

—

—

—

209
Separation costs of P&A Business

—

—

(40)

—

—

—

—

—

(40)
Conversion of restricted awards to P&A Business awards

—

—

(2)

—

2

—

—

—

—
Minority interest on disposal of P&A Business

—

—

—

—

—

—

—

318

318
Stock options exercised

1,388,141

—

37

—

—

(15)

—

—

22
Dividends declared on common stock

—

—

—

—

—

(90)

—

—

(90)
Balance, September 30, 2017

238,609,819

$
3

$
3,683

$
(150)

$
(19)

$
(48)

$
(1,358)

$
480

$
2,591

Balance, January 1, 2016

237,080,026

$
3

$
3,407

$
(135)

$
(17)

$
(528)

$
(1,288)

$
187

$
1,629
Net income

—

—

—

—

—

198

—

22

220
Other comprehensive income

—

—

—

—

—

—

22

—

22
Issuance of nonvested stock awards

—

—

17

—

(17)

—

—

—

—
Vesting of stock awards

895,660

—

2

—

—

—

—

—

2
Recognition of stock-based compensation

—

—

7

—

13

—

—

—

20
Repurchase and cancellation of stock awards

(249,155)

—

—

—

—

(3)

—

—

(3)
Dividends paid to noncontrolling interests

—

—

—

—

—

—

—

(26)

(26)
Stock options exercised

35,170

—

—

—

—

—

—

—

—
Treasury stock repurchased

(1,444,769)

—

15

(15)

—

—

—

—

—
Excess tax shortfall related to stock-based compensation

—

—

(3)

—

—

—

—

—

(3)
Dividends declared on common stock

—

—

—

—

—

(90)

—

—

(90)
Balance, September 30, 2016

236,316,932

$
3

$
3,445

$
(150)

$
(21)

$
(423)

$
(1,266)

$
183

$
1,771

~~See accompanying notes to condensed consolidated financial statements.~~

~~HUNTSMAN CORPORATION AND SUBSIDIARIES~~

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Millions)

Nine months

ended

September 30,

2017

2016
Operating Activities:

Net income

$
454

$
220
Less: (Income) loss from discontinued operations

(101)

12
Income from continuing operations

353

232
Adjustments to reconcile income from continuing operations to net cash provided by operating activities from continuing operations:

Equity in income of investment in unconsolidated affiliates

(4)

(4)
Depreciation and amortization

235

238
(Gain) loss on disposal of businesses/assets, net

(5)

1
Loss on early extinguishment of debt

36

3
Noncash interest expense

7

12
Noncash restructuring and impairment charges

—

2
Deferred income taxes

24

90
Noncash gain on foreign currency transactions

(4)

—
Stock-based compensation

25

23
Other, net

3

(3)
Changes in operating assets and liabilities:

Accounts and notes receivable

(148)

(3)
Inventories

(118)

133
Prepaid expenses

2

(6)
Other current assets

31

(14)
Other noncurrent assets

(22)

(13)
Accounts payable

95

(11)
Accrued liabilities

46

49
Other noncurrent liabilities

(18)

7
Net cash provided by operating activities from continuing operations

538

736
Net cash provided by operating activities from discontinued operations

205

112
Net cash provided by operating activities

743

848

Investing Activities:

Capital expenditures

(159)

(214)
Investment in unconsolidated affiliates

—

(2)
Acquisition of business, net of cash acquired

(14)

—
Proceeds from sale of businesses/assets

21

—
Cash received from termination of cross-currency interest rate contracts

7

—
Change in restricted cash

—

1
Other, net

—

2
Net cash used in investing activities from continuing operations

(145)

(213)
Net cash used in investing activities from discontinued operations

(49)

(57)
Net cash used in investing activities

(194)

(270)

	*Three months*
	*ended*
	*March 31,*
	*2024*			*2023*
Operating activities:
Net (loss) income	$	(23	)	$	166
Less: Loss (income) from discontinued operations, net of tax		7			(122	)
(Loss) income from continuing operations		(16	)		44
Adjustments to reconcile (loss) income from continuing operations to net cash used in operating activities from continuing operations:
Equity in income of investment in unconsolidated affiliates		(19	)		(12	)
Depreciation and amortization		69			69
Noncash lease expense		19			17
Gain on acquisition of assets, net		(52	)		—
Noncash prepaid asset write-off		71			—
Deferred income taxes		(33	)		(20	)
Noncash stock-based compensation		9			9
Other, net		6			—
Changes in operating assets and liabilities:
Accounts and notes receivable		(87	)		(23	)
Inventories		(38	)		(50	)
Other current assets		(1	)		23
Other noncurrent assets		(2	)		(17	)
Accounts payable		30			(75	)
Accrued liabilities		(9	)		(70	)
Other noncurrent liabilities		(10	)		(17	)
Net cash used in operating activities from continuing operations		(63	)		(122	)
Net cash used in operating activities from discontinued operations		(2	)		(32	)
Net cash used in operating activities		(65	)		(154	)

Investing activities:
Capital expenditures		(42	)		(46	)
Cash received from sale of businesses, net		12			541
Other, net		—			(2	)
Net cash (used in) provided by investing activities from continuing operations		(30	)		493
Net cash used in investing activities from discontinued operations		—			(4	)
Net cash (used in) provided by investing activities		(30	)		489

Financing activities:
Net borrowings (repayments) on revolving loan facilities		191			(220	)
Repayments of long-term debt		(3	)		(4	)
Principal payments on note payable		(28	)		—
Dividends paid to common stockholders		(44	)		(44	)
Distributions paid to noncontrolling interests		—			(4	)
Repurchase and cancellation of awards		(5	)		(9	)
Repurchase of common stock		(1	)		(97	)
Other, net		(2	)		(1	)
Net cash provided by (used in) financing activities		108			(379	)
Effect of exchange rate changes on cash		(1	)		5
Increase (decrease) in cash and cash equivalents		12			(39	)
Cash and cash equivalents at beginning of period		540			654
Cash and cash equivalents at end of period	$	552		$	615

Supplemental cash flow information:
Cash paid for interest	$	12		$	10
Cash paid for income taxes		15			29

~~(Continued)~~

~~HUNTSMAN CORPORATION AND SUBSIDIARIES~~

~~CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)~~

~~(In Millions)~~

Nine months

ended

September 30,

2017

2016
Financing Activities:

Net repayments under revolving loan facilities

$
(36)

$
—
Net repayments on overdraft facilities

—

(1)
Repayments of short-term debt

(10)

(41)
Borrowings on short-term debt

6

8
Repayments of long-term debt

(1,439)

(795)
Proceeds from long-term debt of P&A Business

750

—
Proceeds from issuance of long-term debt

24

552
Repayments of notes payable

(20)

(25)
Borrowings on notes payable

11

31
Debt issuance costs paid

(21)

(8)
Dividends paid to noncontrolling interests

(26)

(26)
Contribution from noncontrolling interests

4

—
Dividends paid to common stockholders

(90)

(90)
Repurchase and cancellation of stock awards

(8)

(3)
Proceeds from issuance of common stock

22

—
Proceeds from the IPO of P&A Business

522

—
Cash paid for expenses of the IPO of P&A Business

(40)

—
Other, net

2

1
Net cash used in financing activities

(349)

(397)
Effect of exchange rate changes on cash

12

1
Increase in cash and cash equivalents

212

182
Cash and cash equivalents from continuing operations at beginning of period

385

236
Cash and cash equivalents from discontinued operations at beginning of period

29

21
Cash and cash equivalents at end of period

$
626

$
439

Supplemental cash flow information:

Cash paid for interest

$
122

$
139
Cash (received) paid for income taxes

(31)

29

~~As of September 30, 2017~~For both March 31, 2024 and ~~2016,~~2023, the amount of capital expenditures in accounts payable was $39 million and $43 million, respectively. In addition, as of September 30, 2017, the amount of cash taxes included in our supplemental cash flow information related to cash paid for income taxes that was paid by our P&A Business after the IPO date was $5$21 million.

See accompanying notes to condensed consolidated financial statements.

Table of Contents

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(In ~~Millions)~~Millions, Except Unit Amounts)

	*March 31,*			*December 31,*
	*2024*			*2023*
ASSETS
Current assets:
Cash and cash equivalents⁽¹⁾	$	552		$	540
Accounts and notes receivable (net of allowance for doubtful accounts of $13), ($290 and $224 pledged as collateral, respectively)⁽¹⁾		831			747
Accounts receivable from affiliates		6			6
Inventories⁽¹⁾		896			867
Other current assets		163			159
Total current assets		2,448			2,319
Property, plant and equipment, net⁽¹⁾		2,571			2,376
Investment in unconsolidated affiliates		457			438
Intangible assets, net		378			387
Goodwill		640			644
Deferred income taxes		109			112
Operating lease right-of-use assets		411			366
Other noncurrent assets⁽¹⁾		563			611
Total assets	$	7,577		$	7,253

LIABILITIES AND EQUITY
Current liabilities:
Accounts payable⁽¹⁾	$	723		$	659
Accounts payable to affiliates		22			59
Accrued liabilities⁽¹⁾		381			390
Current portion of debt⁽¹⁾		396			12
Current operating lease liabilities⁽¹⁾		52			46
Total current liabilities		1,574			1,166
Long-term debt⁽¹⁾		1,660			1,676
Deferred income taxes		230			247
Noncurrent operating lease liabilities⁽¹⁾		378			334
Other noncurrent liabilities⁽¹⁾		332			339
Total liabilities		4,174			3,762
Commitments and contingencies (Notes 15 and 16)
Equity
Huntsman International LLC members’ equity:
Members’ equity, 2,728 units issued and outstanding		3,793			3,785
Retained earnings		622			709
Accumulated other comprehensive loss		(1,254	)		(1,230	)
Total Huntsman International LLC members’ equity		3,161			3,264
Noncontrolling interests in subsidiaries		242			227
Total equity		3,403			3,491
Total liabilities and equity	$	7,577		$	7,253

September 30,

December 31,

��
2017

2016
ASSETS

Current assets:

Cash and cash equivalents(a)

$
438

$
384
Restricted cash(a)

11

11
Accounts and notes receivable (net of allowance for doubtful accounts of $24 and $23, respectively), ($369 and $328 pledged as collateral, respectively)(a)

1,222

1,168
Accounts receivable from affiliates

353

329
Inventories(a)

1,084

918
Prepaid expenses

46

49
Other current assets(a)

193

227
Current assets held for sale

2,745

777
Total current assets

6,092

3,863
Property, plant and equipment, net(a)

3,031

3,012
Investment in unconsolidated affiliates

255

248
Intangible assets, net(a)

57

43
Goodwill

139

121
Deferred income taxes

268

253
Other noncurrent assets(a)

464

472
Noncurrent assets held for sale

—

1,463
Total assets

$
10,306

$
9,475

LIABILITIES AND EQUITY

Current liabilities:

Accounts payable(a)

$
871

$
773
Accounts payable to affiliates

67

51
Accrued liabilities(a)

538

468
Notes payable to affiliates

100

100
Current portion of debt(a)

29

50
Current liabilities held for sale

1,633

467
Total current liabilities

3,238

1,909
Long-term debt(a)

2,845

4,122
Notes payable to affiliates

717

697
Deferred income taxes

421

367
Other noncurrent liabilities(a)

1,030

1,051
Noncurrent liabilities held for sale

—

393
Total liabilities

8,251

8,539
Commitments and contingencies (Notes 13 and 14)

Equity

Huntsman International LLC members’ equity:

Members’ equity, 2,728 units issued and outstanding

3,412

3,226
Accumulated deficit

(483)

(779)
Accumulated other comprehensive loss

(1,354)

(1,691)
Total Huntsman International LLC members’ equity

1,575

756
Noncontrolling interests in subsidiaries

480

180
Total equity

2,055

936
Total liabilities and equity

$
10,306

$
9,475

(1)

~~(a)~~

At ~~September 30, 2017~~March 31, 2024 and December 31, ~~2016,~~2023, respectively, ~~$35~~$15 and ~~$20~~$2 of cash and cash equivalents, ~~$11~~$18 and ~~$10 of restricted cash, $29 and $21~~$16 of accounts and notes receivable (net), ~~$42~~$52 and ~~$45~~$48 of inventories, $6$151 and ~~$5 of other current assets, $272 and $279~~$150 of property, plant and equipment (net), ~~$10 each of intangible assets (net), $39~~$33 and ~~$37~~$32 of other noncurrent assets, ~~$81and~~ $89 and $84 of accounts payable, ~~$29~~$21 and ~~$30~~$20 of accrued liabilities, ~~$20 and $12~~$9 each of current portion of debt, ~~$94~~$7 and ~~$114~~$8 of ~~long‑term~~current operating lease liabilities, $15 and $17 of long-term debt, $19 and ~~$80~~$21 of noncurrent operating lease liabilities and ~~$76~~$16 and $15 of other noncurrent liabilities from consolidated variable interest entities are included in the respective balance sheet captions above. See “Note 5.6. 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.

Table of Contents

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In Millions)

	*Three months*
	*ended*
	*March 31,*
	*2024*			*2023*
Revenues:
Trade sales, services and fees, net	$	1,436		$	1,573
Related party sales		34			33
Total revenues		1,470			1,606
Cost of goods sold		1,269			1,337
Gross profit		201			269
Operating expenses:
Selling, general and administrative		174			186
Research and development		31			30
Restructuring, impairment and plant closing costs (credits)		11			(7	)
Gain on acquisition of assets, net		(52	)		—
Prepaid asset write-off		71			—
Other operating loss (income), net		2			(3	)
Total operating expenses		237			206
Operating (loss) income		(36	)		63
Interest expense, net		(19	)		(18	)
Equity in income of investment in unconsolidated affiliates		19			12
Other income, net		2			—
(Loss) income from continuing operations before income taxes		(34	)		57
Income tax benefit (expense)		20			(11	)
(Loss) income from continuing operations		(14	)		46
(Loss) income from discontinued operations, net of tax		(7	)		122
Net (loss) income		(21	)		168
Net income attributable to noncontrolling interests		(14	)		(13	)
Net (loss) income attributable to Huntsman International LLC	$	(35	)	$	155

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

Nine months

ended

ended

September 30,

September 30,


2017

2016


2017

2016
Net income

$
177

$
63

$
450

$
218
Other comprehensive income (loss), net of tax:

Foreign currency translations adjustment

65

15

199

(11)
Pension and other postretirement benefits adjustments

39

14

80

40
Other, net

—

3

(2)

(2)
Other comprehensive income (loss), net of tax

104

32

277

27
Comprehensive income

281

95

727

245
Comprehensive income attributable to noncontrolling interests

(37)

(9)

(76)

(22)
Comprehensive income attributable to Huntsman International LLC

$
244

$
86

$
651

$
223

	*Three months*
	*ended*
	*March 31,*
	*2024*			*2023*
Net (loss) income	$	(21	)	$	168
Other comprehensive (loss) income, net of tax:
Foreign currency translations adjustments		(36	)		54
Pension and other postretirement benefits adjustments		8			74
Other, net		5			—
Other comprehensive (loss) income, net of tax		(23	)		128
Comprehensive (loss) income		(44	)		296
Comprehensive income attributable to noncontrolling interests		(15	)		(15	)
Comprehensive (loss) income attributable to Huntsman International LLC	$	(59	)	$	281

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

Accumulated

comprehensive

interests in

Total


Units

Amount

deficit

loss

subsidiaries

equity
Balance, January 1, 2017

2,728

$
3,226

$
(779)

$
(1,691)

$
180

$
936
Net income

—

—

386

—

64

450
Dividends paid to parent

—

—

(90)

—

—

(90)
Other comprehensive income

—

—

—

337

(60)

277
Contribution from parent

—

26

—

—

—

26
Contribution from noncontrolling interests

—

—

—

—

4

4
Dividends paid to noncontrolling interests

—

—

—

—

(26)

(26)
Separation costs of P&A Business

—

(40)

—

—

—

(40)
Minority interest on disposal of P&A Business

—

—

—

—

318

318
Other

—

(9)

—

—

—

(9)
Disposition of a portion of P&A Business

—

209

—

—

—

209
Balance, September 30, 2017

2,728

$
3,412

$
(483)

$
(1,354)

$
480

$
2,055

Balance, January 1, 2016

2,728

$
3,196

$
(983)

$
(1,316)

$
187

$
1,084
Net income

—

—

196

—

22

218
Dividends paid to parent

—

—

(90)

—

—

(90)
Other comprehensive income

—

—

—

27

—

27
Contribution from parent

—

24

—

—

—

24
Dividends paid to noncontrolling interests

—

—

—

—

(26)

(26)
Excess tax shortfall related to stock-based compensation

—

(3)

—

—

—

(3)
Balance, September 30, 2016

2,728

$
3,217

$
(877)

$
(1,289)

$
183

$
1,234

	*Huntsman International LLC Members*
	*Members'*							*Accumulated other*			*Noncontrolling*
	*equity*							*comprehensive*			*interests in*		*Total*
	*Units*		*Amount*		*Retained earnings*			*loss*			*subsidiaries*		*equity*
Balance, January 1, 2024		2,728	$	3,785	$	709		$	(1,230	)	$	227	$	3,491
Net (loss) income		—		—		(35	)		—			14		(21	)
Other comprehensive (loss) income		—		—		—			(24	)		1		(23	)
Dividends paid to parent		—		—		(43	)		—			—		(43	)
Contribution from parent		—		8		—			—			—		8
Distribution to parent		—		—		(9	)		—			—		(9	)
Balance, March 31, 2024		2,728	$	3,793	$	622		$	(1,254	)	$	242	$	3,403

	*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
Distributions to noncontrolling interests		—		—		—			—			(4	)		(4	)
Distribution to parent		—		—		(109	)		—			—			(109	)
Balance, March 31, 2023		2,728	$	3,769	$	1,133		$	(1,127	)	$	227		$	4,002

See accompanying notes to condensed consolidated financial statements.

Table of Contents

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Millions)

Nine months

ended

September 30,

2017

2016
Operating Activities:

Net income

$
450

$
218
Less: (Income) loss from discontinued operations

(98)

17
Income from continuing operations

352

235
Adjustments to reconcile income from continuing operations to net cash provided by operating activities from continuing operations:

Equity in income of investment in unconsolidated affiliates

(4)

(4)
Depreciation and amortization

227

228
(Gain) loss on disposal of businesses/assets, net

(5)

1
Loss on early extinguishment of debt

36

3
Noncash interest expense

19

20
Noncash restructuring and impairment charges

—

2
Deferred income taxes

24

90
Noncash gain on foreign currency transactions

(4)

—
Noncash compensation

24

22
Other, net

3

—
Changes in operating assets and liabilities:

Accounts and notes receivable

(147)

(3)
Inventories

(118)

133
Prepaid expenses

3

(5)
Other current assets

30

(15)
Other noncurrent assets

(22)

(13)
Accounts payable

84

(20)
Accrued liabilities

45

49
Other noncurrent liabilities

(11)

13
Net cash provided by operating activities from continuing operations

536

736
Net cash provided by operating activities from discontinued operations

202

107
Net cash provided by operating activities

738

843

Investing Activities:

Capital expenditures

(159)

(214)
Investment in unconsolidated affiliates

—

(2)
Acquisition of business, net of cash acquired

(14)

—
Proceeds from sale of businesses/assets

21

—
Increase in receivable from affiliate

(3)

3
Cash received from termination of cross-currency interest rate contracts

7

—
Change in restricted cash

—

1
Other, net

1

2
Net cash used in investing activities from continuing operations

(147)

(210)
Net cash used in investing activities from discontinued operations

(49)

(57)
Net cash provided by (used in) investing activities

(196)

(267)

	*Three months*
	*ended*
	*March 31,*
	*2024*			*2023*
Operating activities:
Net (loss) income	$	(21	)	$	168
Less: Loss (income) from discontinued operations, net of tax		7			(122	)
(Loss) income from continuing operations		(14	)		46
Adjustments to reconcile (loss) income from continuing operations to net cash used in operating activities from continuing operations:
Equity in income of investment in unconsolidated affiliates		(19	)		(12	)
Depreciation and amortization		69			69
Noncash lease expense		19			17
Gain on acquisition of assets, net		(52	)		—
Noncash prepaid asset write-off		71			—
Deferred income taxes		(32	)		(19	)
Noncash stock-based compensation		8			8
Other, net		5			(3	)
Changes in operating assets and liabilities:
Accounts and notes receivable		(87	)		(23	)
Inventories		(38	)		(50	)
Other current assets		(1	)		29
Other noncurrent assets		(2	)		(17	)
Accounts payable		30			(75	)
Accrued liabilities		(9	)		(75	)
Other noncurrent liabilities		(10	)		(17	)
Net cash used in operating activities from continuing operations		(62	)		(122	)
Net cash used in operating activities from discontinued operations		(2	)		(32	)
Net cash used in operating activities		(64	)		(154	)

Investing activities:
Capital expenditures		(42	)		(46	)
Cash received from sale of businesses, net		12			541
Increase in receivable from affiliate		(9	)		(109	)
Other, net		—			(1	)
Net cash (used in) provided by investing activities from continuing operations		(39	)		385
Net cash used in investing activities from discontinued operations		—			(4	)
Net cash (used in) provided by investing activities		(39	)		381

Financing activities:
Net borrowings (repayments) on revolving loan facilities		191			(220	)
Repayments of long-term debt		(3	)		(4	)
Principal payments on note payable		(28	)		—
Dividends paid to parent		(43	)		(43	)
Distributions paid to noncontrolling interests		—			(4	)
Other, net		(1	)		—
Net cash provided by (used in) financing activities		116			(271	)
Effect of exchange rate changes on cash		(1	)		5
Increase (decrease) in cash and cash equivalents		12			(39	)
Cash and cash equivalents at beginning of period		540			654
Cash and cash equivalents at end of period	$	552		$	615

Supplemental cash flow information:
Cash paid for interest	$	12		$	10
Cash paid for income taxes		15			29

~~(Continued)~~

~~HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES~~

~~CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)~~

~~(In Millions)~~

Nine months

ended

September 30,

2017

2016
Financing Activities:

Net repayments under revolving loan facilities

$
(36)

$
—
Net repayments on overdraft facilities

—

(1)
Repayments of short-term debt

(10)

(41)
Borrowings on short-term debt

6

8
Repayments of long-term debt

(1,439)

(795)
Proceeds from long-term debt of P&A Business

750

—
Proceeds from issuance of long-term debt

24

552
Repayments of notes payable to affiliate

—

(1)
Proceeds from issuance of notes payable from affiliate

21

—
Repayments of notes payable

(20)

(25)
Borrowings on notes payable

11

31
Debt issuance costs paid

(21)

(8)
Dividends paid to noncontrolling interests

(26)

(26)
Contribution from noncontrolling interests

4

—
Dividends paid to parent

(90)

(90)
Proceeds from the IPO of P&A Business

522

—
Cash paid for expenses of the IPO of P&A Business

(40)

—
Other, net

1

1
Net cash used in financing activities

(343)

(395)
Effect of exchange rate changes on cash

12

1
Increase in cash and cash equivalents

211

182
Cash and cash equivalents from continuing operations at beginning of period

384

236
Cash and cash equivalents from discontinued operations at beginning of period

29

21
Cash and cash equivalents at end of period

$
624

$
439

Supplemental cash flow information:

Cash paid for interest

$
122

$
139
Cash (received) paid for income taxes

(31)

29

~~As of September 30, 2017~~For both March 31, 2024 and ~~2016,~~2023, the amount of capital expenditures in accounts payable was $39 million and $43 million, respectively. During the nine months ended September 30, 2017 and 2016, Huntsman Corporation contributed $24 million and $22 million, respectively, related to stock-based compensation for continuing operations. In addition, as of September 30, 2017, the amount of cash taxes included in our supplemental cash flow information related to cash paid for income taxes that was paid by our P&A Business after the IPO date was $5$21 million.

See accompanying notes to condensed consolidated financial statements.

Table of Contents

HUNTSMAN CORPORATION AND SUBSIDIARIES

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. GENERAL

~~1. GENERAL~~

Certain Definitions

~~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~~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~~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, 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~~10-K for the year ended December 31, ~~2016~~2023 for our Company and Huntsman International.

~~DESCRIPTION OF BUSINESS~~Description of Businesses

We are a global manufacturer of ~~differentiated~~diversified organic chemical products. We operate in three segments: Polyurethanes, Performance Products and Advanced 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, ~~personal care and hygiene,~~ durable and non-durable consumer products, ~~digital inks,~~ electronics, ~~medical,~~insulation, 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, ~~surfactants,~~ maleic anhydride and epoxy-based polymer ~~formulations, textile chemicals and dyes.~~

formulations. We operate in four segments: Polyurethanes, Performance Products, Advanced Materials and Textile Effects. In August 2017, we separated our Titanium Dioxide and Performance Additives business (the “P&A Business”) through an initial public offering (“IPO”) of ordinary shares of Venator Materials PLC (“Venator”), formerly our wholly-owned subsidiary (the “Separation”). Beginning in the third quarter of 2017, we reported the results of the former P&A Business as discontinued operations. See “Note 4. Discontinued Operations.” In a series of transactions beginning in 2006, we sold or shut down substantially all of our Australian styrenics operations and our North American polymers and base chemicals operations. We also report the results of these businesses as discontinued operations.

~~COMPANY~~

Our Company, a Delaware corporation, was formed in 2004 to hold the Huntsman businesses. Jon M. Huntsman founded the predecessor to our Company in 1970 as a small packaging company. Since then, we have grown through a series of acquisitions and now own a global portfolio of businesses.

~~Currently, we~~ operate all of our businesses through Huntsman International, our wholly-owned subsidiary. Huntsman International is a Delaware limited liability company and was formed in 1999.

~~Table of Contents~~

Huntsman Corporation and Huntsman International Financial Statements

~~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;

~~the different capital structures; and~~

~~a note payable from Huntsman International to us.~~

~~PRINCIPLES OF CONSOLIDATION~~Principles of Consolidation

Our condensed consolidated financial statements include the accounts of our ~~wholly‑owned~~wholly-owned and ~~majority‑owned~~majority-owned subsidiaries and any variable interest entities for which we are the primary beneficiary. Intercompany accounts and transactions have been eliminated.

~~RECLASSIFICATIONS~~Huntsman International declared and paid to us distributions in the form of certain affiliate accounts receivable during 2024 and 2023.

Certain amounts in the consolidated financial statements for prior periods have been reclassified to conform with the current presentation. These reclassifications were to record the assets and liabilities as held for sale and resultsUse of operations of the former P&A Business to discontinued operations. See “Note 4. Discontinued Operations.” In connection with the separation of the P&A Business, certain entities were removed from the debt guarantor structure. The unaudited condensed consolidated financial information included in “Note 19. Condensed Consolidating Financial Information of Huntsman International LLC” has been presented as if the new debt guarantor structure existed for all periods presented.

~~RECENT DEVELOPMENTS~~

~~Separation of the P&A Business~~

~~In August 2017, we separated the P&A Business and conducted an IPO of ordinary shares of Venator, formerly a wholly-owned subsidiary of Huntsman.~~ All of such ordinary shares were sold by Huntsman and Venator did not receive any proceeds from the offering. Venator’s ordinary shares began trading on The New York Stock Exchange under the symbol “VNTR” on August 3, 2017. Huntsman retains approximately 75% ownership in Venator. Beginning in the third quarter of 2017, we reported the results of operations of the P&A Business as discontinued operations. For more information, see “Note 4. Discontinued Operations.”

~~In August 2017, we made early prepayments of $1,207 million on our senior credit facilities (“Senior Credit Facilities”), of which $106 million was paid on our~~ ~~extended term loan B facility due 2015 (“2015 Extended Term Loan B”), $347 million was paid on our~~ ~~term loan B facility due 2021 (“2021 Term Loan B”), and $754 million was paid on our~~ ~~term loan B facility due 2023~~ ~~(“2023 Term Loan B”)~~. The funds used to pay down the debt included $732 million received from Venator ($750 million of debt raised by Venator net of $18 million of debt issuance costs), upon its payment of intercompany debt obligations owed to Huntsman and $475 million from proceeds of the Venator IPO. In connection with the $1,207 million prepayments of our term loans, we recognized a loss on early extinguishment of debt of $34 million. See “Note 7. Debt—Direct and Subsidiary Debt—Senior Credit Facilities.”

~~Termination of Huntsman and Clariant Merger Agreement~~

~~Table of Contents~~

Clariant also agreed to release each other from certain claims and liabilities arising out of or related to the Merger Agreement or the transactions contemplated therein or thereby. Pursuant to the Termination Agreement, each party agrees to bear its own costs, fees and expenses in connection with Merger Agreement and the transactions contemplated thereby, except for specified joint filing fees and related expenses as set forth in the Merger Agreement. During the three and nine months ended September 30, 2017 and 2016, we incurred merger-related costs of $12 million, $18 million, nil and nil, respectively.

~~Debt Prepayment~~

In addition to the debt prepayments made in connection with the separation of our former P&A Business and the Venator IPO described above, on October 25, 2017, we made an early prepayment of $100 million on our 2023 Term Loan B from existing cash. See “Note 7. Debt—Direct and Subsidiary Debt—Senior Credit Facilities.”

~~USE OF ESTIMATES~~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.

Table of Contents

2. ~~RECENTLY ISSUED~~ ACCOUNTING ~~PRONOUNCEMENTS~~STANDARDS

~~Accounting Pronouncements Adopted During 2017~~RECENTLY ADOPTED ACCOUNTING STANDARDS

~~In July 2015, the~~On January 1, 2024, we adopted Financial Accounting Standards Board ~~(“FASB”) issued~~(FASB) Accounting Standards Update ~~(“ASU”)~~ (ASU) No. ~~2015-11,~~ ~~Inventory~~2023-07,Segment Reporting (Topic ~~330)~~280): ~~Simplifying~~Improvements to Reportable Segment Disclosures; however, the ~~Measurement of Inventory~~. The amendments in this ASU do not apply to inventory that is measured using last-in first-out (“LIFO”) or the retail inventory method, but rather does apply to all other inventory, which includes inventory that is measured using first-in first-out or average cost. An entity should measure in scope inventory at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Subsequent measurement is unchanged for inventory measured using LIFO or the retail inventory method. The amendments in this ASUrequired disclosures are effective for ~~fiscal years,~~our 2024 annual reporting and interim periods within ~~those~~ fiscal years beginning after December 15, 2016. The amendments in this ASU should be applied prospectively. We adopted the amendments in this ASU effective January 1, 2017, and the initial adoption of the amendment in this ASU did not have a significant impact on our condensed consolidated financial statements.

~~In March 2016, the FASB issued ASU No. 2016‑09,~~ ~~Compensation—Stock Compensation (Topic 718): Improvements to Employee Share‑Based Payment Accounting~~. The amendments in this ASU simplify several aspects of the accounting for share‑based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. We adopted the amendments in this ASU effective January 1, 2017, and the initial adoption of the amendment in this ASU did not have a significant impact on our condensed consolidated financial statements.

~~In January 2017, the FASB issued ASU No. 2017‑04,~~ ~~Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment~~. The amendments in this ASU simplify the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. Under the amendments in this ASU, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying value, which eliminates the current requirement to calculate a goodwill impairment charge by comparing the implied fair value of goodwill with its carrying amount. The amendments in this ASU are effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The amendments in this ASU should be applied on a prospective basis. We adopted the amendments in this ASU effective January 1, 2017 and the initial adoption of the amendments in this ASU did not have a significant impact on our condensed consolidated financial statements.

~~Table of Contents~~

~~Accounting Pronouncements Pending Adoption in Future Periods~~

~~In May 2014, the FASB issued ASU No. 2014‑09,~~ ~~Revenue from Contracts with Customers (Topic 606)~~, outlining a single comprehensive model for entities to use in accounting for revenues arising from contracts with customers and supersedes most current revenue recognition guidance. In August 2015, the FASB issued ASU No. 2015‑14, ~~Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, deferring the effective date of ASU No. 2014‑09 for all entities by one year. Further, in March 2016, the FASB issued ASU No. 2016‑08,~~ ~~Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net), clarifying the implementation guidance on principal versus agent considerations, in April 2016, the FASB issued ASU No. 2016‑10,~~ ~~Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing~~, clarifying the implementation guidance on identifying performance obligations in a contract and determining whether an entity’s promise to grant a license provides a customer with either a right to use the entity’s intellectual property (which is satisfied at a point in time) or a right to access the entity’s intellectual property (which is satisfied over time), in May 2016, the FASB issued ASU No. 2016‑12, ~~Revenue from Customers (Topic 606): Narrow‑Scope Improvements and Practical Expedients, providing clarifications and practical expedients for certain narrow aspects in Topic 606, and in December 2016, the FASB issued ASU 2016‑20,~~ ~~Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers~~. The amendments in these ASUs are effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. The amendments in ASU No. 2014‑09, ASU No. 2016‑08, ASU No. 2016‑10, ASU No. 2016‑12 and ASU No. 2016‑20 should be applied retrospectively, and early application is permitted. We are substantially complete with our analysis to identify areas that will be impacted by the adoption of the amendments in ASU No. 2014‑09, ASU No. 2016‑08, ASU No. 2016‑10, ASU No. 2016‑12 and ASU No. 2016‑20 on our condensed consolidated financial statements. At this time, other than additional required disclosures, we do not expect the adoption of the amendments in these ASUs to have a significant impact on our condensed consolidated financial statements. The standard will be adopted in our fiscal year 2018, and we have elected the modified retrospective approach as the transition method.

~~In February 2016, the FASB issued ASU No. 2016-02,~~ ~~Leases (Topic 842)~~. The amendments in this ASU will increase transparency and comparability among entities by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The amendments in this ASU will require lessees to recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. The amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early application of the amendments in this ASU is permitted for all entities. Reporting entities are required to recognize and measure leases under these amendments at the beginning of the earliest period presented using a modified retrospective approach. 2024. We are currently evaluating the impact of the adoption of ~~the amendments in~~ this ~~ASU~~accounting standard on our ~~condensed~~ consolidated financial statements and ~~believe,~~related disclosures.

ACCOUNTING STANDARDS PENDING ADOPTION IN FUTURE PERIODS

The following relevant accounting standard becomes effective subsequent to fiscal year 2024, and we are currently evaluating the impact of the future adoption of this accounting standard on our consolidated financial statements and related disclosures:

●

FASB ASU No.2023-09,Income Taxes (Topic 740): Improvements to Income Tax Disclosures, effective for annual periods of fiscal years beginning after December 15, 2024 and interim periods within fiscal years beginning after December 15, 2025

3. BUSINESS COMBINATIONS AND ACQUISITIONS

SEPARATION AND ACQUISITION OF ASSETS OF SLIC JOINT VENTURE

On January 31, 2024, we completed the planned separation and acquisition of assets of Shanghai Lianheng Isocyanate Company Ltd. (“SLIC”), our joint venture with BASF and three Chinese chemical companies. The final purchase price of the acquired assets will be determined based on an asset valuation, which we currently expect to be completed in the first half of 2024. The acquisition of the assets was funded in part with Huntsman Polyurethanes Shanghai Ltd., our 70%-owned consolidated joint venture in China (“HPS”), issuing a U.S. dollar equivalent note payable at closing of approximately $218 million, as adjusted to reflect the preliminary ~~assessment,~~valuation and is subject to further change pending the final valuation. As of March 31, 2024, the note payable has been reduced by approximately $28 million to reflect cash payments made during the quarter. We expect that the remainder of the note payable will be paid by the end of 2024 using available funds at HPS. Upon liquidation of the joint venture, all remaining cash of SLIC, primarily resulting from the proceeds received by SLIC, will be distributed back to the joint venture partners. We currently anticipate that the liquidation will be completed by mid-2025.

The acquisition is being integrated into our Polyurethanes segment. Transaction costs related to this acquisition were not material for the three months ended March 31, 2024.

We have accounted for the acquisition using the acquisition method. As such, we ~~will record significant additional right-to-use~~analyzed the fair value of assets acquired. The preliminary allocation of acquisition cost to the assets acquired is summarized as follow (dollars in millions):

Fair value of assets acquired:
Accounts receivable	$	20
Inventories		10
Property, plant and equipment		233
Other long-term assets		23
Deferred income taxes		1
Total	$	287

The acquisition cost allocation is preliminary pending final determination of the fair value of assets acquired, including final valuation of certain inventories, property, plant and equipment, leases, other long-term assets and ~~lease obligations.~~deferred taxes. It is possible that material changes to this preliminary valuation and allocation of acquisition cost could occur. The preliminary estimate of the total fair value of the assets acquired is in excess of the acquisition cost resulting in a preliminary net bargain purchase gain of approximately $52 million. Concurrent with the acquisition of assets, we wrote off certain prepaid assets of approximately $71 million related to operating agreements with SLIC and other joint venture partners.

~~In August 2016,~~According to the ~~FASB issued ASU No. 2016-15,~~ ~~Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments~~. The amendments in this ASU clarify and include specific guidance to address diversity in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is permitted, including adoption in an interim period. The amendments in this ASU should be applied using a retrospective transition method to each period presented. We do not expect the adoptionoperating agreement of the ~~amendments~~joint venture, SLIC sold all of its output to the joint venture partners with no external sales. After the separation and acquisition of assets, we use all of the output of the acquired assets for internal use. As such, the acquired business has no external revenues or net income.

Table of Contents

4. DISCONTINUED OPERATIONS

SaLEof tEXTILE eFFECTS bUSINESS

On February 28, 2023, we completed the sale of our textile chemicals and dyes business (“Textile Effects Business”) to Archroma, a portfolio company of SK Capital Partners (“Archroma”), and during the first quarter of 2024, we finalized the purchase price valued at $597 million, which includes adjustments to the purchase price for working capital plus the assumption of underfunded pension liabilities. Additionally, during the first quarter of 2024, we recorded a net charge of approximately $8 million related to certain post-closing indemnification obligations and other outstanding charges between the parties. During the first quarter of 2024, we have paid cash taxes of approximately $1 million, and we expect to pay additional cash taxes of approximately $11 million.

The following table reconciles major line items constituting pretax (loss) income of discontinued operations to after-tax (loss) income of discontinued operations, primarily related to our Textile Effects Business, as presented in ~~this ASU to have a significant impact on~~ our condensed consolidated ~~financial statements.~~statements of operations (dollars in millions):

~~In October 2016, the FASB issued ASU No. 2016-16,~~ ~~Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory~~. The amendments in this ASU require entities to recognize the current and deferred income taxes for an intra-entity transfer of an asset other than inventory when the transfer occurs, as opposed to deferring the recognition of the income tax consequences until the asset has been sold to an outside party. The amendments in this ASU are effective for annual reporting periods beginning after December 31, 2017, including interim reporting periods within those annual reporting periods. Early adoption is permitted for all entities as of the beginning of an annual reporting period for which financial statements (interim or annual) have not been issued or made available for issuance. The amendments in this ASU should be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. We do not expect the adoption of the amendments in this ASU to have a significant impact on our condensed consolidated financial statements.

	*Three months*
	*ended*
	*March 31,*
	*2024*			*2023*
Major line items constituting pretax (loss) income of discontinued operations:
Trade sales, services and fees, net	$	—		$	88
Cost of goods sold		—			(69	)
(Loss) gain on sale of our Textile Effects Business, net		(8	)		153
Other expense items, net		—			(35	)
(Loss) income from discontinued operations before income taxes		(8	)		137
Income tax benefit (expense)		1			(15	)
Net (loss) income attributable to discontinued operations	$	(7	)	$	122

~~Table of Contents~~

5. INVENTORIES

~~In November 2016, the FASB issued ASU No. 2016‑18,~~ ~~Statement of Cash Flows (Topic 230): Restricted Cash~~. The amendments in this ASU require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning‑of‑period and end‑of‑period total amounts shown on the statement of cash flows. The amendments in this ASU are effective for fiscal years beginning after December 15, 2017, and interim period within those fiscal years. Early adoption is permitted, including adoption in an interim period. The amendments in this ASU should be applied using a retrospective transition method to each period presented. We ~~do not expect the adoption of the amendments in this ASU to have a significant impact on~~state our ~~condensed consolidated financial statements.~~

~~In January 2017, the FASB issued ASU No. 2017‑01,~~ ~~Business Combinations (Topic 805): Clarifying the Definition of a Business~~. The amendments in this ASU clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The amendments in this ASU are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early application is permitted. The amendments in this ASU should be applied prospectively on or after the effective date. No disclosures are required at transition. We do not expect the adoption of the amendments in this ASU to have a significant impact on our condensed consolidated financial statements.

~~In March 2017, the FASB issued ASU No. 2017-07,~~ ~~Compensation—Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost~~. The amendments in this ASU require that an employer report the service cost component of net periodic pension cost and net periodic postretirement benefit cost in the same line items as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of net benefit cost are required to be presented in the income statement separately from the service cost component and outside of income from operations. The amendments in this ASU also allow only the service cost component to be eligible for capitalization when applicable (for example, as a cost of internally manufactured inventory or a self-constructed asset). The amendments in this ASU are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The amendments in this ASU should be applied retrospectively for the presentation of the service cost component and the other components of net periodic pension cost and net periodic postretirement benefit cost in the income statement and prospectively, on and after the effective date, for the capitalization of the service cost component of net periodic pension cost and net periodic postretirement benefit cost in assets. The amendments in this ASU will impact the presentation of our condensed consolidated financial statements. Our current presentation of service cost components is consistent with the amendments in this ASU. Upon adoption of the amendments in this ASU, we expect to present the other components within other nonoperating income, whereas we currently present these within cost of goods sold and selling, general and administrative expenses.

~~In August 2017, the FASB issued ASU No. 2017‑12,~~ ~~Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities~~. The amendments in this ASU better align an entity’s risk management activities and financial reporting for hedging relationships through changes to both the designation and measurement guidance for qualifying hedging relationships as well as the recognition and presentation of the effects of the hedging instrument and the hedged item in the financial statements to increase the understandability of the results of an entity’s intended hedging strategies. The amendments in this ASU also include certain targeted improvements to ease the application of current guidance related to the assessment of hedge effectiveness. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application is permitted in any interim period after the issuance of this ASU. Transition requirements and elections should be applied to hedging relationships existing on the date of adoption. For cash flow and net investment hedges, an entity should apply a cumulative-effect adjustment related to eliminating the separate measurement of ineffectiveness, and the amended presentation and disclosure guidance is required only prospectively. We do not expect the adoption of the amendments in this ASU to have a significant impact on our condensed consolidated financial statements.

~~Table of Contents~~

~~3. INVENTORIES~~

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


	September 30,		December 31,		*March 31,*			*December 31,*
	2017		2016		*2024*			*2023*
Raw materials and supplies	$	218	$	157	$	199		$	191
Work in progress		54		45		40			39
Finished goods		867		771		694			673
Total		1,139		973		933			903
LIFO reserves		(55)		(55)		(37	)		(36	)
Net inventories	$	1,084	$	918	$	896		$	867

For both ~~September 30, 2017~~March 31, 2024 and December 31, ~~2016,~~2023, approximately ~~13%~~8% of inventories were recorded using the LIFO cost method.

~~4. DISCONTINUED OPERATIONS~~

In August 2017, we separated the P&A Business and conducted an IPO of ordinary shares of Venator, formerly a wholly-owned subsidiary of Huntsman. Following the IPO, we retained approximately 75% ownership in Venator. We intend to monetize our retained ownership in Venator at prevailing market conditions and expect to implement multiple follow-on capital market or block transactions to permit the orderly distribution of our retained shares.

In August 2017, we entered into a separation agreement, a transition services agreement (“TSA”) and a registration rights agreement with Venator to effect the Separation and provide a framework for a short term set of transition services as well as a tax matters agreement and an employee matters agreement. Pursuant to the TSA, we will, for a limited time following the Separation, provide Venator with certain services and functions that the parties have historically shared, including administrative, payroll, human resources, data processing, environmental, health and safety, financial audit support, financial transaction support, marketing support, information technology systems and various other corporate and support services. We may also provide Venator with additional services that Venator and Huntsman may identify from time to time in the future. In general, the services began following the Separation and cover a period not expected to exceed 24 months; however, Venator may terminate individual services provided by us under the TSA early, as it becomes able to operate its business without such services.

Table of Contents

~~The following table summarizes the major classes of assets and liabilities constituting assets and liabilities held for sale:~~

September 30,

December 31,

2017

2016
Carrying amounts of major classes of assets held for sale:

Accounts receivable

$
411

$
234
Inventories

432

426
Other current assets

280

117
Total current assets(1)

777
Property, plant and equipment, net

1,290

1,178
Deferred income taxes

195

143
Other noncurrent assets

137

142
Total noncurrent assets(1)

1,463
Total assets held for sale

$
2,745

$
2,240
Carrying amounts of major classes of liabilities in held for sale:

Accounts payable

$
319

$
297
Accrued liabilities

213

145
Other current liabilities

16

25
Total current liabilities(1)

467
Deferred income taxes

—

56
Long term debt

747

—
Other noncurrent liabilities

338

337
Total noncurrent liabilities(1)

393
Total liabilities held for sale

$
1,633

$
860

~~(1)~~

The assets and liabilities held for sale are classified as current as of September 30, 2017 because it is probable that the sale of the remaining 75% interest in Venator ordinary shares will occur and proceeds will be collected within one year.

~~The following table summarizes major classes of line items constituting pretax and after-tax income of discontinued operations:~~

~~Table of Contents~~

~~Huntsman Corporation~~

Three months

Nine months

ended

ended

September 30,

September 30,


2017

2016

2017

2016
Major classes of line items constituting pretax income (loss) of discontinued operations:

Trade sales, services and fees, net

$
589

$
540

$
1,700

$
1,670
Cost of goods sold

470

496

1,421

1,566
Selling, general and administrative

54

42

128

131
Restructuring, impairment and plant closing costs

17

8

51

32
Business separation expenses

11

—

32

—
Other operating income, net

(51)

(23)

(83)

(37)
Other loss (income), net

8

—

9

(2)
Income (loss) from discontinued operations before income taxes

80

17

142

(20)
Income tax (expense) benefit

(17)

7

(41)

8
Income (loss) from discontinued operations, net of tax

63

24

101

(12)
Net income attributable to noncontrolling interests

(2)

(3)

(8)

(8)
Net income (loss) attributable to discontinued operations

$
61

$
21

$
93

$
(20)

~~Huntsman International~~

Three months

Nine months

ended

ended

September 30,

September 30,


2017

2016

2017

2016
Major classes of line items constituting pretax income (loss) of discontinued operations:

Trade sales, services and fees, net

$
589

$
540

$
1,700

$
1,670
Cost of goods sold

471

498

1,424

1,571
Selling, general and administrative

54

42

128

131
Restructuring, impairment and plant closing costs

17

8

51

32
Business separation expenses

11

—

32

—
Other operating income, net

(51)

(23)

(83)

(37)
Other loss (income), net

8

—

9

(2)
Income (loss) from discontinued operations before income taxes

79

15

139

(25)
Income tax (expense) benefit

(17)

7

(41)

8
Income (loss) from discontinued operations, net of tax

62

22

98

(17)
Net income attributable to noncontrolling interests

(2)

(3)

(8)

(8)
Net income (loss) attributable to discontinued operations

$
60

$
19

$
90

$
(25)

5.6. 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 ~~Chemtura~~Lanxess that manufactures products for our Polyurethanes and Performance Products segments. The structure of the joint venture is such that the total equity investment at risk is not sufficient to permit the joint venture to finance its activities without additional financial support. By virtue of the operating agreement with this joint venture, we purchase a majority of the output, absorb a majority of the operating costs and provide a majority of the additional funding.

●

Arabian Amines Company (“AAC”) is our 50%-owned joint venture with Zamil group that manufactures products for our Performance Products segment. ~~As required in the operating agreement governing this joint~~

~~Table of Contents~~

~~venture, we purchase all of Arabian Amines Company’s production and sell it to our customers. Substantially all of the joint venture’s activities are conducted on our behalf.~~

Sasol‑Huntsman is our 50%-owned joint venture with Sasol that owns and operates a maleic anhydride facility in Moers, Germany. This joint venture manufactures products for our Performance Products segment. The joint venture uses our technology and expertise, and we bear a disproportionate amount of risk of loss due to a related‑party loan to Sasol‑Huntsman for which we bear the default risk.

During the three months ended March 31, 2024, 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 7.8. Debt—Direct and Subsidiary Debt.” As the primary beneficiary of these variable interest entities at ~~September 30, 2017,~~March 31, 2024, the joint ventures’ assets, liabilities and results of operations are included in our condensed consolidated financial statements.

The following table summarizes the carrying ~~amount~~amounts of our variable interest entities’ assets and liabilities included in our condensed consolidated balance ~~sheets~~sheet as of ~~September 30, 2017~~March 31, 2024 and our consolidated balance ~~sheets~~sheet as of December 31, ~~2016~~2023 (dollars in millions):


	September 30,		December 31,		*March 31,*		*December 31,*
	2017		2016		*2024*		*2023*
Current assets	$	124	$	103	$	85	$	67
Property, plant and equipment, net		272		279		151		150
Operating lease right-of-use assets						26		29
Other noncurrent assets		107		99		126		125
Deferred income taxes		43		43		13		13
Intangible assets		10		10
Goodwill		14		12
Total assets	$	570	$	546	$	401	$	384

Current liabilities	$	131	$	131	$	126	$	121
Long-term debt		94		114		15		17
Noncurrent operating lease liabilities						19		21
Other noncurrent liabilities						16		15
Deferred income taxes		11		10		1		1
Other noncurrent liabilities		80		76
Total liabilities	$	316	$	331	$	177	$	175

~~The revenues, income from continuing operations before income taxes and net cash provided by~~Certain operating activities for our variable interest entities for the three ~~and nine~~ months ended ~~September 30, 2017~~ March 31, 2024 and ~~2016~~2023 are as follows (dollars in millions):

	*Three months*
	*ended*
	*March 31,*
	*2024*		*2023*
Income from continuing operations before income taxes	$	18	$	15
Net cash provided by operating activities		19		25

Three months

Nine months

ended

ended

September 30,

September 30,

2017

2016

2017

2016
Revenues
$
32

$
24

$
99

$
72
Income from continuing operations before income taxes

8

2

22

12
Net cash provided by operating activities

20

13

42

37

Prior to the Separation, we held variable interests in two additional joint ventures for which we were the primary beneficiary: Pacific Iron Products Sdn Bhd and Viance, LLC. In connection with the Separation, these variable interests are now held by Venator. As such, the assets and liabilities of these variable interest entities are now included as part of discontinued operations. See “Note 4. Discontinued Operations.”

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6.7. RESTRUCTURING, IMPAIRMENT AND PLANT CLOSING COSTS

As of ~~September 30, 2017~~March 31, 2024 and December 31, ~~2016,~~2023, accrued restructuring costs ~~of continuing operations~~ by type of cost ~~and initiative~~ consisted of the following (dollars in millions):

Non-cancelable

Other

Workforce

Demolition and

lease and contract

restructuring


reductions(1)

decommissioning

termination costs

costs

Total(2)
Accrued liabilities as of January 1, 2017

$
4

$
19

$
40

$
5

$
68
2017 charges for 2016 and prior initiatives

—

5

1

1

7
2017 charges for 2017 initiatives

6

—

—

—

6
2017 payments for 2016 and prior initiatives

—

(21)

(1)

(2)

(24)
2017 payments for 2017 initiatives

(2)

—

—

—

(2)
Foreign currency effect on liability balance

1

1

2

—

4
Accrued liabilities as of September 30, 2017

$
9

$
4

$
42

$
4

$
59

~~(1)~~

~~The workforce reduction reserves relate to the termination of 163 positions, of which 116 positions had not been terminated as of September 30, 2017.~~

~~(2)~~

~~Accrued liabilities by initiatives were as follows (dollars in millions):~~

September 30,

December 31,

2017

2016
2015 and prior initiatives

$
55

$
67
2016 initiatives

—

1
2017 initiatives

4

—
Total

$
59

$
68

	*Workforce reductions*			*Other restructuring costs*			*Total*
Accrued liabilities as of January 1, 2024	$	27		$	—		$	27
Charges		6			2			8
Payments		(15	)		(2	)		(17	)
Accrued liabilities as of March 31, 2024	$	18		$	—		$	18

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

Performance

Advanced

Textile

Corporate


Polyurethanes

Products

Materials

Effects

and other

Total

Accrued liabilities as of January 1, 2017

$
2

$
—

$
3

$
61

$
2

$
68

2017 charges for 2016 and prior initiatives

—

—

—

7

—

7

2017 charges for 2017 initiatives

—

—

—

6

—

6

2017 payments for 2016 and prior initiatives

(1)

—

—

(23)

—

(24)

2017 payments for 2017 initiatives

—

—

—

(2)

—

(2)

Foreign currency effect on liability balance

—

—

—

4

—

4

Accrued liabilities as of September 30, 2017

$
1

$
—

$
3

53

$
2

$
59

Current portion of restructuring reserves

$
1

$
—

$
2

$
14

$
2

$
19

Long-term portion of restructuring reserves

—

—

1

39

—

40

				*Performance*			*Advanced*			*Corporate*
	*Polyurethanes*			*Products*			*Materials*			*and other*			*Total*
Accrued liabilities as of January 1, 2024	$	8		$	7		$	4		$	8		$	27
Charges		2			—			6			—			8
Payments		(7	)		(2	)		(4	)		(4	)		(17	)
Accrued liabilities as of March 31, 2024	$	3		$	5		$	6		$	4		$	18

Current portion of restructuring reserves	$	3		$	5		$	3		$	4		$	15
Long-term portion of restructuring reserves		—			—			3			—			3

Details with respect to cash and noncash restructuring charges from continuing operations for the three ~~and nine~~ months ended ~~September 30, 2017~~ March 31, 2024 and ~~2016 by initiative~~2023 are provided below (dollars in millions):

Three months ended September 30, 2017

Nine months ended September 30, 2017
Cash charges:

2017 charges for 2016 and prior initiatives

$
2

$
7
2017 charges for 2017 initiatives

—

6
Pension-related charges

—

1
Accelerated depreciation

—

2
Gain on sale of land

(1)

(3)
Total 2017 Restructuring, Impairment and Plant Closing Costs

$
1

$
13

	*Three months*
	*ended*
	*March 31,*
	*2024*		*2023*
Cash charges (credits)	$	8	$	(7	)
Noncash charges:
Accelerated depreciation		3		—
Total restructuring, impairment and plant closing costs (credits)	$	11	$	(7	)

Three months ended September 30, 2016

Nine months ended September 30, 2016
Cash charges:

2016 charges for 2015 and prior initiatives

$
40

$
56
2016 charges for 2016 initiatives

1

4
Gain on sale of land

(3)

(3)
Reversal of reserves no longer required

—

(1)
Total 2016 Restructuring, Impairment and Plant Closing Costs

$
38

$
56

Table of Contents

~~2017 RESTRUCTURING ACTIVITIES~~Restructuring Activities

~~In September 2011, we implemented a significant restructuring of our Textile Effects segment, including~~Beginning in the closure of our production facilities and business support offices in Basel, Switzerland (the “2011 Textile Effects Restructuring”). In connection with this restructuring plan, during the nine months ended September 30, 2017, our Textile Effects segment recorded restructuring expense of approximately $4 million associated with this initiative. We expect to receive an income of upfront installment payment from the sale of property at the Basel, Switzerland site of approximately $5 million through the end of 2017 to cover our large portion of contract settlement payments.

~~During the~~ first quarter of ~~2017, we~~2024, our Advanced Materials segment implemented ~~the first phase of~~ a restructuring program to ~~improve competitiveness~~optimize the segment’s manufacturing processes and cost structure in ~~our Textile Effects segment.~~the U.S. to better align with future market opportunities. In connection with this restructuring program, we recorded net restructuring expense of $7approximately $8 million in the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2024, primarily related ~~primarily~~ to workforce ~~reductions.~~reductions and accelerated depreciation. We expect to ~~incur additional charges~~record further restructuring expenses of approximately $2$11 million through ~~the end 2017.~~2025, primarily related to accelerated depreciation.

~~2016 RESTRUCTURING ACTIVITIES~~

~~In December 2015,~~Beginning in the fourth quarter of 2022, we implemented a restructuring program to further realign our ~~Performance Products segment announced plans for a reorganization~~cost structure with additional restructuring in Europe. This program is associated with all of ~~its commercial~~our segments and ~~technical functions~~includes exiting and ~~a refocused divisional business strategy~~consolidating certain facilities, workforce relocation to ~~better position the segment for growth in coming years. In addition, a program was launched to capture growth opportunities, improve manufacturing~~lower cost ~~efficiency~~locations and ~~reduce inventories.~~further personnel rationalization. In connection with this restructuring program, we recorded net restructuring expense of ~~$16~~approximately $2 million for the three months ended March 31, 2024, primarily related to site closures. During the first quarter of 2023, we evaluated the then current developments of this program and related anticipated cash costs, and we recorded a net restructuring credit of approximately $8 million for the three months ended March 31, 2023, primarily to adjust restructuring reserves that were no longer required for certain workforce reductions. We expect to record further restructuring expenses of approximately $3 million through the first half of 2025.

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. During the three months ended March 31, 2024, we recorded net restructuring expense of approximately nil. During the first quarter of 2023, we evaluated the then current developments of this program and related anticipated cash costs, and we recorded a net restructuring credit of approximately $5 million for the three months ended March 31, 2023, primarily to adjust restructuring reserves that were no longer required for certain workforce reductions. We expect to record further restructuring expenses of approximately $1 million through 2024.

Beginning in the second quarter of 2020, our Advanced Materials segment implemented restructuring programs in connection with our 2020 acquisition of CVC Thermoset Specialties, the alignment of the segment’s commercial organization and optimization of the segment’s manufacturing processes. In connection with these restructuring programs, we recorded net restructuring expense of approximately nil and $2 million in the ~~nine~~three months ended ~~September 30, 2016.~~March 31, 2024 and 2023, respectively, primarily related to a site closure and accelerated depreciation. We expect to record further restructuring expenses of approximately $1 million through the first half of 2024.

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 $2 million in the ~~2011 Textile Effects Restructuring, during the nine~~three months ended September 30, 2016, our Textile Effects segment recorded charges of $8 million for non‑cancelable long‑term contract termination costs and $28 million for decommissioning associated with this initiative.March 31, 2023, primarily related to workforce reductions.

8. DEBT

~~7. DEBT~~

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

	*March 31,*		*December 31,*
	*2024*		*2023*
Senior credit facilities:
Revolving facility	$	195	$	—
Senior notes		1,463		1,471
Amounts outstanding under A/R programs		163		169
Note payable		190		—
Variable interest entities		24		26
Other		21		22
Total debt	$	2,056	$	1,688
Current portion of debt	$	396	$	12
Long-term portion of debt		1,660		1,676
Total debt	$	2,056	$	1,688

~~Huntsman Corporation~~Direct and Subsidiary Debt

September 30,

December 31,


2017

2016
Senior Credit Facilities:


   Term loans

$
592

$
1,967
Amounts outstanding under A/R programs

184

208
Senior notes

1,913

1,812
Variable interest entities

114

126
Other

71

59
Total debt—excluding debt to affiliates

$
2,874

$
4,172
Total current portion of debt

$
29

$
50
Long-term portion

2,845

4,122
Total debt—excluding debt to affiliates

$
2,874

$
4,172
Total debt—excluding debt to affiliates

$
2,874

$
4,172
Notes payable to affiliates-noncurrent

—

1
Total debt

$
2,874

$
4,173

~~Huntsman International~~

September 30,

December 31,


2017

2016
Senior Credit Facilities:

   Term loans

$
592

$
1,967
Amounts outstanding under A/R programs

184

208
Senior notes

1,913

1,812
Variable interest entities

114

126
Other

71

59
Total debt—excluding debt to affiliates

$
2,874

$
4,172
Total current portion of debt

$
29

$
50
Long-term portion

2,845

4,122
Total debt—excluding debt to affiliates

$
2,874

$
4,172
Total debt—excluding debt to affiliates

$
2,874

$
4,172
Notes payable to affiliates-current

100

100
Notes payable to affiliates-noncurrent

717

697
Total debt

$
3,691

$
4,969

~~DIRECT AND SUBSIDIARY DEBT~~

~~Huntsman Corporation’s direct debt and guarantee obligations consist of a guarantee of certain indebtedness incurred from time to time to finance certain insurance premiums.~~ Substantially all of our ~~other~~ debt, including the facilities described below, has been incurred by our subsidiaries (primarily Huntsman International). Huntsman Corporation is not a guarantor of such subsidiary debt.

Certain of our subsidiaries ~~are designated as nonguarantor subsidiaries (“Nonguarantors”) and~~ have ~~third‑party debt agreements. These~~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.

Unamortized

Discounts and

Committed

Principal

Debt Issuance

Carrying

Facility

Amount

Outstanding

Costs

Value

Interest Rate(3)

Maturity
Revolving Facility

$
650

$
—
(1)
$
—
(1)
$
—
(1)
USD LIBOR plus 2.50%

2021
2023 Term Loan B

N/A

611

(19)

592

USD LIBOR plus 3.00%(2)

2023

(1)

~~(1)~~

~~We had no borrowings outstanding under our Revolving Facility;~~On March 31, 2024, we had ~~approximately $8~~an additional $10 million (U.S. dollar equivalents) of letters of credit and bank guarantees issued and outstanding under our 2022Revolving Credit Facility.

(2)

~~(2)~~

Interest rates on borrowings under the 2022 Revolving Credit Facility vary based on the type of loan and Huntsman International’s debt ratings. The ~~2023 Term Loan B is subject to a 0.75% LIBOR floor.~~

~~(3)~~

~~The applicable~~representative interest rate for U.S. dollar borrowings as of the Revolving Facility is subject to certain secured leverage ratio thresholds. As of September 30, 2017, the weighted average interest rate on our outstanding balances under the Senior Credit FacilitiesMarch 31, 2024 was ~~approximately 4%.~~1.525% above Term SOFR.

Table of Contents

~~Seventeenth Amendment to Credit Agreement~~

~~On June 15, 2017, Huntsman International entered into a seventeenth amendment to the agreement governing the Senior Credit Facilities. The amendment permitted us to complete the Separation.~~

In connection with the Separation, the amendment permitted the incurrence of certain indebtedness of Venator and the internal restructuring of the P&A Business assets. With the completion of the Separation, Venator and its subsidiaries were designated as unrestricted subsidiaries.

A/R Programs

Our U.S. accounts receivable securitization program (“U.S. A/R Program”) and our European accounts receivable securitization program (“EU A/R Program” and collectively with the U.S. A/R Program, “A/R Programs”) are structured so that we transfer certain of our trade receivables to the U.S. special purpose entity (“U.S. SPE”) and the European special purpose entity (“EU SPE”) in transactions intended to be true sales or true contributions. The receivables collateralize debt incurred by the U.S. SPE and the EU SPE.

On January 22, 2024, we entered into an amendment to our U.S. A/R Program that extended the scheduled maturity date of our U.S. A/R Program from July 2024 to January 2027. In addition, on January 31, 2024, we entered into an amendment to our EU A/R Program, effective as of February 15, 2024, that extended the scheduled maturity date of our EU A/R Program from July 2024 to July 2027. Aside from the extended maturity dates, these amendments to our A/R Programs secured substantially similar terms as those in the prior agreements.

Information regarding our A/R Programs as of ~~September 30, 2017~~March 31, 2024 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

April 2020

250

(3)

Applicable rate plus 0.95%

January 2027

150

102

⁽³⁾

Applicable rate plus 0.95%

EU A/R Program

April 2020

€

150

€

Applicable rate plus 1.30%

July 2027

€

100

€

Applicable rate plus 1.45%

(approximately $176)

(approximately $94)

(or approximately $108)

(or approximately $61)

~~(1)~~

(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 ~~credit ratings of our customers, customer concentration levels and certain characteristics of the accounts receivable being transferred, as defined in the~~ applicable agreements.

~~(2)~~

(2)

The applicable rate for our U.S. A/R Program is defined by the lender as ~~either USD LIBOR or CP rate.~~Term SOFR. The applicable rate for our EU A/R Program is either ~~GBP LIBOR, USD LIBOR~~Term SOFR, EURIBOR or ~~EURIBOR. In addition, the U.S. SPE and the EU SPE are obligated to pay unused commitment fees to the lenders based on the amount of each lender’s commitment.~~SONIA (Sterling Overnight Interbank Average Rate).

~~(3)~~

(3)

As of ~~September 30, 2017,~~March 31, 2024, we had ~~approximately $7 million (U.S. dollar equivalents)~~no letters of ~~letters of~~ credit issued and outstanding under our U.S. A/R Program.

~~On April 21, 2017, we entered into amendments to our A/R Programs that, among other things, extend the scheduled termination dates to April 2020.~~ As of ~~September 30, 2017~~March 31, 2024 and December 31, ~~2016, $369~~2023, $290 million and ~~$328~~$224 million, respectively, of accounts receivable were pledged as collateral under our A/R ~~Programs from continuing operations.~~Programs.

Table of Contents

Note Payable ~~from Huntsman International to Huntsman Corporation~~

As of ~~September 30, 2017, we~~March 31, 2024, HPS had ~~a loan~~an outstanding note payable to SLIC denominated in Chinese renminbi, the equivalent of ~~$817~~$190 million, related to ~~our subsidiary, Huntsman International (the “Intercompany Note”). The Intercompany Note is unsecured~~the separation and ~~$100 million~~acquisition of assets of SLIC. We expect that the remainder of the note payable will be paid by the end of 2024 using available funds at HPS. For more information, see “Note 3. Business Combinations and Acquisitions—Separation and Acquisition of Assets of SLIC Joint Venture.”

Variable Interest Entity Debt

As of March 31, 2024, AAC, our consolidated 50%-owned joint venture, had $24 million outstanding ~~amount is~~under its loan commitments and debt financing arrangements. As of March 31, 2024, we have $9 million classified as current debt and $15 million as ~~of September 30, 2017~~long-term debt on our condensed consolidated balance sheets. AsWe do not guarantee these loan commitments, and AAC is not a guarantor of ~~September 30, 2017, under the terms~~any of ~~the Intercompany Note, Huntsman International promises to pay us interest on the unpaid principal amount at a rate per annum based on the previous monthly average borrowing rate obtained under~~ our U.S. A/R Program, less 10 basis points (provided that the rate shall not exceed an amount that is 25 basis points less than the monthly average borrowing rate obtained for the U.S. LIBOR-based borrowings under our Revolving Facility).other debt obligations.

~~COMPLIANCE WITH COVENANTS~~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 March 31, 2024 and December 31, 2023, the amount of debt issuance costs directly reducing the debt liability was $6 million and $7 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.

~~We believe that we are in compliance with the covenants contained in the agreements governing our material debt instruments, including our Senior Credit Facilities, our A/R Programs and our notes.~~Compliance with Covenants

Our ~~material financing arrangements contain certain~~2022 Revolving Credit Facility contains a financial covenant regarding the leverage ratio of Huntsman International and its subsidiaries. The 2022 Revolving Credit Facility also contains other customary covenants ~~with which we must comply. A failure to comply with a covenant could result in a~~and events of default ~~under a financing arrangement unless we obtained an appropriate~~

waiver or forbearance (as to which we can provide no assurance). A default under these material financing arrangements generally allows debt holders the option to declare the underlying debt obligations immediately due and payable. Furthermore, certain of our material financing arrangements contain cross-default and cross-acceleration provisions under which a failure to comply with the covenants in one financing arrangement may result inthis type. Upon an event of default ~~under another financing arrangement.~~

~~Our Senior Credit Facilities are subject~~that is not cured or waived within any applicable cure periods, in addition to ~~a single financial covenant (the “Leverage Covenant”), which applies only~~other remedies that may be available to the ~~Revolving Facility and is calculated at~~lenders, the ~~Huntsman International level. The Leverage Covenant is applicable only if borrowings, letters of credit or guarantees are outstanding~~obligations under the 2022Revolving Credit Facility (cash collateralized letters of credit or guarantees are not deemed outstanding). The Leverage Covenant is a net senior secured leverage ratio covenant, which requires that Huntsman International’s ratio of senior secured debt to EBITDA (as defined in the applicable agreement) is not more than 3.75 to 1.

~~If in the future Huntsman International fails to comply with the Leverage Covenant, then we~~ may not have access to liquidity under our Revolving Facility. If Huntsman International failed to comply with the Leverage Covenant at a time when we had uncollateralized loans or letters of credit outstanding under the Revolving Facility, Huntsman International would be in default under the Senior Credit Facilities, and, unless Huntsman International obtained a waiver or forbearance with respect to such default (as to which we can provide no assurance), Huntsman International could be required to pay off the balance of the Senior Credit Facilities in full, and we may not have further access to such facilities.accelerated.

The agreements governing our A/R Programs also contain certain receivable performance metrics. Any material failure to meet the applicable A/R Programs’ metrics ~~in the future~~ could lead to an early termination event under the A/R Programs, which could require us to cease our use of such facilities, prohibiting us from additional borrowings against our receivables or, at the discretion of the lenders, requiring that we repay the A/R Programs in full. An early termination event under the A/R Programs would also constitute an event of default under our ~~Senior~~2022 Revolving Credit ~~Facilities,~~Facility, which could require us to pay off the balance of the ~~Senior~~2022 Revolving Credit ~~Facilities~~Facility in full and could result in the loss of our ~~Senior~~2022 Revolving Credit ~~Facilities.~~Facility.

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

9. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

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

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

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

Our revenues and expenses are denominated in various foreign currencies, and our cash flows and earnings are thus subject to fluctuations due to exchange rate variations. From time to time, we may enter into foreign currency derivative instruments to minimize the short-term impact of movements in foreign currency rates. Where practicable, we generally net multicurrency cash balances among our subsidiaries to help reduce exposure to foreign currency exchange rates. Certain other exposures may be managed from time to time through financial market transactions, principally through the purchase of spot or forward foreign exchange contracts (generally with maturities of one year or less). We do not hedge our foreign currency exposures in a manner that would eliminate the effect of changes in exchange rates on our cash flows and earnings. As of ~~September 30, 2017,~~March 31, 2024 and 2023, we had approximately ~~$81~~$185 million inand $387 million, respectively, of notional amount (in U.S. dollar equivalents) outstanding in forward foreign currency ~~contracts.~~contracts related to continuing operations.

Huntsman International had entered into several interest rate contracts to hedge the variability caused by monthly changes in cash flow due to associated changes in LIBOR under our Senior Credit Facilities. These swaps were designated as cash flow hedges and the effective portion of the changes in the fair value of the swaps were recorded in other comprehensive income (loss). These swaps expired in April 2017.

Beginning in 2009, Arabian Amines Company entered into a 12-year floating to fixed interest rate contract providing for a receipt of LIBOR interest payments for a fixed payment of 5.02%. In connection with the consolidation of Arabian Amines Company as of July 1, 2010, the interest rate contract is now included in our consolidated results. See “Note 5. Variable Interest Entities.” The notional amount of the swap as of September 30, 2017 was $16 million, and the interest rate contract is not designated as a cash flow hedge. As of September 30, 2017, the fair value of the swap was $1 million and was recorded in noncurrent liabilities on our condensed consolidated balance sheets. For each of the nine months ended September 30, 2017 and 2016, we recorded a reduction of interest expense of nil due to changes in fair value of the swap.

In November 2014, we entered into two five year cross-currency interest rate contracts and one eight year cross-currency interest rate contract to swap an aggregate notional $200 million for an aggregate notional €161 million. This swap is designated as a hedge of net investment for financial reporting purposes. Under the cross-currency interest rate contract, we will receive fixed U.S. dollar payments of $5 million semiannually on May 15 and November 15 (equivalent to an annual rate of 5.125%) and make interest payments of approximately €3 million (equivalent to an annual rate of approximately 3.6%). In August 2017, we terminated these cross-currency interest rate contracts and received $7 million from the counterparties.

A portion of our debt is denominated in euros. We also finance certain of our non-U.S. subsidiaries with intercompany loans that are, in many cases, denominated in currencies other than the entities’ functional currency. We manage the net foreign currency exposure created by this debt through various means, including cross-currency swaps, the designation of certain intercompany loans as permanent loans because they are not expected to be repaid in the foreseeable future and the designation of certain debt and swaps as net investment hedges.

Foreign currency transaction gains and losses on intercompany loans that are not designated as permanent loans are recorded in earnings. Foreign currency transaction gains and losses on intercompany loans that are designated as permanent loans are recorded in other comprehensive income on our condensed consolidated statements of comprehensive income. From time to time, we ~~review such designation~~may purchase interest rate swaps and/or other derivative instruments to reduce the impact of ~~intercompany loans.~~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 ~~September 30, 2017,~~March 31, 2024, we have designated approximately ~~€505~~€90 million (approximately ~~$592~~$97 million) of euro-denominated debt as a hedge of our net investment. For the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2024 and 2023, the ~~amount of loss~~amounts recognized on the hedge of our net investment ~~was $85~~were losses of approximately $1 million and ~~was~~$4 million, respectively, and were recorded in other comprehensive income ~~(loss) on~~in our condensed consolidated statements of comprehensive income.

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9.10. FAIR VALUE

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

September 30, 2017

December 31, 2016

Carrying

Estimated

Carrying

Estimated

Value

Fair Value

Value

Fair Value
Non-qualified employee benefit plan investments
$
30

$
30

$
27

$
27
Investments in equity securities

3

3

18

18
Cross-currency interest rate contracts

—

—

29

29
Interest rate contracts

(1)

(1)

(2)

(2)
Long-term debt (including current portion)

(2,874)

(3,098)

(4,172)

(4,345)

	*March 31, 2024*						*December 31, 2023*
	*Carrying*			*Estimated*			*Carrying*			*Estimated*
	*value*			*fair value*			*value*			*fair value*
Non-qualified employee benefit plan investments	$	10		$	10		$	15		$	15
Long-term debt (including current portion)		(2,056	)		(1,965	)		(1,688	)		(1,613	)

The carrying amounts reported in ~~our condensed consolidated~~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. The fair values of non-qualified employee benefit plan investments ~~and investments in equity securities~~ are obtained through market observable pricing using prevailing market ~~prices.~~prices (Level 1). The ~~estimated~~ fair values of our ~~long-term debt~~senior notes are based on quoted market prices for the identical liability when traded ~~as an asset~~ in an active market (Level ~~1).~~

all our other outstanding debt are based on observable inputs other than quoted prices (Level 2). The fair value estimates presented herein are based on pertinent information available to management as of ~~September 30, 2017~~March 31, 2024 and December 31, ~~2016. The~~2023. 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 ~~September 30, 2017~~March 31, 2024, and current estimates of fair value may differ significantly from the amounts presented herein.

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

Fair Value Amounts Using

Quoted prices

Significant other

Significant

in active markets

observable

unobservable

September 30,

for identical

inputs

inputs
Description

2017

assets (Level 1)(3)

(Level 2)(3)

(Level 3)
Assets:



Available-for sale equity securities:

Non-qualified employee benefit plan investments

$
30

$
30

$
—

$
—
Investments in equity securities

3

3

—

—
Derivatives:

Cross-currency interest rate contracts(1)

—

—

—

—
Total assets

$
33

$
33

$
—

$
—

Liabilities:

Derivatives:

Interest rate contracts(2)

$
(1)

$
—

$
(1)

$
—

Fair Value Amounts Using

Quoted prices

Significant other

Significant

in active markets

observable

unobservable

December 31,

for identical

inputs

inputs
Description

2016

assets (Level 1)(3)

(Level 2)(3)

(Level 3)
Assets:

Available-for sale equity securities:

Non-qualified employee benefit plan investments

$
27

$
27

$
—

$
—
Investments in equity securities

18

18

—

—
Derivatives:

Cross-currency interest rate contracts(1)

29

—

—

29
Total assets

$
74

$
45

$
—

$
29

Liabilities:

Derivatives:

Interest rate contracts(2)

$
(2)

$
—

$
(2)

$
—

~~(1)~~

The income approach is used to calculate the fair value of these instruments. Fair value represents the present value of estimated future cash flows, calculated using relevant interest rates, exchange rates, and yield curves at stated intervals. There were no material changes to the valuation methods or assumptions used to determine the fair value during the current period.

In November 2014, we entered into two five year cross-currency interest rate contracts and one eight year cross-currency interest rate contract. These instruments had been categorized by us as Level 3 withinDuring the fair value hierarchy due to unobservable inputs associated with the credit valuation adjustment, which we deemed to be significant inputs to the overall measurement of fair value at inception. In August 2017, we terminated these cross-currency interest rate contracts and received $7 million in payments from the counterparties.

~~(2)~~

The income approach is used to calculate the fair value of these instruments. Fair value represents the present value of estimated future cash flows, calculated using relevant interest rates and yield curves at stated intervals. There were no material changes to the valuation methods or assumptions used to determine the fair value during the current period.

~~(3)~~

~~There were no transfers between Levels 1 and 2 within the fair value hierarchy during the nine months ended September 30, 2017 and the year ended December 31, 2016.~~

~~The following table shows a reconciliation of beginning and ending balances for the~~ three ~~and nine~~ months ended ~~September 30, 2017 and 2016 for~~March 31, 2024, we held no instruments measured at fair value on a recurring basis using significant unobservable inputs (Level ~~3) (dollars in millions).~~

Three months

Nine months

ended

ended

September 30, 2017

September 30, 2017

Cross-Currency

Cross-Currency

Interest

Interest


Rate Contracts

Rate Contracts
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)




Beginning balance

$
16

$
29
Transfers into Level 3

—

—
Transfers out of Level 3

—

—
Total (losses) gains:

Included in earnings

—

—
Included in other comprehensive income (loss)

(9)

(22)
Purchases, sales, issuances and settlements

(7)

(7)
Ending balance, September 30, 2017

$
—

$
—
The amount of total gains (losses) for the period included in earnings attributable to the change in unrealized gains (losses) relating to assets still held at September 30, 2017

$
—

$
—

Three months

Nine months

ended

ended

September 30, 2016

September 30, 2016

Cross-Currency

Cross-Currency

Interest

Interest


Rate Contracts

Rate Contracts
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)




Beginning balance

$
26

$
28
Transfers into Level 3

—

—
Transfers out of Level 3

—

—
Total (losses) gains:

Included in earnings

—

—
Included in other comprehensive income (loss)

(5)

(7)
Purchases, sales, issuances and settlements

—

—
Ending balance, September 30, 2016

$
21

$
21
The amount of total gains (losses) for the period included in earnings attributable to the change in unrealized gains (losses) relating to assets still held at September 30, 2016

$
—

$
—

~~Gains~~3), and there were no gains or losses (realized and unrealized) included in our earnings for instruments ~~measured at~~categorized as Level 3 within the fair value ~~on a recurring basis using significant unobservable inputs (Level 3) are reported in interest expense~~ hierarchy.

11. REVENUE RECOGNITION

The following tables disaggregate our revenue from continuing operations by major source for the three months ended March 31, 2024 and ~~other comprehensive income (loss) as follows~~2023 (dollars in millions):

Three months

Nine months

ended

ended

September 30, 2017

September 30, 2017

Other

Other

Interest

comprehensive

Interest

comprehensive
2017

expense

income (loss)

expense

income (loss)
Total net gains included in earnings

$
—

$
—

$
—

$
—
Changes in unrealized losses

—

(9)

—

(22)

			*Performance*		*Advanced*		*Corporate and*
2024	*Polyurethanes*		*Products*		*Materials*		*eliminations*			*Total*
Primary geographic markets⁽¹⁾
U.S. and Canada	$	370	$	137	$	73	$	(3	)	$	577
Europe		240		61		107		(4	)		404
Asia Pacific		243		71		62		(1	)		375
Rest of world		73		22		19		—			114
	$	926	$	291	$	261	$	(8	)	$	1,470

Major product groupings
Diversified	$	926	$	291						$	1,217
Specialty					$	246					246
Other						15					15
Eliminations							$	(8	)		(8	)
	$	926	$	291	$	261	$	(8	)	$	1,470

			*Performance*		*Advanced*		*Corporate and*
2023	*Polyurethanes*		*Products*		*Materials*		*eliminations*			*Total*
Primary geographic markets⁽¹⁾
U.S. and Canada	$	386	$	157	$	89	$	(3	)	$	629
Europe		272		74		116		(4	)		458
Asia Pacific		258		79		62		(1	)		398
Rest of world		75		24		22		—			121
	$	991	$	334	$	289	$	(8	)	$	1,606

Major product groupings
Diversified	$	991	$	334						$	1,325
Specialty					$	268					268
Other						21					21
Eliminations							$	(8	)		(8	)
	$	991	$	334	$	289	$	(8	)	$	1,606

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

Table of Contents

Three months

Nine months

ended

ended

September 30, 2016

September 30, 2016

Other

Other

Interest

comprehensive

Interest

comprehensive
2016

expense

income (loss)

expense

income (loss)
Total net gains included in earnings

$
—

$
—

$
—

$
—
Changes in unrealized losses relating to assets still held at September 30, 2016

—

(5)

—

(7)

We also have assets that under certain conditions are subject to measurement at fair value on a non‑recurring basis. These assets include property, plant and equipment and those associated with acquired businesses, including goodwill and intangible assets. For these assets, measurement at fair value in periods subsequent to their initial recognition is applicable if one or more is determined to be impaired. During each of the three and nine months ended September 30, 2017 and 2016, we recorded charges of nil for the impairment of long‑lived assets.

~~10.~~12. EMPLOYEE BENEFIT PLANS

Components of the net periodic benefit ~~costs~~cost from continuing operations for the three ~~and nine~~ months ended ~~September 30, 2017~~ March 31, 2024 and ~~2016~~2023 were as follows (dollars in millions):

							*Other postretirement*
	*Defined benefit plans*						*benefit plans*
	*Three months*						*Three months*
	*ended*						*ended*
	*March 31,*						*March 31,*
	*2024*			*2023*			*2024*			*2023*
Service cost	$	7		$	6		$	—		$	—
Interest cost		22			23			1			1
Expected return on assets		(32	)		(31	)		—			—
Amortization of prior service benefit		(1	)		(1	)		(1	)		(1	)
Amortization of actuarial loss		8			8			—			—
Net periodic benefit cost	$	4		$	5		$	—		$	—

~~Huntsman Corporation~~

Other Postretirement

Defined Benefit Plans

Benefit Plans

Three months

Three months

ended

ended

September 30,

September 30,


2017

2016

2017

2016
Service cost

$
16

$
15

$
1

$
1
Interest cost

20

22

1

1
Expected return on assets

(39)

(37)

—

—
Amortization of prior service benefit

(2)

(2)

(2)

(2)
Amortization of actuarial loss

19

15

1

—
Net periodic benefit cost

$
14

$
13

$
1

$
—

Other Postretirement

Defined Benefit Plans

Benefit Plans

Nine months

Nine months

ended

ended

September 30,

September 30,


2017

2016

2017

2016
Service cost

$
47

$
44

$
2

$
2
Interest cost

59

67

3

3
Expected return on assets

(116)

(111)

—

—
Amortization of prior service benefit

(5)

(7)

(5)

(5)
Amortization of actuarial loss

56

43

2

1
Special termination benefits

1

—

—

—
Net periodic benefit cost

$
42

$
36

$
2

$
1

~~Table of Contents~~

~~Huntsman International~~

Other Postretirement

Defined Benefit Plans

Benefit Plans

Three months

Three months

ended

ended

September 30,

September 30,


2017

2016

2017

2016
Service cost

$
16

$
15

$
1

$
1
Interest cost

20

22

1

1
Expected return on assets

(39)

(37)

—

—
Amortization of prior service benefit

(2)

(2)

(2)

(2)
Amortization of actuarial loss

20

16

1

—
Net periodic benefit cost

$
15

$
14

$
1

$
—

Other Postretirement

Defined Benefit Plans

Benefit Plans

Nine months

Nine months

ended

ended

September 30,

September 30,


2017

2016

2017

2016
Service cost

$
47

$
44

$
2

$
2
Interest cost

59

67

3

3
Expected return on assets

(116)

(111)

—

—
Amortization of prior service benefit

(5)

(7)

(5)

(5)
Amortization of actuarial loss

58

45

2

1
Special termination benefits

1

—

—

—
Net periodic benefit cost

$
44

$
38

$
2

$
1

During the ~~nine~~three months ended ~~September 30, 2017~~ March 31, 2024 and ~~2016,~~2023, we made contributions to our pension and other postretirement benefit plans related to continuing operations of ~~$80~~$10 million and ~~$38~~$11 million, respectively. During the remainder of ~~2017,~~2024, we expect to contribute an additional amount of approximately ~~$17~~$23 million to these plans.

~~11. COMMON STOCK DIVIDENDS~~13. HUNTSMAN CORPORATION STOCKHOLDERS’ EQUITY

Share Repurchase Program

On October 26, 2021, our Board of Directors approved a share repurchase program of $1 billion. On March 25, 2022, our Board of Directors increased the authorization of our 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 three months ended March 31, 2024, we did not repurchase any shares of our common stock.

Dividends on Common Stock

During ~~each of~~ the ~~quarters~~three months ended ~~September 30, 2017 and 2016, June 30, 2017 and 2016 and~~ March 31, ~~2017~~ 2024 and ~~2016,~~2023, we ~~paid~~declared dividends of ~~$30~~$43 million and $44 million, respectively, or ~~$0.125~~$0.25 and $0.2375 per share, respectively, to common stockholders.

Table of Contents

~~12.~~14. ACCUMULATED OTHER COMPREHENSIVE ~~INCOME (LOSS)~~LOSS

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

Huntsman Corporation

Pension and

Other








Foreign

other

comprehensive

Amounts

Amounts

currency

postretirement

income of

attributable to

attributable to

translation

benefits

unconsolidated

noncontrolling

Huntsman

adjustment(a)

adjustments(b)

affiliates

Other, net

Total

interests

Corporation
Beginning balance, January 1, 2017

$
(459)

$
(1,275)

$
4

$
23

$
(1,707)

$
36

$
(1,671)
Other comprehensive income before reclassifications, gross

170

—

(1)

7

176

(12)

164
Tax benefit

31

—

—

(1)

30

—

30
Amounts reclassified from accumulated other comprehensive loss, gross(c)

—

60

—

(8)

52

—

52
Tax expense

—

(5)

—

—

(5)

—

(5)
Net current-period other comprehensive income (loss)

201

55

(1)

(2)

253

(12)

241
Disposition of a portion of P&A Business

—

—

—

—

—

72

72
Ending balance, September 30, 2017

$
(258)

$
(1,220)

$
3

$
21

$
(1,454)

$
96

$
(1,358)

				*Pension*
	*Foreign*			*and other*									*Amounts*			*Amounts*
	*currency*			*postretirement*									*attributable to*			*attributable to*
	*translation*			*benefits*									*noncontrolling*			*Huntsman*
	adjustments⁽¹⁾			adjustments⁽²⁾			*Other, net*			*Total*			*interests*			*Corporation*
Beginning balance, January 1, 2024	$	(614	)	$	(656	)	$	(3	)	$	(1,273	)	$	28		$	(1,245	)
Other comprehensive (loss) income before reclassifications, gross		(36	)		2			5			(29	)		(1	)		(30	)
Tax impact		—			—			—			—			—			—
Amounts reclassified from accumulated other comprehensive loss, gross⁽³⁾		—			6			—			6			—			6
Tax impact		—			—			—			—			—			—
Net current-period other comprehensive (loss) income		(36	)		8			5			(23	)		(1	)		(24	)
Ending balance, March 31, 2024	$	(650	)	$	(648	)	$	2		$	(1,296	)	$	27		$	(1,269	)

~~(a)~~

(1)

Amounts are net of tax of ~~$69~~$56 million for both March 31, 2024 and ~~$100 as of September 30, 2017 and~~ January 1, ~~2017, respectively.~~2024.

~~(b)~~

(2)

Amounts are net of tax of ~~$172~~$67 million for both March 31, 2024 and ~~$177~~January 1,2024.

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

				*Pension*
	*Foreign*			*and other*									*Amounts*			*Amounts*
	*currency*			*postretirement*									*attributable to*			*attributable to*
	*translation*			*benefits*									*noncontrolling*			*Huntsman*
	adjustments⁽¹⁾			adjustments⁽²⁾			*Other, net*			*Total*			*interests*			*Corporation*
Beginning balance, January 1, 2023	$	(648	)	$	(652	)	$	7		$	(1,293	)	$	25		$	(1,268	)
Other comprehensive income (loss) before reclassifications, gross		27			(24	)		(1	)		2			(2	)		—
Tax impact		—			2			—			2			—			2
Amounts reclassified from accumulated other comprehensive loss, gross⁽³⁾		28			72			—			100			—			100
Tax impact		(1	)		24			—			23			—			23
Net current-period other comprehensive income (loss)		54			74			(1	)		127			(2	)		125
Ending balance, March 31, 2023	$	(594	)	$	(578	)	$	6		$	(1,166	)	$	23		$	(1,143	)

(1)	Amounts are net of tax of $56 million and $55 as of ~~September 30, 2017~~March 31, 2023 and January 1, ~~2017,~~2023, respectively.

(2)	Amounts are net of tax of $57 million and $31 million as of March 31, 2023 and January 1,2023, respectively.

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

Table of Contents

	*Three months ended March 31,*
	*2024*			*2023*
	*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⁽¹⁾:	*comprehensive loss*			*comprehensive loss*				*is presented*
Amortization of pension and other postretirement benefits:
Prior service credit	$	(2	)	$	(2	)	⁽²⁾⁽³⁾	Other income, net
Actuarial loss		8			8		⁽²⁾⁽³⁾	Other income, net
Curtailment gains		—			(1	)	⁽²⁾⁽⁴⁾	Other income, net
Settlement losses		—			67		⁽²⁾⁽⁴⁾	Other income, net
		6			72			Total before tax
		—			24			Income tax expense
Total reclassifications for the period	$	6		$	96			Net of tax

(1)

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

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

Pension and

Other








Foreign

other

comprehensive

��

Amounts

Amounts

currency

postretirement

income of

attributable to

attributable to

translation

benefits

unconsolidated

noncontrolling

Huntsman

adjustment(a)

adjustments(b)

affiliates

Other, net

Total

interests

Corporation
Beginning balance, January 1, 2016

$
(288)

$
(1,056)

$
11

$
17

$
(1,316)

$
28

$
(1,288)
Other comprehensive (loss) income before reclassifications, gross

(18)

—

(8)

6

(20)

—

(20)
Tax benefit

7

—

—

—

7

—

7
Amounts reclassified from accumulated other comprehensive loss, gross(c)

—

40

—

—

40

—

40
Tax expense

—

(5)

—

—

(5)

—

(5)
Net current-period other comprehensive (loss) income

(11)

35

(8)

6

22

—

22
Ending balance, September 30, 2016

$
(299)

$
(1,021)

$
3

$
23

$
(1,294)

$
28

$
(1,266)

~~(a)Amounts are net of tax of $83 and $90 as of September 30, 2016 and January 1, 2016, respectively.~~

~~(b)Amounts are net of tax of $130 and $135 as of September 30, 2016 and January 1, 2016, respectively.~~

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

Three months ended

Nine months ended

September 30, 2017

September 30, 2017

Amount reclassified

Amount 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

$
(4)

$
(11)

(b)
Actuarial loss

25

71

(b)(c)

21

60

Total before tax

(3)

(5)

Income tax expense
Total reclassifications for the period

$
18

$
55

Net of tax

Three months ended

Nine months ended

September 30, 2016

September 30, 2016

Amount reclassified

Amount 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

$
(4)

$
(12)

(b)
Actuarial loss

17

52

(b)(c)

13

40

Total before tax

(2)

(5)

Income tax expense
Total reclassifications for the period

$
11

$
35

Net of tax

~~(a)~~

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

~~(b)~~

(2)

These accumulated other comprehensive loss components are included in the computation of net periodic pension costs. See “Note ~~10.~~12. Employee Benefit Plans.”

	~~(c)~~	(3)	Amounts ~~contain~~include approximately $6nil and $4$1 million of actuarial losses and prior service credits related to discontinued operations for the three months ended ~~September 30, 2017~~ March 31, 2024 and ~~2016, respectively~~2023, respectively.

(4)	In connection with the sale of our Textile Effects Business, we recognized $67 million of pension settlement losses and ~~$18 and $11~~$1 million of ~~actuarial losses related to discontinued operations~~pension curtailment gains for the ~~nine~~three months ended ~~September 30, 2017 and 2016, respectively.~~ March 31, 2023.

~~Table of Contents~~

Huntsman International

Foreign
currency
translation
adjustment(a)

Pension
and other
postretirement
benefits
adjustments(b)

Other
comprehensive
income of
unconsolidated
affiliates

Other, net

Total

Amounts
attributable to
noncontrolling
interests

Amounts
attributable to
Huntsman
International
Beginning balance, January 1, 2017

$
(462)

$
(1,286)

$
4

$
17

$
(1,727)

$
36

$
(1,691)
Other comprehensive income before reclassifications, gross

169

—

(1)

8

176

(12)

164
Tax benefit

30

—

—

(1)

29

—

29
Amounts reclassified from accumulated other comprehensive loss, gross(c)

—

65

—

(8)

57

—

57
Contribution of other comprehensive income from Parent

—

20

—

—

20

—

20
Tax expense

—

(5)

—

—

(5)

—

(5)
Net current-period other comprehensive income (loss)

199

80

(1)

(1)

277

(12)

265
Disposition of a portion of P&A Business

—

—

—

—

—

72

72
Ending balance, September 30, 2017

$
(263)

$
(1,206)

$
3

$
16

$
(1,450)

$
96

$
(1,354)

				*Pension*
	*Foreign*			*and other*									*Amounts*			*Amounts*
	*currency*			*postretirement*									*attributable to*			*attributable to*
	*translation*			*benefits*									*noncontrolling*			*Huntsman*
	adjustments⁽¹⁾			adjustments⁽²⁾			*Other, net*			*Total*			*interests*			*International*
Beginning balance, January 1, 2024	$	(619	)	$	(632	)	$	(7	)	$	(1,258	)	$	28		$	(1,230	)
Other comprehensive (loss) income before reclassifications, gross		(36	)		2			5			(29	)		(1	)		(30	)
Tax impact		—			—			—			—			—			—
Amounts reclassified from accumulated other comprehensive loss, gross⁽³⁾		—			6			—			6			—			6
Tax impact		—			—			—			—			—			—
Net current-period other comprehensive (loss) income		(36	)		8			5			(23	)		(1	)		(24	)
Ending balance, March 31, 2024	$	(655	)	$	(624	)	$	(2	)	$	(1,281	)	$	27		$	(1,254	)

~~(a)~~

(1)

Amounts are net of tax of ~~$56~~$43 million for both March 31, 2024 and ~~$86 as of September 30, 2017 and~~ January 1, ~~2017, respectively.~~2024.

~~(b)~~

(2)

Amounts are net of tax of ~~$200~~$91 million for both March 31, 2024 and ~~$205 as of September 30, 2017 and~~ January 1, ~~2017, respectively.~~2024.

(3)

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

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

Table of Contents

				Pension
	*Foreign*			*and other*								*Amounts*			*Amounts*
	*currency*			*postretirement*								*attributable to*			*attributable to*
	*translation*			*benefits*								*noncontrolling*			*Huntsman*
	adjustments⁽¹⁾			adjustments⁽²⁾			*Other, net*		*Total*			*interests*			*International*
Beginning balance, January 1, 2023	$	(653	)	$	(628	)	$	3	$	(1,278	)	$	25		$	(1,253	)
Other comprehensive income (loss) before reclassifications, gross		27			(24	)		—		3			(2	)		1
Tax impact		—			2			—		2			—			2
Amounts reclassified from accumulated other comprehensive loss, gross⁽³⁾		28			72			—		100			—			100
Tax impact		(1	)		24			—		23			—			23
Net current-period other comprehensive (loss) income		54			74			—		128			(2	)		126
Ending balance, March 31, 2023	$	(599	)	$	(554	)	$	3	$	(1,150	)	$	23		$	(1,127	)

Foreign
currency
translation
adjustment(a)

Pension
and other
postretirement
benefits
adjustments(b)

Other
comprehensive
income of
unconsolidated
affiliates

Other, net

Total

Amounts
attributable to
noncontrolling
interests

Amounts
attributable to
Huntsman
International
Beginning balance, January 1, 2016

$
(292)

$
(1,074)

$
11

$
11

$
(1,344)

$
28

$
(1,316)
Other comprehensive (loss) income before reclassifications, gross

(18)

—

(8)

6

(20)

—

(20)
Tax benefit

7

—

—

—

7

—

7
Amounts reclassified from accumulated other comprehensive loss, gross(c)

—

46

—

—

46

—

46
Tax expense

—

(6)

—

—

(6)

—

(6)
Net current-period other comprehensive income (loss)

(11)

40

(8)

6

27

—

27
Ending balance, September 30, 2016

$
(303)

$
(1,034)

$
3

$
17

$
(1,317)

$
28

$
(1,289)

~~(a)~~

(1)

Amounts are net of tax of ~~$69~~$43 million and ~~$76 as of September 30, 2016~~$42 million for March 31, 2023 and January 1, ~~2016,~~2023, respectively.

~~(b)~~

(2)

Amounts are net of tax of ~~$157~~$81 million and ~~$163~~$55 million as of ~~both September 30, 2016~~March 31, 2023 and January 1, ~~2016,~~2023, respectively.

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

	*Three months ended March 31,*
	*2024*			*2023*
	*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⁽¹⁾:	*comprehensive loss*			*comprehensive loss*				*is presented*
Amortization of pension and other postretirement benefits:
Prior service credit	$	(2	)	$	(2	)	⁽²⁾⁽³⁾	Other income, net
Actuarial loss		8			8		⁽²⁾⁽³⁾	Other income, net
Curtailment gains		—			(1	)	⁽²⁾⁽⁴⁾	Other income, net
Settlement losses		—			67		⁽²⁾⁽⁴⁾	Other income, net
		6			72			Total before tax
		—			24			Income tax expense
Total reclassifications for the period	$	6		$	96			Net of tax

(1)

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

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

Three months ended

Nine months ended

September 30, 2017

September 30, 2017

Amount reclassified

Amount 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

$
(4)

$
(11)

(b)
Actuarial loss

26

76

(b)(c)

22

65

Total before tax

(3)

(5)

Income tax expense
Total reclassifications for the period

$
19

$
60

Net of tax

~~Table of Contents~~

Three months ended

Nine months ended

September 30, 2016

September 30, 2016

Amount reclassified

Amount 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

$
(4)

$
(12)

(b)
Actuarial loss

20

58

(b)(c)

16

46

Total before tax

(2)

(6)

Income tax expense
Total reclassifications for the period

$
14

$
40

Net of tax

~~(a)~~

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

~~(b)~~

(2)

These accumulated other comprehensive loss components are included in the computation of net periodic pension costs. See “Note ~~10.~~12. Employee Benefit Plans.”

	~~(c)~~	(3)	Amounts ~~contain~~include approximately $6nil and $4$1 million of actuarial losses and prior service credits related to discontinued operations for the three months ended ~~September 30, 2017~~ March 31, 2024 and ~~2016, respectively~~2023, respectively.

(4)	In connection with the sale of our Textile Effects Business, we recognized $67 million of pension settlement losses and ~~$18 and $11~~$1 million of ~~actuarial losses related to discontinued operations~~pension curtailment gains for the ~~nine~~three months ~~ended September 30, 2017 and 2016, respectively.~~ March 31, 2023.

Table of Contents

~~13.~~15. COMMITMENTS AND CONTINGENCIES

~~LEGAL MATTERS~~Legal Matters

~~Product Delivery Claim~~

On April 19, 2024, the Louisiana Fourth Circuit Court of Appeal affirmed the $93.1 million jury verdict and district court judgment in our favor 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 maintain properly its own Geismar facility and then repeatedly failed to supply our requirements for industrial gases 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 $135 million before deducting for taxes and legal contingency fees. The award remains subject to further potential review but, if affirmed or reviewed by the Louisiana Supreme Court, wewould expect to receive net proceeds of approximately $50 million to $60 million. We have ~~been notified by a customer~~not yet recognized the award in our condensed consolidated statements of potential claims related to our alleged delivery of a different product than the one the customer had ordered. Our customer claims that it was unaware that the different product had been delivered until after that product had been used to manufacture materials which were subsequently sold. Originally, the customer stated that it had been notified of claims by its customers of up to an aggregate of €153 million (approximately $179 million) relating to this matter and claimed that we may be responsible for all or a portion of these potential claims. Our customer has since resolved some of these claimsoperations and the ~~aggregate amount~~timing of the current claims is now approximately €113 million (approximately $132 million). Based on the facts currently available, we believe that we are insured for any liability we may ultimately have in excessresolution of ~~$10 million. However, no assurance can be given regarding our ultimate liability or costs. We believe our range of possible loss in~~ this matter is ~~between €0 and €113 million (approximately $132 million), and we have made no accrual with respect to this matter.~~

~~Indemnification Matters~~

On July 3, 2012, Deutsche Bank Securities Inc. and Credit Suisse Securities (USA) LLC (“the Banks”) demanded that we indemnify them for claims brought against them by certain MatlinPatterson entities that were formerly our stockholders (“MatlinPatterson”) in litigation filed by MatlinPatterson on June 19, 2012 in the 9th District Court in Montgomery County, Texas (the “Texas Litigation”). We denied the Banks’ indemnification demand for the Texas Litigation. These claims allegedly arose from the failed acquisition by and merger with Hexion. The Texas Litigation was dismissed, which was upheld by the Ninth Court of Appeals and the Texas Supreme Court denied review by final order entered January 7, 2016.

On July 14, 2014, the Banks demanded that we indemnify them for additional claims brought against them by certain other former Company stockholders in litigation filed June 14, 2014 in the United States District Court for the Eastern District of Wisconsin (the “Wisconsin Litigation”). We denied the Banks’ indemnification demand for the Wisconsin Litigation and have made no accrual with respect to this matter. The stockholders in the Wisconsin Litigation have made essentially the same factual allegations as MatlinPatterson made in the Texas Litigation and, additionally, have named Apollo Global Management LLC and Apollo Management Holdings, L.P. as defendants. Stockholder

~~Table of Contents~~

plaintiffs in the Wisconsin Litigation assert claims for misrepresentation and conspiracy to defraud. On June 30, 2016, the plaintiffs voluntarily dismissed the Apollo defendants and on December 5, 2016, the court dismissed Deutsche Bank for lack of personal jurisdiction, but denied Credit Suisse's motion to dismiss. Subsequently, Credit Suisse asked the court to reconsider its decision or certify its judgment to the Seventh Circuit Court of Appeals for an immediate appeal, which remains pending. Subsequent to discovery, Credit Suisse filed a motion for summary judgment on August 25, 2017, which also remains pending.

~~Other Proceedings~~uncertain.

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.

~~14.~~16. ENVIRONMENTAL, HEALTH AND SAFETY MATTERS

~~EHS CAPITAL EXPENDITURES~~EHSCapital 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 ~~nine~~three months ended ~~September 30, 2017~~ March 31, 2024 and ~~2016,~~2023, our capital expenditures from continuing operations for EHS matters totaled ~~$23~~$5 million and ~~$33~~$6 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~~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 ~~$22~~$14 million and $5 million for environmental liabilities ~~for both September 30, 2017~~as of March 31, 2024 and December 31, ~~2016.~~2023, respectively. Of these amounts, $4$6 million and $7$2 million were classified as accrued liabilities ~~in each of our condensed consolidated balance sheets~~ as of ~~September 30, 2017~~March 31, 2024 and December 31, ~~2016,~~2023, respectively, and ~~$18~~$8 million and ~~$15~~$3 million were classified as other noncurrent liabilities ~~in our condensed consolidated balance sheets~~ as of ~~September 30, 2017~~March 31, 2024 and December 31, ~~2016,~~2023, 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~~Environmental Matters

Under the Comprehensive Environmental Response, Compensation, and Liability Act ~~("CERCLA"~~(“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 six former facilities or ~~third-party~~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~~third-party claims to have a material impact on our condensed consolidated financial statements.

Under the Resource Conservation and Recovery Act ~~("RCRA"~~(“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

~~Table of Contents~~

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 ~~Port Neches, Texas, and~~ Geismar, Louisiana ~~facilities are~~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.~~

~~West Footscray Remediation~~

Table of Contents

17. STOCK-BASED COMPENSATION PLANS

By letter dated March 7, 2006, our former Base Chemicals and Polymers facility in West Footscray, Australia was issued a cleanup notice by the Environmental Protection Authority Victoria ("EPA Victoria") due to concerns about soil and groundwater contamination emanating from the site. On August 23, 2010, EPA Victoria revoked a second cleanup notice and issued a revised notice that included a requirement for financial assurance for the remediation. As of September 30, 2017, we had an accrued liability of approximately $15 million related to estimated environmental remediation costs at this site. We can provide no assurance that the authority will not seek to institute additional requirements for the site or that additional costs will not be required for the cleanup.

~~North Maybe 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.

~~15. STOCK‑BASED COMPENSATION PLANS~~

~~On May 5, 2016, our stockholders approved a new Huntsman Corporation 2016 Stock Incentive Plan (the “2016 Stock Incentive Plan”)~~March 31, 2024, which reserved 8.2 million shares for issuance. The Huntsman Corporation Stock Incentive Plan, as amended and restated (the “Prior Plan”), remains in effect for outstanding awards granted pursuant to the Prior Plan, but no further awards may be granted under the Prior Plan. Under the 2016 Stock Incentive Plan we may grant nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock, phantom stock, performance share units and other stock-based awards to our employees, directors and consultants and to employees and consultants of our subsidiaries, provided that incentive stock options may be granted solely to employees. The terms of the grants under both the 2016 Stock Incentive Plan and the Prior Plan are fixed at the grant date. In connection with the Separation, certain individuals who were granted awards under the 2016 Stock Incentive Plan and the Prior Plan terminated from Huntsman and are now affiliated with Venator. The unvested awards previously granted to these individuals were converted to awards under Venator’s stock incentive plan during August 2017. As of September 30, 2017, we were authorized to grant up to 8.2 million shares under the 2016 Stock Incentive Plan. As of September 30, 2017, we had approximately 85 million shares remaining under the ~~2016 Stock Incentive Plan~~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~~three-year period or in total at the end of a three-year period.

In connection with the Separation, certain individuals who were granted awards under the 2016 Stock Incentive Plan and the Prior Plan were transferred to Venator. The unvested awards under the 2016 Stock Incentive Plan and the Prior Plan previously granted to these individuals were converted to awards under Venator’s stock incentive plan during August 2017.

~~Table of Contents~~

The compensation cost from continuing operations under the ~~2016 Stock Incentive Plan and the Prior Plan~~stock-based compensation plans for our Company and Huntsman International were as follows (dollars in millions):


	Three months ended				Nine months ended				*Three months*
	ended				ended				*ended*
	September 30,				September 30,				*March 31,*
	2017		2016		2017		2016		*2024*		*2023*
Huntsman Corporation compensation cost	$	8	$	7	$	25	$	23	$	9	$	9
Huntsman International compensation cost		8		7		24		22		8		8

The total income tax benefit recognized in the condensed consolidated statements of operations for us and Huntsman International for stock-based compensation arrangements was ~~$6 million~~nil and $5$1 million for the ~~nine~~three months ended ~~September 30, 2017~~ March 31, 2024 and ~~2016,~~2023, respectively.

~~STOCK OPTIONS~~Stock Options

The fair value of each stock option award is estimated on the date of grant using the ~~Black‑Scholes~~Black-Scholes valuation ~~model that uses the assumptions noted in the following table.~~model. Expected volatilities ~~are~~were 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~~post-vesting employment termination behavior. The ~~risk‑free~~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.~~

Three months ended

Nine months ended

ended

ended

September 30,

September 30,


2017

2016

2017

2016

Dividend yield

NA

3.3
%

2.4
%

5.6
%
Expected volatility

NA

57.6
%

56.9
%

57.9
%
Risk-free interest rate

NA

1.1
%

2.0
%

1.4
%
Expected life of stock options granted during the period

NA

5.9
years

5.9
years

5.9
years

During each of the three months ended ~~September 30, 2017,~~March 31, 2024 and 2023, no stock options were granted.

A summary of stock option activity under the ~~2016 Stock Incentive Plan and the Prior Plan~~stock-based compensation plans as of ~~September 30, 2017~~March 31, 2024 and changes during the ~~nine~~three 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, 2024		2,890		$	22.06
Exercised		(382	)		21.24
Forfeited		(20	)		32.40
Outstanding and exercisable at March 31, 2024		2,488			22.11		3.9	$	12

Weighted

Weighted

Average

Average

Remaining

Aggregate

Exercise

Contractual

Intrinsic
Option Awards

Shares

Price

Term

Value

(in thousands)

(years)

(in millions)
Outstanding at January 1, 2017


11,245

$
13.37

Granted

997

21.04

Exercised

(2,118)

17.59

Forfeited

(59)

17.39

Converted to Venator awards

(417)

5.00

Outstanding at September 30, 2017

9,648

13.17

5.7

$
137
Exercisable at September 30, 2017

6,822

12.88

4.6

99

~~The weighted‑average grant‑date fair value~~

Table of ~~stock options granted during the nine months ended September 30, 2017 was $9.26 per option.~~ Contents

As of ~~September 30, 2017,~~March 31, 2024, there was ~~$11 million of total~~no unrecognized compensation cost related to nonvested stock option arrangements granted under the ~~2016 Stock Incentive Plan and the Prior Plan. That cost is expected to be recognized over a weighted-average period of approximately 1.9 years.~~stock-based compensation plans.

The total intrinsic value of stock options exercised during the ~~nine~~three months ended ~~September 30, 2017~~ March 31, 2024 and ~~2016~~2023 was approximately ~~$11~~$1 million and nil, respectively. Cash received from stock options exercised during both of the ~~nine~~three months

~~Table of Contents~~

ended ~~September 30, 2017~~ March 31, 2024 and ~~2016~~2023 was approximately ~~$22 million and~~ nil ~~respectively.~~. The cash tax benefit from stock options exercised during both of the ~~nine~~three months ended ~~September 30, 2017~~ March 31, 2024 and ~~2016~~2023 was approximately ~~$3 million and~~ nil ~~respectively.~~.

~~NONVESTED SHARES~~Nonvested Shares

Nonvested shares granted under the ~~2016 Stock Incentive Plan and the Prior Plan~~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.

For our performance share unit awards, 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 ~~nine~~three months ended ~~September 30, 2017~~ March 31, 2024 and ~~2016,~~2023, the weighted-average expected volatility rate was ~~45.0%~~31.8% and ~~39.3%~~37.6%, respectively, and the weighted average risk-free interest rate was ~~1.5%~~4.39% and ~~0.9%~~4.38%, respectively. For the performance share unit awards granted induring the ~~nine~~three months ended ~~September 30, 2017~~ March 31, 2024 and ~~2016,~~2023, the number of shares earned varies based upon the Company achieving certain performance criteria over a ~~three-year~~three-year performance period. ~~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.~~

A summary of the status of our nonvested shares as of ~~September 30, 2017~~March 31, 2024 and changes during the ~~nine~~three 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, 2017		2,996		$	13.36		912	$	12.27
Nonvested at January 1, 2024											1,923			$	38.71		181		$	32.75
Granted		779			22.60		285		21.01		1,244				26.61		143			23.93
Vested		(937)	(1)		16.30		(370)		14.11		(635	)	⁽¹⁾		33.02		(87	)		32.49
Forfeited		(21)			15.23		(32)		12.37		(200	)	⁽²⁾		44.81		(3	)		33.75
Converted to Venator awards		(237)			11.81		(93)		13.72
Nonvested at September 30, 2017		2,580			14.92		702		14.66
Nonvested at March 31, 2024											2,332				33.28		234			27.45

~~(1)~~

(1)

As of ~~September 30, 2017,~~March 31, 2024, a total of ~~460,750~~136,370 restricted stock units were vested but not yet issued, of which ~~25,704~~20,685 vested during the ~~nine~~three months ended ~~September 30, 2017.~~March 31, 2024. 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.

(2)

A total of ~~employment.~~191,959 performance share unit awards with a grant date fair value of $45.04 that were included in the December 31, 2023 nonvested balance did not meet the minimum performance criteria of these awards and were effectively forfeited during the three months ended March 31, 2024.

As of ~~September 30, 2017,~~March 31, 2024, there was ~~$32~~approximately $57 million of total unrecognized compensation cost related to nonvested share compensation arrangements granted under the ~~2016 Stock Incentive Plan and the Prior Plan.~~stock-based compensation plans. That cost is expected to be recognized over a ~~weighted‑average~~weighted-average period of approximately ~~1.9~~2.3 years. The value of share awards that vested during the ~~nine~~three months ended ~~September 30, 2017~~ March 31, 2024 and ~~2016~~2023 was ~~$20~~approximately $24 million and ~~$15~~$28 million, respectively.

Table of Contents

~~16.~~18. 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.

~~Table of Contents~~

During the nine months ended September 30, 2017, we released a valuation allowance of $7 million on certain net deferred assets of our Polyurethanes business in Italy. On March 1, 2017 and April 1, 2017, we demerged the Italian legal entities containing our Polyurethanes business from our combined Italian tax group. The historical and expected continued profitability of that Polyurethanes business resulted in the release of the associated valuation allowance. During the same period, we also released a valuation allowance of $13 million on certain deferred tax assets in Luxembourg as a result of changes in estimated future taxable income resulting from increased intercompany receivables and, therefore, increased income in Luxembourg, our primary treasury center outside of the U.S.

During the nine months ended September 30, 2017 and 2016, for unrecognized tax benefits that impact tax expense, we recorded a net increase in unrecognized tax benefits and a corresponding income tax expense of $7 million and $3 million, respectively. Additional increases and decreases in unrecognized tax benefits were offset by cash settlements or decreases in net deferred tax assets and, therefore, did not affect income tax expense.

~~We recorded an additional income tax liability of approximately $45 million related to our tax gain on the Venator IPO proceeds, net of separation costs and IPO expenses.~~

Huntsman Corporation

We recorded income tax ~~expense~~benefit (expense) from continuing operations of ~~$78~~$20 million and ~~$65~~$(11) million for the ~~nine~~three months ended ~~September 30, 2017~~ March 31, 2024 and ~~2016,~~2023, respectively. During the three months ended March 31, 2024, we recorded a discrete tax benefit of $18 million resulting from the write-off of certain prepaid assets related to operating agreements with SLIC and other joint venture partners concurrent with the separation and acquisition of assets of SLIC. 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. Our effective tax rate was 18% for the nine months ended September 30, 2017. Higher than expected earnings in countries with low tax rates or valuation allowances, and the release of certain valuation allowances in Italy and Luxenbourg, resulted in a lower effective tax rate through the third quarter of 2017.

Huntsman International

Huntsman International recorded income tax (benefit) expense from continuing operations of ~~$77~~$20 million and ~~$65~~$(11) million for the ~~nine~~three months ended ~~September 30, 2017~~ March 31, 2024 and ~~2016,~~2023, respectively. During the three months ended March 31, 2024, we recorded a discrete tax benefit of $18 million resulting from the write-off of certain prepaid assets related to operating agreements with SLIC and other joint venture partners concurrent with the separation and acquisition of assets of SLIC. 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. Our effective tax rate was 18% for the nine months ended September 30, 2017. Higher than expected earnings in countries with low tax rates and valuation allowances, and the release of certain valuation allowances in Italy and Luxenbourg, resulted in a lower effective tax rate through the third quarter of 2017.

~~17. NET INCOME~~19. EARNINGS PER SHARE

Basic income per share excludes dilution and is computed by dividing net income attributable to Huntsman Corporation ~~common stockholders~~ 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 ~~available~~attributable to Huntsman Corporation ~~common stockholders~~ 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. Diluted income per share is computed using the treasury stock method for all stock-based awards. In periods with reported loss from continuing operations attributable to Huntsman Corporation, all stock-based awards are generally deemed anti-dilutive and would be excluded from the calculation of diluted income per share from continuing operations, discontinued operations and net income regardless of whether there is income or loss from discontinued operations and net income.

~~Table of Contents~~

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


	Three months				Nine months				*Three months*
	ended				ended				*ended*
	September 30,				September 30,				*March 31,*
	2017		2016		2017		2016		*2024*			*2023*
Numerator:
Basic and diluted income from continuing operations:
Income from continuing operations attributable to Huntsman Corporation	$	84	$	31	$	289	$	210
Basic and diluted net income:
Net income attributable to Huntsman Corporation	$	147	$	55	$	390	$	198
(Loss) income from continuing operations attributable to Huntsman Corporation									$	(30	)	$	31
Net (loss) income attributable to Huntsman Corporation									$	(37	)	$	153

Denominator:
Weighted average shares outstanding		238.5		236.3		238.0		236.2		171.8			182.7
Dilutive shares:
Stock-based awards		5.5		3.8		5.5		2.9		—			1.7
Total weighted average shares outstanding, including dilutive shares		244.0		240.1		243.5		239.1		171.8			184.4

Additional ~~stock‑based~~stock-based awards of ~~0.9~~approximately 2.7 million and ~~5.5~~1.5 million weighted average equivalent shares of stock were outstanding during the three months ended ~~September 30, 2017~~ March 31, 2024 and ~~2016, respectively, and 1.8 million and 5.9~~2023, 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. For the three months ended March 31, 2024, there were 0.9 million weighted average equivalent shares of stock ~~were outstanding during the nine months ended September 30, 2017 and 2016, respectively. However, these stock‑based awards were not~~ included in the ~~computation~~total anti-dilutive weighted average equivalent shares of ~~diluted earnings per share for~~stock noted above as a result of the ~~three and nine months ended September 30, 2017 and 2016 because the effect would be anti‑dilutive.~~reported loss from continuing operations attributable to Huntsman Corporation.

Table of Contents

~~18.~~20. 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 ~~four~~three 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. In connection with the Venator IPO in August 2017, we separated the P&A Business and, beginning in the third quarter of 2017, we reported the results of operations of the P&A Business as discontinued operations in our condensed consolidated financial statements for all periods presented. See “Note 4. Discontinued Operations.”

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

Segment		Products
Polyurethanes		MDI, ~~PO,~~ polyols, ~~PG,~~ TPU ~~aniline~~ and ~~MTBE~~other polyurethane-related products
Performance Products		Performance amines, ~~surfactants, LAB,~~ethyleneamines and maleic anhydride ~~other performance chemicals, EG, olefins and technology licenses~~
Advanced Materials		~~basic liquid~~Technologically-advanced epoxy, phenoxy, acrylic, polyurethane and ~~solid epoxy resins; specialty resin compounds; cross‑linking, matting~~acrylonitrile-butadiene-based polymer formulations; high performance thermoset resins, curing agents, toughening agents, and ~~curing agents; epoxy, acrylic and polyurethane‑based formulations~~carbon nanomaterials
~~Textile Effects~~

~~textile chemicals, dyes and digital inks~~

~~Table of Contents~~

Sales between segments are generally recognized at external market prices and are eliminated in consolidation. ~~Adjusted~~We use adjusted EBITDA ~~is presented as a~~to measure of 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 ~~are as follows~~ (dollars in millions):.

Three months

Nine months

ended

ended

September 30,

September 30,


2017

2016

2017

2016
Revenues:


Polyurethanes

$
1,197

$
891

$
3,172

$
2,703
Performance Products

501

509

1,595

1,611
Advanced Materials

263

247

782

774
Textile Effects

193

184

586

567
Corporate and eliminations

15

—

20

(41)
Total

$
2,169

$
1,831

$
6,155

$
5,614

Huntsman Corporation:

Segment adjusted EBITDA(1):

Polyurethanes

$
245

$
137

$
556

$
439
Performance Products

63

70

249

248
Advanced Materials

56

55

166

173
Textile Effects

19

17

64

59
Corporate and other(2)

(43)

(45)

(136)

(132)
Total

340

234

899

787
Reconciliation of adjusted EBITDA to net income:

Interest expense—continuing operations

(39)

(52)

(134)

(153)
Interest (expense) income—discontinued operations

(8)

—

(8)

1
Income tax expense—continuing operations

(35)

(6)

(78)

(65)
Income tax (expense) benefit—discontinued operations

(17)

7

(41)

8
Depreciation and amortization—continuing operations

(80)

(83)

(235)

(238)
Depreciation and amortization—discontinued operations

(9)

(30)

(68)

(84)
Net income attributable to noncontrolling interests

32

9

64

22
Other adjustments:

Business acquisition and integration expenses

(10)

(6)

(17)

(11)
Merger costs

(12)

—

(18)

—
EBITDA from discontinued operations

97

47

218

63
Minority interest of discontinued operations

(12)

(3)

(18)

(8)
Loss on early extinguishment of debt

(35)

(1)

(36)

(3)
Certain legal settlements and related expenses

—

—

(1)

—
Gain on sale of assets

—

—

8

—
Amortization of pension and postretirement actuarial losses

(19)

(14)

(55)

(42)
Plant incident remediation costs

(13)

—

(13)

—
Restructuring, impairment and plant closing and transition costs

(1)

(38)

(13)

(57)
Net income

$
179

$
64

$
454

$
220

	*Three months*
	*ended*
	*March 31,*
	*2024*			*2023*
Revenues:
Polyurethanes	$	926		$	991
Performance Products		291			334
Advanced Materials		261			289
Total reportable segments’ revenues		1,478			1,614
Intersegment eliminations		(8	)		(8	)
Total	$	1,470		$	1,606

Huntsman Corporation:
Segment adjusted EBITDA⁽¹⁾:
Polyurethanes	$	39		$	66
Performance Products		42			71
Advanced Materials		43			48
Total reportable segments’ adjusted EBITDA		124			185

Reconciliation of total reportable segments’ adjusted EBITDA to (loss) income from continuing operations before income taxes:
Interest expense, net—continuing operations		(19	)		(18	)
Depreciation and amortization—continuing operations		(69	)		(69	)
Corporate and other costs, net⁽²⁾		(43	)		(49	)
Net income attributable to noncontrolling interests		14			13
Other adjustments:
Business acquisition and integration expenses and purchase accounting inventory adjustments		(20	)		(1	)
Fair value adjustments to Venator investment, net		—			(1	)
Certain legal and other settlements and related expenses		(1	)		(1	)
Certain nonrecurring information technology project implementation costs		—			(2	)
Amortization of pension and postretirement actuarial losses		(8	)		(8	)
Restructuring, impairment and plant closing and transition (costs) credits⁽³⁾		(14	)		6
(Loss) income from continuing operations before income taxes		(36	)		55

Income tax benefit (expense)—continuing operations		20			(11	)
(Loss) income from discontinued operations, net of tax		(7	)		122
Net (loss) income	$	(23	)	$	166

Table of Contents

Three months

Nine months

ended

ended

September 30,

September 30,


2017

2016

2017

2016
Huntsman International:

Segment adjusted EBITDA(1):

Polyurethanes

$
245

$
137

$
556

$
439
Performance Products

63

70

249

248
Advanced Materials

56

55

166

173
Textile Effects

19

17

64

59
Corporate and other(2)

(41)

(43)

(132)

(128)
Total

342

236

903

791
Reconciliation of adjusted EBITDA to net income:

Interest expense—continuing operations

(44)

(55)

(146)

(162)
Interest (expense) income—discontinued operations

(8)

—

(8)

1
Income tax expense—continuing operations

(34)

(7)

(77)

(65)
Income tax (expense) benefit—discontinued operations

(17)

7

(41)

8
Depreciation and amortization—continuing operations

(78)

(79)

(227)

(228)
Depreciation and amortization—discontinued operations

(9)

(30)

(68)

(84)
Net income attributable to noncontrolling interests

32

9

64

22
Other adjustments:

Business acquisition and integration expenses

(10)

(6)

(17)

(11)
Merger costs

(12)

—

(18)

—
EBITDA from discontinued operations

96

45

215

58
Minority interest of discontinued operations

(12)

(3)

(18)

(8)
Loss on early extinguishment of debt

(35)

(1)

(36)

(3)
Certain legal settlements and related expenses

—

—

(1)

—
Gain on sale of assets

—

—

8

—
Amortization of pension and postretirement actuarial losses

(20)

(15)

(57)

(44)
Plant incident remediation costs

(13)

—

(13)

—
Restructuring, impairment and plant closing and transition costs

(1)

(38)

(13)

(57)
Net income

$
177

$
63

$
450

$
218

	Three months
	ended
	March 31,
	2024			2023
Huntsman International:
Segment adjusted EBITDA⁽¹⁾:
Polyurethanes	$	39		$	66
Performance Products		42			71
Advanced Materials		43			48
Total reportable segments’ adjusted EBITDA		124			185

Reconciliation of total reportable segments’ adjusted EBITDA to (loss) income from continuing operations before income taxes:
Interest expense, net—continuing operations		(19	)		(18	)
Depreciation and amortization—continuing operations		(69	)		(69	)
Corporate and other costs, net⁽²⁾		(41	)		(47	)
Net income attributable to noncontrolling interests		14			13
Other adjustments:
Business acquisition and integration expenses and purchase accounting inventory adjustments		(20	)		(1	)
Fair value adjustments to Venator investment, net		—			(1	)
Certain legal and other settlements and related expenses		(1	)		(1	)
Certain nonrecurring information technology project implementation costs		—			(2	)
Amortization of pension and postretirement actuarial losses		(8	)		(8	)
Restructuring, impairment and plant closing and transition (costs) credits⁽³⁾		(14	)		6
(Loss) income from continuing operations before income taxes		(34	)		57

Income tax benefit (expense)—continuing operations		20			(11	)
(Loss) income from discontinued operations, net of tax		(7	)		122
Net (loss) income	$	(21	)	$	168

(1)

~~(1)~~

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

(2)

~~(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 ~~benzene sales~~ and gains and losses on the disposition of corporate assets.

~~19. CONDENSED CONSOLIDATING FINANCIAL INFORMATION OF HUNTSMAN INTERNATIONAL LLC~~
(3)
Includes costs associated with transition activities related primarily to our Corporate program to optimize our global approach to leverage shared services capabilities.

The following unaudited condensed consolidating financial statements present, in separate columns, financial information for the following: Huntsman International (on a parent only basis), with its investment in subsidiaries recorded under the equity method; the Guarantors on a combined, and where appropriate, consolidated basis; and the Nonguarantors on a combined, and where appropriate, consolidated basis. Additional columns present eliminating adjustments and consolidated totals as of September 30, 2017 and December 31, 2016 and for the three and nine months ended September 30, 2017 and 2016. There are no contractual restrictions limiting transfers of cash from the Guarantors to Huntsman International. Each of the Guarantors is 100% owned by Huntsman International and has fully and unconditionally guaranteed, subject to certain customary release provisions, Huntsman International’s outstanding notes on a joint and several basis.

In connection with the separation of the P&A business during the third quarter of 2017 (see “Note 4. Discontinued Operations”), certain entities were removed from the debt guarantor structure. The following unaudited condensed financial statements have been presented as if the new debt guarantor structure existed for all periods presented.

Table of Contents

~~HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES~~

~~CONDENSED CONSOLIDATING BALANCE SHEETS~~

~~AS OF SEPTEMBER 30, 2017~~

~~(In Millions)~~

Consolidated

Parent

Huntsman


Company

Guarantors

Nonguarantors

Eliminations

International LLC
ASSETS

Current assets:

Cash and cash equivalents

$
56

$
—

$
382

$
—

$
438
Restricted cash

—

—

11

—

11
Accounts and notes receivable, net

36

73

1,108

5

1,222
Accounts receivable from affiliates

873

4,213

122

(4,855)

353
Inventories

81

201

808

(6)

1,084
Prepaid expenses

18

6

31

(9)

46
Other current assets

735

3

195

(740)

193
Current assets held for sale

—

—

2,745

—

2,745
Total current assets

1,799

4,496

5,402

(5,605)

6,092
Property, plant and equipment, net

451

1,111

1,469

—

3,031
Investment in unconsolidated affiliates

6,074

2,302

255

(8,376)

255
Intangible assets, net

27

—

30

—

57
Goodwill

(14)

82

71

—

139
Deferred income taxes

510

—

280

(522)

268
Notes receivable from affiliates

111

565

—

(676)

—
Other noncurrent assets

47

172

245

—

464
Total assets

$
9,005

$
8,728

$
7,752

$
(15,179)

$
10,306
LIABILITIES AND EQUITY

Current liabilities:

Accounts payable

$
60

$
175

$
631

$
5

$
871
Accounts payable to affiliates

3,783

537

602

(4,855)

67
Accrued liabilities

88

825

375

(750)

538
Note payable to affiliate

100

—

—

—

100
Current portion of debt

5

—

24

—

29
Current liabilities held for sale

—

—

1,633

—

1,633
Total current liabilities

4,036

1,537

3,265

(5,600)

3,238
Long-term debt

2,504

—

341

—

2,845
Notes payable to affiliates

717

—

676

(676)

717
Deferred income taxes

—

281

66

74

421
Other noncurrent liabilities

173

268

589

—

1,030
Total liabilities

7,430

2,086

4,937

(6,202)

8,251
Equity

Huntsman International LLC members’ equity

Members’ equity

3,412

2,256

3,484

(5,740)

3,412
Accumulated (deficit) income

(483)

2,908

166

(3,074)

(483)
Accumulated other comprehensive (loss) income

(1,354)

1,478

(1,304)

(174)

(1,354)
Total Huntsman International LLC members’ equity

1,575

6,642

2,346

(8,988)

1,575
Noncontrolling interests in subsidiaries

—

—

469

11

480
Total equity

1,575

6,642

2,815

(8,977)

2,055
Total liabilities and equity

$
9,005

$
8,728

$
7,752

$
(15,179)

$
10,306

~~Table of Contents~~

~~HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES~~

~~CONDENSED CONSOLIDATING BALANCE SHEETS~~

~~AS OF DECEMBER 31, 2016~~

~~(In Millions)~~

Consolidated

Parent

Huntsman

Company

Guarantors

Nonguarantors

Eliminations

International LLC
ASSETS

Current assets:

Cash and cash equivalents

$
37

$
—

$
347

$
—

$
384
Restricted cash

—

—

11

—

11
Accounts and notes receivable, net

22

88

1,053

5

1,168
Accounts receivable from affiliates

1,351

4,589

149

(5,760)

329
Inventories

85

183

652

(2)

918
Prepaid expenses

68

46

36

(101)

49
Other current assets

820

3

129

(725)

227
Current assets held for sale

—

—

777

—

777
Total current assets

2,383

4,909

3,154

(6,583)

3,863
Property, plant and equipment, net

463

1,163

1,385

1

3,012
Investment in unconsolidated affiliates

5,870

1,458

245

(7,325)

248
Intangible assets, net

28

—

15

—

43
Goodwill

(12)

82

51

—

121
Deferred income taxes

515

—

265

(527)

253
Notes receivable from affiliates

37

620

—

(657)

—
Other noncurrent assets

74

188

210

—

472
Noncurrent assets held for sale

—

—

1,463

—

1,463
Total assets

$
9,358

$
8,420

$
6,788

$
(15,091)

$
9,475
LIABILITIES AND EQUITY

Current liabilities:

Accounts payable

$
63

$
152

$
553

$
5

$
773
Accounts payable to affiliates

3,667

645

1,499

(5,760)

51
Accrued liabilities

87

787

420

(826)

468
Note payable to affiliate

100

—

—

—

100
Current portion of debt

30

—

20

—

50
Current liabilities held for sale

—

—

467

—

467
Total current liabilities

3,947

1,584

2,959

(6,581)

1,909
Long-term debt

3,763

—

359

—

4,122
Notes payable to affiliates

696

—

658

(657)

697
Deferred income taxes

22

257

19

69

367
Other noncurrent liabilities

174

300

577

—

1,051
Noncurrent liabilities held for sale

—

—

393

—

393
Total liabilities

8,602

2,141

4,965

(7,169)

8,539
Equity

Huntsman International LLC members’ equity

Members’ equity

3,226

2,949

5,019

(7,968)

3,226
Accumulated (deficit) income

(779)

2,332

(1,713)

(619)

(779)
Accumulated other comprehensive (loss) income

(1,691)

998

(1,652)

654

(1,691)
Total Huntsman International LLC members' equity

756

6,279

1,654

(7,933)

756
Noncontrolling interests in subsidiaries

—

—

169

11

180
Total equity

756

6,279

1,823

(7,922)

936
Total liabilities and equity

$
9,358

$
8,420

$
6,788

$
(15,091)

$
9,475

~~Table of Contents~~

~~HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES~~

~~CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE~~

~~INCOME~~

~~THREE MONTHS ENDED SEPTEMBER 30, 2017~~

~~(In Millions)~~

Consolidated

Parent

Huntsman


Company

Guarantors

Nonguarantors

Eliminations

International LLC
Revenues:

Trade sales, services and fees, net

$
296

$
498

$
1,343

$
—

$
2,137
Related party sales

55

75

255

(353)

32
Total revenues

351

573

1,598

(353)

2,169
Cost of goods sold

275

520

1,251

(352)

1,694
Gross profit

76

53

347

(1)

475
Selling, general and administrative

34

31

132

—

197
Research and development

12

11

12

—

35
Restructuring, impairment and plant closing (credits) costs

(3)

1

3

—

1
Merger costs

12

—

—

—

12
Other operating expense (income), net

20

(8)

(7)

—

5
Operating income

1

18

207

(1)

225
Interest (expense) income

(43)

7

(8)

—

(44)
Equity in income of investment in affiliates and subsidiaries

187

180

1

(367)

1
Loss on early extinguishment of debt

(35)

—

—

—

(35)
Dividend income (expense)

1

—

(1)

—

—
Other income, net

(1)

2

1

—

2
Income from continuing operations before income taxes

110

207

200

(368)

149
Income tax benefit (expense)

26

(11)

(49)

—

(34)
Income from continuing operations

136

196

151

(368)

115
Income (loss) from discontinued operations, net of tax

9

(1)

54

—

62
Net income

145

195

205

(368)

177
Net income attributable to noncontrolling interests

—

—

(32)

—

(32)
Net income attributable to Huntsman International LLC

$
145

$
195

$
173

$
(368)

$
145
Net income

$
145

$
195

$
205

$
(368)

$
177
Other comprehensive income

171

329

113

(509)

104
Comprehensive income attributable to noncontrolling interests

—

—

(36)

(1)

(37)
Comprehensive income attributable to Huntsman International LLC

$
316

$
524

$
282

$
(878)

$
244

~~Table of Contents~~

~~HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES~~

~~CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE~~

~~INCOME~~

~~THREE MONTHS ENDED SEPTEMBER 30, 2016~~

~~(In Millions)~~

Consolidated

Parent

Huntsman

Company

Guarantors

Nonguarantors

Eliminations

International LLC
Revenues:

Trade sales, services and fees, net

$
264

$
424

$
1,114

$
—

$
1,802
Related party sales

45

64

231

(311)

29
Total revenues

309

488

1,345

(311)

1,831
Cost of goods sold

249

434

1,101

(310)

1,474
Gross profit

60

54

244

(1)

357
Selling, general and administrative

33

25

126

—

184
Research and development

13

11

10

—

34
Restructuring, impairment and plant closing costs

2

6

30

—

38
Other operating income, net

3

(8)

3

—

(2)
Operating income

9

20

75

(1)

103
Interest (expense) income

(54)

7

(8)

—

(55)
Equity in (loss) income of investment  in affiliates and subsidiaries

82

80

2

(163)

1
Loss on early extinguishment of debt

(1)

—

—

—

(1)
Dividend income (expense)

1

—

(2)

1

—
Other (loss) income, net

(3)

—

3

—

—
Income from continuing operations before income taxes

34

107

70

(163)

48
Income tax benefit (expense)

20

(13)

(14)

—

(7)
Income from continuing operations

54

94

56

(163)

41
Loss from discontinued operations, net of tax

—

—

22

—

22
Net income

54

94

78

(163)

63
Net income attributable to noncontrolling interests

—

—

(9)

—

(9)
Net income attributable to Huntsman International LLC

$
54

$
94

$
69

$
(163)

$
54
Net income

$
54

$
94

$
78

$
(163)

$
63
Other comprehensive income

32

7

31

(38)

32
Comprehensive income attributable to noncontrolling interests

—

—

(6)

(3)

(9)
Comprehensive income attributable to Huntsman International LLC

$
86

$
101

$
103

$
(204)

$
86

~~Table of Contents~~

~~HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES~~

~~CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE~~

~~INCOME~~

~~NINE MONTHS ENDED SEPTEMBER 30, 2017~~

~~(In Millions)~~

Consolidated

Parent

Huntsman


Company

Guarantors

Nonguarantors

Eliminations

International LLC
Revenues:

Trade sales, services and fees, net

$
824

$
1,543

$
3,681

$
—

$
6,048
Related party sales

169

248

772

(1,082)

107
Total revenues

993

1,791

4,453

(1,082)

6,155
Cost of goods sold

792

1,551

3,585

(1,079)

4,849
Gross profit

201

240

868

(3)

1,306
Selling, general and administrative

129

94

356

—

579
Research and development

35

31

37

—

103
Restructuring, impairment and plant closing costs

1

—

12

—

13
Merger costs

18

—

—

—

18
Other operating expense (income), net

36

(33)

(12)

—

(9)
Operating (expense) income

(18)

148

475

(3)

602
Interest (expense) income

(143)

20

(23)

—

(146)
Equity in income of investment in affiliates and subsidiaries

534

453

5

(988)

4
Loss on early extinguishment of debt

(36)

—

—

—

(36)
Dividend income

1

—

—

(1)

—
Other income, net

(1)

2

4

—

5
Income from continuing operations before income taxes

337

623

461

(992)

429
Income tax benefit (expense)

56

(58)

(75)

—

(77)
Income from continuing operations

393

565

386

(992)

352
(Loss) income from discontinued operations, net of tax

(7)

(2)

107

—

98
Net income

386

563

493

(992)

450
Net income attributable to noncontrolling interests

—

—

(64)

—

(64)
Net income attributable to Huntsman International LLC

$
386

$
563

$
429

$
(992)

$
386
Net income

$
386

$
563

$
493

$
(992)

$
450
Other comprehensive income

337

479

289

(828)

277
Comprehensive income attributable to noncontrolling interests

—

—

(70)

(6)

(76)
Comprehensive income attributable to Huntsman International LLC

$
723

$
1,042

$
712

$
(1,826)

$
651

~~Table of Contents~~

~~HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES~~

~~CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE~~

~~INCOME~~

~~NINE MONTHS ENDED SEPTEMBER 30, 2016~~

~~(In Millions)~~

Consolidated

Parent

Huntsman

Company

Guarantors

Nonguarantors

Eliminations

International LLC
Revenues:

Trade sales, services and fees, net

$
787

$
1,396

$
3,336

$
—

$
5,519
Related party sales

139

222

700

(966)

95
Total revenues

926

1,618

4,036

(966)

5,614
Cost of goods sold

726

1,343

3,339

(967)

4,441
Gross profit

200

275

697

1

1,173
Selling, general and administrative

117

79

365

—

561
Research and development

35

32

36

—

103
Restructuring, impairment and plant closing costs

5

15

36

—

56
Other operating expense (income), net

11

(28)

14

—

(3)
Operating income

32

177

246

1

456
Interest (expense) income

(165)

24

(21)

—

(162)
Equity in income of investment  in affiliates and subsidiaries

67

183

6

(252)

4
Loss on early extinguishment of debt

(3)

—

—

—

(3)
Dividend income (expense)

217

(430)

430

(217)

—
Other (loss) income , net

(3)

—

8

—

5
Income (loss) from continuing operations before income taxes

145

(46)

669

(468)

300
Income tax benefit (expense)

50

(71)

(44)

—

(65)
Income (loss) from continuing operations

195

(117)

625

(468)

235
Income (loss) from discontinued operations, net of tax

1

(1)

(17)

—

(17)
Net income (loss)

196

(118)

608

(468)

218
Net income attributable to noncontrolling interests

—

—

(19)

(3)

(22)
Net income (loss) attributable to Huntsman International LLC

$
196

$
(118)

$
589

$
(471)

$
196
Net income (loss)

$
196

$
(118)

$
608

$
(468)

$
218
Other comprehensive income

27

86

32

(118)

27
Comprehensive income attributable to noncontrolling interests

—

—

(11)

(11)

(22)
Comprehensive income (loss) attributable to Huntsman International LLC

$
223

$
(32)

$
629

$
(597)

$
223

~~Table of Contents~~

~~HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES~~

~~CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS~~

~~NINE MONTHS ENDED SEPTEMBER 30, 2017~~

~~(In Millions)~~

Consolidated

Parent

Huntsman


Company

Guarantors

Nonguarantors

Eliminations

International LLC
Net cash provided by (used in) operating activities from continuing operations

$
274

$
514

$
(252)

$
—

$
536
Net cash (used in) provided by operating activities from discontinued operations

(19)

—

221

—

202
Net cash provided by (used in) operating activities

255

514

(31)

—

738

Investing activities:

Capital expenditures

(26)

(37)

(96)

—

(159)
Cash received from consolidated affiliates

800

—

(278)

(522)

—
Acquisition of business, net of cash acquired

—

—

(14)

—

(14)
Proceeds from sale of businesses/assets

—

—

21

—

21
Increase in receivable from affiliate

(3)

—

—

—

(3)
Cash received from termination of cross-currency interest rate contracts

7

—

—

—

7
Other, net

1

—

—

—

1
Net cash provided by (used in) investing activities from continuing operations

779

(37)

(367)

(522)

(147)
Net cash used in investing activities from discontinued operations

—

—

(49)

—

(49)
Net cash provided by (used in) investing activities

779

(37)

(416)

(522)

(196)

Financing activities:

Net repayments under revolving loan facilities

—

—

(36)

—

(36)
Repayments of short-term debt

—

—

(10)

—

(10)
Borrowings on short-term debt

—

—

6

—

6
Repayments of long-term debt

(1,416)

—

(23)

—

(1,439)
Proceeds from long-term debt of P&A Business

—

—

750

—

750
Proceeds from issuance of long-term debt

—

—

24

—

24
Proceeds from issuance of notes payable from affiliate

21

—

—

—

21
Repayments of notes payable

(20)

—

—

—

(20)
Borrowings on notes payable

11

—

—

—

11
Debt issuance costs paid

(3)

—

(18)

—

(21)
Dividends paid to noncontrolling interests

—

—

(26)

—

(26)
Contribution from noncontrolling interests

—

—

4

—

4
Distribution to parent

—

(477)

(45)

522

—
Dividends paid to parent

(90)

—

—

—

(90)
Proceeds from the IPO of P&A Business

522

—

—

—

522
Cash paid for the expenses of the IPO of P&A Business

(40)

—

—

—

(40)
Other, net

—

—

1

—

1
Net cash (used in) provided by financing activities

(1,015)

(477)

627

522

(343)
Effect of exchange rate changes on cash

—

—

12

—

12
Increase in cash and cash equivalents

19

—

192

—

211
Cash and cash equivalents from continuing operations at beginning of period

37

—

347

—

384
Cash and cash equivalents from discontinued operations at beginning of period

—

—

29

—

29
Cash and cash equivalents at end of period

$
56

$
—

$
568

$
—

$
624

~~During the nine months ended September 30, 2017, we made a noncash capital contribution of approximately $50 million between Parent Company and Guarantor entities.~~

~~Table of Contents~~

~~HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES~~

~~CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS~~

~~NINE MONTHS ENDED SEPTEMBER 30, 2016~~

~~(In Millions)~~

Consolidated

Parent

Huntsman


Company

Guarantors

Nonguarantors

Eliminations

International LLC
Net cash provided by operating activities from continuing operations

$
410

$
87

$
239

$
—

$
736
Net cash provided by operating activities from discontinued operations

—

—

107

—

107
Net cash provided by operating activities

410

87

346

—

843

Investing activities:

Capital expenditures

(24)

(66)

(124)

—

(214)
Investment in affiliate

(11)

(3)

(2)

14

(2)
Decrease in receivable in affiliate

3

—

—

—

3
Change in restricted cash

—

—

1

—

1
Other, net

—

1

1

—

2
Net cash used in investing activities from continuing operations

(32)

(68)

(124)

14

(210)
Net cash used in investing activities from discontinued operations

—

—

(57)

—

(57)
Net cash used in investing activities

(32)

(68)

(181)

14

(267)

Financing activities:

Net repayments on overdraft facilities

$
—

$
(1)

$
—

$
—

$
(1)
Repayments of short-term debt

—

—

(41)

—

(41)
Borrowings on short-term debt

—

—

8

—

8
Repayments of long-term debt

(774)

—

(21)

—

(795)
Proceeds from issuance of long-term debt

547

—

5

—

552
Repayments of notes payable to affiliate

(7)

—

—

6

(1)
Proceeds of notes payable to affiliate

—

—

6

(6)

—
Repayments of notes payable

(23)

—

(2)

—

(25)
Borrowings on notes payable

30

—

1

—

31
Debt issuance costs paid

(8)

—

—

—

(8)
Dividends paid to noncontrolling interests

—

—

(26)

—

(26)
Contribution from parent

—

3

31

(34)

—
Distribution to parent

—

(20)

—

20

—
Dividends paid to parent

(89)

(1)

—

—

(90)
Other, net

1

—

—

—

1
Net cash used in financing activities

(323)

(19)

(39)

(14)

(395)
Effect of exchange rate changes on cash from continuing operations

—

—

1

—

1
Increase in cash and cash equivalents

55

—

127

—

182
Cash and cash equivalents from continuing operations at beginning of period

44

—

192

—

236
Cash and cash equivalents from discontinued operations at beginning of period

—

—

21

—

21
Cash and cash equivalents at end of period

$
99

$
—

$
340

$
—

$
439

~~During the nine months ended September 30, 2016, we made a noncash capital contribution of approximately $215 million between Parent Company and certain Nonguarantors.~~

~~Table of Contents~~

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

~~OVERVIEW~~Results of Operations

~~We operate~~As discussed 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, personal care and hygiene, durable and non‑durable consumer products, digital inks, electronics, 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, surfactants, maleic anhydride, epoxy‑based polymer formulations, textile chemicals and dyes. Our revenues for the nine months ended September 30, 2017 and 2016 were $6,155 million and $5,614 million, respectively.

~~RECENT DEVELOPMENTS~~

~~Separation of the P&A Business~~

~~In August 2017, we made early prepayments of $1,207 million on our Senior Credit Facilities, of which $106 million was paid on our~~ ~~2015 Extended Term Loan B, $347 million was paid on our~~ ~~2021 Term Loan B, and $754 million was paid on our~~ ~~2023 Term Loan B. The funds used to pay down~~statements, the ~~debt included $732 million received~~results from ~~Venator ($750 million of debt raised by Venator net of $18 million of debt issuance costs), upon its payment of intercompany debt obligations owed to Huntsman and $475 million from proceeds of~~continuing operations primarily exclude the ~~Venator IPO. In connection with the $1,207 million prepayments~~results of our ~~term loans, we recognized a loss on early extinguishment of debt of $34 million. See “Note 7. Debt—Direct and Subsidiary Debt—Senior Credit Facilities”~~ ~~to our condensed consolidated financial statements.~~

~~Termination of Huntsman and Clariant Merger Agreement~~

As previously disclosed, on May 21, 2017, Huntsman, Clariant and Merger Sub entered into the Merger Agreement which contemplated that Merger Sub would be merged with and into Huntsman, with Huntsman surviving the merger as a wholly-owned subsidiary of Clariant. ~~On October 26, 2017, Huntsman, Clariant and Merger Sub~~ entered into the Termination Agreement, dated as of October 26, 2017, pursuant to which the parties mutually terminated the Merger Agreement. No fees are currently payable under the terms of the Termination Agreement. Huntsman and Clariant also agreed to release each other from certain claims and liabilities arising out of or related to the Merger Agreement or the transactions contemplated therein or thereby. Pursuant to the Termination Agreement, each party agrees to bear its own costs, fees and expenses in connection with Merger Agreement and the transactions contemplated thereby, exceptTextile Effects Business for specified joint filing fees and related expenses as set forth in the Merger Agreement. During the three and nine months ended September 30, 2017 and 2016, we incurred merger-related costs of $12 million, $18 million, nil and nil, respectively.

~~Debt Prepayment~~

~~Table of Contents~~

~~OUTLOOK~~

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

~~Polyurethanes~~:

~~Solid MDI demand and margins~~

~~2018 to benefit from new projects coming on-line~~

~~Fourth quarter of 2017 a seasonally weaker quarter compared to third quarter of 2017~~

~~Weak MTBE margins~~

~~Performance Products~~:

~~Continued improvement in profitability in core businesses~~

~~Fourth quarter of 2017 planned Port Neches EO/EG maintenance with estimated $15 million EBITDA impact~~

~~Despite planned outage, fourth quarter of 2017 expected to be better than both fourth quarter of 2016 and sequentially~~

~~Advanced Materials~~:

~~Stable aerospace demand and continued growth in specialty products~~

~~Stronger adjusted EBITDA in fourth quarter of 2017 as compared to the fourth quarter of 2016~~

~~Wind market continues to be soft~~

~~Textile Effects~~:

~~Sustainable solutions driving two times GDP volume growth~~

~~In 2017, we expect to spend approximately $290 million on capital expenditures, net of reimbursements~~.

~~We expect our fourth quarter adjusted effective tax rate will be similar to our third quarter rate of 24%. Our 2018 adjusted effective tax rate will be approximately 25% to 28%.~~

~~Table of Contents~~

~~RESULTS OF OPERATIONS~~

all periods presented. For each of our Company and Huntsman International, the following tables set forth the condensed consolidated results of operations (dollars in millions, except per share amounts):

Huntsman Corporation

	Three months
	ended
	March 31,						Percent
	2024			2023			change
Revenues	$	1,470		$	1,606			(8	)%
Cost of goods sold		1,269			1,337			(5	)%
Gross profit		201			269			(25	)%
Operating expenses, net		209			215			(3	)%
Restructuring, impairment and plant closing costs (credits)		11			(7	)		NM
Gain on acquisition of assets, net		(52	)		—			NM
Prepaid asset write-off		71			—			NM
Operating (loss) income		(38	)		61			NM
Interest expense, net		(19	)		(18	)		6	%
Equity in income of investment in unconsolidated affiliates		19			12			58	%
Other expense, net		2			—			NM
(Loss) income from continuing operations before income taxes		(36	)		55			NM
Income tax benefit (expense)		20			(11	)		NM
(Loss) income from continuing operations		(16	)		44			NM
(Loss) income from discontinued operations, net of tax⁽¹⁾		(7	)		122			NM
Net (loss) income		(23	)		166			NM
Reconciliation of net (loss) income to adjusted EBITDA:
Net income attributable to noncontrolling interests		(14	)		(13	)		8	%
Interest expense, net from continuing operations		19			18			6	%
Income tax (benefit) expense from continuing operations		(20	)		11			NM
Income tax (benefit) expense from discontinued operations		(1	)		15			NM
Depreciation and amortization from continuing operations		69			69			—
Other adjustments:
Business acquisition and integration expenses and purchase accounting inventory adjustments		20			1
EBITDA from discontinued operations⁽¹⁾		8			(137	)
Fair value adjustments to Venator investment, net		—			1
Certain legal and other settlements and related expenses		1			1
Certain nonrecurring information technology project implementation costs		—			2
Amortization of pension and postretirement actuarial losses		8			8
Restructuring, impairment and plant closing and transition costs (credits)⁽²⁾		14			(6	)
Adjusted EBITDA⁽³⁾	$	81		$	136			(40	)%

Net cash used in operating activities from continuing operations	$	(63	)	$	(122	)		(48	)%
Net cash (used in) provided by investing activities from continuing operations		(30	)		493			NM
Net cash provided by (used in) financing activities		108			(379	)		NM
Capital expenditures from continuing operations		(42	)		(46	)		(9	)%

Table of Contents

Huntsman International

	Three months
	ended
	March 31,						Percent
	2024			2023			change
Revenues	$	1,470		$	1,606			(8	)%
Cost of goods sold		1,269			1,337			(5	)%
Gross profit		201			269			(25	)%
Operating expenses, net		207			213			(3	)%
Restructuring, impairment and plant closing costs (credits)		11			(7	)		NM
Gain on acquisition of assets, net		(52	)		—			NM
Prepaid asset write-off		71			—			NM
Operating (loss) income		(36	)		63			NM
Interest expense, net		(19	)		(18	)		6	%
Equity in income of investment in unconsolidated affiliates		19			12			58	%
Other expense, net		2			—			NM
(Loss) income from continuing operations before income taxes		(34	)		57			NM
Income tax benefit (expense)		20			(11	)		NM
(Loss) income from continuing operations		(14	)		46			NM
(Loss) income from discontinued operations, net of tax⁽¹⁾		(7	)		122			NM
Net (loss) income		(21	)		168			NM
Reconciliation of net (loss) income to adjusted EBITDA:
Net income attributable to noncontrolling interests		(14	)		(13	)		8	%
Interest expense, net from continuing operations		19			18			6	%
Income tax (benefit) expense from continuing operations		(20	)		11			NM
Income tax (benefit) expense from discontinued operations		(1	)		15			NM
Depreciation and amortization from continuing operations		69			69			—
Other adjustments:
Business acquisition and integration expenses and purchase accounting inventory adjustments		20			1
EBITDA from discontinued operations⁽¹⁾		8			(137	)
Fair value adjustments to Venator investment, net		—			1
Certain legal and other settlements and related expenses		1			1
Certain nonrecurring information technology project implementation costs		—			2
Amortization of pension and postretirement actuarial losses		8			8
Restructuring, impairment and plant closing and transition costs (credits)⁽²⁾		14			(6	)
Adjusted EBITDA⁽³⁾	$	83		$	138			(40	)%

Net cash used in operating activities from continuing operations	$	(62	)	$	(122	)		(49	)%
Net cash (used in) provided by investing activities from continuing operations		(39	)		385			NM
Net cash provided by (used in) financing activities		116			(271	)		NM
Capital expenditures from continuing operations		(42	)		(46	)		(9	)%

Table of Contents

Huntsman Corporation

	Three months								Three months
	ended								ended
	March 31, 2024								March 31, 2023
			Tax and									Tax and
	Gross		other⁽⁴⁾			Net			Gross			other⁽⁴⁾			Net
Reconciliation of net (loss) income to adjusted net income
Net (loss) income						$	(23	)							$	166
Net income attributable to noncontrolling interests							(14	)								(13	)
Business acquisition and integration expenses and purchase accounting inventory adjustments	$	20	$	(18	)		2		$	1		$	—			1
Loss (income) from discontinued operations⁽¹⁾⁽⁵⁾		8		(1	)		7			(137	)		15			(122	)
Fair value adjustments to Venator investment, net		—		—			—			1			—			1
Certain legal and other settlements and related expenses		1		—			1			1			—			1
Certain nonrecurring information technology project implementation costs		—		—			—			2			—			2
Amortization of pension and postretirement actuarial losses		8		(1	)		7			8			(1	)		7
Restructuring, impairment and plant closing and transition costs (credits)⁽²⁾		14		(5	)		9			(6	)		—			(6	)
Adjusted net (loss) income(3)						$	(11	)							$	37

Weighted average shares-basic							171.8									182.7
Weighted average shares-diluted							171.8									184.4

Basic net (loss) income attributable to Huntsman Corporation per share:
(Loss) income from continuing operations						$	(0.18	)							$	0.17
(Loss) income from discontinued operations							(0.04	)								0.67
Net (loss) income						$	(0.22	)							$	0.84

Diluted net (loss) income attributable to Huntsman Corporation per share:
(Loss) income from continuing operations						$	(0.18	)							$	0.17
(Loss) income from discontinued operations							(0.04	)								0.66
Net (loss) income						$	(0.22	)							$	0.83

Other non-GAAP measures:
Diluted adjusted net (loss) income per share⁽³⁾						$	(0.06	)							$	0.20

Net cash used in operating activities from continuing operations						$	(63	)							$	(122	)
Capital expenditures from continuing operations							(42	)								(46	)
Free cash flow from continuing operations⁽³⁾						$	(105	)							$	(168	)

Effective tax rate							56	%								20	%
Impact of non-GAAP adjustments⁽⁶⁾							1	%								(1	)%
Adjusted effective tax rate							57	%								19	%

NM—Not meaningful

(1)	Includes the net (loss) gain on the sale of our Textile Effects Business.

(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.

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

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

Three months

Nine months

ended

ended

September 30,

Percent

September 30,

Percent


2017

2016

Change

2017

2016

Change
Revenues

$
2,169

$
1,831

18%

$
6,155

$
5,614

10%
Cost of goods sold

1,695

1,475

15%

4,852

4,444

9%
Gross profit

474

356

33%

1,303

1,170

11%
Operating expenses

238

217

10%

677

664

2%
Restructuring, impairment and plant closing costs

1

38

(97)%

13

56

(77)%
Merger costs

12

—

NM

18

—

NM
Operating income

223

101

121%

595

450

32%
Interest expense

(39)

(52)

(25)%

(134)

(153)

(12)%
Equity in income of investment in unconsolidated affiliates

1

1

—

4

4

—
Loss on early extinguishment of debt

(35)

(1)

NM

(36)

(3)

NM
Other (loss) income, net

1

(3)

NM

2

(1)

NM
Income from continuing operations before income taxes

151

46

228%

431

297

45%
Income tax expense

(35)

(6)

483%

(78)

(65)

20%
Income from continuing operations

116

40

190%

353

232

52%
Income (loss) from discontinued operations, net of tax

63

24

163%

101

(12)

NM
Net income

179

64

180%

454

220

106%
Reconciliation of net income to adjusted EBITDA:

Net income attributable to noncontrolling interests

(32)

(9)

256%

(64)

(22)

191%
Interest expense from continuing operations

39

52

(25)%

134

153

(12)%
Interest expense (income) from discontinued operations

8

—

NM

8

(1)

NM
Income tax expense from continuing operations

35

6

483%

78

65

20%
Income tax expense (benefit) from discontinued operations

17

(7)

NM

41

(8)

NM
Depreciation and amortization of continuing operations

80

83

(4)%

235

238

(1)%
Depreciation and amortization of discontinued operations

9

30

(70)%

68

84

(19)%
Other adjustments:

Business acquisition and integration expenses

10

6

17

11

Merger costs

12

—

18

—

EBITDA from discontinued operations

(97)

(47)

(218)

(63)

Minority interest of discontinued operations

12

3

18

8

Loss on early extinguishment of debt

35

1

36

3

Certain legal settlements and related expenses

—

—

1

—

Gain on sale of assets

—

—

(8)

—

Amortization of pension and postretirement actuarial losses

19

14

55

42

Plant incident remediation costs

13

—

13

—

Restructuring, impairment and plant closing and transition costs

1

38

13

57

Adjusted EBITDA(1)

$
340

$
234

45%

$
899

$
787

14%

Net cash provided by operating activities from continuing operations

$
538

$
736

(27)%
Net cash used in investing activities from continuing operations

(145)

(213)

(32)%
Net cash used in financing activities

(349)

(397)

(12)%
Capital expenditures from continuing operations

(159)

(214)

(26)%

Table of Contents

~~Huntsman International~~

Three months

Nine months

ended

ended

September 30,

Percent

September 30,

Percent


2017

2016

Change

2017

2016

Change
Revenues

$
2,169

$
1,831

18%

$
6,155

$
5,614

10%
Cost of goods sold

1,694

1,474

15%

4,849

4,441

9%
Gross profit

475

357

33%

1,306

1,173

11%
Operating expenses

237

216

10%

673

661

2%
Restructuring, impairment and plant closing costs

1

38

(97)%

13

56

(77)%
Merger costs

12

—

NM

18

—

NM
Operating income

225

103

118%

602

456

32%
Interest expense

(44)

(55)

(20)%

(146)

(162)

(10)%
Equity in income of investment in unconsolidated affiliates

1

1

—

4

4

—
Loss on early extinguishment of debt

(35)

(1)

NM

(36)

(3)

NM
Other (loss) income, net

2

—

NM

5

5

—
Income from continuing operations before income taxes

149

48

210%

429

300

43%
Income tax expense

(34)

(7)

386%

(77)

(65)

18%
Income from continuing operations

115

41

180%

352

235

50%
Income (loss) from discontinued operations, net of tax

62

22

182%

98

(17)

NM
Net income

177

63

181%

450

218

106%
Reconciliation of net income to adjusted EBITDA:

Net income attributable to noncontrolling interests

(32)

(9)

256%

(64)

(22)

191%
Interest expense from continuing operations

44

55

(20)%

146

162

(10)%
Interest expense (income) from discontinued operations

8

—

NM

8

(1)

NM
Income tax expense from continuing operations

34

7

386%

77

65

18%
Income tax expense (benefit) from discontinued operations

17

(7)

NM

41

(8)

NM
Depreciation and amortization of continuing operations

78

79

(1)%

227

228

—
Depreciation and amortization of discontinued operations

9

30

(70)%

68

84

(19)%
Other adjustments:

Business acquisition and integration expenses

10

6

17

11

Merger costs

12

—

18

—

EBITDA from discontinued operations

(96)

(45)

(215)

(58)

Minority interest of discontinued operations

12

3

18

8

Loss on early extinguishment of debt

35

1

36

3

Certain legal settlements and related expenses

—

—

1

—

Gain on sale of assets

—

—

(8)

—

Amortization of pension and postretirement actuarial losses

20

15

57

44

Plant incident remediation costs

13

—

13

—

Restructuring, impairment and plant closing and transition costs

1

38

13

57

Adjusted EBITDA(1)

$
342

$
236

45%

$
903

$
791

14%

Net cash provided by operating activities from continuing operations

$
536

$
736

(27)%
Net cash used in investing activities from continuing operations

(147)

(210)

(30)%
Net cash used in financing activities

(343)

(395)

(13)%
Capital expenditures from continuing operations

(159)

(214)

(26)%

~~Table of Contents~~

~~Huntsman Corporation~~

Three months

Three months

ended

ended

September 30, 2017

September 30, 2016


Gross

Tax and other(3)

Net

Gross

Tax and other(3)

Net
Reconciliation of net income to adjusted net income

Net income

$
179

$
64
Net income attributable to noncontrolling interests

(32)

(9)
Business acquisition and integration expenses

$
10

$
(3)

7

$
6

$
(2)

4
Merger costs

12

(1)

11

—

—

—
Loss from discontinued operations(6)

(97)

34

(63)

(47)

23

(24)
Minority interest of discontinued operations

12

—

12

3

—

3
Loss on early extinguishment of debt

35

(12)

23

1

—

1
Gain on sale of assets

—

—

—

—

—

—
Amortization of pension and postretirement actuarial losses

19

(3)

16

14

(5)

9
Plant incident remediation costs

13

(4)

9

—

—

—
Restructuring, impairment and plant closing and transition costs

1

1

2

38

(12)

26
Adjusted net income(2)

$
164

$
74

Weighted average shares-basic

238.5

236.3
Weighted average shares-diluted

244.0

240.1

Basic net income attributable to Huntsman Corporation per share:

Income from continuing operations

$
0.36

$
0.13
Income from discontinued operations

0.26

0.10
Net income

$
0.62

$
0.23

Diluted net income attributable to Huntsman Corporation per share:

Income from continuing operations

$
0.34

$
0.13
Income from discontinued operations

0.26

0.10
Net income

$
0.60

$
0.23

Other non-GAAP measures:

Adjusted net income per share(2):

Basic

$
0.69

$
0.31
Diluted

0.67

0.31

~~Table of Contents~~

Nine months

Nine months

ended

ended

September 30, 2017

September 30, 2016


Gross

Tax and other(3)

Net

Gross

Tax and other(3)

Net
Reconciliation of net income to adjusted net income

Net income

$
454

$
220
Net income attributable to noncontrolling interests

(64)

(22)
Business acquisition and integration expenses

$
17

$
(4)

13

$
11

$
(3)

8
Merger costs

18

(1)

17

—

—

—
Loss from discontinued operations(6)

(218)

117

(101)

(63)

75

12
Minority interest of discontinued operations

18

—

18

8

—

8
Loss on early extinguishment of debt

36

(12)

24

3

(1)

2
Certain legal settlements and related expenses

1

—

1

—

—

—
Gain on sale of assets

(8)

—

(8)

—

—

—
Amortization of pension and postretirement actuarial losses

55

(11)

44

42

(10)

32
Plant incident remedation costs

13

(4)

9

—

—

—
Restructuring, impairment and plant closing and transition costs

13

(2)

11

57

(15)

42
Adjusted net income(2)

$
418

$
302

Weighted average shares-basic

238.0

236.2
Weighted average shares-diluted

243.5

239.1

Basic net income attributable to Huntsman Corporation per share:

Income from continuing operations

$
1.22

$
0.89
Income from discontinued operations

0.42

(0.05)
Net income

$
1.64

$
0.84

Diluted net income attributable to Huntsman Corporation per share:

Income from continuing operations

$
1.19

$
0.88
Income from discontinued operations

0.41

(0.05)
Net income

$
1.60

$
0.83

Other non-GAAP measures:

Adjusted net income per share(2):

Basic

$
1.76

$
1.28
Diluted

1.72

1.26

Capital expenditures, net of reimbursements(4)

$
(158)

$
(186)

Net cash provided by operating activities from continuing operations

$
538

$
736
Capital expenditures

(159)

(214)
All other investing activities from continuing operations, excluding acquisitions and disposition activities

7

1
Non-recurring merger costs

18

—
Free cash flow(5)

$
404

$
523

~~Table of Contents~~

Non-GAAP Financial Measures

~~Huntsman International~~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.

~~NM—Not meaningful~~Adjusted EBITDA

~~(1)~~

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,~~

~~Table~~ of ~~Contents~~

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; (b) merger costs; (c) EBITDA from discontinued operations; (d) minority interest of discontinued operations; (e) loss on early extinguishment of debt (f) certain legal settlements and related expenses; (g) gain on sale of assets; (h) amortization of pension and postretirement actuarial losses; (i) plant incident remediation costs; and (j) restructuring, impairment and plant closing and transition costs.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) certain legal and other settlements and related expenses; (e) certain nonrecurring information technology project implementation costs; (f) amortization of pension and postretirement actuarial losses; and (g) restructuring, impairment and plant closing and transition costs (credits). 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.

~~EBITDA and~~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 ~~other~~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. ~~There~~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 ~~our~~the use of ~~these measures because they do not reflect~~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, including the effects~~performance. For example, we have borrowed money in order to finance our operations and interest expense is a necessary element of ~~interest, income taxes, depreciation~~our costs and ~~amortization.~~ability to generate revenue. Our management compensates for the limitations of ~~these measures~~using adjusted EBITDA by using ~~them as~~this measure to supplement U.S. GAAP results to provide a ~~supplement to~~more complete understanding of the factors and trends affecting the business rather than U.S. GAAP ~~results.~~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) loss (income) from discontinued operations; (c) fair value adjustments to Venator investment, net; (d) certain legal and other settlements and related expenses; (e) certain nonrecurring information technology project implementation costs; (f) amortization of pension and postretirement actuarial losses; and (g) restructuring, impairment and plant closing and transition costs (credits). 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.

~~(2)~~

Adjusted net income is computed by eliminating the after‑tax amounts related to the following from net income attributable to Huntsman Corporation or Huntsman International, as appropriate: (a) business acquisition and integration expenses; (b) merger costs; (c) loss from discontinued operations; (d) minority interest of discontinued operations; (e) loss on early extinguishment of debt; (f) certain legal settlements and related expenses; (g) gain on sale of assets; (h) amortization of pension and postretirement actuarial losses; (i) plant incident remediation costs; and (j) 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.

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~~(3)~~

The income tax impacts, if any, of each adjusting item represent a ratable allocation of the total difference between the unadjusted tax expense and the total adjusted tax expense, computed without consideration of any adjusting items using a with and without approach. We do not adjust for changes in tax valuation allowances because we do not believe it provides more meaningful information than is provided under GAAP.

~~(4)~~

Capital expenditures, net of reimbursements, represent cash paid for capital expenditures less payments received as reimbursements from customers and joint venture partners. During the nine months ended September 30, 2017 and 2016, capital expenditures from continuing operations of $159 million and $214 million, respectively, were reimbursed in part by $1 million and $28 million, respectively, from joint venture partners.

~~(5)~~

Our management uses free cash flow to assess financial performance. Free cash flow is not a defined term under U.S. GAAP, and it should not be inferred that the entire free cash flow amount is available for discretionary expenditures. The Company defines free cash flow as net cash flows provided by operating activities from continuing operations and used in investing activities from continuing operations, excluding acquisition/disposition activities and including non-recurring separation costs. Free cash flow is typically derived directly from the Company’s condensed consolidated statement of cash flows; however, it may be adjusted for items that affect comparability between periods.

~~(6)~~

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

Three Months Ended ~~September 30, 2017~~March 31, 2024 Compared with Three Months Ended ~~September 30, 2016~~March 31, 2023

~~As discussed in “Note 4. Discontinued Operations” to our condensed consolidated financial statements,~~For the ~~results~~three months ended March 31, 2024, loss from continuing operations ~~for all periods presented exclude the results of the former P&A Business and the results of our former polymers, base chemicals and Australian styrenics business. The increase of $92 million in net~~

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~~income~~ attributable to Huntsman Corporation ~~and the increase~~was $30 million, a decrease of ~~$91~~$61 million from income of $31 million in ~~net income~~the 2023 period. For the three months ended March 31, 2024, loss from continuing operations attributable to Huntsman International was $28 million, a decrease of $61 million from income of $33 million in the 2023 period. The decreases noted above were the result of the following items:

●

Revenues for the three months ended ~~September 30, 2017 increased~~March 31, 2024 decreased by ~~$338~~$136 million, or ~~18%~~8%, as compared with the ~~2016~~2023 period. The ~~increase~~decrease was primarily due to ~~higher~~lower average selling prices in all our segments, ~~except for our Textile Effects segment, and~~partially offset by higher sales volumes in ~~all~~ our ~~segments, except for our~~Polyurethanes and Performance Products ~~segment.~~segments. See “—Segment Analysis” below.

●

Gross profit for the three months ended ~~September 30, 2017 increased~~March 31, 2024 decreased by ~~$118~~$68 million, or ~~33%~~25%, as compared with the ~~2016~~2023 period. The ~~increase~~decrease resulted from ~~higher~~lower gross ~~margins~~profits in all our ~~Polyurethanes and Advanced Materials~~ segments. See “—Segment Analysis” below.

Operating expenses for the three months ended September 30, 2017 increased by $21 million, or 10% as compared with the 2016 period, primarily related to an increase in acquisition related expenses and weather related clean up costs.

●

Restructuring, impairment and plant closing costs (credits) were $11 million for the three months ended ~~September 30, 2017 decreased to $1 million from $38~~March 31, 2024 as compared with $(7) million in the ~~2016~~2023 period. For ~~more~~further information, ~~concerning restructuring activities,~~ see “Note 6.7. Restructuring, Impairment and Plant Closing Costs” to our condensed consolidated financial statements.

●

Gain on acquisition of assets, net was approximately $52 million for the three months ended March 31, 2024 related to a preliminary net bargain purchase gain related to the separation and acquisition of assets of SLIC. For further information, see “Note 3. Business Combinations and Acquisitions—Separation and Acquisition of Assets of SLIC Joint Venture” to our condensed consolidated financial statements.

●

Prepaid asset write-off was approximately $71 million for the three months ended March 31, 2024. Concurrent with the acquisition of assets of SLIC, we wrote off certain prepaid assets related to operating agreements with SLIC and other joint venture partners. For further information, see “Note 3. Business Combinations and Acquisitions—Separation and Acquisition of Assets of SLIC Joint Venture” to our condensed consolidated financial statements.

●

Equity in income of investment in unconsolidated affiliates for the three months ended March 31, 2024 increased to $19 million from $12 million in the 2023 period, primarily related to an increase in income at our joint venture in China.

●

Our ~~interest expense~~income tax benefit (expense) and the ~~interest expense~~income tax benefit (expense) of Huntsman International for the three months ended ~~September 30, 2017 decreased by $13~~March 31, 2024 was a benefit of $20 million ~~and $11 million, respectively, or 25% and 20%, respectively,~~ as compared with expense of $11 million in the ~~2016~~2023 period. The ~~decrease~~increase in income tax benefit was primarily due to the ~~early repayments on our 2015 Extended Term Loan B, our 2021 Term Loan B and our 2023 Term Loan B.~~

~~Loss on early extinguishment~~increase in loss from continuing operations before income taxes as well as a discrete tax benefit of ~~debt for three months ended September 30, 2017 increased to $35~~$18 million resulting from ~~$1 million in~~ the ~~2016 period. During the three months ended September 30, 2017, we recorded a loss on early extinguishment~~write-off of ~~debt of $34 million~~certain prepaid assets related to operating agreements with SLIC and other joint venture partners concurrent with the ~~early repayments on~~separation and acquisition of assets of SLIC. For further information, see “Note 3. Business Combinations and Acquisitions—Separation and Acquisition of Assets of SLIC Joint Venture” to our ~~2015 Extended Term Loan B, our 2021 Term Loan B and our 2023 Term Loan B.~~

condensed consolidated financial statements. Our income tax expense for the three months ended September 30, 2017 increased to $35 million from $6 million in the 2016 period. The income tax expense of Huntsman International for the three months ended September 30, 2017 increased to $34 million from $7 million in the 2016 period. Our income tax expensebenefit (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. For further information, ~~concerning income taxes,~~ see “Note ~~16.~~18. Income Taxes” ~~to our condensed consolidated financial statements.~~

~~Beginning in the third quarter of 2017, we reported the results of operations of the former P&A Business as discontinued operations. See “Note 4. Discontinued Operations”~~ to our condensed consolidated financial statements. In addition to the former P&A Business, the results of operations of our former polymers, base chemicals and Australian businesses are reported as discontinued operations for all periods presented. Our income from discontinued operations, net of tax for the three months ended September 30, 2017 increased to $63 million from $24 million in the 2016 period. Income from discontinued operations, net of tax of Huntsman International for the three months ended September 30, 2017 increased to $62 million from $22 million in the 2016 period. The increase was primarily due to Venator’s improved margins primarly as a result from higher average selling prices and higher sales volumes in titanium dioxide, offset in part by higher business separation expenses.

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Segment Analysis

						Three months						Percent
	Three months				Percent	ended						change
	ended				Change	March 31,						(unfavorable )
	September 30,				Favorable
	2017		2016		(Unfavorable)
(Dollars in millions)						2024			2023			favorable
Revenues
Polyurethanes	$	1,197	$	891	34%	$	926		$	991			(7	)%
Performance Products		501		509	(2)%		291			334			(13	)%
Advanced Materials		263		247	6%		261			289			(10	)%
Textile Effects		193		184	5%
Corporate and eliminations		15		—	NM
Total reportable segments’ revenues							1,478			1,614			(8	)%
Intersegment eliminations						(8		)	(8		)	NM
Total	$	2,169	$	1,831	18%	$	1,470		$	1,606			(8	)%

Huntsman Corporation
Segment adjusted EBITDA(1)
Segment adjusted EBITDA⁽¹⁾
Polyurethanes	$	245	$	137	79%	$	39		$	66			(41	)%
Performance Products		63		70	(10)%		42			71			(41	)%
Advanced Materials		56		55	2%		43			48			(10	)%
Textile Effects		19		17	12%
Total reportable segments’ adjusted EBITDA							124			185			(33	)%
Corporate and other		(43)		(45)	4%		(43	)		(49	)		12	%
Total	$	340	$	234	45%	$	81		$	136			(40	)%

Huntsman International
Segment adjusted EBITDA(1)
Segment adjusted EBITDA⁽¹⁾
Polyurethanes	$	245	$	137	79%	$	39		$	66			(41	)%
Performance Products		63		70	(10)%		42			71			(41	)%
Advanced Materials		56		55	2%		43			48			(10	)%
Textile Effects		19		17	12%
Total reportable segments’ adjusted EBITDA							124			185			(33	)%
Corporate and other		(41)		(43)	5%		(41	)		(47	)		13	%
Total	$	342	$	236	45%	$	83		$	138			(40	)%

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.

	Three months ended March 31, 2024 vs 2023
	Average selling price⁽¹⁾
	Local			Foreign currency		Sales
	currency and mix			translation impact		volumes⁽²⁾
Period-over-period increase (decrease)
Polyurethanes		(16	)%		—		9	%
Performance Products		(17	)%		—		4	%
Advanced Materials		(6	)%		—		(4	)%

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

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

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For more information, including reconciliation of segment adjusted EBITDA to net income of Huntsman Corporation or Huntsman International, as appropriate, see “Note 18. Operating Segment Information” to our condensed consolidated financial statements.

Three months ended September 30, 2017 vs 2016

Average Selling Price(1)

Local

Foreign Currency

Mix &

Sales


Currency

Translation Impact

Other

Volumes(2)
Period-Over-Period Increase (Decrease)

Polyurethanes

20%

2%

—

12%
Performance Products

9%

1%

4%

(16)%
Advanced Materials

1%

2%

—

3%
Textile Effects

(1)%

1%

(2)%

7%
Total Company

12%

2%

3%

1%

Three months ended September 30, 2017 vs June 30, 2017

Average Selling Price(1)

Local

Foreign Currency

Mix &

Sales


Currency

Translation Impact

Other

Volumes(2)
Period-Over-Period Increase (Decrease)

Polyurethanes

3%

3%

(1)%

12%
Performance Products

1%

2%

4%

(18)%
Advanced Materials

(1)%

3%

3%

(4)%
Textile Effects

(3)%

1%

(1)%

(3)%
Total Company

1%

3%

3%

(1)%

~~(1)~~

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

~~(2)~~

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

Polyurethanes

The ~~increase~~decrease in revenues in our Polyurethanes segment for the three months ended ~~September 30, 2017~~March 31, 2024 compared to the same period of ~~2016~~2023 was primarily due to ~~higher~~lower MDI average selling prices and unfavorable sales mix, partially offset by higher sales volumes. MDI average selling prices ~~increased in response~~decreased primarily due to ~~continued strong market conditions~~less favorable supply and ~~higher raw material costs. MTBE average selling prices increased primarily as a result of higher pricing for high octane gasoline. MDI sales~~demand dynamics. Sales volumes increased due to ~~increased~~modestly improved demand ~~across most major markets. MTBE sales volumes increased due to the timing of shipments~~and share gains in certain markets, primarily in the ~~2016 period, partially offset by the impact of hurricane related production outages during the third quarter of 2017.~~Americas and Europe regions. The ~~increase~~decrease in segment adjusted EBITDA was primarily due to ~~higher~~lower MDI ~~margins,~~average selling prices, partially offset by lower ~~MTBE~~raw materials costs, higher sales volumes, higher equity earnings and ~~the estimated $15 million impact of hurricane related production outages during the third quarter of 2017.~~cost savings from our cost optimization programs.

Performance Products

The decrease in revenues in our Performance Products segment for the three months ended ~~September 30, 2017~~March 31, 2024 compared to the same period of ~~2016~~2023 was primarily due to lower ~~sales volumes, partially offset by higher~~ average selling prices. Sales volumes decreased primarily due to the sale of the European surfactants business to Innospec Inc. on December 30, 2016 as well as the impact of hurricane related production outages in the third quarter of 2017,prices and unfavorable sales mix, partially offset by higher sales ~~volumes in our maleic anhydride and amines businesses.~~volumes. Average selling prices decreased primarily due to competitive pressure, particularly in Europe. Sales volumes increased primarily due to improvement in ~~response to higher raw material costs~~industrial and ~~favorable product mix effect.~~construction activity as well as increased demand in coatings and adhesives and lubes markets. The decrease in segment adjusted EBITDA was primarily due to ~~the estimated $35 million impact of hurricane related production outages in the third quarter of 2017~~lower average selling prices, partially offset by higher sales volumes and ~~the sale of the European surfactants business at the end of 2016.~~lower raw materials costs.

Advanced Materials

The ~~increase~~decrease in revenues in our Advanced Materials segment for the three months ended ~~September 30, 2017~~March 31, 2024 compared to the same period of ~~2016~~2023 was ~~due to higher sales volumes and higher average selling prices. Sales volumes increased~~ primarily due to ~~growth~~lower average selling prices and lower sales volumes. Average selling prices decreased primarily in response to lower raw materials costs. Sales volumes decreased in our ~~specialty electronics~~general industry and ~~electrical and coatings components businesses,~~commodity markets, partially offset by an increase in our ~~withdrawal from certain low margin business. Average selling prices increased~~aerospace and electrical infrastructure markets in response to

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~~higher raw material costs and favorable product mix effect.~~ customer demand. The ~~increase~~decrease in segment adjusted EBITDA was primarily due to ~~higher~~lower sales volumes and ~~higher average selling prices,~~foreign currency exchange rate fluctuations, partially offset by ~~higher raw material costs.~~

~~Textile Effects~~improved sales mix.

The increase in revenues in our Textile Effects segment for the three months ended September 30, 2017 compared to the same period of 2016 was due to higher sales volumes, partially offset by lower average selling prices. Sales volumes increased in both textile chemicals and dyes, particularly in our Asia region. Average selling prices decreased primarily due to competitive market conditions. The increase in segment adjusted EBITDA was primarily due to higher sales volumes and lower fixed costs, partially offset by lower margins.

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 ~~benzene sales.~~gains and losses on the disposition of corporate assets. For the three months ended ~~September 30, 2017, segment~~March 31, 2024, adjusted EBITDA from Corporate and other for Huntsman Corporation ~~increased by $2 million to~~was a loss of $43 million ~~from~~as compared to a loss of ~~$45~~$49 million for the same period ~~in 2016.~~of 2023. For the three months ended ~~September 30, 2017, segment~~March 31, 2024, adjusted EBITDA from Corporate and other for Huntsman International ~~increased by $2 million to~~was a loss of $41 million ~~from~~as compared to a loss of ~~$43~~$47 million for the same period ~~in 2016.~~of 2023. The increase in ~~segment~~ adjusted EBITDA from Corporate and other resulted primarily from ~~an increase in LIFO inventory valuation income, partially offset by an increase in loss from benzene sales and an increase in unallocated foreign currency exchange loss.~~

~~Nine Months Ended September 30, 2017 Compared with Nine Months Ended September 30, 2016~~

As discussed in “Note 4. Discontinued Operations” to our condensed consolidated financial statements, the results from continuing operations for all periods presented exclude the results of the former P&A Business and the results of our former polymers, base chemicals and Australian styrenics business. The increase of $192 million in net income attributable to Huntsman Corporation and the increase of $190 million in net income attributable to Huntsman International was the result of the following items:

Revenues for the nine months ended September 30, 2017 increased by $541 million, or 10%, as compared with the 2016 period. The increase was primarily due to higher average selling prices in all our segments, except for our Textile Effects segment, and higher sales volumes in our Textile Effects segment. See “—Segment Analysis” below.

Gross profit for the nine months ended September 30, 2017 increased by $133 million, or 11%, as compared with the 2016 period. The increase resulted from higher gross margins in our Polyurethanes segment. See “—Segment Analysis” below.

Our operating expenses and the operating expenses of Huntsman International for the nine months ended September 30, 2017 increased by $13 million, and $12 million, respectively, or 2% each, as compared with the 2016 period, primarily related to increased weather related clean up costs.

Restructuring, impairment and plant closing costs for the nine months ended September 30, 2017 decreased to $13 million from $56 million in the 2016 period. For more information concerning restructuring activities, see “Note 6. Restructuring, Impairment and Plant Closing Costs” to our condensed consolidated financial statements.

Our interest expense and the interest expense of Huntsman International for the nine months ended September 30, 2017 decreased by $19 million and $16 million, respectively, or 12% and 10%, respectively, as compared with the 2016 period. The decrease was due to the early repayments on our 2015 Extended Term Loan B, our 2021 Term Loan B and our 2023 Term Loan B.

~~Loss on early extinguishment of debt for nine months ended September 30, 2017 increased to $36 million from $3 million in the 2016 period. During the third quarter of 2017, we recorded~~ a ~~loss on early~~

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~~extinguishment of debt of $34 million related to the early repayments on our 2015 Extended Term Loan B, our 2021 Term Loan B and our 2023 Term Loan B.~~

Our income tax expense for the nine months ended September 30, 2017 increased to $78 million from $65 million in the 2016 period. The income tax expense of Huntsman International for the nine months ended September 30, 2017 increased to $77 million from $65 million in the 2016 period. 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 16. Income Taxes” to our condensed consolidated financial statements.

Beginning in the third quarter of 2017, we reported the results of operations of the former P&A Business as discontinued operations. See “Note 4. Discontinued Operations” to our condensed consolidated financial statements. In addition to the former P&A Business, the results of operations of our former polymers, base chemicals and Australian businesses are reported as discontinued operations for all periods presented. Our income from discontinued operations, net of tax for the nine months ended September 30, 2017 increased to $101 million from a loss of $12 million in the 2016 period. Income from discontinued operations net of tax of Huntsman International for the nine months ended September 30, 2017 increased to $98 million from a loss of $10 million in the 2016 period. The increase was primarily due to Venator’s improved margins primarly as a result from higher average selling prices and higher sales volumes in titanium dioxide, offset in part by higher business separation expenses.

Nine months

Percent

ended

Change

September 30,

Favorable

2017

2016

(Unfavorable)
Revenues

Polyurethanes
$
3,172

$
2,703

17%
Performance Products

1,595

1,611

(1)%
Advanced Materials

782

774

1%
Textile Effects

586

567

3%
Corporate and eliminations

20

(41)

NM
Total
$
6,155

$
5,614

10%

Huntsman Corporation

Segment adjusted EBITDA(1)

Polyurethanes
$
556

$
439

27%
Performance Products

249

248

—
Advanced Materials

166

173

(4)%
Textile Effects

64

59

8%
Corporate and other

(136)

(132)

(3)%
Total
$
899

$
787

14%

Huntsman International

Segment adjusted EBITDA(1)

Polyurethanes
$
556

$
439

27%
Performance Products

249

248

—
Advanced Materials

166

173

(4)%
Textile Effects

64

59

8%
Corporate and other

(132)

(128)

(3)%
Total
$
903

$
791

14%

~~NM—Not meaningful~~

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Nine months ended September 30, 2017 vs 2016

Average Selling Price(1)

Local

Foreign Currency

Mix &

Sales


Currency

Translation Impact

Other

Volumes(2)
Period-Over-Period Increase (Decrease)

Polyurethanes

15%

—

5%

(3)%
Performance Products

6%

—

2%

(9)%
Advanced Materials

1%

—

—

—
Textile Effects

(2)%

—

(3)%

8%
Total Company

9%

—

6%

(5)%

~~(1)~~

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

~~(2)~~

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

~~Polyurethanes~~

The increase in revenues in our Polyurethanes segment for the nine months ended September 30, 2017 compared to the same period of 2016 was primarily due to higher average selling prices, partially offset by lower sales volumes. MDI average selling prices increased in response to higher raw material costs and continued strong market conditions. MTBE average selling prices increased primarily as a result of higher pricing for high octane gasoline. MDI and MTBE sales volumes decreased due to the impact of maintenance and hurricane related production outages during the second and third quarters of 2017. The increase in segment adjusted EBITDA was primarily due to higher MDI margins, partially offset by lower MTBE margins.

~~Performance Products~~

~~The~~ decrease in revenues in our Performance Products segment for the nine months ended September 30, 2017 compared to the same period of 2016 was due to lower sales volumes principally because of the sale of the European surfactants business to Innospec Inc. on December 30, 2016, partially offset by higher sales volumes in our remaining businesses as well as higher average selling prices. Average selling prices increased primarily in response to higher raw material costs and favorable product mix effect partially from the sale of the European surfactants business. The increase in segment adjusted EBITDA was primarily due to higher sales volumes in our remaining businesses and lower fixed costs.

~~Advanced Materials~~

The increase in revenues in our Advanced Materials segment for the nine months ended September 30, 2017 compared to the same period of 2016 was primarily due to higher average selling prices. Average selling prices increased in response to higher raw material costs. Sales volumes remained relatively unchanged as strong growth in our European and Asian region, mainly in the wind market and certain higher value businesses, was almost entirely offset by reduced volumes in our Americas region, primarily due to our withdrawal from certain low margin businesses. The decrease in segment adjusted EBITDA was due to lower margins resulting from higher raw material costs and higher fixed costs.

~~Textile Effects~~

The increase in revenues in our Textile Effects segment for the nine months ended September 30, 2017 compared to the same period of 2016 was due to higher sales volumes, partially offset by lower average selling prices. Sales volumes increased in both textile chemicals and dyes, particularly in our Asia region. Average selling prices decreased primarily due to competitive market conditions. The increase in segment adjusted EBITDA was primarily due to higher sales volumes and lower fixed costs.

~~Table of Contents~~

~~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 benzene sales. For the nine months ended September 30, 2017, segment adjusted EBITDA from Corporate and other for Huntsman Corporation decreased by $4 million to a loss of $136 million from a loss of $132 million for the same period in 2016. For the nine months ended September 30, 2017, segment adjusted EBITDA from Corporate and other for Huntsman International decreased by $4 million to a loss of $132 million from a loss of $128 million for the same period in 2016. The decrease in segment adjusted EBITDA from Corporate and other resulted primarily from an increase in loss from benzene sales and an increase in unallocated corporate overhead, partially offset by a decrease in ~~LIFO inventory valuation expense~~unallocated foreign currency exchange gains and an increase in ~~unallocated foreign currency exchange gain.~~LIFO valuation losses.

Table of Contents

~~LIQUIDITY AND CAPITAL RESOURCES~~

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.~~10-Q.

Cash Flows for the Three Months Ended March 31, 2024 Compared with the Three Months Ended March 31, 2023

Net cash ~~provided by~~used in operating activities from continuing operations for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2024 and ~~2016~~2023 was ~~$538~~$63 million and ~~$736~~$122 million, respectively. The decrease in net cash ~~provided by~~used in operating activities from continuing operations during the ~~nine~~three months ended September 30, 2017 compared with the same period in 2016 was primarily attributable to a $274 million unfavorable variance in operating assets and liabilities for the nine months ended September 30, 2017March 31, 2024 as compared with the same period of ~~2016,~~2023 was primarily attributable to a net cash inflow of $112 million related to changes in operating assets and liabilities, partially offset by increased operating ~~income~~loss as described in “—Results of Operations” ~~above.~~above for the three months ended March 31, 2024 as compared with the same period of 2023.

Net cash ~~used in~~(used in) provided by investing activities from continuing operations for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2024 and ~~2016~~2023 was ~~$145~~$(30) million and ~~$213~~$493 million, respectively. During the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2024 and ~~2016,~~2023, we paid ~~$159~~$42 million and ~~$214~~$46 million ~~respectively,~~ for capital ~~expenditures. We~~expenditures, respectively. During the three months ended March 31, 2024, we received ~~proceeds~~$12 million for the sale of businesses, net, related to the resolution of net working capital from the sale of ~~assets~~our Textile Effects Business. During the three months ended March 31, 2023, we received $541 million for the sale of ~~$21~~businesses, net, primarily related to net proceeds of $530 million from the sale of our Textile Effects Business. See “Note 4. Discontinued Operations—Sale of Textile Effects Business” to our condensed consolidated financial statements.

Net cash provided by (used in) financing activities for the three months ended March 31, 2024 and 2023 was $108 million and $(379) million, respectively. During the three months ended March 31, 2024 and 2023, we had net borrowings from (repayments against) our 2022 Revolving Credit Facility and our A/R Programs of $191 million and $(220) million, respectively. During the three months ended March 31, 2024, HPS paid ~~$14~~approximately $28 million against the note payable with SLIC for the acquisition of ~~a business during~~assets. See “Note 3. Business Combinations and Acquisitions—Separation and Acquisition of Assets of SLIC Joint Venture” to our condensed consolidated financial statements. During the ~~nine~~three months ended ~~September 30, 2017. During the nine months ended September 30, 2017 and 2016,~~March 31, 2023, we ~~received $7~~paid $97 million ~~and nil, respectively, from the termination~~for repurchases of ~~cross-currency interest rate contracts.~~our common stock.

Net cash used in financing activities for the nine months ended September 30, 2017 and 2016 was $404 million and $523 million, respectively. The increase in net cash used in financing activities was primarily due to an increase in net repayments of our revolving loan facility and net repayments of long‑term debt during the 2017 period as compared with the 2016 period and proceeds from the IPO of our former P&A Business.

Free cash flow from continuing operations for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2024 and ~~2016 were~~2023 was a use of cash ~~proceeds~~ of ~~$404~~$105 million and ~~$523~~$168 million, respectively. The ~~improvement~~increase in free cash flow from continuing operations was primarily attributable to ~~the changes~~a decrease in cash ~~flows from~~used in operating ~~and investing~~ activities from continuing operations ~~excluding merger~~ and ~~acquisition activities.~~a decrease in cash used for capital expenditures during the three months ended March 31, 2024 as compared with the same period of 2023.

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Changes in Financial Condition

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

September 30,

December 31,

Increase

Percent


2017

2016

(Decrease)

Change
Cash and cash equivalents

$
440

$
385

$
55

14%
Restricted cash

11

11

—

—
Accounts and notes receivable, net

1,247

1,183

64

5%
Inventories

1,084

918

166

18%
Prepaid expenses

47

49

(2)

(4)%
Other current assets

193

232

(39)

(17)%
Current assets held for sale(1)

2,745

777

1,968

253%
Total current assets

5,767

3,555

2,212

62%
Accounts payable

891

790

101

13%
Accrued liabilities

537

471

66

14%
Current portion of debt

29

50

(21)

(42)%
Current liabilities held for sale(1)

1,633

467

1,166

250%
Total current liabilities

3,090

1,778

1,312

74%
Working capital

$
2,677

$
1,777

$
900

51%

~~(1)~~

	March 31,		December 31,		Increase			Percent
	2024		2023		(decrease)			change
Cash and cash equivalents	$	552	$	540	$	12			2	%
Accounts and notes receivable, net		837		753		84			11	%
Inventories		896		867		29			3	%
Other current assets		158		154		4			3	%
Total current assets		2,443		2,314		129			6	%

Accounts payable		745		719		26			4	%
Accrued liabilities		386		395		(9	)		(2	)%
Current portion of debt		396		12		384			NM
Current operating lease liabilities		52		46		6			13	%
Total current liabilities		1,579		1,172		407			35	%
Working capital	$	864	$	1,142	$	(278	)		(24	)%

Our working capital ~~increased~~decreased by ~~$900~~$278 million as a result of the net impact of the following significant changes:

●

The increase in cash and cash equivalents of ~~$55~~$12 million resulted from the matters identified on our condensed consolidated statements of cash flows. See also “—Cash Flows for the Three Months Ended March 31, 2024 Compared with the Three Months Ended March 31, 2023.”

●

Accounts and notes receivable, net increased by ~~$64~~$84 million ~~mainly~~primarily due to higher revenues in the ~~three months ended September 30, 2017~~first quarter of 2024 compared to the ~~three months ended December 31, 2016.~~

fourth quarter of 2023.

●

Inventories increased by ~~$166~~$29 million primarily due to seasonally higher inventory volumes.

●

Accounts payable increased by $26 million primarily due to higher inventory ~~volumes and higher raw material costs.~~purchases, partially offset due to a decrease in non-trade payables related to insurance premiums.

●

~~Accounts payable increased~~Accrued liabilities decreased by ~~$101~~$9 million primarily due to ~~higher purchases consistent with the higher inventory balances.~~

a decrease in accrued restructuring costs and accrued rebates, partially offset by an increase in accrued compensation costs.

●

~~Accrued liabilities~~Current portion of debt increased by ~~$66~~$384 million primarily due to proceeds from net borrowings on our 2022 Revolving Credit Facility and an ~~increase in income taxes payable. We recorded an additional income tax liability~~outstanding U.S. dollar equivalent note payable with SLIC of approximately ~~$45~~$190 million ~~related to our tax gain on~~for the ~~Venator IPO proceeds, net~~acquisition of ~~separation costs and IPO expenses.~~

assets.

~~Current portion of debt decreased by $21 million primarily due to the repayment of amortization payments on our 2015 Extended Term Loan B, our 2021 Term Loan B, and our 2023 Term Loan B.~~

~~DIRECT AND SUBSIDIARY DEBT~~

~~See “Note 7. Debt—Direct and Subsidiary Debt” to our condensed consolidated financial statements.~~

~~Debt Issuance Costs~~

~~See “Note 7. Debt—Direct and Subsidiary Debt—Debt Issuance Costs” to our condensed consolidated financial statements.~~

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~~Senior Credit Facilities~~

~~See “Note 7. Debt—Direct and Subsidiary Debt—Senior Credit Facilities” to our condensed consolidated financial statements.~~

~~Seventeenth Amendment to Credit Agreement~~

~~See “Note 7. Debt—Direct and Subsidiary Debt—Seventeenth Amendment to Credit Agreement” to our condensed consolidated financial statements.~~

~~A/R Programs~~

~~See “Note 7. Debt—Direct and Subsidiary Debt—A/R Programs” to our condensed consolidated financial statements.~~

~~Note Payable from Huntsman International to Huntsman Corporation~~

~~See “Note 7. Debt—Direct and Subsidiary Debt—Note Payable from Huntsman International to Huntsman Corporation” to our condensed consolidated financial statements.~~

~~COMPLIANCE WITH COVENANTS~~

~~See “Note 7. Debt—Compliance with Covenants” to our condensed consolidated financial statements.~~

~~SHORT-TERM AND LONG-TERM LIQUIDITY~~Liquidity

We depend upon our cash, ~~Senior~~our 2022 Revolving Credit ~~Facilities,~~Facility, A/R Programs and other debt instruments to provide liquidity for our operations and working capital needs. As of ~~September 30, 2017,~~March 31, 2024, we had ~~$1,211~~$1,607 million of combined cash and unused borrowing capacity, consisting of ~~$451~~$552 million in cash, ~~and restricted cash, $642~~$995 million in availability under our 2022 Revolving Credit Facility and ~~$118~~$60 million in availability under our A/R Programs. Our liquidity can be significantly impacted by various factors. The following matters ~~had, or~~ are expected to have a significant impact on our liquidity:

Short-Term Liquidity

●

·During 2024, we expect to spend approximately $200 million on capital expenditures. Our future expenditures include certain environmental, health and safety upgrades; expansions and upgrades of our existing manufacturing and other facilities; construction of new facilities; certain cost reduction projects, including those described below; and certain information technology expenditures. We expect to fund capital expenditures with cash provided by operations.

●

~~Cash invested~~During the remainder of 2024, we expect to make additional contributions to our pension and other postretirement benefit plans of approximately $23 million.

●

On January 31, 2024, we completed the planned separation and acquisition of assets of SLIC, our joint venture with BASF and three Chinese chemical companies. The final purchase price of the acquired assets will be determined based on an asset valuation, which we currently expect to be completed in the first half of 2024. The acquisition of the assets was funded in part with HPS issuing a U.S. dollar equivalent note payable at closing of approximately $218 million, as adjusted to reflect the preliminary valuation and is subject to further change pending the final valuation. As of March 31, 2024, the note payable has been reduced by approximately $28 million to reflect cash payments made during the quarter. We expect that the remainder of the note payable will be paid by the end of 2024 using available funds at HPS. Upon liquidation of the joint venture, all remaining cash of SLIC, primarily resulting from the proceeds received by SLIC, will be distributed back to the joint venture partners. We currently anticipate that the liquidation will be completed by mid-2025.

●

On February 28, 2023, we completed the sale of our Textile Effects Business to Archroma, and during the first quarter of 2024, we finalized the purchase price valued at $597 million, which includes adjustments to the purchase price for working capital plus the assumption of underfunded pension liabilities. During the first quarter of 2024, we have paid cash taxes of approximately $1 million, and we expect to pay additional cash taxes of approximately $11 million. See “Note 4. Discontinued Operations—Sale of Textile Effects Business” to our condensed consolidated financial statements.

●

During 2020 and 2021, management implemented cost realignment and synergy plans and, in November 2022, committed to further plans to realign our cost structure with additional restructuring in Europe, including exiting and consolidating certain facilities, workforce relocation to lower cost locations and further personnel rationalization. In connection with these plans, we have achieved combined annualized cost savings and synergy benefits in excess of $280 million. Associated with these plans, we expect total cash costs of approximately $293 million (including approximately $56 million of capital expenditures) through 2025, of which we have spent approximately $255 million through the first quarter of 2024 (including approximately $39 million of capital expenditures). Of the remaining cash costs, the majority will be payments related to our restructuring in Europe, primarily for personnel who have exited as of the end of 2023 as well as capital expenditures related to our research and development footprint, which is included in our ~~accounts receivable~~overall future capital expenditures projections.

●

As of March 31, 2024, we have approximately $547 million remaining under the authorization of our existing share repurchase program. Repurchases may be commenced or suspended from time to time without prior notice.

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Long-Term Liquidity

●

On January 22, 2024, we entered into an amendment to our U.S. A/R Program that extended the scheduled maturity date of our U.S. A/R Program from July 2024 to January 2027. In addition, on January 31, 2024, we entered into an amendment to our EU A/R Program, effective as of February 15, 2024, that extended the scheduled maturity date of our EU A/R Program from July 2024 to July 2027. Aside from the extended maturity dates, these amendments to our A/R Programs secured substantially similar terms as those in the prior agreements.

●

On April 19, 2024, the Louisiana Fourth Circuit Court of Appeal affirmed the $93.1 million jury verdict and ~~inventory,~~district court judgment in our favor 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 maintain properly its own Geismar facility and then repeatedly failed to supply our requirements for industrial gases 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 $135 million before deducting for taxes and legal contingency fees. The award remains subject to further potential review but, if affirmed or reviewed by the Louisiana Supreme Court, wewould expect to receive net proceeds of ~~accounts payable, decreased by~~ approximately ~~$171~~$50 million ~~for~~to $60 million. We have not yet recognized the ~~nine months ended September 30, 2017, as reflected~~award in our condensed consolidated statements of ~~cash flows. We expect volatility in our working capital components to continue.~~

During 2017, we expect to spend approximately $290 million on capital expenditures, net of reimbursements. Our future expenditures include certain EHS maintenance and upgrades and periodic maintenance and repairs applicable to major units of manufacturing facilities. We expect to fund this spending with cash provided by operations.

~~During the nine months ended September 30, 2017, we made contributions to our pension and postretirement benefit plans related to continuing~~ operations ~~of $80 million. During the remainder of 2017, we expect to contribute an additional amount of approximately $17 million to these plans.~~

We are involved in a number of cost reduction programs for which we have established restructuring accruals. As of September 30, 2017, we had $59 million of accrued restructuring costs from continuing operations, of which $19 million is classified as current. For further discussion of these plans and the ~~costs involved, see “Note 6. Restructuring, Impairment and Plant Closing Costs” to our condensed consolidated financial statements.~~

timing of the resolution of this matter is uncertain.

●

~~The payment of dividends is a business decision made by~~On February 16, 2024, our Board of Directors ~~from time to time based~~declared a $0.25 per share cash dividend on our earnings, financial position and prospects, and such other considerations as our Board of Directors considers relevant. Historically, our Board of Directors has declared quarterly cash dividends of $0.125 per share of common stock. ~~While management currently expects that~~This represents an approximate 5% increase from the ~~Company will continue to pay the quarterly cash dividend, its dividend practice may change at any time.~~

previous dividend.

~~Table of Contents~~

On October 27, 2017, we announced the mutual termination of the Merger Agreement with Clariant. For the nine months ended September 30, 2017 we have incurred $18 million of merger related costs. We estimate that we will have incurred approximately $30 million in merger-related costs through termination. For more information regarding the merger, see “Note 1. General—Recent Developments—Termination of Huntsman and Clariant Merger Agreement” to our condensed consolidated financial statements.

~~During the nine months ended September 30, 2017, we received a cash benefit of approximately $90 million related to overpayments of prior year tax payments.~~

On October 25, 2017, we made an early prepayment of $100 million on our 2023 Term Loan B from existing cash. See “Note 7. Debt—Direct and Subsidiary Debt —A/R Programs” to our condensed consolidated financial statements.

~~We are planning to monetize our investment in Venator and expect to use the net proceeds to first repay indebtedness, and thereafter for other corporate purposes.~~

As of ~~September 30, 2017,~~March 31, 2024, we had ~~$29~~$396 million classified as current portion of debt, including ~~scheduled Senior~~$195 million outstanding under our 2022 Revolving Credit ~~Facilities amortization payments totaling $1~~Facility, an outstanding U.S. dollar equivalent note payable of approximately $190 million related to the separation and acquisition of assets of the SLIC joint venture, debt at our variable interest entities of ~~$20~~$9 million and certain other ~~short‑term~~short-term facilities and scheduled amortization payments totaling $8$2 million. ~~Although we cannot provide assurances, we~~We intend to renew, repay or extend the majority of these ~~short‑term~~short-term facilities in the next twelve months.

As of ~~September 30, 2017,~~March 31, 2024, we had approximately ~~$388~~$529 million of cash and cash equivalents ~~including restricted cash,~~ held by our foreign subsidiaries, including our variable interest entities. ~~Additionally,~~With the exception of certain amounts that we ~~have material intercompany debt obligations owed~~expect to ~~us by our non‑U.S. subsidiaries. We~~repatriate in the foreseeable future, we intend to use cash held in our foreign subsidiaries to fund our local ~~operations or to~~operations. Nevertheless, we could repatriate additional cash as ~~repayments~~dividends, and the repatriation of ~~intercompany debt. If foreign~~ cash ~~was repatriated~~ as a dividend ~~instead of repayment of intercompany debt, the dividend could~~would generally not be subject to U.S. federal and state income taxes without any offsetting foreign tax credit relief. At present, we estimate that we will generate sufficient cash in our U.S. operations, together with the payments of intercompany debt, to meet our cash needs in the U.S and we do not expect to repatriate cash to the U.S. as a dividend. Cash held by certain foreign subsidiaries, including our variable interest entities,taxation. However, such repatriation may ~~also~~potentially be subject to ~~legal restrictions, including those arising from the interests of our partners, which could limit the amounts available for repatriation.~~

~~CAPITAL RESOURCES~~

Venator is commissioning a new production facility in Augusta, Georgia for the synthesis of iron oxide pigments, which was purchased from Rockwood. During commissioning, the facility has experienced delays producing products at the expected specifications and quantities, raising questions regarding the capabilities of the Augusta technology. Based on the facility’s performance during the commissioning process, it was concluded that production capacity at Venator’s Augusta facility will be substantially lower than originally anticipated. On February 6, 2017, Huntsman filed a lawsuit against Rockwood, Albemarle Corporation (as Rockwood’s successor) and certain former Rockwood executives to recover damage for fraud and breach of contract involving the Augusta technology. Venator is not party to the suit.

~~RESTRUCTURING, IMPAIRMENT AND PLANT CLOSING COSTS~~limited foreign withholding taxes.

For ~~a discussion of restructuring plans and the costs involved,~~more information regarding our debt, see “Note ~~6. Restructuring, Impairment and Plant Closing Costs”~~8. Debt” to our condensed consolidated financial statements.

~~LEGAL PROCEEDINGS~~

For a discussion of legal proceedings, see “Note 13. Commitments and Contingencies—Legal Matters” and “Note 14. Environmental, Health and Safety Matters—Environmental Matters” to our condensed consolidated financial statements.

Table of Contents

~~ENVIRONMENTAL, HEALTH AND SAFETY MATTERS~~

As noted in our Annual Report on Form 10‑K for the year ended December 31, 2016, “Part I. Item 1. Business—Environmental, Health and Safety Matters” and “Part I. Item 1A, “Risk Factors,” we are subject to extensive environmental regulations, which may impose significant additional costs on our operations in the future. While we do not expect any of these enactments or proposals to have a material adverse effect on us in the near term, we cannot predict the longer‑term effect of any of these regulations or proposals on our future financial condition. For a discussion of environmental, health and safety matters, see “Note 14. Environmental, Health and Safety Matters” to our condensed consolidated financial statements.

~~RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS~~

~~For a discussion of recently issued accounting pronouncements, see “Note 2. Recently Issued Accounting Pronouncements” to our condensed consolidated financial statements.~~

~~CRITICAL ACCOUNTING POLICIES~~

Our critical accounting policies are presented in Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10‑K for the year ended December 31, 2016.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

Our revenues and expenses are denominated in various foreign currencies, and our cash flows and earnings are thus subject to fluctuations due to exchange rate variations. From time to time, we may enter into foreign currency derivative instruments to minimize the short-term impact of movements in foreign currency rates. Where practicable, we generally net multicurrency cash balances among our subsidiaries to help reduce exposure to foreign currency exchange rates. Certain other exposures may be managed from time to time through financial market transactions, principally through the purchase of spot or forward foreign exchange contracts (generally with maturities of one year or less). We do not hedge our foreign currency exposures in a manner that would eliminate the effect of changes in exchange rates on our cash flows and earnings. As of September 30, 2017, we had approximately $81 million in notional amount (in U.S. dollar equivalents) outstanding in forward foreign currency contracts.

~~Table of Contents~~

swap as of September 30, 2017 was $16 million, and the interest rate contract is not designated as a cash flow hedge. As of September 30, 2017, the fair value of the swap was $1 million and was recorded in noncurrent liabilities on our condensed consolidated balance sheets. For each of the nine months ended September 30, 2017 and 2016, we recorded a reduction of interest expense of nil due to changes in fair value of the swap.

We review our non-U.S. dollar denominated debt and derivative instruments to determine the appropriate amounts designated as hedges. As of September 30, 2017, we have designated approximately €505 million (approximately $592 million) of euro-denominated debt as a hedge of our net investment. For the nine months ended September 30, 2017, the amount of loss recognized on the hedge of our net investment was $85 million and was recorded in other comprehensive income (loss) on our condensed consolidated statements of comprehensive income.

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)~~13a-15(e) and ~~15d‑15(e)~~15d-15(e) under the Exchange Act) as of ~~September 30, 2017.~~March 31, 2024. Based on this evaluation, our chief executive officer and chief financial officer have concluded that, as of ~~September 30, 2017,~~March 31, 2024, 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 ~~September 30, 2017~~March 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting (as defined in Rules ~~13a‑15(f)~~13a-15(f) and ~~15d‑15(f)~~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. ~~Ineffective internal controls over financial reporting could cause investors to lose confidence in our reported financial information and could result in a lower trading price for our securities.~~

Table of Contents

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

~~Texas Emissions Penalties~~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, 2023.

On August 17, 2017, we were informed by the TCEQ that we would be assessed a penalty of $104,128 in connection with eight alleged unauthorized air emission events dating back to November 2015. We anticipate that the order will become final upon approval by the TCEQ commissioners in 2018.

ITEM 1A. RISK FACTORS

For information regarding risk factors, see “Part I. Item 1A. Risk ~~Factors,”~~Factors” in our Annual Report on Form ~~10‑K~~10-K for the year ended December 31, ~~2016.~~2023.

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 ~~2016 Stock Incentive Plan and our Prior Plan~~stock incentive plans that we withheld upon vesting to satisfy our tax withholding obligations during the three months ended ~~September 30, 2017.~~March 31, 2024.

					Total number of		Approximate dollar
					shares purchased		value of shares that
	Total number		Average		as part of publicly		may yet be purchased
	of shares		price paid		announced plans		under the plans or
	purchased		per share⁽¹⁾		or programs⁽²⁾		programs⁽²⁾
January 1 - January 31		—	$	—		—	$	547,000,000
February 1 - February 29		188,126		24.21		—		547,000,000
March 1 - March 31		—		—		—		547,000,000
Total		188,126		24.21		—

Maximum number (or

Total number of

approximate dollar

shares purchased

value) of shares that

Total number

Average

as part of publicly

may yet be purchased

of shares

price paid

announced plans

under the plans or


purchased

per share

or programs(1)

programs(1)
July

892

$
25.94

—

$
50,000,000
August

—

—

—

50,000,000
September

2,760

26.90

—

50,000,000
Total

3,652

$
26.67

—

(1)	Represents net purchase price per share, exclusive of any fees or commissions.
(2)	~~(1)~~		On ~~September 29, 2015,~~October 26, 2021, our Board of Directors ~~authorized~~approved a share repurchase program of $1 billion. On March 25, 2022, our ~~Company~~Board of Directors increased the authorization of our share repurchase program from $1 billion to $2 billion. The share repurchase upprogram 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 ~~$150 million~~time without prior notice. Shares of common stock acquired through the repurchase program are held in treasury at cost. During the three months ended March 31, 2024, we did not repurchase any shares of our common stock. ~~No shares were repurchased under our publicly announced stock repurchase program during the three months ended September 30, 2017.~~

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ITEM 6. EXHIBITS

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

~~Table of Contents~~

EXHIBIT INDEX

Incorporated by Reference
Exhibit Number

Exhibit Description
Form
Exhibit
Filing Date
4.1

Indenture, dated as of July 14, 2017, by and among Venator Finance S.à r.l., Venator Materials LLC and Wilmington Trust, National Association, as trustee
8-K
4.1
July 18, 2017
4.2

Form of 5.75% Senior Note (included as Exhibit A to Exhibit 4.1)
8-K
4.2
July 18, 2017
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
*
XBRL Instance Document

101.SCH
*
XBRL Taxonomy Extension Schema

101.CAL
*
XBRL Taxonomy Extension Calculation Linkbase

101.LAB
*
XBRL Taxonomy Extension Label Linkbase

101.PRE
*
XBRL Taxonomy Extension Presentation Linkbase

101.DEF
*
XBRL Taxonomy Extension Definition Linkbase

			Incorporated by reference
Exhibit number		Exhibit description	Form	Exhibit	Filing date
10.1		Master Amendment No. 11 to U.S. Receivables Loan Agreement, U.S. Servicing Agreement, U.S. Receivables Purchase Agreement and Transaction Documents, dated as of January 22, 2024	10-K	10.43	February 22, 2024
10.2		Further Amended and Restated European Receivables Loan Agreement, dated as of January 31, 2024	10-K	10.44	February 22, 2024
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.~~herewith

Table of Contents

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: ~~October 30, 2017~~May 3, 2024	HUNTSMAN CORPORATION
	HUNTSMAN INTERNATIONAL LLC

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

	By:	/s/ ~~RANDY W. WRIGHT~~ STEVEN C. JORGENSEN
		~~Randy W. Wright~~ Steven C. Jorgensen
		Vice President and Controller (Authorized Signatory and
		Principal Accounting Officer)

			Page
PART I	FINANCIAL INFORMATION	4	4
ITEM 1.	Condensed Consolidated Financial Statements (Unaudited)	4	4
	Huntsman Corporation and Subsidiaries:
	Unaudited Condensed Consolidated Balance Sheets	4	4
	Unaudited Condensed Consolidated Statements of Operations	5	5
	Unaudited Condensed Consolidated Statements of Comprehensive (Loss) Income	6	6
	Unaudited Condensed Consolidated Statements of Equity		7
	Unaudited Condensed Consolidated Statements of Cash Flows	8	8
	Huntsman International LLC and Subsidiaries:
	Unaudited Condensed Consolidated Balance Sheets	9	10
	Unaudited Condensed Consolidated Statements of Operations	10	11
	Unaudited Condensed Consolidated Statements of Comprehensive (Loss) Income	11	12
	Unaudited Condensed Consolidated Statements of Equity	12	13
	Unaudited Condensed Consolidated Statements of Cash Flows	13	14
	Huntsman Corporation and Subsidiaries and Huntsman International LLC and Subsidiaries:
	Notes to Unaudited Condensed Consolidated Financial Statements	14	16
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	34	55
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	46	73
ITEM 4.	Controls and Procedures	46	74
PART II	OTHER INFORMATION	47	75
ITEM 1.	Legal Proceedings	47	75
ITEM 1A.	Risk Factors	47	75
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	47	75
ITEM 6.	Exhibits	48	75


	Huntsman Corporation Stockholders' Equity
												Accumulated
	Shares			Additional				Unearned				other		Noncontrolling
	Common	Common		paid-in		Treasury		stock-based		Accumulated		comprehensive		interests in		Total
	stock	stock		capital		stock		compensation		deficit		loss		subsidiaries		equity
Balance, January 1, 2017	236,370,347	$	3	$	3,447	$	(150)	$	(17)	$	(325)	$	(1,671)	$	180	$	1,467
Net income	—		—		��		—		—		390		—		64		454
Other comprehensive income	—		—		—		—		—		—		313		(60)		253
Issuance of nonvested stock awards	—		—		17		—		(17)		—		—		—		—
Vesting of stock awards	1,200,218		—		8		—		—		—		—		—		8
Recognition of stock-based compensation	—		—		7		—		13		—		—		—		20
Repurchase and cancellation of stock awards	(348,887)		—		—		—		—		(8)		—		—		(8)
Contribution from noncontrolling interests	—		—		—		—		—		—		—		4		4
Dividends paid to noncontrolling interests	—		—		—		—		—		—		—		(26)		(26)
Disposition of a portion of P&A Business	—		—		209		—		—		—		—		—		209
Separation costs of P&A Business	—		—		(40)		—		—		—		—		—		(40)
Conversion of restricted awards to P&A Business awards	—		—		(2)		—		2		—		—		—		—
Minority interest on disposal of P&A Business	—		—		—		—		—		—		—		318		318
Stock options exercised	1,388,141		—		37		—		—		(15)		—		—		22
Dividends declared on common stock	—		—		—		—		—		(90)		—		—		(90)
Balance, September 30, 2017	238,609,819	$	3	$	3,683	$	(150)	$	(19)	$	(48)	$	(1,358)	$	480	$	2,591

Balance, January 1, 2016	237,080,026	$	3	$	3,407	$	(135)	$	(17)	$	(528)	$	(1,288)	$	187	$	1,629
Net income	—		—		—		—		—		198		—		22		220
Other comprehensive income	—		—		—		—		—		—		22		—		22
Issuance of nonvested stock awards	—		—		17		—		(17)		—		—		—		—
Vesting of stock awards	895,660		—		2		—		—		—		—		—		2
Recognition of stock-based compensation	—		—		7		—		13		—		—		—		20
Repurchase and cancellation of stock awards	(249,155)		—		—		—		—		(3)		—		—		(3)
Dividends paid to noncontrolling interests	—		—		—		—		—		—		—		(26)		(26)
Stock options exercised	35,170		—		—		—		—		—		—		—		—
Treasury stock repurchased	(1,444,769)		—		15		(15)		—		—		—		—		—
Excess tax shortfall related to stock-based compensation	—		—		(3)		—		—		—		—		—		(3)
Dividends declared on common stock	—		—		—		—		—		(90)		—		—		(90)
Balance, September 30, 2016	236,316,932	$	3	$	3,445	$	(150)	$	(21)	$	(423)	$	(1,266)	$	183	$	1,771


	Huntsman International LLC Members
	Members'					Accumulated other		Noncontrolling
	equity			Accumulated		comprehensive		interests in		Total
	Units	Amount		deficit		loss		subsidiaries		equity
Balance, January 1, 2017	2,728	$	3,226	$	(779)	$	(1,691)	$	180	$	936
Net income	—		—		386		—		64		450
Dividends paid to parent	—		—		(90)		—		—		(90)
Other comprehensive income	—		—		—		337		(60)		277
Contribution from parent	—		26		—		—		—		26
Contribution from noncontrolling interests	—		—		—		—		4		4
Dividends paid to noncontrolling interests	—		—		—		—		(26)		(26)
Separation costs of P&A Business	—		(40)		—		—		—		(40)
Minority interest on disposal of P&A Business	—		—		—		—		318		318
Other	—		(9)		—		—		—		(9)
Disposition of a portion of P&A Business	—		209		—		—		—		209
Balance, September 30, 2017	2,728	$	3,412	$	(483)	$	(1,354)	$	480	$	2,055

Balance, January 1, 2016	2,728	$	3,196	$	(983)	$	(1,316)	$	187	$	1,084
Net income	—		—		196		—		22		218
Dividends paid to parent	—		—		(90)		—		—		(90)
Other comprehensive income	—		—		—		27		—		27
Contribution from parent	—		24		—		—		—		24
Dividends paid to noncontrolling interests	—		—		—		—		(26)		(26)
Excess tax shortfall related to stock-based compensation	—		(3)		—		—		—		(3)
Balance, September 30, 2016	2,728	$	3,217	$	(877)	$	(1,289)	$	183	$	1,234


					Non-cancelable		Other
	Workforce		Demolition and		lease and contract		restructuring
	reductions(1)		decommissioning		termination costs		costs		Total(2)
Accrued liabilities as of January 1, 2017	$	4	$	19	$	40	$	5	$	68
2017 charges for 2016 and prior initiatives		—		5		1		1		7
2017 charges for 2017 initiatives		6		—		—		—		6
2017 payments for 2016 and prior initiatives		—		(21)		(1)		(2)		(24)
2017 payments for 2017 initiatives		(2)		—		—		—		(2)
Foreign currency effect on liability balance		1		1		2		—		4
Accrued liabilities as of September 30, 2017	$	9	$	4	$	42	$	4	$	59


			Performance		Advanced		Textile		Corporate
	Polyurethanes		Products		Materials		Effects		and other		Total
Accrued liabilities as of January 1, 2017	$	2	$	—	$	3	$	61	$	2	$	68
2017 charges for 2016 and prior initiatives		—		—		—		7		—		7
2017 charges for 2017 initiatives		—		—		—		6		—		6
2017 payments for 2016 and prior initiatives		(1)		—		—		(23)		—		(24)
2017 payments for 2017 initiatives		—		—		—		(2)		—		(2)
Foreign currency effect on liability balance		—		—		—		4		—		4
Accrued liabilities as of September 30, 2017	$	1	$	—	$	3		53	$	2	$	59

Current portion of restructuring reserves	$	1	$	—	$	2	$	14	$	2	$	19
Long-term portion of restructuring reserves		—		—		1		39		—		40


	Three months ended September 30, 2017		Nine months ended September 30, 2017
Cash charges:
2017 charges for 2016 and prior initiatives	$	2	$	7
2017 charges for 2017 initiatives		—		6
Pension-related charges		—		1
Accelerated depreciation		—		2
Gain on sale of land		(1)		(3)
Total 2017 Restructuring, Impairment and Plant Closing Costs	$	1	$	13


	Three months ended September 30, 2016		Nine months ended September 30, 2016
Cash charges:
2016 charges for 2015 and prior initiatives	$	40	$	56
2016 charges for 2016 initiatives		1		4
Gain on sale of land		(3)		(3)
Reversal of reserves no longer required		—		(1)
Total 2016 Restructuring, Impairment and Plant Closing Costs	$	38	$	56


						Unamortized
						Discounts and
	Committed		Principal			Debt Issuance			Carrying
Facility	Amount		Outstanding			Costs			Value			Interest Rate(3)	Maturity
Revolving Facility	$	650	$	—	(1)	$	—	(1)	$	—	(1)	USD LIBOR plus 2.50%	2021
2023 Term Loan B		N/A		611			(19)			592		USD LIBOR plus 3.00%(2)	2023


	September 30, 2017				December 31, 2016
	Carrying		Estimated		Carrying		Estimated
	Value		Fair Value		Value		Fair Value
Non-qualified employee benefit plan investments	$	30	$	30	$	27	$	27
Investments in equity securities		3		3		18		18
Cross-currency interest rate contracts		—		—		29		29
Interest rate contracts		(1)		(1)		(2)		(2)
Long-term debt (including current portion)		(2,874)		(3,098)		(4,172)		(4,345)


			Fair Value Amounts Using
			Quoted prices		Significant other		Significant
			in active markets		observable		unobservable
	September 30,		for identical		inputs		inputs
Description	2017		assets (Level 1)(3)		(Level 2)(3)		(Level 3)
Assets:
Available-for sale equity securities:
Non-qualified employee benefit plan investments	$	30	$	30	$	—	$	—
Investments in equity securities		3		3		—		—
Derivatives:
Cross-currency interest rate contracts(1)		—		—		—		—
Total assets	$	33	$	33	$	—	$	—

Liabilities:
Derivatives:
Interest rate contracts(2)	$	(1)	$	—	$	(1)	$	—


					Other Postretirement
	Defined Benefit Plans				Benefit Plans
	Three months				Three months
	ended				ended
	September 30,				September 30,
	2017		2016		2017		2016
Service cost	$	16	$	15	$	1	$	1
Interest cost		20		22		1		1
Expected return on assets		(39)		(37)		—		—
Amortization of prior service benefit		(2)		(2)		(2)		(2)
Amortization of actuarial loss		19		15		1		—
Net periodic benefit cost	$	14	$	13	$	1	$	—


			Pension and		Other
	Foreign		other		comprehensive						Amounts		Amounts
	currency		postretirement		income of						attributable to		attributable to
	translation		benefits		unconsolidated						noncontrolling		Huntsman
	adjustment(a)		adjustments(b)		affiliates		Other, net		Total		interests		Corporation
Beginning balance, January 1, 2017	$	(459)	$	(1,275)	$	4	$	23	$	(1,707)	$	36	$	(1,671)
Other comprehensive income before reclassifications, gross		170		—		(1)		7		176		(12)		164
Tax benefit		31		—		—		(1)		30		—		30
Amounts reclassified from accumulated other comprehensive loss, gross(c)		—		60		—		(8)		52		—		52
Tax expense		—		(5)		—		—		(5)		—		(5)
Net current-period other comprehensive income (loss)		201		55		(1)		(2)		253		(12)		241
Disposition of a portion of P&A Business		—		—		—		—		—		72		72
Ending balance, September 30, 2017	$	(258)	$	(1,220)	$	3	$	21	$	(1,454)	$	96	$	(1,358)


	Three months ended		Nine months ended
	September 30, 2016		September 30, 2016
	Amount reclassified		Amount 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	$	(4)	$	(12)	(b)
Actuarial loss		17		52	(b)(c)
		13		40	Total before tax
		(2)		(5)	Income tax expense
Total reclassifications for the period	$	11	$	35	Net of tax


	Foreign currency translation adjustment(a)		Pension and other postretirement benefits adjustments(b)		Other comprehensive income of unconsolidated affiliates		Other, net		Total		Amounts attributable to noncontrolling interests		Amounts attributable to Huntsman International
Beginning balance, January 1, 2017	$	(462)	$	(1,286)	$	4	$	17	$	(1,727)	$	36	$	(1,691)
Other comprehensive income before reclassifications, gross		169		—		(1)		8		176		(12)		164
Tax benefit		30		—		—		(1)		29		—		29
Amounts reclassified from accumulated other comprehensive loss, gross(c)		—		65		—		(8)		57		—		57
Contribution of other comprehensive income from Parent		—		20		—		—		20		—		20
Tax expense		—		(5)		—		—		(5)		—		(5)
Net current-period other comprehensive income (loss)		199		80		(1)		(1)		277		(12)		265
Disposition of a portion of P&A Business		—		—		—		—		—		72		72
Ending balance, September 30, 2017	$	(263)	$	(1,206)	$	3	$	16	$	(1,450)	$	96	$	(1,354)


									Consolidated
	Parent								Huntsman
	Company		Guarantors		Nonguarantors		Eliminations		International LLC
ASSETS
Current assets:
Cash and cash equivalents	$	56	$	—	$	382	$	—	$	438
Restricted cash		—		—		11		—		11
Accounts and notes receivable, net		36		73		1,108		5		1,222
Accounts receivable from affiliates		873		4,213		122		(4,855)		353
Inventories		81		201		808		(6)		1,084
Prepaid expenses		18		6		31		(9)		46
Other current assets		735		3		195		(740)		193
Current assets held for sale		—		—		2,745		—		2,745
Total current assets		1,799		4,496		5,402		(5,605)		6,092
Property, plant and equipment, net		451		1,111		1,469		—		3,031
Investment in unconsolidated affiliates		6,074		2,302		255		(8,376)		255
Intangible assets, net		27		—		30		—		57
Goodwill		(14)		82		71		—		139
Deferred income taxes		510		—		280		(522)		268
Notes receivable from affiliates		111		565		—		(676)		—
Other noncurrent assets		47		172		245		—		464
Total assets	$	9,005	$	8,728	$	7,752	$	(15,179)	$	10,306
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	60	$	175	$	631	$	5	$	871
Accounts payable to affiliates		3,783		537		602		(4,855)		67
Accrued liabilities		88		825		375		(750)		538
Note payable to affiliate		100		—		—		—		100
Current portion of debt		5		—		24		—		29
Current liabilities held for sale		—		—		1,633		—		1,633
Total current liabilities		4,036		1,537		3,265		(5,600)		3,238
Long-term debt		2,504		—		341		—		2,845
Notes payable to affiliates		717		—		676		(676)		717
Deferred income taxes		—		281		66		74		421
Other noncurrent liabilities		173		268		589		—		1,030
Total liabilities		7,430		2,086		4,937		(6,202)		8,251
Equity
Huntsman International LLC members’ equity
Members’ equity		3,412		2,256		3,484		(5,740)		3,412
Accumulated (deficit) income		(483)		2,908		166		(3,074)		(483)
Accumulated other comprehensive (loss) income		(1,354)		1,478		(1,304)		(174)		(1,354)
Total Huntsman International LLC members’ equity		1,575		6,642		2,346		(8,988)		1,575
Noncontrolling interests in subsidiaries		—		—		469		11		480
Total equity		1,575		6,642		2,815		(8,977)		2,055
Total liabilities and equity	$	9,005	$	8,728	$	7,752	$	(15,179)	$	10,306


	Three months ended September 30, 2017 vs 2016
	Average Selling Price(1)
	Local	Foreign Currency	Mix &	Sales
	Currency	Translation Impact	Other	Volumes(2)
Period-Over-Period Increase (Decrease)
Polyurethanes	20%	2%	—	12%
Performance Products	9%	1%	4%	(16)%
Advanced Materials	1%	2%	—	3%
Textile Effects	(1)%	1%	(2)%	7%
Total Company	12%	2%	3%	1%


	Three months ended September 30, 2017 vs June 30, 2017
	Average Selling Price(1)
	Local	Foreign Currency	Mix &	Sales
	Currency	Translation Impact	Other	Volumes(2)
Period-Over-Period Increase (Decrease)
Polyurethanes	3%	3%	(1)%	12%
Performance Products	1%	2%	4%	(18)%
Advanced Materials	(1)%	3%	3%	(4)%
Textile Effects	(3)%	1%	(1)%	(3)%
Total Company	1%	3%	3%	(1)%


					Maximum number (or
				Total number of	approximate dollar
				shares purchased	value) of shares that
	Total number	Average		as part of publicly	may yet be purchased
	of shares	price paid		announced plans	under the plans or
	purchased	per share		or programs(1)	programs(1)
July	892	$	25.94	—	$	50,000,000
August	—		—	—		50,000,000
September	2,760		26.90	—		50,000,000
Total	3,652	$	26.67	—