As of March 31, 2021 and 2020, the amount of capital expenditures in accounts payable was $54 million and $59 million, respectively.

~~HUNTSMAN CORPORATION AND SUBSIDIARIES~~

~~CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS~~

~~(In Millions)~~

Six months

ended

June 30,

2020

2019
Operating Activities:

Net income

$
649

$
249
Less: Income from discontinued operations, net of tax

(782)

(58)
(Loss) income from continuing operations

(133)

191
Adjustments to reconcile (loss) income from continuing operations to net cash provided by operating activities from continuing operations:

Equity in income of investment in unconsolidated affiliates

(4)

(22)
Unrealized losses (gains) on fair value adjustments to Venator investment

106

(57)
Cash received from return on investment in unconsolidated subsidiary

4

10
Depreciation and amortization

136

136
Noncash lease expense

30

27
Loss on early extinguishment of debt

—

23
Deferred income taxes

(24)

43
Stock-based compensation

14

15
Taxes paid on sale of Chemical Intermediates Businesses

(10)

—
Other, net

2

6
Changes in operating assets and liabilities:

Accounts and notes receivable

179

(47)
Inventories

79

24
Prepaid expenses

17

2
Other current assets

5

31
Other noncurrent assets

(19)

(64)
Accounts payable

(196)

(12)
Accrued liabilities

(58)

(77)
Other noncurrent liabilities

(83)

(52)
Net cash provided by operating activities from continuing operations

45

177
Net cash (used in) provided by operating activities from discontinued operations

(40)

96
Net cash provided by operating activities

5

273

Investing Activities:

Capital expenditures

(116)

(118)
Cash received from sale of business

1,915

—
Acquisition of a businesses, net of cash acquired

(652)

—
Cash received from forward swap contract related to the sale of investment in Venator

—

16
Other, net

5

2
Net cash provided by (used in) investing activities from continuing operations

1,152

(100)
Net cash used in investing activities from discontinued operations

—

(18)
Net cash provided by (used in) investing activities

1,152

(118)

~~(Continued)~~

~~Table of Contents~~

~~HUNTSMAN CORPORATION AND SUBSIDIARIES~~

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

~~(In Millions)~~

Six months

ended

June 30,

2020

2019
Financing Activities:

Net (repayments) borrowings on revolving loan facilities

$
(172)

$
126
Repayments of long-term debt

(14)

(662)
Proceeds from issuance of long-term debt

—

742
Repayments of notes payable

(32)

(14)
Debt issuance costs paid

—

(7)
Dividends paid to noncontrolling interests

(24)

(10)
Dividends paid to common stockholders

(73)

(77)
Repurchase and cancellation of stock awards

(6)

(12)
Proceeds from issuance of common stock

1

2
Repurchase of common stock

(96)

(115)
Costs of early extinguishment of debt

—

(21)
Other, net

(1)

—
Net cash used in financing activities

(417)

(48)
Effect of exchange rate changes on cash

(11)

2
Increase in cash, cash equivalents and restricted cash

729

109
Cash, cash equivalents and restricted cash at beginning of period

525

340
Cash, cash equivalents and restricted cash at end of period

$
1,254

$
449

Supplemental cash flow information:

Cash paid for interest

$
40

$
53
Cash paid for income taxes

55

68

~~As of June 30, 2020 and 2019, the amount of capital expenditures in accounts payable was $59 million and $48 million, respectively.~~

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

~~Table of Contents~~

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In Millions)

June 30,

December 31,

2020

2019
ASSETS

Current assets:

Cash and cash equivalents(a)

$
1,253

$
525
Accounts and notes receivable (net of allowance for doubtful accounts of $28 and $19, respectively), ($190 and $221 pledged as collateral, respectively)(a)

828

940
Accounts receivable from affiliates

42

410
Inventories(a)

885

914
Other current assets

129

161
Current assets held for sale

—

1,208
Total current assets

3,137

4,158
Property, plant and equipment, net(a)

2,457

2,383
Investment in unconsolidated affiliates

427

535
Intangible assets, net(a)

408

197
Goodwill

522

276
Deferred income taxes

289

292
Notes receivable from affiliate

34

34
Operating lease right-of-use assets

419

396
Other noncurrent assets(a)

466

452
Total assets

$
8,159

$
8,723

LIABILITIES AND EQUITY

Current liabilities:

Accounts payable(a)

$
587

$
765
Accounts payable to affiliates

25

143
Accrued liabilities(a)

714

417
Notes payable to affiliates

—

100
Current portion of debt(a)

650

212
Current operating lease liabilities(a)

44

42
Current liabilities held for sale

—

512
Total current liabilities

2,020

2,191
Long-term debt(a)

1,527

2,177
Notes payable to affiliates

—

280
Deferred income taxes

41

29
Noncurrent operating lease liabilities(a)

402

384
Other noncurrent liabilities(a)

800

890
Total liabilities

4,790

5,951
Commitments and contingencies (Notes 15 and 16)

Equity

Huntsman International LLC members’ equity:

Members’ equity, 2,728 units issued and outstanding

3,688

3,675
Retained earnings

881

312
Accumulated other comprehensive loss

(1,343)

(1,352)
Total Huntsman International LLC members’ equity

3,226

2,635
Noncontrolling interests in subsidiaries

143

137
Total equity

3,369

2,772
Total liabilities and equity

$
8,159

$
8,723

	*March 31,*			*December 31,*
	*2021*			*2020*
ASSETS
Current assets:
Cash and cash equivalents(a)	$	667		$	1,591
Accounts and notes receivable (net of allowance for doubtful accounts of $26 for both), ($245 and $198 pledged as collateral, respectively)(a)		1,010			902
Accounts receivable from affiliates		59			47
Inventories(a)		1,006			848
Other current assets		227			223
Total current assets		2,969			3,611
Property, plant and equipment, net(a)		2,514			2,505
Investment in unconsolidated affiliates		411			373
Intangible assets, net		422			453
Goodwill		739			533
Deferred income taxes		282			288
Operating lease right-of-use assets		432			445
Other noncurrent assets(a)		569			548
Total assets	$	8,338		$	8,756

LIABILITIES AND EQUITY
Current liabilities:
Accounts payable(a)	$	908		$	842
Accounts payable to affiliates		46			36
Accrued liabilities(a)		496			455
Current portion of debt(a)		57			593
Current operating lease liabilities(a)		49			52
Total current liabilities		1,556			1,978
Long-term debt(a)		1,510			1,528
Deferred income taxes		217			214
Noncurrent operating lease liabilities(a)		401			411
Other noncurrent liabilities(a)		867			900
Total liabilities		4,551			5,031
Commitments and contingencies (Notes 15 and 16)
Equity
Huntsman International LLC members’ equity:
Members’ equity, 2,728 units issued and outstanding		3,709			3,701
Retained earnings		1,252			1,203
Accumulated other comprehensive loss		(1,345	)		(1,333	)
Total Huntsman International LLC members’ equity		3,616			3,571
Noncontrolling interests in subsidiaries		171			154
Total equity		3,787			3,725
Total liabilities and equity	$	8,338		$	8,756

(a)

At ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, respectively, $1$8 and ~~NaN~~$2 of cash and cash equivalents, $6$10 and ~~$13~~$6 of accounts and notes receivable (net), ~~$32~~$36 and ~~$35~~$38 of inventories, ~~$173~~$166 and ~~$180~~$167 of property, plant and equipment (net), $22 and ~~$20~~$23 of other noncurrent assets, ~~$79~~$128 and ~~$100~~$119 of accounts payable, $13 ~~and $10~~each of accrued liabilities, ~~$47~~$55 and ~~$36~~$47 of current portion of debt, $4$5 each of current operating lease liabilities, $6nil and ~~$29~~$3 of long-term debt, ~~$13~~$21 and ~~$11~~$17 of noncurrent operating lease liabilities and ~~$83 and $87~~$82 each of other noncurrent liabilities from consolidated variable interest entities are included in the respective balance sheet captions above. See “Note 6. Variable Interest Entities.”

See accompanying notes to condensed consolidated financial statements.

Table of Contents

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In Millions)


	Three months				Six months
	ended				ended
	June 30,				June 30,
	2020		2019		2020		2019
									*Three months*
									*ended*
									*March 31,*
									*2021*			*2020*
Revenues:
Trade sales, services and fees, net	$	1,226	$	1,751	$	2,775	$	3,391	$	1,802		$	1,549
Related party sales		21		33		65		62		35			44
Total revenues		1,247		1,784		2,840		3,453		1,837			1,593
Cost of goods sold		1,085		1,411		2,381		2,721		1,445			1,296
Gross profit		162		373		459		732		392			297
Operating expenses:
Selling, general and administrative		185		184		382		389		204			197
Research and development		32		38		68		74		38			36
Restructuring, impairment and plant closing costs		19		—		22		1		24			3
Other operating income, net		(6)		(2)		(1)		(2)
Other operating (income) expense, net										(3	)		5
Total operating expenses		230		220		471		462		263			241
Operating (loss) income		(68)		153		(12)		270
Operating income										129			56
Interest expense, net		(21)		(33)		(41)		(68)		(19	)		(20	)
Equity in income of investment in unconsolidated affiliates		2		12		4		22		38			2
Fair value adjustments to Venator investment		4		(18)		(106)		58		(19	)		(110	)
Loss on early extinguishment of debt		—		—		—		(23)
Other income, net		6		3		15		7		7			9
(Loss) income from continuing operations before income taxes		(77)		117		(140)		266
Income tax benefit (expense)		13		(37)		6		(81)
(Loss) income from continuing operations		(64)		80		(134)		185
Income (loss) from continuing operations before income taxes										136			(63	)
Income tax expense										(35	)		(7	)
Income (loss) from continuing operations										101			(70	)
Income from discontinued operations, net of tax		5		35		782		58		1			777
Net (loss) income		(59)		115		648		243
Net income										102			707
Net income attributable to noncontrolling interests		(3)		(8)		(6)		(20)		(17	)		(3	)
Net (loss) income attributable to Huntsman International LLC	$	(62)	$	107	$	642	$	223
Net income attributable to Huntsman International LLC									$	85		$	704

See accompanying notes to condensed consolidated financial statements.

Table of Contents

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE ~~(LOSS)~~ INCOME

(In Millions)

Three months

Six months

ended

ended

June 30,

June 30,

2020

2019

2020

2019
Net (loss) income

$

(59)

$
115

$
648

$
243
Other comprehensive income (loss), net of tax:

Foreign currency translations adjustment

16

(21)

(57)

20
Pension and other postretirement benefits adjustments

13

13

66

26
Other comprehensive income (loss), net of tax

29

(8)

9

46
Comprehensive (loss) income

(30)

107

657

289
Comprehensive income attributable to noncontrolling interests

(3)

(6)

(6)

(20)
Comprehensive (loss) income attributable to Huntsman International LLC

$

(33)

$
101

$
651

$
269

	*Three months*
	*ended*
	*March 31,*
	*2021*			*2020*
Net income	$	102		$	707
Other comprehensive loss, net of tax:
Foreign currency translations adjustment		(31	)		(73	)
Pension and other postretirement benefits adjustments		19			53
Other comprehensive loss, net of tax		(12	)		(20	)
Comprehensive income		90			687
Comprehensive income attributable to noncontrolling interests		(17	)		(3	)
Comprehensive income attributable to Huntsman International LLC	$	73		$	684

See accompanying notes to condensed consolidated financial statements.

Table of Contents

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(In Millions, Except Unit Amounts)

Huntsman International LLC Members

Members'

Accumulated other

Noncontrolling

equity

comprehensive

interests in

Total


Units

Amount

Retained earnings

loss

subsidiaries

equity
Balance, January 1, 2020

2,728

$
3,675

$
312

$
(1,352)

$
137

$
2,772
Net income

—

—

704

—

3

707
Dividends paid to parent

—

—

(37)

—

—

(37)
Other comprehensive loss

—

—

—

(20)

—

(20)
Contribution from parent

—

6

—

—

—

6
Balance, March 31, 2020

2,728

$
3,681

$
979

$
(1,372)

$
140

$
3,428
Net (loss) income

—

—

(62)

—

3

(59)
Dividends paid to parent

—

—

(36)

—

—

(36)
Other comprehensive income

—

—

—

29

—

29
Contribution from parent

—

7

—

—

—

7
Balance, June 30, 2020

2,728

$
3,688

$
881

$
(1,343)

$
143

$
3,369

	*Huntsman International LLC Members*
	*Members'*							*Accumulated other*			*Noncontrolling*
	*equity*							*comprehensive*			*interests in*		*Total*
	*Units*		*Amount*		*Retained earnings*			*loss*			*subsidiaries*		*equity*
Balance, January 1, 2021		2,728	$	3,701	$	1,203		$	(1,333	)	$	154	$	3,725
Net income		—		0		85			0			17		102
Dividends paid to parent		—		0		(36	)		0			0		(36	)
Other comprehensive loss		—		0		0			(12	)		0		(12	)
Contribution from parent		—		8		0			0			0		8
Balance, March 31, 2021		2,728	$	3,709	$	1,252		$	(1,345	)	$	171	$	3,787

Huntsman International LLC Members

Members'

(Accumulated

Accumulated other

Noncontrolling

equity

deficit)

comprehensive

interests in

Total


Units

Amount

Retained earnings

loss

subsidiaries

equity
Balance, January 1, 2019

2,728

$
3,658

$
(91)

$
(1,308)

$
229

$
2,488
Net income

—

—

116

—

12

128
Dividends paid to parent

—

—

(37)

—

—

(37)
Other comprehensive income

—

—

—

52

2

54
Contribution from parent

—

7

—

—

—

7
Balance, March 31, 2019

2,728

$
3,665

$
(12)

$
(1,256)

$
243

$
2,640
Net income

—

—

107

—

8

115
Dividends paid to parent

—

—

(38)

—

—

(38)
Other comprehensive loss

—

—

—

(6)

(2)

(8)
Contribution from parent

—

7

—

—

—

7
Dividends declared to noncontrolling interests

—

—

—

—

(40)

(40)
Balance, June 30, 2019

2,728

$
3,672

$
57

$
(1,262)

$
209

$
2,676

	*Huntsman International LLC Members*
	*Members'*							*Accumulated other*			*Noncontrolling*
	*equity*							*comprehensive*			*interests in*		*Total*
	*Units*		*Amount*		*Retained earnings*			*loss*			*subsidiaries*		*equity*
Balance, January 1, 2020		2,728	$	3,675	$	312		$	(1,352	)	$	137	$	2,772
Net income		—		0		704			0			3		707
Dividends paid to parent		—		0		(37	)		0			0		(37	)
Other comprehensive loss		—		0		0			(20	)		0		(20	)
Contribution from parent		—		6		0			0			0		6
Balance, March 31, 2020		2,728	$	3,681	$	979		$	(1,372	)	$	140	$	3,428

See accompanying notes to condensed consolidated financial statements.

Table of Contents

~~HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES~~

~~CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS~~

~~(In Millions)~~

Six months

ended

June 30,

2020

2019
Operating Activities:

Net income

$
648

$
243
Less: Income from discontinued operations, net of tax

(782)

(58)
(Loss) income from continuing operations

(134)

185
Adjustments to reconcile (loss) income from continuing operations to net cash provided by operating activities from continuing operations:

Cash received from return on investment in unconsolidated subsidiary

4

10
Equity in income of investment in unconsolidated affiliates

(4)

(22)
Unrealized losses (gains) on fair value adjustments to Venator investment

106

(57)
Depreciation and amortization

136

136
Noncash lease expense

30

27
Loss on early extinguishment of debt

—

23
Deferred income taxes

(25)

42
Noncash compensation

13

14
Taxes paid on sale of Chemical Intermediates Businesses

(10)

—
Other, net

5

15
Changes in operating assets and liabilities:

Accounts and notes receivable

179

(47)
Inventories

79

24
Prepaid expenses

16

1
Other current assets

12

29
Other noncurrent assets

(19)

(64)
Accounts payable

(198)

(20)
Accrued liabilities

(64)

(77)
Other noncurrent liabilities

(82)

(50)
Net cash provided by operating activities from continuing operations

44

169
Net cash (used in) provided by operating activities from discontinued operations

(40)

96
Net cash provided by operating activities

4

265

Investing Activities:

Capital expenditures

(116)

(118)
Cash received from sale of business

1,915

—
Acquisition of businesses, net of cash acquired

(652)

—
Decrease (increase) in receivable from affiliate

278

(5)
Cash received from forward swap contract related to the sale of investment in Venator

—

16
Other, net

5

3
Net cash provided by (used in) investing activities from continuing operations

1,430

(104)
Net cash used in investing activities from discontinued operations

—

(18)
Net cash provided by (used in) investing activities

1,430

(122)

~~(Continued)~~

~~Table of Contents~~

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Millions)

Three months

ended

March 31,

2021

2020

Operating Activities:

Net income
$ 102 $ 707
Less: Income from discontinued operations, net of tax
(1 ) (777 )
Income (loss) from continuing operations
101 (70 )
Adjustments to reconcile income (loss) from continuing operations to net cash used in operating activities from continuing operations:

Equity in income of investment in unconsolidated affiliates
(38 ) (2 )
Unrealized losses on fair value adjustments to Venator investment
19 110
Depreciation and amortization
73 67
Noncash lease expense
17 15
Noncash restructuring and impairment charges 8 0
Deferred income taxes
0 (1 )
Noncash compensation
8 6
Other, net
1 1
Changes in operating assets and liabilities:

Accounts and notes receivable
(117 ) (34 )
Inventories
(156 ) (92 )
Prepaid expenses
6 6
Other current assets
(9 ) 0
Other noncurrent assets
(30 ) (7 )
Accounts payable
93 59
Accrued liabilities
14 (44 )
Taxes paid on sale of Chemical Intermediates Businesses
0 (2 )
Other noncurrent liabilities
(7 ) (54 )
Net cash used in operating activities from continuing operations
(17 ) (42 )
Net cash used in operating activities from discontinued operations
(1 ) (35 )
Net cash used in operating activities
(18 ) (77 )

Investing Activities:

Capital expenditures
(98 ) (61 )
Cash received from sale of businesses
15 1,915
Acquisition of businesses, net of cash acquired
(240 ) (346 )
(Increase) decrease in receivable from affiliate
(7 ) 279
Other, net 0 3
Net cash (used in) provided by investing activities
(330 ) 1,790

(Continued)

Table of Contents

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(In Millions)


	Six months
	ended
	June 30,
	2020		2019
					*Three months*
					*ended*
					*March 31,*
					*2021*			*2020*
Financing Activities:
Net (repayments) borrowings on revolving loan facilities	$	(172)	$	126
Net borrowings (repayments) on revolving loan facilities					$	9		$	(158	)
Repayments of long-term debt		(14)		(662)		(548	)		0
Proceeds from issuance of long-term debt		—		742
Repayments of notes payable to affiliate		(380)		(115)		0			(380	)
Repayments of notes payable		(32)		(14)		0			(32	)
Dividends paid to noncontrolling interests		(23)		(10)		0			(23	)
Debt issuance costs paid		—		(7)
Dividends paid to parent		(73)		(75)		(36	)		(36	)
Costs of early extinguishment of debt		—		(21)
Other		(1)		—		0			(2	)
Net cash used in financing activities		(695)		(36)		(575	)		(631	)
Effect of exchange rate changes on cash		(11)		2		(1	)		(13	)
Increase in cash, cash equivalents and restricted cash		728		109
(Decrease) increase in cash, cash equivalents and restricted cash						(924	)		1,069
Cash, cash equivalents and restricted cash at beginning of period		525		340		1,591			525
Cash, cash equivalents and restricted cash at end of period	$	1,253	$	449	$	667		$	1,594


Supplemental cash flow information:
Cash paid for interest	$	40	$	53	$	16		$	5
Cash paid for income taxes		55		68		8			36

As of ~~June 30,~~March 31, 2021 and 2020, ~~and 2019,~~ the amount of capital expenditures in accounts payable was $54 million and $59 million, ~~and $48 million,~~ respectively. ~~During the six months ended June 30, 2020 and 2019, Huntsman Corporation contributed $13 million and $14 million, respectively, related to stock-based compensation for continuing operations.~~

See accompanying notes to condensed consolidated financial statements.

Table of Contents

HUNTSMAN CORPORATION AND SUBSIDIARIES

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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 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 income (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, ~~2019~~2020 for our Company and Huntsman International.

Description of Businesses

~~Description of Businesses~~

We are a global manufacturer of differentiated organic chemical products. We operate in 4four segments: Polyurethanes, Performance Products, Advanced Materials and Textile Effects. Our products comprise a broad range of chemicals and formulations, which we market globally to a diversified group of consumer and industrial customers. Our products are used in a wide range of applications, including those in the adhesives, aerospace, automotive, construction products, durable and non-durable consumer products, ~~digital inks,~~ electronics, insulation, medical, packaging, coatings and construction, power generation, refining, synthetic fiber, textile chemicals and dyes industries. We are a leading global producer in many of our key product lines, including MDI, amines, maleic anhydride, epoxy-based polymer formulations, textile chemicals and dyes.

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

Huntsman Corporation and Huntsman International Financial Statements

~~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 financial statements and Huntsman International’s financial statements relate primarily to the following:

●

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

●

the different capital ~~structures; and~~structures.

●

~~a note payable from Huntsman International to us, which was repaid in full during the first quarter of 2020.~~

~~Table of Contents~~

~~Principles of Consolidation~~

Principles of Consolidation

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

Reclassifications

~~Reclassifications~~

~~Prior periods~~Certain amounts in the condensed consolidated financial statements for the prior period have been ~~recasted~~reclassified to ~~record~~conform with the ~~results~~current presentation.

Table of ~~operations~~Contents

Recent Developments

Dividend Increase

On April 28, 2021, our Board of Directors declared a $0.1875 per share cash dividend on our chemical intermediates businesses, which includes PO/MTBE, and our surfactants businesses (collectively, our “Chemical Intermediates Businesses”) as discontinued operations. See “Note 4. Discontinued Operations and Business Dispositions—Sale of Chemical Intermediates Businesses.”common stock. This represents a 15% increase from the previous dividend.

R~~ecent Developments~~

Acquisition of ~~CVC Thermoset Specialties~~Gabriel Performance Products

On ~~May 18, 2020,~~ January 15, 2021, we completed ~~our~~the acquisition of ~~CVC Thermoset Specialties (“CVC Thermoset Specialties Acquisition”),~~Gabriel Performance Products, a North American specialty chemical manufacturer ~~serving~~of specialty additives and epoxy curing agents for the ~~industrial composites,~~coatings, adhesives, sealants and ~~coatings markets. CVC Thermoset Specialties operates 2 manufacturing facilities located~~composite end-markets (“Gabriel Acquisition”), from funds affiliated with Audax Private Equity in ~~Akron, Ohio and Maple Shade, New Jersey. We acquired the business for $306~~an all-cash transaction of approximately $249 million, ~~from Emerald Performance Materials LLC, which is majority owned by affiliates of American Securities LLC,~~ subject to customary closing adjustments, ~~in an all-cash transaction~~ funded from available liquidity. The acquired business is being integrated into our Advanced Materials segment. See “Note 3. Business ~~Combinations—~~Combinations and Acquisitions—Acquisition of ~~CVC Thermoset Specialties.~~Gabriel Performance Products.”

~~Restructuring Programs~~Redemption of the 2021 Senior Notes

~~In July 2020, management approved a preliminary restructuring plan~~On January 15, 2021, we redeemed in full €445 million (approximately $541 million) in aggregate principal amount of our 5.125% senior notes due 2021 (“2021 Senior Notes”) at the redemption price equal to ~~optimize our downstream footprint in our Polyurethanes segment.~~100% of the principal amount of the notes, plus accrued and unpaid interest to, but not including, the redemption date. In connection with this ~~program,~~redemption, we ~~expect to record restructuring expenses~~incurred an incremental cash tax liability of ~~between~~ approximately ~~$23~~$15 million ~~and $31 million through 2021.~~

~~COVID-19 Update~~

The recent outbreak of the coronavirus disease (COVID-19) has spread from China to many other countries, including the United States. In March 2020, the World Health Organization characterized COVID-19 as a pandemic. We are a company operating in a “critical infrastructure” industry, as defined by the U.S. Department of Homeland Security. Consistent with federal and international guidelines and with state and local orders to date, we have largely continued to operate our manufacturing facilities across our footprint, with additional precautions in place to ensure the safety of our employees. As of June 30, 2020, there have not been any significant interruptions in our ability to provide our products and support to our customers. However, the COVID-19 pandemic has significantly impacted economic conditions throughout the United States and the world, including in the ~~markets in which we operate. Demand for our products has declined at a rapid pace, which has had a meaningful adverse impact on our revenues and financial results in the second~~first quarter ~~2020. Although demand improved through the quarter in most~~ of ~~our core markets, it remains significantly below the prior year.~~

~~There continues~~2021 related to be many uncertainties regarding the impact of the COVID-19 pandemic, including the scope of scientific and health issues, the anticipated duration of the pandemic, and the extent of local, regional and worldwide economic, social, and political disruption. Given such uncertainties, it is difficult to estimate the magnitude COVID-19 may impact our future business, but we expect any adverse impact to continue for some time. The following is a summary of our recent and anticipated actions in response to COVID-19.

~~Balance Sheet and Liquidity~~

~~Table of Contents~~

~~Facility. In April 2020, we elected to temporarily suspend share repurchases under our existing share repurchase program in order to enhance our liquidity position in response to COVID-19.~~

~~Capital Expenditures~~

We have significantly reduced planned discretionary capital expenditures for the current year. Among other reductions, we have deferred a portion of capital spending on a new MDI splitter in Geismar, Louisiana for six months leaving roughly $40 million of capital spend in 2020 with the remaining spend of approximately $120 million in 2021 and 2022. During 2020, we expect to spend between approximately $225 million and $235 million on capital expenditures for continuing operations.

~~Expense Management~~

~~In response to the reduction in revenue, we have implemented, and expect to continue to implement, cost saving initiatives, including:~~

●

~~suspended merit and general wage increases that customarily occur at the end of the first quarter;~~

●

~~implemented a temporary hiring freeze for all non-business critical positions;~~

●

~~accelerated integration efforts related to the integration of Icynene-Lapolla and CVC Thermoset Specialties in order to more expeditiously capture related synergies;~~

●

implemented a restructuring program in our Polyurethanes segment, primarily related to workforce reductions, to reorganize our spray polyurethane foam business to better position this business for efficiencies and growth in coming years;

●

~~approved an additional preliminary restructuring program in our Polyurethanes segment to optimize our downstream footprint;~~

●

~~implemented a restructuring program in our Performance Products segment, primarily related to workforce reductions, in response to the sale of our Chemical Intermediates Businesses to Indorama;~~

●

~~implemented restructuring programs in our Advanced Materials segment, primarily related to workforce reductions in connection with the CVC Thermoset Specialties Acquisition; and~~

●

~~implemented restructuring programs in our Textile Effects segment to rationalize and realign structurally across various functions and certain locations within the segment.~~

~~For more information regarding our 2020 restructuring activities, see~~foreign currency exchange gains. See “Note ~~7. Restructuring, Impairment and Plant Closing Costs.~~8. Debt—Senior Notes.”

~~Health and Safety~~

In the second quarter 2020, we closed a number of our corporate offices around the world and required certain of our employees (including those located at our corporate headquarters in The Woodlands, Texas) to work remotely on a temporary basis. While we have re-opened some of our offices, many of our employees continue to work remotely.

~~Asset Carrying Value~~

As of June 30, 2020, we did not have any impairment with respect to our goodwill or long-lived assets. Because the full extent of the impact of the COVID-19 pandemic and efforts to slow its spread are unknown at this time, we will continue to monitor and timely identify any triggering events that may require additional impairment testing.

~~Use of Estimates~~

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

~~Table of Contents~~

2. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

~~Accounting Pronouncements Adopted During 2020~~Accounting Pronouncements ADopted During 2021

~~In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13,~~ ~~Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments~~. The amendments in this ASU replace the incurred loss impairment methodology with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. On January 1, 2020, weWe adopted the ~~amendments in this ASU and the initial adoption of these amendments~~following accounting pronouncement during 2021, which did not have a significant impact on our condensed consolidated financial ~~statements.~~statements:

●

Financial Accounting Standards Board Accounting Standards Update No.2021-01,Reference Rate Reform (Topic 848): Scope.

~~In August 2018, the FASB issued ASU No. 2018-15,~~ ~~Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract~~. The amendments in this ASU align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). On January 1, 2020, we adopted the amendments in this ASU and the initial adoption of these amendments did not have a significant impact on our condensed consolidated financial statements.

~~In March 2020, the FASB issued ASU No. 2020-04,~~ ~~Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting~~. The amendments in this ASU provide optional expedients and exceptions for a limited period of time to ease the potential burden in accounting for contracts, hedging relationships and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The amendments in this ASU are effective as of March 12, 2020 through December 31, 2022. On March 12, 2020, we adopted the amendments in this ASU and the initial adoption of these amendments did not have a significant impact on our condensed consolidated financial statements.

~~Accounting Pronouncements Pending Adoption in Future Periods~~

~~In August 2018, the FASB issued ASU No. 2018-14,~~ ~~Compensation—Retirement Benefits—Defined Benefit Plans—General (Topic 715-20): Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans~~. The amendments in this ASU modify certain disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans by removing disclosures that no longer are considered cost beneficial, clarifying the specific requirements of disclosures and adding disclosure requirements identified as relevant. The amendments in this ASU are effective for fiscal years ending after December 15, 2020 and should be applied on a retrospective basis to all periods presented. Early adoption is permitted. We do not expect the adoption of the amendments in this ASU to have a significant impact on our condensed consolidated financial statements.

3. BUSINESS COMBINATIONS AND ACQUISITIONS

~~Acquisition~~Acquisition of ~~CVC Thermoset Specialties~~gaBRIEL Performance Products

As discussed in “Note 1. ~~General~~— General—Recent ~~Developments~~—Developments—Acquisition of ~~CVC Thermoset Specialties,”~~Gabriel Performance Products”, we completed the ~~CVC Thermoset Specialties~~Gabriel Acquisition, a North American specialty chemical manufacturer of specialty additives and epoxy curing agents for the coatings, adhesives, sealants and composite end-markets on ~~May 18, 2020.~~January 15, 2021, from funds affiliated with Audax Private Equity in an all-cash transaction of approximately $249 million, subject to customary closing adjustments, funded from available liquidity. The acquired business is being integrated into our Advanced Materials segment. Transaction costs ~~charged to expense~~ related to this acquisition were approximately $5$1 million ~~as of both~~for the three ~~and six~~ months ended ~~June 30, 2020~~ March 31, 2021 and were recorded in other operating ~~expenses,~~(income) expense, net in our condensed consolidated statements of operations.

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

Fair value of assets acquired and liabilities assumed:
Cash paid for the Gabriel Acquisition	$	249

Cash	$	9
Accounts receivable		13
Inventories		26
Property, plant and equipment		23
Intangible assets		16
Goodwill		172
Accounts payable		(7	)
Accrued liabilities		(2	)
Deferred income taxes		(1	)
Total fair value of net assets acquired	$	249

Table of Contents

Fair value of assets acquired and liabilities assumed:

Cash paid for the CVC Thermoset Specialties Acquisition

$
306

Accounts receivable

$
12
Inventories

39
Property, plant and equipment, net

88
Intangible assets

60
Goodwill

119
Accounts payable

(7)
Deferred income taxes

(5)
Total fair value of net assets acquired

$
306

The acquisition cost allocation is preliminary pending final determination of the fair value of assets acquired and liabilities assumed, including final valuation of certain liabilities, property, plant and equipment, intangible assets, leases and deferred taxes. Intangible assets acquired included in this preliminary allocation consist primarily of trademarks, technology and trade ~~secrets and customer relationships.~~secrets. The applicable amortization periods are still being assessed. For purposes of this preliminary allocation of fair value, we have assigned any excess of the acquisition cost over the estimated preliminary fair value to goodwill. The estimated goodwill recognized is attributable primarily to projected future profitable growth in our Advanced Materials specialty portfolio and synergies. We expect that ~~none~~a portion of the estimated goodwill arising from the acquisition will be deductible for income tax ~~purposes.~~purposes, but the amount is still being assessed. It is possible that material changes to this preliminary allocation of acquisition cost could occur.

The acquired business had revenues and net ~~loss~~income of $7$23 million and $1$4 million, respectively, for the period from the date of acquisition to ~~June 30, 2020.~~March 31, 2021.

Acquisition of CVC Thermoset Specialties

If this acquisition were to have occurred on January 1, 2019, the following estimated pro forma revenues, net income, net income attributable to Huntsman Corporation and Huntsman International would have been reported (dollars in millions):

Three months

Six months

ended

ended

June 30,

June 30,

2020

2019

2020

2019
Revenues
$
1,255

$
1,812

$
2,872

$
3,514
Net (loss) income

(60)

125

650

267
Net (loss) income attributable to Huntsman Corporation

(63)

117

644

247

Three months

Six months

ended

ended

June 30,

June 30,

2020

2019

2020

2019
Revenues
$
1,255

$
1,812

$
2,872

$
3,514
Net (loss) income

(60)

122

649

261
Net (loss) income attributable to Huntsman International

(63)

114

643

241

~~Acquisition of Icynene-Lapolla~~

On ~~February 20,~~May 18, 2020, we completed our acquisition of ~~Icynene-Lapolla,~~CVC Thermoset Specialties, a ~~leading~~ North American specialty chemical manufacturer serving the industrial composites, adhesives and ~~distributor of spray polyurethane foam insulation systems for residential and commercial applications~~coatings markets (“~~Icynene-Lapolla~~CVC Thermoset Specialties Acquisition”). We acquired the business for $304 million from ~~an affiliate~~Emerald Performance Materials LLC, which is majority owned by affiliates of ~~FFL Partners,~~American Securities LLC, ~~for $353 million,~~ subject to customary closing adjustments, in an all-cash transaction funded from available liquidity. The acquired business is being integrated into our ~~Polyurethanes~~Advanced Materials segment. Transaction costs charged to expense related to this acquisition were approximately $4 million and $14 million for the three and six months ended June 30, 2020, respectively, and were recorded in other operating expenses, net in our condensed consolidated statements of operations.

~~Table of Contents~~

We have accounted for the ~~Icynene-Lapolla~~CVC Thermoset Specialties Acquisition using the acquisition method. As such, we analyzed the fair value of tangible and intangible assets acquired and liabilities assumed. The preliminary allocation of acquisition cost to the assets acquired and liabilities assumed is summarized as follows (dollars in millions):

Fair value of assets acquired and liabilities assumed:
Cash paid for the CVC Thermoset Specialties Acquisition	$	304

Accounts receivable	$	12
Inventories		37
Property, plant and equipment		67
Intangible assets		117
Goodwill		120
Accounts payable		(7	)
Accrued liabilities		(1	)
Deferred income taxes		(41	)
Total fair value of net assets acquired	$	304

Fair value of assets acquired and liabilities assumed:

Cash paid for the Icynene-Lapolla Acquisition in Q1 2020

$
353

Cash

$
7
Accounts receivable

37
Inventories

36
Prepaid expenses and other current assets

1
Property, plant and equipment, net

7
Intangible assets

165
Goodwill

134
Other noncurrent assets

3
Accounts payable

(13)
Accrued liabilities

(10)
Deferred income taxes

(14)
Total fair value of net assets acquired

$
353

The acquisition cost allocation is preliminary pending final determination of the fair value of assets acquired and liabilities assumed, ~~including~~primarily relating to the final valuation of ~~property, plant and equipment, intangible assets, leases~~certain liabilities and deferred taxes. Intangible assets acquired included in this preliminary allocation consist primarily of trademarks, trade secrets and customer ~~relationships. The applicable amortization periods~~relationships, which are ~~still~~predominantly being ~~assessed.~~amortized over a period of 20 years. For purposes of this preliminary allocation of fair value, we have assigned any excess of the acquisition cost over the estimated preliminary fair value to goodwill. The estimated goodwill recognized is attributable primarily to projected future profitable growth ~~penetration into downstream markets~~in our Advanced Materials specialty portfolio and synergies. We expect that none of the estimated goodwill arising from the acquisition will be deductible for income tax purposes. It is possible that material changes to this preliminary allocation of acquisition cost could occur.

Table of Contents

Acquisition of Icynene-Lapolla

On February 20, 2020, we completed our acquisition of Icynene-Lapolla, a leading North American manufacturer and distributor of spray polyurethane foam insulation systems for residential and commercial applications (“Icynene-Lapolla Acquisition”). We acquired the business from an affiliate of FFL Partners, LLC for $353 million in an all-cash transaction funded from available liquidity. The acquired business ~~had revenues and net loss of $78 million and $5 million, respectively,~~was integrated into our Polyurethanes segment.

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

Fair value of assets acquired and liabilities assumed:
Cash paid for the Icynene-Lapolla Acquisition in Q1 2020	$	353

Cash	$	7
Accounts receivable		36
Inventories		32
Prepaid expenses and other current assets		2
Property, plant and equipment		9
Intangible assets		130
Goodwill		167
Other noncurrent assets		4
Accounts payable		(14	)
Accrued liabilities		(11	)
Deferred income taxes		(9	)
Total fair value of net assets acquired	$	353

As a result of the finalization of the valuation of the assets and liabilities, reallocations were made during the first quarter of 2021 in certain current asset and liability, property, plant and equipment, intangible asset, goodwill, other noncurrent assets and deferred tax balances. Intangible assets acquired consist primarily of trademarks, trade secrets and customer relationships, which are predominantly being amortized over a period of 10 years. The goodwill recognized is attributable primarily to projected future profitable growth, penetration into downstream markets and synergies. None of the goodwill arising from the ~~date of~~ acquisition ~~to June 30, 2020.~~is deductible for income tax purposes.

PRO FORMA INFORMATION FOR ACQUISITIONS

If ~~this acquisition~~the Gabriel Acquisition, CVC Thermoset Specialties Acquisition and the Icynene-Lapolla Acquisition were to have occurred on January 1, ~~2019,~~2020, the following estimated pro forma revenues, net income, net income attributable to Huntsman Corporation and Huntsman International would have been reported (dollars in millions):

Three months

Six months

ended

ended

June 30,

June 30,

2019

2020

2019
Revenues
$
1,841

$
2,870

$
3,566
Net income

116

645

245
Net income attributable to Huntsman Corporation

108

639

225

	*Three months*
	*ended*
	*March 31,*
	*2021(1)*		*2020*
Revenues	$	1,841	$	1,675
Net income		88		705
Net income attributable to Huntsman Corporation		71		702

Three months

Six months

ended

ended

June 30,

June 30,

2019

2020

2019
Revenues
$
1,841

$
2,870

$
3,566
Net income

113

644

239
Net income attributable to Huntsman International

105

638

219

	*Three months*
	*ended*
	*March 31,*
	*2021(1)*			*2020*
Revenues	$	1,841	$	1,675
Net income		90		704
Net income attributable to Huntsman International		73		701

(1)	Includes pro forma information for the Gabriel Acquisition only.

Table of Contents

4. DISCONTINUED OPERATIONS AND BUSINESS DISPOSITIONS 

SaLE of Venator InterEST

On December 23, 2020, we completed the sale of approximately 42.4 million ordinary shares of Venator Materials PLC (“Venator”) and received approximately $99 million in cash. Subsequent to this sale of ordinary shares of Venator, we no longer account for our current remaining ownership interest in Venator as an equity method investment, but rather as an investment in equity securities that are marked to fair value with changes in fair value reported in earnings. Concurrently with the sale of Venator ordinary shares, we entered into an option agreement, pursuant to which we granted an option to funds advised by SK Capital Partners, LP to purchase the remaining approximate 9.7 million ordinary shares we hold in Venator at $2.15 per share. The option will expire on June 23, 2023 and will not be exercisable so long as such exercise would result in a default or an "Event of Default" under Venator’s Term Loan Credit Agreement and Revolving Credit Agreement. We record this option agreement at fair value with changes in fair value reported in earnings.

For the three months ended March 31, 2021 and 2020, we recorded net losses of $19 million and $110 million, respectively, to record our investment in Venator and related option to sell our remaining Venator shares at fair value. These net losses were recorded in “Fair value adjustments to Venator investment” on our condensed consolidated statements of operations.

Summarized financial information of Venator for the three months ended March 31, 2020 is as follows (in millions):

	*Three months*
	*ended*
	*March 31, 2020*
Revenues	$	532
Gross profit		61
Income from continuing operations		8
Net income		8
Net income attributable to Venator		7

~~Sale~~Sale of ~~Chemical Intermediates Businesses~~Chemical Intermediates Businesses

On January 3, 2020, we completed the sale of our chemical intermediates businesses, which includes PO/MTBE, and our surfactants business (“Chemical Intermediates ~~Businesses~~Businesses”) to Indorama Ventures Holdings L.P. (“Indorama”) in a transaction valued at approximately $2 billion, ~~comprising~~comprised of a cash purchase price of approximately $1.92 billion and the transfer of approximately $72 million in net underfunded pension and other post-employment benefit liabilities.

In connection with this sale, we recognized a net after-tax gain of ~~$748~~$758 million in the first ~~six months of 2020. During the first~~ quarter of ~~2020, we received proceeds from the sale of $1.915 billion and received an additional $8 million~~2020. Also, in July 2020 related to this sale. With respect to the gain on this sale, during the first six months of 2020, we paid $10 million of income taxes, and we expect to pay additional income taxes of approximately $365 million during the second half of 2020. Certain amounts for prior periods have similarly been retrospectively reflected for all periods presented. In connection with this sale, we entered into long-term supply agreements with Indorama for certain raw materials at market prices supplied by the Chemical Intermediates ~~Businesses~~Businesses.

The following table reconciles the carrying amounts of major classes of assets and liabilities of discontinued operations to total assets and liabilities of discontinued operations that are classified as held for sale in our condensed consolidated balance sheets (dollars in millions):

December 31,

2019
Carrying amounts of major classes of assets held for sale:

Accounts receivable
$
145
Inventories

105
Total current assets

Property, plant and equipment, net

720
Operating lease right-of-use assets

69
Deferred income taxes

4
Other noncurrent assets

165
Total assets held for sale(1)
$
1,208
Carrying amounts of major classes of liabilities held for sale:

Accounts payable
$
152
Accrued liabilities

26
Current operating lease liabilities

20
Total current liabilities

Deferred income taxes

135
Noncurrent operating lease liabilities

51
Other noncurrent liabilities

128
Total noncurrent liabilities

Total liabilities held for sale(1)
$
512

~~(1)~~

~~The assets and liabilities held for sale are classified as current as of December 31, 2019 because the sale of our Chemical Intermediates Businesses was completed on January 3, 2020.~~

The following table reconciles major line items constituting pretax income of discontinued operations to after-tax income of discontinued operations as presented in our condensed consolidated statements of operations (dollars in millions):

	*Three months*
	*ended*
	*March 31, 2020*
Major line items constituting pretax income of discontinued operations(1):
Trade sales, services and fees, net(2)	$	6
Cost of goods sold(2)		9
Gain on sale of the Chemical Intermediates Businesses		990
Insurance proceeds		28
Income from discontinued operations before income taxes		1,015
Income tax expense		(238	)
Net income attributable to discontinued operations	$	777

~~Table of Contents~~

~~Dividends on Common Stock~~

During the quarters ended ~~June 30,~~March 31, 2021 and March 31, 2020 ~~and June 30, 2019,~~, we paid $36 million and ~~$38~~$37 million, respectively, or $0.1625 per share each, to common stockholders. ~~During the quarters ended March 31, 2020 and March 31, 2019, we paid dividends~~

Table of ~~$37 million and $39 million, respectively, or $0.1625 per share each, to common stockholders.~~

Contents

14. ACCUMULATED OTHER COMPREHENSIVE LOSS

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

Huntsman Corporation

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
Corporation
Beginning balance, January 1, 2020

$
(369)

$
(1,031)

$
8

$
4

$
(1,388)

$
26

$
(1,362)
Other comprehensive (loss) income before reclassifications, gross

(52)

8

—

—

(44)

—

(44)
Tax expense

(4)

(2)

—

—

(6)

—

(6)
Amounts reclassified from accumulated other comprehensive loss, gross(c)

—

75

—

—

75

—

75
Tax expense

—

(17)

—

—

(17)

—

(17)
Net current-period other comprehensive (loss) income

(56)

64

—

—

8

—

8
Ending balance, June 30, 2020

$
(425)

$
(967)

$
8

$
4

$
(1,380)

$
26

$
(1,354)

				*Pension*			*Other*
	*Foreign*			*and 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, 2021	$	(328	)	$	(1,050	)	$	8	$	4	$	(1,366	)	$	20	$	(1,346	)
Other comprehensive loss before reclassifications, gross		(32	)		0			0		0		(32	)		0		(32	)
Tax expense		0			0			0		0		0			0		0
Amounts reclassified from accumulated other comprehensive loss, gross(c)		0			24			0		0		24			0		24
Tax expense		0			(5	)		0		0		(5	)		0		(5	)
Net current-period other comprehensive (loss) income		(32	)		19			0		0		(13	)		0		(13	)
Ending balance, March 31, 2021	$	(360	)	$	(1,031	)	$	8	$	4	$	(1,379	)	$	20	$	(1,359	)

~~(a)~~

~~Amounts are net of tax of $72 and $68 as of June 30, 2020 and January 1, 2020, respectively.~~

~~(b)~~

~~Amounts are net of tax of $129 and $148 as of June 30, 2020 and January 1, 2020, respectively.~~

~~(c)~~

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

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
Corporation
Beginning balance, January 1, 2019

$
(371)

$
(994)

$
8

$
5

$
(1,352)

$
36

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

19

—

—

—

19

—

19
Tax benefit

1

—

—

—

1

—

1
Amounts reclassified from accumulated other comprehensive loss, gross(c)

—

31

—

—

31

—

31
Tax expense

—

(6)

—

—

(6)

—

(6)
Net current-period other comprehensive income

20

25

—

—

45

—

45
Ending balance, June 30, 2019

$
(351)

$
(969)

$
8

$
5

$
(1,307)

$
36

$
(1,271)

(a)	Amounts are net of tax of ~~$70~~$56 for both March 31, 2021 and ~~$71 as of June 30, 2019 and~~ January 1, ~~2019, respectively.~~2021.

(b)	Amounts are net of tax of ~~$129~~$148 and ~~$135~~$153 as of ~~June 30, 2019~~March 31, 2021 and January 1, ~~2019,~~2021, respectively.

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

				*Pension*			*Other*
	*Foreign*			*and other*			*comprehensive*							*Amounts*		*Amounts*
	*currency*			*postretirement*			*income of*							*attributable to*		*attributable to*
	*translation*			*benefits*			*unconsolidated*							*noncontrolling*		*Huntsman*
	*adjustment(a)*			*adjustments(b)*			*affiliates*		*Other, net*		*Total*			*interests*		*Corporation*
Beginning balance, January 1, 2020	$	(369	)	$	(1,031	)	$	8	$	4	$	(1,388	)	$	26	$	(1,362	)
Other comprehensive (loss) income before reclassifications, gross		(67	)		8			0		0		(59	)		0		(59	)
Tax expense		(6	)		0			0		0		(6	)		0		(6	)
Amounts reclassified from accumulated other comprehensive loss, gross(c)		0			58			0		0		58			0		58
Tax expense		0			(14	)		0		0		(14	)		0		(14	)
Net current-period other comprehensive (loss) income		(73	)		52			0		0		(21	)		0		(21	)
Ending balance, March 31, 2020	$	(442	)	$	(979	)	$	8	$	4	$	(1,409	)	$	26	$	(1,383	)

(a)	~~See table below for details about these reclassifications.~~Amounts are net of tax of $74 and $68 as of March 31, 2020 and January 1,2020, respectively.

(b)	Amounts are net of tax of $134 and $148 as of March 31, 2020 and January 1,2020, respectively.

Three months ended June 30,

2020

2019

Amounts reclassified

Amounts reclassified

Affected line item in

from accumulated

from accumulated

the statement

other

other

where net income
Details about Accumulated Other

comprehensive loss

comprehensive loss

is presented
Comprehensive Loss Components(a):

Amortization of pension and other postretirement benefits:

Prior service credit

$
(2)

$
(3)

(b)
Actuarial loss

19

19

(b)(d)

17

16

Total before tax

(3)

(3)

Income tax expense
Total reclassifications for the period

$
14

$
13

Net of tax

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

Table of Contents

Six months ended June 30,

2020

2019

Amounts reclassified

Amounts reclassified

Affected line item in

from accumulated

from accumulated

the statement
Details about Accumulated Other

other

other

where net income
Comprehensive Loss Components(a):

comprehensive loss

comprehensive loss

is presented
Amortization of pension and other postretirement benefits:

Prior service credit

$
(5)

$
(6)

(b)
Settlement loss

41

—

(c)
Actuarial loss

39

37

(b)(d)

75

31

Total before tax

(17)

(6)

Income tax expense
Total reclassifications for the period

$
58

$
25

Net of tax

	*Three Months Ended March 31,*
	*2021*			*2020*
	*Amounts reclassified*			*Amounts reclassified*			*Affected line item in*
	*from accumulated*			*from accumulated*			*the statement*
Details about Accumulated Other	*other*			*other*			*where net income*
Comprehensive Loss Components(a):	*comprehensive loss*			*comprehensive loss*			*is presented*
Amortization of pension and other postretirement benefits:
Prior service credit	$	(3	)	$	(3	)	(b)
Settlement loss		3			41		(c)
Actuarial loss		24			20		(b)(d)
		24			58		Total before tax
		(5	)		(14	)	Income tax expense
Total reclassifications for the period	$	19		$	44		Net of tax

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

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

(c)	In connection with the sale of our Chemical Intermediates Businesses, we recognized $41 of pension and other post-employment benefit settlement losses during the ~~six~~three months ended ~~June 30,~~March 31, 2020.

(d)

Amounts contain approximately $2 ~~and NaN of actuarial losses related to discontinued operations for the three months ended June 30, 2020 and 2019, respectively, and $3~~ and $1 of actuarial losses related to discontinued operations for the ~~six~~three months ended ~~June 30, 2020~~ March 31, 2021 and ~~2019.~~2020, respectively.

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, 2020

$
(374)

$
(1,012)

$
8

$
—

$
(1,378)

$
26

$
(1,352)
Other comprehensive (loss) income before reclassifications, gross

(53)

8

—

—

(45)

—

(45)
Tax expense

(4)

(2)

—

—

(6)

—

(6)
Amounts reclassified from accumulated other comprehensive loss, gross(c)

—

77

—

—

77

—

77
Tax expense

—

(17)

—

—

(17)

—

(17)
Net current-period other comprehensive (loss) income

(57)

66

—

—

9

—

9
Ending balance, June 30, 2020

$
(431)

$
(946)

$
8

$
—

$
(1,369)

$
26

$
(1,343)

				*Pension*			*Other*
	*Foreign*			*and 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*		*International*
Beginning balance, January 1, 2021	$	(333	)	$	(1,028	)	$	8	$	0	$	(1,353	)	$	20	$	(1,333	)
Other comprehensive loss before reclassifications, gross		(31	)		0			0		0		(31	)		0		(31	)
Tax expense		0			0			0		0		0			0		0
Amounts reclassified from accumulated other comprehensive loss, gross(c)		0			25			0		0		25			0		25
Tax expense		0			(6	)		0		0		(6	)		0		(6	)
Net current-period other comprehensive (loss) income		(31	)		19			0		0		(12	)		0		(12	)
Ending balance, March 31, 2021	$	(364	)	$	(1,009	)	$	8	$	0	$	(1,365	)	$	20	$	(1,345	)

~~(a)~~

~~Amounts are net of tax of $59 and $55 as of June 30, 2020 and January 1, 2020 respectively.~~

~~(b)~~

~~Amounts are net of tax of $155 and $174 as of June, 2020 and January 1, 2020, respectively.~~

~~(c)~~

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

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, 2019

$
(376)

$
(977)

$
8

$
1

$
(1,344)

$
36

$
(1,308)
Other comprehensive income before reclassifications, gross

19

—

—

—

19

—

19
Tax benefit

1

—

—

—

1

—

1
Amounts reclassified from accumulated other comprehensive loss, gross(c)

—

33

—

—

33

—

33
Tax expense

—

(7)

—

—

(7)

—

(7)
Net current-period other comprehensive income

20

26

—

—

46

—

46
Ending balance, June 30, 2019

$
(356)

$
(951)

$
8

$
1

$
(1,298)

$
36

$
(1,262)

(a)	Amounts are net of tax of ~~$56~~$43 for both March 31, 2021 and ~~$57 as of June 30, 2019 and~~ January 1, ~~2019, respectively.~~2021.

(b)	Amounts are net of tax of ~~$154~~$172 and ~~$161~~$178 as of ~~June 30, 2019~~March 31, 2021 and January 1, ~~2019,~~2021, respectively.

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

~~(c)~~

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

Table of Contents

Three months ended June 30,

2020

2019

Amounts reclassified

Amounts reclassified

Affected line item in

from accumulated

from accumulated

the statement

other

other

where net income
Details about Accumulated Other

comprehensive loss

comprehensive loss

is presented
Comprehensive Loss Components(a):

Amortization of pension and other postretirement benefits:

Prior service credit

$
(2)

$
(3)

(b)
Actuarial loss

20

20

(b)(d)

18

17

Total before tax

(3)

(4)

Income tax expense
Total reclassifications for the period

$
15

$
13

Net of tax

Six months ended June 30,

2020

2019

Amounts reclassified

Amounts reclassified

Affected line item in

from accumulated

from accumulated

the statement
Details about Accumulated Other

other

other

where net income
Comprehensive Loss Components(a):

comprehensive loss

comprehensive loss

is presented
Amortization of pension and other postretirement benefits:

Prior service credit

$
(5)

$
(6)

(b)
Settlement loss

41

—

(c)
Actuarial loss

41

39

(b)(d)

77

33

Total before tax

(17)

(7)

Income tax expense
Total reclassifications for the period

$
60

$
26

Net of tax

				*Pension*			*Other*
	*Foreign*			*and 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*		*International*
Beginning balance, January 1, 2020	$	(374	)	$	(1,012	)	$	8	$	0	$	(1,378	)	$	26	$	(1,352	)
Other comprehensive (loss) income before reclassifications, gross		(67	)		8			0		0		(59	)		0		(59	)
Tax expense		(6	)		0			0		0		(6	)		0		(6	)
Amounts reclassified from accumulated other comprehensive loss, gross(c)		0			59			0		0		59			0		59
Tax expense		0			(14	)		0		0		(14	)		0		(14	)
Net current-period other comprehensive (loss) income		(73	)		53			0		0		(20	)		0		(20	)
Ending balance, March 31, 2020	$	(447	)	$	(959	)	$	8	$	0	$	(1,398	)	$	26	$	(1,372	)

(a)	~~(a)~~ Amounts are net of tax of $61 and $55 as of March 31, 2020 and January 1,2020, respectively.

(b)	Amounts are net of tax of $160 and $174 as of March 31, 2020 and January 1,2020, respectively.

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

	*Three Months Ended March 31,*
	*2021*			*2020*
	*Amounts reclassified*			*Amounts reclassified*			*Affected line item in*
	*from accumulated*			*from accumulated*			*the statement*
Details about Accumulated Other	*other*			*other*			*where net income*
Comprehensive Loss Components(a):	*comprehensive loss*			*comprehensive loss*			*is presented*
Amortization of pension and other postretirement benefits:
Prior service credit	$	(3	)	$	(3	)	(b)
Settlement loss		3			41		(c)
Actuarial loss		25			21		(b)(d)
		25			59		Total before tax
		(6	)		(14	)	Income tax expense
Total reclassifications for the period	$	19		$	45		Net of tax

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

(b)

~~(b)~~

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

(c)

~~(c)~~

In connection with the sale of our Chemical Intermediates Businesses, we recognized $41 of pension and other post-employment benefit settlement losses during the ~~six~~three months ended ~~June 30,~~March 31, 2020.

(d)

~~(d)~~

Table of Contents

15. COMMITMENTS AND CONTINGENCIES

Legal Matters

~~Legal Matters~~

We are a party to various 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 do not believe that the outcome of any of these matters will have a material effect on our financial condition, results of operations or liquidity.

16. ENVIRONMENTAL, HEALTH AND SAFETY MATTERS

EHS ~~Capital Expenditures~~Capital Expenditures

We may incur future costs for capital improvements and general compliance under environmental, health and safety (“EHS”) laws, including costs to acquire, maintain and repair pollution control equipment. For the ~~six~~three months ended ~~June 30, 2020~~ March 31, 2021 and ~~2019,~~2020, our capital expenditures for EHS matters totaled ~~$12 million~~$7 and ~~$15~~$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.

~~Table of Contents~~

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 $4 million for environmental liabilities for both ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019.~~2020. Of these amounts, $1 million was classified as accrued liabilities in our condensed consolidated balance sheets ~~as of~~for both ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, and $3 million was classified as other noncurrent liabilities in our condensed consolidated balance sheets ~~as of~~for both ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019.~~2020, 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 9nine 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 a condition to our hazardous waste permit. Some of our manufacturing sites have an extended history of industrial chemical manufacturing and use, including on-site waste disposal. We are aware of soil, groundwater or surface contamination from past operations at some of our sites, and we may find contamination at other sites in the future. For example, our Geismar, Louisiana facility is the subject of ongoing remediation requirements imposed under RCRA. Similar laws exist in a number of locations in which we currently operate, or previously operated, manufacturing facilities, such as Australia, India, France, Hungary and Italy.

North Maybe Canyon Mine Remediation

The North Maybe Canyon Mine site is a CERCLA site and involves a former phosphorous mine near Soda Springs, Idaho, which is believed to have been operated by several companies, including a predecessor company to us. In 2004, the U.S. Forest Service notified us that we are a CERCLA potentially responsible party (“PRP”) for contamination originating from the site. In February 2010, we and Wells Cargo (another PRP) agreed to conduct a Remedial Investigation/Feasibility Study of a portion of the site and are currently engaged in that process. ~~During the first six months of 2020, there have been no significant developments, and, at~~At this time, we are unable to reasonably estimate our potential liabilities at this site.

Table of Contents

17. STOCK-BASED COMPENSATION PLANS

As of ~~June 30, 2020,~~March 31, 2021, we had approximately 76 million shares remaining under the stock-based compensation plans available for grant. Option awards have a maximum contractual term of 10 years and generally must have an exercise price at least equal to the market price of our common stock on the date the option award is granted. Outstanding stock-based awards generally vest annually over a ~~three-year~~three-year period.

~~Table of Contents~~

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

Three months

Six months

ended

ended

June 30,

June 30,

2020

2019

2020

2019
Huntsman Corporation compensation cost
$
7

$
7

$
14

$
15
Huntsman International compensation cost

7

7

13

14

	*Three months*
	*ended*
	*March 31,*
	*2021*		*2020*
Huntsman Corporation compensation cost	$	9	$	7
Huntsman International compensation cost		8		6

The total income tax benefit recognized in the condensed consolidated statements of operations for us and Huntsman International for stock-based compensation arrangements was $1 million ~~and $2 million~~ for both of the ~~six~~three months ended ~~June 30, 2020~~March 31, 2021 and ~~2019, respectively.~~2020.

Stock Options

~~Stock Options~~

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

Six months ended June 30,

2020

2019
Dividend yield
3.0
%

2.9
%
Expected volatility
53.1
%

54.0
%
Risk-free interest rate
1.5
%

2.5
%
Expected life of stock options granted during the period
5.9
years

5.9
years

	*Three months*
	*ended*
	*March 31,*
	*2021*			*2020*
Dividend yield		2.3	%		3.0	%
Expected volatility		53.3	%		53.1	%
Risk-free interest rate		0.7	%		1.5	%
Expected life of stock options granted during the period (in years)		5.9			5.9

~~During each of the three months ended June 30, 2020 and 2019, 0 stock options were granted.~~

A summary of stock option activity under the stock-based compensation plans as of ~~June 30, 2020~~March 31, 2021 and changes during the ~~six~~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, 2020


5,025

$
19.08

Granted

750

21.54

Exercised

(255)

11.29

Forfeited

(25)

24.38

Outstanding at June 30, 2020

5,495

19.75

6.2

$
10
Exercisable at June 30, 2020

4,043

18.54

5.1

10

						*Weighted*
				*Weighted*		*Average*
				*Average*		*Remaining*		*Aggregate*
				*Exercise*		*Contractual*		*Intrinsic*
Option Awards	*Shares*			*Price*		*Term*		*Value*
	(in thousands)					(years)		(in millions)
Outstanding at January 1, 2021		4,815		$	20.37
Granted		304			28.58
Exercised		(275	)		17.94
Forfeited		(21	)		28.12
Outstanding at March 31, 2021		4,823			20.99		6.2	$	39
Exercisable at March 31, 2021		3,729			20.17		5.4		34

Table of Contents

The weighted-average grant-date fair value of stock options granted during the ~~six~~three months ended ~~June 30, 2020~~March 31, 2021 was ~~$8.27~~$11.48 per option. As of ~~June 30, 2020,~~March 31, 2021, there was ~~$10~~$9 million of total unrecognized compensation cost related to nonvested stock option arrangements granted under the stock-based compensation plans. That cost is expected to be recognized over a weighted-average period of approximately ~~2.0~~2.1 years.

The total intrinsic value of stock options exercised during ~~each of~~ the ~~six~~three months ended ~~June 30, 2020~~ March 31, 2021 and ~~2019~~2020 was approximately ~~$2 million.~~$3 million and $1 million, respectively. Cash received from stock options exercised during each of the ~~six~~three months ended ~~June 30, 2020~~ March 31, 2021 and ~~2019~~2020 was approximately ~~$1 million.~~$3 million and nil, respectively. The cash tax benefit from stock options exercised during each of the ~~six~~three months ended ~~June 30, 2020~~ March 31, 2021 and ~~2019~~2020 was approximately $1 million and nil,, respectively.

~~Table of Contents~~

~~Nonvested Shares~~

Nonvested Shares

Nonvested shares granted under the stock-based compensation plans consist of restricted stock and performance share unit awards, which are accounted for as equity awards, and phantom stock, which is accounted for as a liability award because it can be settled in either stock or cash.

The fair value of each performance share unit award is estimated using a Monte Carlo simulation model that uses various assumptions, including an expected volatility rate and a risk-free interest rate. For the ~~six~~three months ended ~~June 30, 2020~~ March 31, 2021 and ~~2019,~~2020, the weighted-average expected volatility rate was ~~34.0%~~44.8% and ~~34.6%~~34.0%, respectively, and the weighted average risk-free interest rate was ~~1.4%~~0.2% and ~~2.5%~~1.4%, respectively. For the performance share unit awards granted in the ~~six~~three months ended ~~June 30, 2020~~ March 31, 2021 and ~~2019,~~2020, 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~~three-year performance periods.

A summary of the status of our nonvested shares as of ~~June 30, 2020~~March 31, 2021 and changes during the ~~six~~three months then ended is presented below:

Equity Awards

Liability Awards

Weighted

Weighted

Average

Average

Grant-Date

Grant-Date


Shares

Fair Value

Shares

Fair Value

(in thousands)

(in thousands)

Nonvested at January 1, 2020

1,640

$
24.61

427

$
24.80
Granted

833

21.93

238

21.53
Vested

(569)
(1)(2)

25.17

(218)

24.64
Forfeited

(4)

25.49

(10)

23.82
Nonvested at June 30, 2020

1,900

23.27

437

23.12

	*Equity Awards*						*Liability Awards*
					*Weighted*					*Weighted*
					*Average*					*Average*
					*Grant-Date*					*Grant-Date*
	*Shares*				*Fair Value*		*Shares*			*Fair Value*
	(in thousands)						(in thousands)
Nonvested at January 1, 2021		1,867			$	23.18		411		$	23.08
Granted		831				31.17		184			28.58
Vested		(512	)	⁽¹⁾⁽²⁾		28.26		(188	)		24.59
Forfeited		(6	)			21.89		(4	)		22.88
Nonvested at March 31, 2021		2,180				25.04		403			24.89

~~(1)~~

(1)

As of ~~June 30, 2020,~~March 31, 2021, a total of ~~426,856~~457,294 restricted stock units were vested but not yet issued, of which ~~37,761~~30,438 vested during the ~~six~~three months ended ~~June 30, 2020.~~March 31, 2021. 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)~~

(2)

A total of ~~174,200~~110,542 performance share unit awards are reflected in the vested shares in this table, which represents the target number of performance share unit awards for this grant and were included in the balance at December 31, ~~2019.~~2020. During the ~~six~~three months ended ~~June 30, 2020, an additional 165,489~~March 31, 2021, only 76,055 performance share unit awards with a grant date fair value of ~~$26.99 vested above~~$41.93 were issued related to this vest due to the target ~~in accordance the~~ performance criteria ~~of these awards.~~not being met.

As of ~~June 30, 2020,~~March 31, 2021, there was ~~$31~~$47 million of total unrecognized compensation cost related to nonvested share compensation arrangements granted under the stock-based compensation plans. That cost is expected to be recognized over a weighted-average period of approximately ~~2.1~~2.3 years. The value of share awards that vested during ~~each of~~ the ~~six~~three months ended ~~June 30, 2020~~ March 31, 2021 and ~~2019~~2020 was ~~$24 million.~~$18 million and $23 million, respectively.

Table of Contents

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 ~~six~~three months ended ~~June 30, 2020~~ March 31, 2021 and ~~2019,~~2020, there was no tax benefit or expense recognized in connection with the ~~loss~~net losses of ~~$106~~$19 million and ~~gain of $58~~$110 million, respectively, on fair value adjustments to our Venator investment and related option to sell our remaining Venator shares, recorded as part of non-operating income from continuing operations. As of December 31, 2019, we have recognized the portion of our Venator investment tax basis in excess of book that we ultimately expect to be able to utilize; therefore, no incremental tax benefit has been recognized on the 2020 or 2021year-to-date fair value ~~loss.~~losses. As a significant, unusual, non-operating item, ~~this amount was~~these amounts were treated discretely and excluded from the annual effective tax rate calculation for interim reporting.

~~Effective January 1, 2019, Switzerland reduced certain cantonal income tax rates resulting in a decrease in our net deferred tax~~ ~~assets~~ ~~and a corresponding noncash income tax expense of $32 million for the six months ended June 30, 2019.~~

Huntsman Corporation

We recorded income tax ~~benefit (expense)~~expense from continuing operations of $6$34 million and ~~$(83)~~$7 million for the ~~six~~three months ended ~~June 30, 2020~~ March 31, 2021 and ~~2019,~~2020, respectively. Our tax expense is significantly affected by the mix of income and losses in the tax jurisdictions in which we operate, as impacted by the presence of valuation allowances in certain tax jurisdictions. The decrease in pretax income, as well as the one-time reduction in our Switzerland net deferred tax assets related to the 2019 tax rate change, resulted in income tax benefit during the first six months of 2020 as compared to income tax expense during the same period of 2019.

Huntsman International

Huntsman International recorded income tax ~~benefit (expense)~~expense from continuing operations of $6$35 million and ~~$(81)~~$7 million for the ~~six~~three months ended ~~June 30, 2020~~ March 31, 2021 and ~~2019,~~2020, respectively. Our tax expense is significantly affected by the mix of income and losses in the tax jurisdictions in which we operate, as impacted by the presence of valuation allowances in certain tax jurisdictions. The decrease in pretax income, as well as the one-time reduction in our Switzerland net deferred tax assets related to the 2019 tax rate change, resulted in income tax benefit during the first six months of 2020 as compared to income tax expense during the same period of 2019.

19. EARNINGS PER SHARE

Basic earnings 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 earnings 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 dilutive securities.

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

Three months

Six months

ended

ended

June 30,

June 30,


2020

2019

2020

2019
Numerator:

(Loss) income from continuing operations attributable to Huntsman Corporation

$
(67)

$
75

$
(139)

$
171
Net (loss) income attributable to Huntsman Corporation


(62)

110

643

$
229
Denominator:

Weighted average shares outstanding

219.7

230.6

221.4

231.9
Dilutive shares:

Stock-based awards

—

1.5

—

1.7
Total weighted average shares outstanding, including dilutive shares

219.7

232.1

221.4

233.6

	*Three months*
	*ended*
	*March 31,*
	*2021*		*2020*
Numerator:
Basic and diluted income (loss) from continuing operations:
Income (loss) from continuing operations attributable to Huntsman Corporation	$	82	$	(72	)
Basic and diluted net income:
Net income attributable to Huntsman Corporation	$	83	$	705
Denominator:
Weighted average shares outstanding		220.4		223.2
Dilutive shares:
Stock-based awards		2.2		0
Total weighted average shares outstanding, including dilutive shares		222.6		223.2

Additional stock-based awards of ~~6.6~~1.1 million and ~~3.8~~5.6 million weighted average equivalent shares of stock were outstanding during the three months ended ~~June 30, 2020~~ March 31, 2021 and ~~2019, respectively, and 6.3 million and 3.5 million weighted average equivalent shares of stock were outstanding during the six months ended June 30,~~ 2020 ~~and 2019,~~

~~Table of Contents~~

, respectively. However, these stock-based awards were not included in the computation of diluted earnings per share for the three ~~and six~~ months ended ~~June 30, 2020~~ March 31, 2021 and ~~2019~~2020 because the effect would be anti-dilutive.

Table of Contents

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 chemical products. We have 4four operating segments, which are also our reportable segments: Polyurethanes, Performance Products, Advanced Materials and Textile Effects. We have organized our business and derived our operating segments around differences in product lines. Beginning in the third quarter of 2019, we reported the results of our Chemical Intermediates Businesses as discontinued operations in our condensed consolidated financial statements for all periods presented. See “Note 4. Discontinued Operations and Business Dispositions—Sale of Chemical Intermediates Businesses.”

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


Segment		Products
Polyurethanes		MDI, polyols, TPU and other polyurethane-related products
Performance Products		Specialty amines, ethyleneamines, maleic anhydride and technology licenses
Advanced Materials		Basic liquid and solid epoxy resins; specialty resin compounds; cross-linking, matting, and curing and toughening agents; epoxy, acrylic and polyurethane-based ~~formulations~~formulations; specialty nitrile latex, alkyd resins and carbon nano materials
Textile Effects		Textile chemicals ~~dyes~~ and ~~digital inks~~dyes

~~Table of Contents~~

Sales between segments are generally recognized at external market prices and are eliminated in consolidation. Adjusted EBITDA is presented as a measure of the financial performance of our global business units and for reporting the results of our operating segments. The adjusted EBITDA of our reportable operating segments excludes items that principally apply to our Company as a whole. The revenues and adjusted EBITDA from continuing operations for each of our reportable operating segments are as follows (dollars in millions):


	Three months				Six months
	ended				ended
	June 30,				June 30,
	2020		2019		2020		2019
									*Three months*
									*ended*
									*March 31,*
									*2021*			*2020*
Revenues:
Polyurethanes	$	730	$	1,014	$	1,618	$	1,938	$	1,068		$	888
Performance Products		228		299		520		599		305			292
Advanced Materials		192		275		433		547		278			241
Textile Effects		102		215		282		404		193			180
Corporate and eliminations		(5)		(19)		(13)		(35)		(7	)		(8	)
Total	$	1,247	$	1,784	$	2,840	$	3,453	$	1,837		$	1,593


Huntsman Corporation:
Segment adjusted EBITDA(1):
Polyurethanes	$	31	$	156	$	115	$	280	$	207		$	84
Performance Products		29		42		87		87		63			58
Advanced Materials		30		55		78		108		44			48
Textile Effects		(4)		28		16		50		25			20
Corporate and other(2)		(32)		(36)		(77)		(76)		(50	)		(45	)
Total		54		245		219		449		289			165
Reconciliation of adjusted EBITDA to net (loss) income:
Reconciliation of adjusted EBITDA to net income:
Interest expense, net—continuing operations		(21)		(29)		(39)		(59)		(19	)		(18	)
Income tax benefit (expense)—continuing operations		13		(38)		6		(83)
Income tax expense—continuing operations										(34	)		(7	)
Income tax expense—discontinued operations		(1)		(14)		(239)		(19)		0			(238	)
Depreciation and amortization—continuing operations		(69)		(69)		(136)		(136)		(74	)		(67	)
Depreciation and amortization—discontinued operations		—		(23)		—		(46)
Net income attributable to noncontrolling interests		3		8		6		20		17			3
Other adjustments:
Business acquisition and integration expenses and purchase accounting inventory adjustments		(8)		—		(21)		(1)		(9	)		(13	)
EBITDA from discontinued operations(3)		6		72		1,021		123		1			1,015
Fair value adjustments to Venator investment		4		(18)		(106)		58		(19	)		(110	)
Loss on early extinguishment of debt		—		—		—		(23)
Certain legal settlements and related expenses		(4)		—		(6)		—
(Loss) gain on sale of businesses/assets		(1)				1		—
Certain legal and other settlements and related expenses										(2	)		(2	)
Gain on sale of businesses/assets										0			2
Income from transition services arrangements		5		—		5		—		1			0
Certain nonrecurring information technology project implementation costs		(1)		—		(2)		—		(1	)		(1	)
Amortization of pension and postretirement actuarial losses		(19)		(16)		(37)		(33)		(22	)		(18	)
Plant incident remediation costs		(1)		—		(1)		—		(4	)		0
Restructuring, impairment and plant closing and transition costs		(19)		—		(22)		(1)		(24	)		(3	)
Net (loss) income	$	(59)	$	118	$	649	$	249
Net income									$	100		$	708

Table of Contents

Three months

Six months

ended

ended

June 30,

June 30,

2020

2019

2020

2019
Huntsman International:




Segment adjusted EBITDA(1):

Polyurethanes
$
31

$
156

$
115

$
280
Performance Products

29

42

87

87
Advanced Materials

30

55

78

108
Textile Effects

(4)

28

16

50
Corporate and other(2)

(30)

(35)

(74)

(73)
Total

56

246

222

452
Reconciliation of adjusted EBITDA to net (loss) income:

Interest expense, net—continuing operations

(21)

(33)

(41)

(68)
Income tax benefit (expense)—continuing operations

13

(37)

6

(81)
Income tax expense—discontinued operations

(1)

(14)

(239)

(19)
Depreciation and amortization—continuing operations

(69)

(69)

(136)

(136)
Depreciation and amortization—discontinued operations

—

(23)

—

(46)
Net income attributable to noncontrolling interests

3

8

6

20
Other adjustments:

Business acquisition and integration expenses and purchase accounting inventory adjustments

(8)

—

(21)

(1)
EBITDA from discontinued operations(3)

6

72

1,021

123
Fair value adjustments to Venator investment

4

(18)

(106)

58
Loss on early extinguishment of debt

—

—

—

(23)
Certain legal settlements and related expenses

(4)

—

(6)

—
(Loss) gain on sale of businesses/assets

(1)

—

1

—
Income from transition services arrangements

5

—

5

—
Certain nonrecurring information technology project implementation costs

(1)

—

(2)

—
Amortization of pension and postretirement actuarial losses

(21)

(17)

(39)

(35)
Plant incident remediation costs

(1)

—

(1)

—
Restructuring, impairment and plant closing and transition costs

(19)

—

(22)

(1)
Net (loss) income
$
(59)

$
115

$
648

$
243

	*Three months*
	*ended*
	*March 31,*
	*2021*			*2020*
Huntsman International:
Segment adjusted EBITDA(1):
Polyurethanes	$	207		$	84
Performance Products		63			58
Advanced Materials		44			48
Textile Effects		25			20
Corporate and other(2)		(47	)		(44	)
Total		292			166
Reconciliation of adjusted EBITDA to net income:
Interest expense, net—continuing operations		(19	)		(20	)
Income tax expense—continuing operations		(35	)		(7	)
Income tax expense—discontinued operations		0			(238	)
Depreciation and amortization—continuing operations		(73	)		(67	)
Net income attributable to noncontrolling interests		17			3
Other adjustments:
Business acquisition and integration expenses and purchase accounting inventory adjustments		(9	)		(13	)
EBITDA from discontinued operations(3)		1			1,015
Fair value adjustments to Venator investment		(19	)		(110	)
Certain legal and other settlements and related expenses		(2	)		(2	)
Gain on sale of businesses/assets		0			2
Income from transition services arrangements		1			0
Certain nonrecurring information technology project implementation costs		(1	)		(1	)
Amortization of pension and postretirement actuarial losses		(23	)		(18	)
Plant incident remediation costs		(4	)		0
Restructuring, impairment and plant closing and transition costs		(24	)		(3	)
Net income	$	102		$	707

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

~~(2)~~

(2)

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

~~(3)~~

~~Includes the gain on the sale of our Chemical Intermediates Businesses in 2020.~~

Table of Contents

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

Overview

~~Overview~~

We operate in four segments: Polyurethanes, Performance Products, Advanced Materials and Textile Effects. Our products comprise a broad range of chemicals and formulations, which we market globally to a diversified group of consumer and industrial customers. Our products are used in a wide range of applications, including those in the adhesives, aerospace, automotive, construction products, durable and non-durable consumer products, ~~digital inks,~~ electronics, insulation, medical, packaging, coatings and construction, power generation, refining, synthetic fiber, textile chemicals and dyes industries. We are a leading global producer in many of our key product lines, including MDI, amines, maleic anhydride, epoxy-based polymer formulations, textile chemicals and dyes. Our revenues from continuing operations for the ~~six~~three months ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~ were ~~$2,840~~$1,837 million and ~~$3,453~~$1,593 million, respectively.

Recent Developments

~~Recent Developments~~

Dividend Increase

On April 28, 2021, our Board of Directors declared a $0.1875 per share cash dividend on our common stock. This represents a 15% increase from the previous dividend.

Acquisition of ~~CVC Thermoset Specialties~~Gabriel Performance Products

On ~~May 18, 2020,~~January 15, 2021, we completed the ~~CVC Thermoset Specialties~~Gabriel Acquisition ~~for $306~~in an all-cash transaction of approximately $249 million, subject to customary closing adjustments, ~~in an all-cash transaction~~ funded from available liquidity. The acquired business is being integrated into our Advanced Materials segment. See “Note 3. Business Combinations and Acquisitions—Acquisition of ~~CVC Thermoset Specialties”~~Gabriel Performance Products” to our condensed consolidated financial statements.

~~Restructuring Programs~~Redemption of the 2021 Senior Notes

~~In July 2020, management approved a preliminary restructuring plan~~On January 15, 2021, we redeemed in full €445 million (approximately $541 million) in aggregate principal amount of our 2021 Senior Notes at the redemption price equal to ~~optimize our downstream footprint in our Polyurethanes segment.~~100% of the principal amount of the notes, plus accrued and unpaid interest to, but not including, the redemption date. In connection with this ~~program,~~redemption, we ~~expect to record restructuring expenses~~incurred an incremental cash tax liability of ~~between~~ approximately ~~$23~~$15 million ~~and $31 million through 2021.~~

~~COVID-19 Update~~

The recent outbreak of the coronavirus disease (COVID-19) has spread from China to many other countries, including the United States. In March 2020, the World Health Organization characterized COVID-19 as a pandemic. We are a company operating in a “critical infrastructure” industry, as defined by the U.S. Department of Homeland Security. Consistent with federal and international guidelines and with state and local orders to date, we have largely continued to operate our manufacturing facilities across our footprint, with additional precautions in place to ensure the safety of our employees. As of June 30, 2020, there have not been any significant interruptions in our ability to provide our products and support to our customers. However, the COVID-19 pandemic has significantly impacted economic conditions throughout the United States and the world, including in the ~~markets in which we operate. Demand for our products has declined at a rapid pace, which has had a meaningful adverse impact on our revenues and financial results in the second~~first quarter ~~2020. Although demand improved through the quarter in most~~ of ~~our core markets, it remains significantly below the prior year.~~

~~There continues~~2021 related to be many uncertainties regarding the impact of the COVID-19 pandemic, including the scope of scientific and health issues, the anticipated duration of the pandemic, and the extent of local, regional and worldwide economic, social, and political disruption. Given such uncertainties, it is difficult to estimate the magnitude COVID-19 may impact our future business, but we expect any adverse impact to continue for some time. The following is a summary of our recent and anticipated actions in response to COVID-19.

~~Balance Sheet and Liquidity~~

We believe our existing cash balances and amounts available under our credit facility will allow us to manage the anticipated impact of COVID-19 on our business operations for the foreseeable future. On June 30, 2020, we had $1.3 billion in cash and cash equivalents, in addition to $1.2 billion availability under our 2018 Revolving Credit Facility. In April 2020, we elected to temporarily suspend share repurchases under our existing share repurchase program in order to enhance our liquidity position in response to COVID-19.

~~Table of Contents~~

~~Capital Expenditures~~

~~Expense Management~~

~~In response to the reduction in revenue, we have implemented, and expect to continue to implement, cost saving initiatives, including:~~

●

~~suspended merit and general wage increases that customarily occur at the end of the first quarter;~~

●

~~implemented a temporary hiring freeze for all non-business critical positions;~~

●

~~accelerated integration efforts related to the integration of Icynene-Lapolla and CVC Thermoset Specialties in order to more expeditiously capture related synergies;~~

●

~~approved an additional preliminary restructuring program in our Polyurethanes segment to optimize our downstream footprint;~~

●

~~implemented a restructuring program in our Performance Products segment, primarily related to workforce reductions, in response to the sale of our Chemical Intermediates Businesses to Indorama;~~

●

~~implemented restructuring programs in our Advanced Materials segment, primarily related to workforce reductions in connection with the CVC Thermoset Specialties Acquisition; and~~

●

~~implemented restructuring programs in our Textile Effects segment to rationalize and realign structurally across various functions and certain locations within the segment.~~

~~Health and Safety~~

~~In the second quarter 2020, we closed a number~~

Table of our corporate offices around the world and required certain of our employees (including those located at our corporate headquarters in The Woodlands, Texas) to work remotely on a temporary basis. While we have re-opened some of our offices, many of our employees continue to work remotely.
Contents

~~Asset Carrying Value~~

~~Outlook~~Outlook

We expect the following factors to impact our operating ~~segments in the third quarter of 2020:~~segments:

Polyurethanes:

●

~~Adjusted~~

Second quarter 2021 adjusted EBITDA ~~expected~~estimated to ~~decrease approximately 30% year over year~~be around 5% above first quarter 2021, including turnaround-related headwinds

●

~~Total sales volumes remain depressed year over year~~

●

~~Improving~~

Positive trends in ~~automotive~~construction and elastomer markets ~~and growth in spray polyurethane foam and in China~~

~~Table of Contents~~

●

Component MDI and polymeric systems margins ~~remain depressed~~in China estimated to be lower than first quarter 2021

~~Performance Products:~~

●

~~Lower~~

Rotterdam turnaround estimated to impact adjusted EBITDA ~~year~~by approximately $25 million

Performance Products:

●

Second quarter 2021 adjusted EBITDA estimated to be up approximately 10% over ~~year, but relatively flat compared~~first quarter 2021

●

Volume growth across core markets

●

Price increases to ~~the second~~offset raw material inflation

Advanced Materials:

●

Second quarter ~~of 2020 despite typical seasonality~~2021 adjusted EBITDA estimated to be up approximately 10% over first quarter 2021

●

~~Stable margins and improving sales volume trends in performance amines~~

●

Improving trends ~~in maleic anhydride in North America~~across all markets, including aerospace

~~Advanced Materials:~~

●

~~Lower~~

Acquisitions additive to prior year adjusted EBITDA ~~year over year and lower compared to the second quarter of 2020~~with synergy capture on track

●

~~Improving trends in industrial markets, offset by continued declines in aerospace as industry supply chains align to lower OEM output rates~~

Textile Effects:

●

~~Positive~~

Second quarter 2021 adjusted EBITDA estimated to be up approximately 25% over first quarter 2021

●

Continued recovery in ~~the third quarter of 2020~~core markets as well as favorable trends in sustainable solutions

●

~~Sales volumes remain depressed year over year, but improving compared to the second quarter of 2020~~

In the ~~second~~first quarter of ~~2020,~~2021, our adjusted effective tax rate was ~~18%~~23%. For ~~2020,~~2021, our adjusted effective tax rate is expected to be approximately ~~20%~~22% to 24%. We expect our forward adjusted effective tax rate will be approximately 22% to 24%. For further information, see “—Non-GAAP Financial Measures” and “Note 18. Income Taxes” to our condensed consolidated financial statements.

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

Table of Contents

~~Results of Operations~~

Results of Operations

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

Six months

ended

ended

June 30,

Percent

June 30,

Percent


2020

2019

Change

2020

2019

Change


Three months

ended

March 31,

Percent

2021

2020

Change

Revenues

$
1,247

$
1,784

(30)%

$
2,840

$
3,453

(18)%

$ 1,837 $ 1,593 15 %
Cost of goods sold

1,085

1,411

(23)%

2,381

2,721

(12)%

1,445 1,296 11 %
Gross profit

162

373

(57)%

459

732

(37)%

392 297 32 %
Operating expenses

212

221

(4)%

452

464

(3)%

242 240 1 %
Restructuring, impairment and plant closing costs

19

—

NM

22

1

NM

24 3 700 %
Operating (loss) income

(69)

152

NM

(15)

267

NM

Operating income
126 54 133 %
Interest expense, net

(21)

(29)

(28)%

(39)

(59)

(34)%

(19 ) (18 ) 6 %
Equity in income of investment in unconsolidated affiliates

2

12

(83)%

4

22

(82)%

38 2 NM
Fair value adjustments to Venator investment

4

(18)

NM

(106)

58

NM

(19 ) (110 ) (83 )%
Loss on early extinguishment of debt

—

—

—

—

(23)

(100)%

Other income, net

7

4

75%

17

9

89%

7 10 (30 )%
(Loss) income from continuing operations before income taxes

(77)

121

NM

(139)

274

NM

Income tax benefit (expense)

13

(38)

NM

6

(83)

NM

(Loss) income from continuing operations

(64)

83

NM

(133)

191

NM

Income (loss) from continuing operations before income taxes
133 (62 ) NM
Income tax expense
(34 ) (7 ) 386 %
Income (loss) from continuing operations
99 (69 ) NM
Income from discontinued operations, net of tax

5

35

(86)%

782

58

NM

1 777 (100 )%
Net (loss) income

(59)

118

NM

649

249

161%

Reconciliation of net (loss) income to adjusted EBITDA:

Net income
100 708 (86 )%
Reconciliation of net income to adjusted EBITDA:

Net income attributable to noncontrolling interests

(3)

(8)

(63)%

(6)

(20)

(70)%

(17 ) (3 ) 467 %
Interest expense, net from continuing operations

21

29

(28)%

39

59

(34)%

19 18 6 %
Income tax (benefit) expense from continuing operations

(13)

38

NM

(6)

83

NM

Income tax expense from continuing operations 34 7 386 %
Income tax expense from discontinued operations

1

14

(93)%

239

19

NM

— 238 NM
Depreciation and amortization of continuing operations

69

69

—

136

136

—

74 67 10 %
Depreciation and amortization of discontinued operations

—

23

(100)%

—

46

(100)%

Other adjustments:

Business acquisition and integration expenses and purchase accounting inventory adjustments

8

—

21

1

9 13
EBITDA from discontinued operations(1)

(6)

(72)

(1,021)

(123)

(1 ) (1,015 )
Fair value adjustments to Venator investment

(4)

18

106

(58)

19 110
Loss on early extinguishment of debt

—

—

—

23

Certain legal settlements and related expenses

4

—

6

—

Loss (gain) on sale of businesses/assets

1

—

(1)

—

Certain legal and other settlements and related expenses
2 2
Gain on sale of businesses/assets
— (2 )
Income from transition services arrangements

(5)

—

(5)

—

(1 ) —
Certain nonrecurring information technology project implementation costs

1

—

2

—

1 1
Amortization of pension and postretirement actuarial losses

19

16

37

33

22 18
Plant incident remediation costs

1

—

1

—

4 —
Restructuring, impairment and plant closing and transition costs(2)

19

—

22

1

Adjusted EBITDA(3)

$
54

$
245

(78)%

$
219

$
449

(51)%

Net cash provided by operating activities from continuing operations

$
45

$
177

(75)%

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

1,152

(100)

NM

Restructuring, impairment and plant closing and transition costs
24 3
Adjusted EBITDA(2) $ 289 $ 165 75 %

Net cash used in operating activities from continuing operations $ (16 ) $ (40 ) (60 )%
Net cash (used in) provided by investing activities (323 ) 1,511 NM
Net cash used in financing activities

(417)

(48)

769%

(579 ) (354 ) 64 %
Capital expenditures from continuing operations

(116)

(118)

(2)%

Capital expenditures (98 ) (61 ) 61 %

Table of Contents

Huntsman International

Three months

Six months

ended

ended

June 30,

Percent

June 30,

Percent


2020

2019

Change

2020

2019

Change

Three months

ended

March 31,

Percent

2021

2020

Change

Revenues

$
1,247

$
1,784

(30)%

$
2,840

$
3,453

(18)%

$ 1,837 $ 1,593 15 %
Cost of goods sold

1,085

1,411

(23)%

2,381

2,721

(12)%

1,445 1,296 11 %
Gross profit

162

373

(57)%

459

732

(37)%

392 297 32 %
Operating expenses

211

220

(4)%

449

461

(3)%

239 238 —
Restructuring, impairment and plant closing costs

19

—

NM

22

1

NM

24 3 700 %
Operating (loss) income

(68)

153

NM

(12)

270

NM

Operating income
129 56 130 %
Interest expense, net

(21)

(33)

(36)%

(41)

(68)

(40)%

(19 ) (20 ) (5 )%
Equity in income of investment in unconsolidated affiliates

2

12

(83)%

4

22

(82)%

38 2 NM
Fair value adjustments to Venator investment

4

(18)

NM

(106)

58

NM

(19 ) (110 ) (83 )%
Loss on early extinguishment of debt

—

—

—

—

(23)

(100)%

Other income, net

6

3

100%

15

7

114%

7 9 (22 )%
(Loss) income from continuing operations before income taxes

(77)

117

NM

(140)

266

NM

Income (loss) from continuing operations before income taxes
136 (63 ) NM
Income tax expense

13

(37)

NM

6

(81)

NM

(35 ) (7 ) 400 %
(Loss) income from continuing operations

(64)

80

NM

(134)

185

NM

Income (loss) from continuing operations
101 (70 ) NM
Income from discontinued operations, net of tax

5

35

(86)%

782

58

NM

1 777 (100 )%
Net (loss) income

(59)

115

NM

648

243

167%

Reconciliation of net (loss) income to adjusted EBITDA:

Net income
102 707 (86 )%
Reconciliation of net income to adjusted EBITDA:

Net income attributable to noncontrolling interests

(3)

(8)

(63)%

(6)

(20)

(70)%

(17 ) (3 ) 467 %
Interest expense, net from continuing operations

21

33

(36)%

41

68

(40)%

19 20 (5 )%
Income tax expense from continuing operations

(13)

37

NM

(6)

81

NM

35 7 400 %
Income tax expense from discontinued operations

1

14

(93)%

239

19

NM

— 238 NM
Depreciation and amortization of continuing operations

69

69

—

136

136

—

73 67 9 %
Depreciation and amortization of discontinued operations

—

23

(100)%

—

46

(100)%

Other adjustments:

Business acquisition and integration expenses and purchase accounting inventory adjustments

8

—

21

1

9 13
EBITDA from discontinued operations(1)

(6)

(72)

(1,021)

(123)

(1 ) (1,015 )
Fair value adjustments to Venator investment

(4)

18

106

(58)

19 110
Loss on early extinguishment of debt

—

—

—

23

Certain legal settlements and related expenses

4

—

6

—

Loss (gain) on sale of businesses/assets

1

—

(1)

—

Certain legal and other settlements and related expenses
2 2
Gain on sale of businesses/assets
— (2 )
Income from transition services arrangements

(5)

—

(5)

—

(1 ) —
Certain nonrecurring information technology project implementation costs

1

—

2

—

1 1
Amortization of pension and postretirement actuarial losses

21

17

39

35

23 18
Plant incident remediation costs

1

—

1

—

4 —
Restructuring, impairment and plant closing and transition costs(2)

19

—

22

1

Adjusted EBITDA(3)

$
56

$
246

(77)%

$
222

$
452

(51)%

Net cash provided by operating activities from continuing operations

$
44

$
169

(74)%

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

1,430

(104)

NM

Restructuring, impairment and plant closing and transition costs
24 3
Adjusted EBITDA(2) $ 292 $ 166 76 %

Net cash used in operating activities from continuing operations $ (17 ) $ (42 ) (60 )%
Net cash (used in) provided by investing activities
(330 ) 1,790 NM
Net cash used in financing activities

(695)

(36)

NM

(575 ) (631 ) (9 )%
Capital expenditures from continuing operations

(116)

(118)

(2)%

(98 ) (61 ) 61 %

Table of Contents

~~Table of Contents~~

Six months

Six months

ended

ended

June 30, 2020

June 30, 2019

Gross

Tax and other(4)

Net

Gross

Tax and other(4)

Net
Reconciliation of net income to adjusted net income

Net income

$
649

$
249
Net income attributable to noncontrolling interests

(6)

(20)
Business acquisition and integration expenses and purchase accounting inventory adjustments
$
21

$
(3)

18

$
1

$
—

1
Income from discontinued operations(1)(5)

(1,021)

239

(782)

(123)

65

(58)
Fair value adjustments to Venator investment

106

—

106

(58)

—

(58)
Loss on early extinguishment of debt

—

—

—

23

(5)

18
Certain legal settlements and related expenses

6

(1)

5

—

—

—
Gain on sale of businesses/assets

(1)

—

(1)

—

—

—
Income from transition services arrangements

(5)

1

(4)

—

—

—
Certain nonrecurring information technology project implementation costs

2

—

2

—

—

—
Amortization of pension and postretirement actuarial losses

37

(8)

29

33

(8)

25
U.S. Tax Reform impact on income tax expense

—

—

—

—

3

3
Significant activities related to deferred tax assets and liabilities(6)

—

—

—

—

32

32
Plant incident remediation costs

1

—

1

—

—

—
Restructuring, impairment and plant closing and transition (credits) costs(2)

22

(4)

18

1

—

1
Adjusted net income(3)

$
35

$
193

Weighted average shares-basic

221.4

231.9
Weighted average shares-diluted

221.4

233.6

Basic net income attributable to Huntsman Corporation per share:

(Loss) income from continuing operations

$
(0.63)

$
0.74
Income from discontinued operations

3.53

0.25
Net income

$
2.90

$
0.99

Diluted net income attributable to Huntsman Corporation per share:

(Loss) income from continuing operations

$
(0.63)

$
0.73
Income from discontinued operations

3.53

0.25
Net income

$
2.90

$
0.98

Other non-GAAP measures:

Diluted adjusted net income per share(3)

$
0.16

$
0.83

Net cash provided by operating activities from continuing operations

$
45

$
177
Capital expenditures from continuing operations

(116)

(118)
Free cash flow from continuing operations(3)

$
(71)

$
59

Other cash flow measure:

Taxes paid on sale of Chemical Intermediates Businesses(7)

$
(10)

$
—
NM—Not meaningful

~~(1)~~
(1)
Includes the gain on the sale ~~of our Chemical Intermediates Businesses in 2020.~~

~~(2)~~ ~~Includes costs associated with transition activities relating to the migration~~ of our ~~information system data centers and the transition of our Textile Effects segment’s production from Basel, Switzerland to a tolling facility. These transition costs were included~~Chemical Intermediates Businesses in ~~either selling, general and administrative expenses or cost of sales on our condensed consolidated statements of operations.~~2020.

~~(3)~~
(2)
See “—Non-GAAP Financial Measures.”

~~(4)~~
(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.

~~(5)~~
(4)
In addition to income tax impacts, this adjusting item is also impacted by depreciation and amortization expense and interest expense.

50
~~Table of Contents~~
~~(6)~~
(5)
During the first quarter of 2019, we recorded $32 million of deferred tax expense due to the reduction of tax rates in Switzerland. We eliminated the effect of these significant changes in tax valuation allowances and deferred tax assets and liabilities from our presentation of adjusted net income to allow investors to better compare our ongoing financial performance from period to period.

~~(7)~~ Represents the taxes paid in connection with the sale of the Chemical Intermediates Businesses. For more information, see “Note 4. Discontinued Operations and Business Dispositions—Sale of Chemical Intermediates Businesses” to our condensed consolidated financial statements.

40
Table of Contents
Non-GAAP Financial Measures
Our condensed consolidated financial statements are prepared in accordance with GAAP, which we supplement with certain non-GAAP financial information. These non-GAAP measures should not be considered in isolation or as a substitute for the related GAAP measures, and other companies may define such measures differently. We encourage investors to review our financial statements and the reconciliation of the non-GAAP financial measures to the most directly comparable GAAP financial measures in their entirety and not to rely on any single financial measure. These non-GAAP measures exclude the impact of certain expenses that we do not believe are indicative of our core operating results.
Adjusted EBITDA
Our management uses adjusted EBITDA to assess financial performance. Adjusted EBITDA is defined as net ~~(loss)~~ income of Huntsman Corporation or Huntsman International, as appropriate, before interest, income tax, depreciation and amortization, net income attributable to noncontrolling interests and certain Corporate and other items, as well as eliminating the following adjustments: (a) business acquisition and integration expenses and purchase accounting inventory adjustments; (b) EBITDA from discontinued operations; (c) fair value adjustments to Venator investment; (d) ~~loss on early extinguishment of debt; (e)~~ certain legal and other settlements and related expenses; ~~(f) (loss)~~(e) gain on sale of businesses/assets; ~~(g)~~(f) income from transition services arrangements related to the sale of our Chemical Intermediates Businesses to Indorama; ~~(h)~~(g) certain nonrecurring information technology project implementation costs; ~~(i)~~(h) amortization of pension and postretirement actuarial losses; ~~(j)~~(i) plant incident remediation costs; and ~~(k)~~(j) restructuring, impairment and plant closing and transition costs. We believe that net income of Huntsman Corporation or Huntsman International, as appropriate, is the performance measure calculated and presented in accordance with U.S. GAAP that is most directly comparable to adjusted EBITDA.
We believe adjusted EBITDA is useful to investors in assessing the businesses’ ongoing financial performance and provides improved comparability between periods through the exclusion of certain items that management believes are not indicative of the businesses’ operational profitability and that may obscure underlying business results and trends. However, this measure should not be considered in isolation or viewed as a substitute for net income of Huntsman Corporation or Huntsman International, as appropriate, or other measures of performance determined in accordance with U.S. GAAP. Moreover, adjusted EBITDA as used herein is not necessarily comparable to other similarly titled measures of other companies due to potential inconsistencies in the methods of calculation. Our management believes this measure is useful to compare general operating performance from period to period and to make certain related management decisions. Adjusted EBITDA is also used by securities analysts, lenders and others in their evaluation of different companies because it excludes certain items that can vary widely across different industries or among companies within the same industry. For example, interest expense can be highly dependent on a company’s capital structure, debt levels and credit ratings. Therefore, the impact of interest expense on earnings can vary significantly among companies. In addition, the tax positions of companies can vary because of their differing abilities to take advantage of tax benefits and because of the tax policies of the various jurisdictions in which they operate. As a result, effective tax rates and tax expense can vary considerably among companies. Finally, companies employ productive assets of different ages and utilize different methods of acquiring and depreciating such assets. This can result in considerable variability in the relative costs of productive assets and the depreciation and amortization expense among companies.
Nevertheless, our management recognizes that there are material limitations associated with the use of adjusted EBITDA in the evaluation of our Company as compared to net income of Huntsman Corporation or Huntsman International, as appropriate, which reflects overall financial performance. For example, we have borrowed money in order to finance our operations and interest expense is a necessary element of our costs and ability to generate revenue. Our management compensates for the limitations of using adjusted EBITDA by using this measure to supplement U.S. GAAP results to provide a more complete understanding of the factors and trends affecting the business rather than U.S. GAAP results alone.

51
41
Table of Contents
Adjusted Net Income
Adjusted net income is computed by eliminating the after-tax amounts related to the following from net (loss) income attributable to Huntsman Corporation: (a) business acquisition and integration expenses and purchase accounting inventory adjustments; (b) income from discontinued operations; (c) fair value adjustments to Venator investment; (d) ~~loss on early extinguishment of debt; (e)~~ certain legal and other settlements and related expenses; ~~(f) loss (gain)~~(e) gain on sale of businesses/assets; ~~(g)~~(f) income from transition services arrangements related to the sale of our Chemical Intermediates Businesses to Indorama; ~~(h)~~(g) certain nonrecurring information technology project implementation costs; ~~(i)~~(h) amortization of pension and postretirement actuarial losses; ~~(j) U.S. Tax Reform impact on income tax expense; (k) significant activities related to deferred tax assets and liabilities; (l)~~(i) plant incident remediation costs; and ~~(m)~~(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.
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��~~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. We have historically defined free cash flow as cash flows provided by operating activities and used in investing activities, excluding acquisition/disposition activities and including non-recurring separation costs. Starting with the quarter ended March 31, 2020, we updated our definition of free cash flow to a presentation more consistent with today’s market standard of net cash provided by operating activities less capital expenditures. ~~Using our updated definition, our free cash flow for the years ended December 31, 2019, 2018 and 2017 were $382 million, $453 million and $438 million, respectively.~~ 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.

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 that management believes are not indicative of the businesses’ operational profitability and that may obscure underlying business results and trends. We do not provide reconciliations for adjusted effective tax rate on a forward-looking basis because we are unable to provide a meaningful or accurate calculation or estimation of reconciling items and the information is not available without unreasonable effort. This is due to the inherent difficulty of forecasting the timing and amount of certain items, such as business acquisition and integration expenses, merger costs, certain legal and other settlements and related costs, gains on sale of business/assets and amortization of pension and postretirement actuarial losses. Each of such adjustments has not yet occurred, is out of our control and/or cannot be reasonably predicted. For the same reasons, we are unable to address the probable significance of the unavailable information.

42
Table of Contents
Three Months Ended ~~June 30, 2020~~March 31, 2021 Compared with Three Months Ended ~~June 30, 2019~~March 31, 2020

As discussed in “Note 4. Discontinued Operations and Business Dispositions—Sale of Chemical Intermediates Businesses” to our condensed consolidated financial statements, the results from continuing operations exclude the results of our Chemical Intermediates and Businesses and the results of our former polymers, base chemicals and Australian styrenics business for all periods presented. The ~~decrease~~increase of ~~$142~~$154 million in net income attributable to Huntsman Corporation and the ~~decrease~~increase of ~~$139 million~~$157 in net income attributable to Huntsman International from continuing operations, respectively, was the result of the following items:

52
~~Table of Contents~~
●
Revenues for the three months ended ~~June 30, 2020 decreased~~March 31, 2021 increased by ~~$537~~$244 million, or ~~30%~~15%, as compared with the ~~2019~~2020 period. The ~~decrease~~increase was primarily due to ~~lower~~higher sales volumes in all our segments, except for our Performance Products segment, and ~~lower~~higher average selling prices in our Polyurethanes and Performance Products ~~segments, and lower sales volumes~~segments. See “—Segment Analysis” below.

●
Gross profit for the three months ended March 31, 2021 increased by $95 million, or 32%, compared to the 2020 period. The increase resulted from higher gross profits in all our segments. See “—Segment Analysis” below.

●
Gross profit for the three months ended June 30, 2020 decreased by $211 million, or 57%, compared to the 2019 period. The decrease resulted from lower gross margins in all our segments. See “—Segment Analysis” below.

● Restructuring, impairment and plant closing costs for the three months ended ~~June 30, 2020~~March 31, 2021 increased to ~~$19~~$24 million from ~~nil~~$3 million in the ~~2019~~2020 period. For more information concerning restructuring activities, see “Note 7. Restructuring, Impairment and Plant Closing Costs” to our condensed consolidated financial statements.

● ~~Our interest expense, net and the interest expense, net~~
Equity in income of ~~Huntsman International~~investment in unconsolidated affiliates for the three months ended ~~June 30,~~March 31, 2021 increased to $38 million from $2 million in the 2020 ~~decreased by $8 million and $12 million, respectively, or 28% and 36%, respectively, as compared with the 2019~~ period, primarily related to ~~repayments~~an increase in income at our PO/MTBE joint venture in China, of ~~outstanding borrowings on our 2018 Revolving Credit Facility and other prepayable debt.~~which we hold a 49% interest.

●
For the three months ended ~~June 30, 2020,~~March 31, 2021, we recorded a ~~gain~~net loss of $4$19 million in fair value adjustments to our investment in Venator ~~as a result of recording~~and related option to sell our ~~equity method investment in~~remaining Venator ~~at fair value~~shares compared to a loss of ~~$18~~$110 million in the ~~2019~~2020 period. See “Note 4. Business Dispositions—~~Separation and Deconsolidation~~Sale of ~~Venator”~~Venator Interest” to our condensed consolidated financial statements.

●
Our income tax ~~benefit~~expense for the three months ended ~~June 30, 2020~~March 31, 2021 increased to ~~an income tax benefit of $13~~$34 million from ~~an income tax expense of $38~~$7 million in the ~~2019~~2020 period. The income tax ~~benefit~~expense of Huntsman International for the three months ended ~~June 30, 2020~~March 31, 2021 increased to ~~an income tax benefit $13~~$35 million from ~~an income tax expense of $37~~$7 million in the ~~2019~~2020 period. The increase in income tax ~~benefit~~expense was primarily due to the ~~decrease~~increase in pretax ~~income.~~income, exclusive of the fair value adjustments to our investment in Venator. Our income tax expense is significantly affected by the mix of income and losses in the tax jurisdictions in which we operate, as impacted by the presence of valuation allowances in certain tax jurisdictions. For further information concerning income taxes, see “Note 18. Income Taxes” to our condensed consolidated financial statements.

53
43
Table of Contents

Three months

Percent

ended

Change

June 30,

Favorable
(Dollars in millions)
2020

2019

(Unfavorable)
Revenues

Polyurethanes
$
730

$
1,014

(28)%
Performance Products

228

299

(24)%
Advanced Materials

192

275

(30)%
Textile Effects

102

215

(53)%
Corporate and eliminations

(5)

(19)

NM
Total
$
1,247

$
1,784

(30)%

Huntsman Corporation

Segment adjusted EBITDA(1)

Polyurethanes
$
31

$
156

(80)%
Performance Products

29

42

(31)%
Advanced Materials

30

55

(45)%
Textile Effects

(4)

28

NM
Corporate and other

(32)

(36)

11%
Total
$
54

$
245

(78)%

Huntsman International

Segment adjusted EBITDA(1)

Polyurethanes
$
31

$
156

(80)%
Performance Products

29

42

(31)%
Advanced Materials

30

55

(45)%
Textile Effects

(4)

28

NM
Corporate and other

(30)

(35)

14%
Total
$
56

$
246

(77)%

Three months

Percent

ended

Change

March 31,

Favorable

(Dollars in millions)

2021

2020

(Unfavorable)

Revenues

Polyurethanes $ 1,068 $ 888 20 %
Performance Products 305 292 4 %
Advanced Materials 278 241 15 %
Textile Effects 193 180 7 %
Corporate and eliminations (7 ) (8 ) NM
Total $ 1,837 $ 1,593 15 %

Huntsman Corporation

Segment adjusted EBITDA(1)

Polyurethanes $ 207 $ 84 146 %
Performance Products 63 58 9 %
Advanced Materials 44 48 (8 )%
Textile Effects 25 20 25 %
Corporate and other (50 ) (45 ) (11 )%
Total $ 289 $ 165 75 %

Huntsman International

Segment adjusted EBITDA(1)

Polyurethanes $ 207 $ 84 146 %
Performance Products 63 58 9 %
Advanced Materials 44 48 (8 )%
Textile Effects 25 20 25 %
Corporate and other (47 ) (44 ) (7 )%
Total $ 292 $ 166 76 %
NM—Not meaningful

(1)
For more information, including reconciliation of segment adjusted EBITDA to net income of Huntsman Corporation or Huntsman International, as appropriate, see “Note 20. Operating Segment Information” to our condensed consolidated financial statements.

Three months ended June 30, 2020 vs 2019

Average Selling Price(1)

Local

Foreign Currency

Mix &

Sales


Currency

Translation Impact

Other

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

Polyurethanes

(7)%

(2)%

(3)%

(16)%
Performance Products

(7)%

(1)%

4%

(20)%
Advanced Materials

3%

(3)%

1%

(31)%
Textile Effects

1%

(1)%

(5)%

(48)%

Three months ended March 31, 2021 vs 2020

Average Selling Price(1)

Local

Foreign Currency

Mix &

Sales

Currency

Translation Impact

Other

Volumes(2)

Period-Over-Period Increase (Decrease)

Polyurethanes
17 % 3 % — —
Performance Products
6 % 4 % (3 )% (3 )%
Advanced Materials
5 % 5 % 8 % (3 )%
Textile Effects
(7 )% 1 % 3 % 10 %

Three months ended March 31, 2021 vs December 31, 2020

Average Selling Price(1)

Local

Foreign Currency

Mix &

Sales

Currency

Translation Impact

Other

Volumes(2)

Period-Over-Period (Decrease) Increase

Polyurethanes
7 % 2 % 3 % (8 )%
Performance Products
11 % 1 % (2 )% 5 %
Advanced Materials
5 % 6 % 9 % 14 %
Textile Effects
3 % 2 % 1 % 6 %

Three months ended June 30, 2020 vs March 31, 2020

Average Selling Price(1)

Local

Foreign Currency

Mix &

Sales


Currency

Translation Impact

Other

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

Polyurethanes

(4)%

(1)%

(6)%

(7)%
Performance Products

(4)%

—

1%

(19)%
Advanced Materials

3%

(2)%

(3)%

(18)%
Textile Effects

2%

(1)%

(1)%

(43)%
54
~~Table of Contents~~
(1)
Excludes revenues from tolling arrangements, byproducts and raw materials.

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

44
Table of Contents
Polyurethanes

The ~~decrease~~increase in revenues in our Polyurethanes segment for the three months ended ~~June 30, 2020~~March 31, 2021 compared to the same period of ~~2019~~2020 was largely due to ~~lower~~higher MDI average selling prices. MDI average selling prices increased mostly in China and ~~lower~~Europe. Even though demand was strong in the first quarter of 2021, overall ~~polyurethanes sales volumes.~~volumes were largely flat and MDI ~~average selling prices~~volumes decreased ~~across most major markets in relation to the global economic slowdown~~because of a previously disclosed turnaround at our Geismar, Louisiana facility, some unplanned downtime resulting from the ~~COVID-19 pandemic. Overall polyurethanes sales volumes decreased primarily~~U.S. Gulf Coast Winter Storm Uri that occurred in ~~relation to~~ the ~~global economic slowdown and the resulting decrease in demand across most major markets, partially offset by growth in China during the second~~first quarter of ~~2020 and additional sales volumes in connection with~~2021 as well as the ~~Icynene-Lapolla Acquisition.~~planned build up of inventory ahead of our scheduled maintenance outage at our Rotterdam, Netherlands facility. The ~~decrease~~increase in segment adjusted EBITDA was primarily due to ~~lower component and polymeric systems~~higher MDI margins ~~largely driven by lower~~resulting from higher MDI ~~pricing and lower polyurethanes sales volumes.~~pricing.

Performance Products

The ~~decrease~~increase in revenues in our Performance Products segment for the three months ended ~~June 30, 2020~~March 31, 2021 compared to the same period of ~~2019~~2020 was primarily due to ~~lower~~higher average selling prices, ~~and~~partially offset by lower sales volumes. Average selling prices ~~decreased~~increased primarily due to stronger demand in relation to the ongoing recovery from the global economic slowdown as well as in response to ~~lower~~an increase in raw material costs. Sales volumes decreased primarily ~~in relation~~due to the ~~global economic slowdown.~~U.S. Gulf Coast Winter Storm Uri that occurred in the first quarter of 2021. The ~~decrease~~increase in segment adjusted EBITDA was primarily due to lower ~~sales volumes, partially offset by higher margins in our performance amines business and lower~~ fixed costs.

Advanced Materials

The ~~decrease~~increase in revenues in our Advanced Materials segment for the three months ended ~~June 30, 2020~~March 31, 2021 compared to the same period in ~~2019~~2020 was primarily due to ~~lower sales volumes while overall~~higher average selling prices ~~remained unchanged. Sales~~and the favorable impact of the CVC Thermoset Specialties Acquisition and the Gabriel Acquisition. See “Note 3. Business Combinations and Acquisitions” to our condensed consolidated financial statements. Excluding acquisitions and with the exception of our global aerospace business, sales volumes ~~decreased significantly~~increased across all markets, ~~and regions, except in our global power market,~~ primarily in relation to the ongoing recovery from the global economic ~~slowdown and customer destocking.~~slowdown. Average selling prices increased ~~in local currencies, offset by~~largely due to the impact of a ~~stronger~~weaker U.S. dollar against major international ~~currencies.~~currencies and in response to higher raw material costs. The decrease in segment adjusted EBITDA was primarily due to lower aerospace sales volumes, partially offset by ~~lower fixed costs.~~the benefit from the above mentioned acquisitions.

Textile Effects

The ~~decrease~~increase in revenues in our Textile Effects segment for the three months ended ~~June 30, 2020~~March 31, 2021 compared to the same period of ~~2019~~2020 was due to ~~lower~~higher sales volumes, ~~and sales mix changes.~~partially offset by lower average selling prices. Sales volumes ~~decreased~~increased primarily due to ~~significantly weaker~~increased demand ~~in relation to~~resulting from the ongoing recovery from the global economic ~~slowdown. Average selling prices~~slowdown, particularly in ~~local currencies increased mainly due to geographical mix change, offset by the impact of a stronger U.S. dollar against major international currencies.~~Asia. The ~~decrease~~increase in segment adjusted EBITDA was primarily due to ~~lower~~higher sales ~~volumes~~revenues and lower ~~capitalization of indirect costs because of reduced production, partially offset by lower raw material costs and lower fixed~~ costs.

Corporate and other

Corporate and other includes unallocated corporate overhead, unallocated foreign currency exchange gains and losses, LIFO inventory valuation reserve adjustments, loss on early extinguishment of debt, unallocated restructuring, impairment and plant closing costs, nonoperating income and expense and gains and losses on the disposition of corporate assets. For the three months ended June 30, 2020, adjusted EBITDA from Corporate and other for Huntsman Corporation increased by $4 million to a loss of $32 million from a loss of $36 million for the same period of 2019. For the three months ended June 30, 2020, adjusted EBITDA from Corporate and other for Huntsman International increased by $5 million to a loss of $30 million from a loss of $35 million for the same period of 2019. The increase in adjusted EBITDA from Corporate and other resulted primarily from a benefit from a LIFO inventory reserve adjustment and a decrease in corporate overhead costs, partially offset by a decrease in unallocated foreign currency exchange gain.

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~~Six Months Ended June 30, 2020 Compared with Six Months Ended June 30, 2019~~

As discussed in “Note 4. Discontinued Operations and Business Dispositions—Sale of Chemical Intermediates Businesses” to our condensed consolidated financial statements, the results from continuing operations exclude the results of our Chemical Intermediates and Businesses and the results of our former polymers, base chemicals and Australian styrenics business for all periods presented. The decrease of $310 million in net income attributable to Huntsman Corporation and the decrease of $305 million in net income attributable to Huntsman International from continuing operations, respectively, was the result of the following items:

● Revenues for the six months ended June 30, 2020 decreased by $613 million, or 18%, as compared with the 2019 period. The decrease was primarily due to lower sales volumes in all our segments and lower average selling prices in all our segments, except for our Advanced Materials segment. See “—Segment Analysis” below.

● Gross profit for the six months ended June 30, 2020 decreased by $273 million, or 37%, compared to the 2019 period. The decrease resulted from lower gross margins in all our segments. See “—Segment Analysis” below.

● Restructuring, impairment and plant closing costs for the six months ended June 30, 2020 increased to $22 million from $1 million in the 2019 period. For more information concerning restructuring activities, see “Note 7. Restructuring, Impairment and Plant Closing Costs” to our condensed consolidated financial statements.

● Our interest expense, net and the interest expense, net of Huntsman International for the six months ended June 30, 2020 decreased by $20 million and $27 million, respectively, or 34% and 40%, respectively, as compared with the 2019 period, primarily related to repayments of outstanding borrowings on our 2018 Revolving Credit Facility and other prepayable debt.

● Equity in income of investment in unconsolidated affiliates for the six months ended June 30, 2020 decreased to $4 million from $22 million in the 2019 period. The decrease was primarily attributable to a decrease in income at our PO/MTBE joint venture with Sinopec, of which we hold a 49% interest.

● For the six months ended June 30, 2020, we recorded a loss of $106 million in fair value adjustments to our investment in Venator as a result of recording our equity method investment in Venator at fair value compared to a gain of $58 million in the 2019 period. See “Note 4. Business Dispositions—Separation and Deconsolidation of Venator” to our condensed consolidated financial statements.

● Loss on early extinguishment of debt for the six months ended June 30, 2020 was nil compared to $23 million in the 2019 period due to the early repayment in full of our 2020 Senior Notes in the first quarter of 2019. See “Note. 7. Debt—Notes” to our condensed consolidated financial statements.

● Our income tax benefit for the six months ended June 30, 2020 increased to an income tax benefit of $6 million from an income tax expense of $83 million in the 2019 period. The income tax benefit of Huntsman International for the six months ended June 30, 2020 increased to an income tax benefit of $6 million from an income tax expense of $81 million in the 2019 period. The increase in income tax benefit was primarily due to the decrease in pretax income as well as the one-time reduction in our Switzerland net deferred tax assets related to the 2019 tax rate change. Our income tax expense is significantly affected by the mix of income and losses in the tax jurisdictions in which we operate, as impacted by the presence of valuation allowances in certain tax jurisdictions. For further information concerning income taxes, see “Note 18. Income Taxes” to our condensed consolidated financial statements.

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~~Segment Analysis~~

Six months

Percent

ended

Change

June 30,

Favorable

2020

2019

(Unfavorable)
Revenues

Polyurethanes
$
1,618

$
1,938

(17)%
Performance Products

520

599

(13)%
Advanced Materials

433

547

(21)%
Textile Effects

282

404

(30)%
Corporate and eliminations

(13)

(35)

NM
Total
$
2,840

$
3,453

(18)%

Huntsman Corporation

Segment adjusted EBITDA(1)

Polyurethanes
$
115

$
280

(59)%
Performance Products

87

87

—
Advanced Materials

78

108

(28)%
Textile Effects

16

50

(68)%
Corporate and other

(77)

(76)

(1)%
Total
$
219

$
449

(51)%

Huntsman International

Segment adjusted EBITDA(1)

Polyurethanes
$
115

$
280

(59)%
Performance Products

87

87

—
Advanced Materials

78

108

(28)%
Textile Effects

16

50

(68)%
Corporate and other

(74)

(73)

(1)%
Total
$
222

$
452

(51)%
~~NM—Not meaningful~~

~~(1)~~ For more information, including reconciliation of segment adjusted EBITDA to net (loss) income of Huntsman Corporation or Huntsman International, as appropriate, see “Note 20. Operating Segment Information” to our condensed consolidated financial statements.

Six months ended June 30, 2020 vs June 30, 2019

Average Selling Price(1)

Local

Foreign Currency

Mix &

Sales


Currency

Translation Impact

Other

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

Polyurethanes

(6)%

(2)%

—

(9)%
Performance Products

(5)%

(1)%

4%

(11)%
Advanced Materials

1%

(2)%

1%

(21)%
Textile Effects

(3)%

(1)%

(2)%

(24)%
~~(1)~~ ~~Excludes revenues from tolling arrangements, byproducts and raw materials.~~

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

~~Polyurethanes~~

The decrease in revenues in our Polyurethanes segment for the six months ended June 30, 2020 compared to the same period of 2019 was due to lower MDI average selling prices and lower overall polyurethanes sales volumes. MDI average selling prices decreased across most major markets in relation to the global economic slowdown resulting from
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the COVID-19 pandemic. Overall polyurethanes sales volumes decreased primarily in relation to the global economic slowdown and the resulting decrease in demand across most major markets, partially offset by additional sales volumes in connection with the Icynene-Lapolla Acquisition. The decrease in segment adjusted EBITDA was primarily due to lower component and polymeric systems margins largely driven by lower MDI pricing and lower polyurethanes sales volumes.

~~Performance Products~~

The decrease in revenues in our Performance Products segment for the six months ended June 30, 2020 compared to the same period of 2019 was due to lower average selling prices and lower sales volumes. Average selling prices decreased primarily in response to lower raw material costs. Sales volumes decreased primarily in relation to the global economic slowdown. Segment adjusted EBITDA was relatively unchanged primarily due to higher margins in our performance amines business and lower fixed costs, offset by lower sales volumes.

~~Advanced Materials~~

The decrease in revenues in our Advanced Materials segment for the six months ended June 30, 2020 compared to the same period in 2019 was due to lower sales volumes and lower average selling prices. Sales volumes decreased significantly across all markets and regions, except in our global power market, primarily in relation to the global economic slowdown and customer destocking. Average selling prices increased in local currencies, more than offset by the impact of a stronger U.S. dollar against major international currencies. The decrease in segment adjusted EBITDA was primarily due to lower sales volumes, partially offset by lower fixed costs.

~~Textile Effects~~

The decrease in revenues in our Textile Effects segment for the six months ended June 30, 2020 compared to the same period of 2019 was due to lower average selling prices and lower sales volumes. Average selling prices decreased as a result of competitive market pressures and the impact of a stronger U.S. dollar against major international currencies. Sales volumes decreased primarily due to significantly weaker demand in relation to the global economic slowdown. The decrease in segment adjusted EBITDA was primarily due to lower sales revenues and lower capitalization of indirect costs because of reduced production, partially offset by lower raw material costs and lower fixed costs.

~~Corporate and other~~

Corporate and other includes unallocated corporate overhead, unallocated foreign currency exchange gains and losses, LIFO inventory valuation reserve adjustments, loss on early extinguishment of debt, unallocated restructuring, impairment and plant closing costs, nonoperating income and expense and gains and losses on the disposition of corporate assets. For the six months ended June 30, 2020,March 31, 2021, adjusted EBITDA from Corporate and other for Huntsman Corporation decreased by $1$5 million to a loss of ~~$77~~$50 million from a loss of ~~$76~~$45 million for the same period of ~~2019.~~2020. For the ~~six~~three months ended ~~June~~ ~~30, 2020,~~March 31, 2021, adjusted EBITDA from Corporate and other for Huntsman International decreased by $1$3 million to a loss of ~~$74~~$47 million from a loss of ~~$73~~$44 million for the same period of ~~2019.~~2020. The decrease in adjusted EBITDA from Corporate and other resulted primarily from a ~~charge from a LIFO inventory reserve adjustment~~decrease in unallocated foreign currency exchange gains and an increase in corporate overhead ~~costs, partially offset by a decrease in unallocated foreign currency exchange loss.~~costs.
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Liquidity and Capital Resources

~~Liquidity and Capital Resources~~

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

Cash Flows for the ~~Six~~Three Months Ended ~~June 30, 2020~~March 31, 2021 Compared with ~~Six~~Three Months Ended ~~June 30, 2019~~March 31, 2020

Net cash ~~provided by~~used in operating activities from continuing operations for the ~~six~~three months ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~ was ~~$45~~$16 million and ~~$177~~$40 million, respectively. The decrease in net cash ~~provided by~~used in operating activities from continuing operations during the ~~six~~three months ended ~~June 30, 2020~~March 31, 2021 compared with the same period in ~~2019,~~2020, was primarily attributable to ~~decreased~~increased operating income as described in “—Results of Operations” above, partially offset by a
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~~$119~~ $41 million ~~favorable~~unfavorable variance in operating assets and liabilities for the ~~six~~three months ended ~~June 30, 2020~~March 31, 2021 as compared with the same period of ~~2019.~~2020.

Net cash (used in) provided by ~~(used in)~~ investing activities from continuing operations for the ~~six~~three months ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~ was ~~$1,152~~$(323) million and ~~$(100)~~$1,511 million, respectively. During the ~~six~~three months ended ~~June 30,~~March 31, 2021 and 2020, ~~and 2019,~~ we paid ~~$116~~$98 million and ~~$118~~$61 million for capital expenditures, respectively. During the ~~six~~three months ended ~~June 30,~~March 31, 2021, we paid approximately $240 million for the Gabriel Acquisition, net of cash acquired. During the three months ended March 31, 2020, we received approximately ~~$1.9~~$1.92 billion for the sale of our Chemical Intermediates Businesses and paid ~~$652~~$346 million for the ~~acquisition of businesses,~~Icynene-Lapolla Acquisition, net of cash acquired. ~~During the six months ended June 30, 2019, we received $16 million in proceeds from the settlement of the December 3, 2018 sale of Venator ordinary shares to Bank of America N.A.~~

Net cash used in financing activities for the ~~six~~three months ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~ was ~~$417~~$579 million and ~~$48~~$354 million, respectively. ~~The increase~~During the three months ended March 31, 2021, we redeemed in ~~net cash used~~full €445 million (approximately $541 million) in ~~financing activities was primarily due to~~aggregate principal amount of our 2021 Senior Notes. During the three months ended March 31, 2020, we made repayments on our ~~2018~~ Revolving Credit ~~Facility in the first quarter~~facility of ~~2020.~~$158 million and repurchased common stock for $96 million.

Free cash flow from continuing operations for the ~~six~~three months ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~ was a use of cash of ~~$71~~$114 million and ~~a source of cash of $59~~$101 million, respectively.

Changes in Financial Condition

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

June 30,

Less

December 31,

Increase

Percent


2020

Acquisitions(1)

Subtotal

2019

(Decrease)

Change
Cash and cash equivalents

$
1,254

$
(7)

$
1,247

$
525

$
722

138%
Accounts and notes receivable, net

835

(49)

786

953

(167)

(18)%
Inventories

885

(75)

810

914

(104)

(11)%
Other current assets

130

(1)

129

155

(26)

(17)%
Current assets held for sale(2)

—

—

—

1,208

(1,208)

(100)%
Total current assets

3,104

(132)

2,972

3,755

(783)

(21)%
Accounts payable

610

(20)

590

822

(232)

(28)%
Accrued liabilities

723

(10)

713

420

293

70%
Current portion of debt

650

—

650

212

438

207%
Current operating lease liabilities

44

—

44

42

2

5%
Current liabilities held for sale(2)

—

—

—

512

(512)

(100)%
Total current liabilities

2,027

(30)

1,997

2,008

(11)

(1)%
Working capital

$
1,077

$
(102)

$
975

$
1,747

$
(772)

(44)%

March 31,

Less

December 31,

Increase

Percent

2021

Acquisitions(1)

Subtotal

2020

(Decrease)

Change

Cash and cash equivalents
$ 673 $ (9 ) $ 664 $ 1,593 $ (929 ) (58 )%
Accounts and notes receivable, net
1,022 (13 ) 1,009 910 99 11 %
Inventories
1,006 (26 ) 980 848 132 16 %
Other current assets
228 — 228 217 11 5 %
Total current assets
2,929 (48 ) 2,881 3,568 (687 ) (19 )%
Accounts payable
953 (7 ) 946 876 70 8 %
Accrued liabilities
505 (2 ) 503 458 45 10 %
Current portion of debt
57 — 57 593 (536 ) (90 )%
Current operating lease liabilities
49 — 49 52 (3 ) (6 )%
Total current liabilities
1,564 (9 ) 1,555 1,979 (424 ) (21 )%
Working capital
$ 1,365 $ (39 ) $ 1,326 $ 1,589 $ (263 ) (17 )%
(1)
Represents ~~combined~~ amounts related to the ~~Icynene-Lapolla Acquisition and the CVC Thermoset Specialties~~Gabriel Acquisition. For more information, see “Note 3. Business Combinations and ~~Acquisitions”~~Acquisitions—Acquisition of Gabriel Performance Products” to our condensed consolidated financial statements.

~~(2)~~ Represents amounts related to the sale of our Chemical Intermediates Businesses. The assets and liabilities held for sale are classified as current as of December 31, 2019 because we completed the sale of our Chemical Intermediates Businesses on January 3, 2020. For more information, see “Note 4. Discontinued Operations and Business Dispositions—Sale of Chemical Intermediates Businesses” to our condensed consolidated financial statements.

Our working capital decreased by ~~$772~~$263 million as a result of the net impact of the following significant changes:

●
The ~~increase~~decrease in cash and cash equivalents of ~~$722~~$929 million resulted from the matters identified on our condensed consolidated statements of cash flows.

●
Accounts receivable ~~decreased~~increased by ~~$167~~$99 million due to ~~lower~~higher revenues in the ~~second~~first quarter of ~~2020~~2021 compared to the fourth quarter of ~~2019, offset in part~~2020.
●
Inventories increased by ~~some delays in customer payments due to the global economic slowdown.~~
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● ~~Inventories decreased by $104~~$132 million primarily due to ~~lower~~higher inventory costs and volumes.

●
Accounts payable ~~decreased~~increased by ~~$232~~$70 million primarily due to ~~lower~~higher inventory purchases.

●
Accrued liabilities increased by ~~$293~~$45 million primarily due to ~~an increase~~increases in current income taxes payable ~~related to taxes payable on the sale of our Chemical Intermediates Businesses.~~and accrued restructuring charges, partially offset by a decrease in accrued rebates.

●
Current portion of debt ~~increased~~decreased by ~~$438~~$536 million primarily due to the ~~current classification~~redemption of our ~~5.125% senior notes which are due in April 2021 (“~~2021 Senior ~~Notes”).~~Notes.

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Direct and Subsidiary Debt
~~Direct and Subsidiary Debt~~

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

Debt Issuance Costs

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

Revolving Credit Facility

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

~~Term Loan Credit Facility~~

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

A/R Programs

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

SeniorNotes

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

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

See “Note 8. Debt—Direct and Subsidiary Debt—Note Payable from Huntsman International to Huntsman Corporation” to our condensed consolidated financial statements.

Compliance with Covenants
~~Compliance with Covenants~~

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

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Table of Contents
Short-Term Liquidity
~~Short-Term and Long-Term Liquidity~~

We depend upon our cash, ~~2018~~ Revolving Credit Facility, A/R Programs and other debt instruments to provide liquidity for our operations and working capital needs. As of ~~June 30, 2020,~~March 31, 2021, we had ~~$2,566~~$2,064 million of combined cash and unused borrowing capacity, consisting of ~~$1,254~~$673 million in cash, $1,194 million in availability under our ~~2018~~ Revolving Credit Facility and ~~$118~~$197 million in availability under our A/R Programs. We believe our existing cash balances, together with funds generated from operations and amounts available under our credit facility, will allow us to manage the anticipated impact of COVID-19 on our business operations for the foreseeable future. Our liquidity can be
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significantly impacted by various factors. The following matters had, or are expected to have, a significant impact on our liquidity:

●
Cash ~~proceeds from~~invested in our accounts receivable and inventory, net of accounts payable, was approximately ~~$62~~$179 million for the ~~six~~three months ended ~~June 30, 2020,~~March 31, 2021, as reflected in our condensed consolidated statements of cash flows. We expect volatility in our working capital components to continue.

●
During ~~2020,~~2021, we expect to spend ~~between~~ approximately ~~$225 million and $235~~$330 million on capital expenditures, ~~for continuing operations. We have deferred a portion~~including spending of ~~capital spending~~approximately $80 million on a new MDI splitter in Geismar, ~~Louisiana for six~~Louisiana. We expect to fund spending on all capital expenditures with cash provided by operations.
●
During the three months ~~leaving roughly $40~~ended March 31, 2021, we made contributions to our pension and postretirement benefit plans of $14 million. During 2021, we expect to contribute an additional amount of approximately $42 million to these plans.
●
During 2020, management implemented cost realignment and synergy plans. In connection with these plans, we expect to achieve annualized cost savings and synergy benefits of more than $120 million by the end of 2023 with associated net cash restructuring and integration costs of approximately $100 million. See “Note 7. Restructuring, Impairment and Plant Closing Cost” to our condensed consolidated financial statements.
●
On November 3, 2020, we completed the sale of the India-based do-it-yourself consumer adhesives (“DIY”) business, part of the Advanced Materials segment, to Pidilite Industries Ltd. and received cash of approximately $257 million. Under the terms of the agreement, we may receive up to approximately $28 million of ~~capital spend~~additional cash under an earnout within 18 months if the business achieves certain sales revenue targets in ~~2020~~line with the ~~remaining spend~~DIY business’ 2019 performance.
●
On January 15, 2021, we redeemed in full €445 million (approximately $541 million) in aggregate principal amount of our 2021 Senior Notes at the redemption price equal to 100% of the principal amount of the notes, plus accrued and unpaid interest to, but not including, the redemption date. In connection with this redemption, we incurred an incremental cash tax liability of approximately ~~$120~~$15 million in the first quarter of 2021 related to foreign currency exchange gains.
● On January 15, 2021, we completed the Gabriel Acquisition in an all-cash transaction of approximately $249 million, subject to customary closing adjustments, funded from available liquidity. See “Note 3. Business Combinations and Acquisitions—Acquisition of Gabriel Performance Products” to our condensed consolidated financial statements.
Long-Term Liquidity
● On April 28, 2021, our Board of Directors declared a $0.1875 per share cash dividend on our common stock. This represents a 15% increase from the previous dividend. We expect to distribute an additional $5.5 million in dividends each quarter related to this dividend increase.
●
On a new MDI splitter being constructed in Geismar, Louisiana, we expect to spend approximately $115 million in the remainder of 2021 and 2022. We expect to fund spending on all capital expenditures with cash provided by operations.

● During the six months ended June 30, 2020, we made contributions to our pension and postretirement benefit plans of $46 million. During the remainder of 2020, we expect to contribute an additional amount of approximately $41 million to these plans.

● On February 7, 2018 and on May 3, 2018, our Board of Directors authorized our Company to repurchase up to an additional $950 million in shares of our common stock in addition to the $50 million remaining under our September 2015 share repurchase authorization. Repurchases may be made through 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 first quarter of 2020, we repurchased 5,364,519 shares of our common stock for approximately $96 million, excluding commissions, under the repurchase program. Subsequent to the end of the first quarter of 2020, we elected to temporarily suspend share repurchases under our existing share repurchase program in order to enhance our liquidity position in response to COVID-19.

● Beginning in December 2018, our ownership in Venator decreased to approximately 49%, and we began accounting for our remaining interest in Venator as an equity method investment using the fair value option. Accordingly, in the six months ended June 30, 2020, we recorded a gain of $4 million to record our equity method investment in Venator at fair value. Under the fair value option to account for our equity method investment in Venator, amounts recorded in “Fair value adjustments to Venator investment” could fluctuate depending upon the change in market value of Venator common stock. See “Note 4. Discontinued Operations and Business Dispositions—Separation and Deconsolidation of Venator” to our condensed consolidated financial statements.

● On January 3, 2020, we completed the sale of our Chemical Intermediates Businesses to Indorama. See “Note 4. Discontinued Operations and Business Dispositions—Sale of Chemical Intermediates Businesses” to our condensed consolidated financial statements. During the first quarter of 2020, we received proceeds from the sale of $1.915 billion and received an additional $8 million in July 2020 related to this sale. With respect to the gain on this sale, during the first six months of 2020, we paid income taxes of $10 million, and we expect to pay additional income taxes of approximately $365 million during the second half of 2020. We have used and expect to use the net proceeds from this sale to: 1) invest in complementary strategic acquisitions that develop our technology and product portfolio, 2) continue investing in organic, internal opportunities, 3) prepay certain prepayable debt, and 4) to repurchase shares opportunistically and pay a competitive dividend.

● In connection with the January 3, 2020, sale of our Chemical Intermediates Businesses to Indorama, we assigned to Indorama an insurance claim related to damages we incurred from a recent fire at a neighboring third-party property near the Port Neches, Texas site. We agreed with Indorama that we will receive the first $50 million of the potential insurance recovery when and if paid. During the first six months of 2020, we received $30 million of insurance recovery progress payments and received the remaining $20 million in July 2020. In addition, we agreed with Indorama to cover certain reinstatement costs pertaining to our damaged assets at the third-party site. We currently do not expect these costs to be material.

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● We expect to incur a cash tax liability in connection with the potential foreign exchange gain to be recognized at the repayment of our 2021 Senior Notes. As of June 30, 2020, this liability was estimated to be approximately $26 million. The final amount of the cash tax liability will depend on the foreign exchange rate, as well as our income tax rate, at the time when the notes are repaid or deemed repaid for U.S. income tax purposes.

● In July 2020, management approved a preliminary restructuring plan to optimize our downstream footprint in our Polyurethanes segment. In connection with this program, we expect to record restructuring expenses of between approximately $23 million and $31 million through 2021.

As of ~~June 30, 2020,~~March 31, 2021, we had ~~$650~~$57 million classified as current portion of debt, including ~~$499 million of our 2021 Senior Notes, $103 million on our 2019 Term Loan,~~ debt at our variable interest entities of ~~$47~~$55 million and certain other short-term facilities and scheduled amortization payments totaling $1$2 million. We intend to renew, repay or extend the majority of these short-term facilities in the next twelve months.

As of ~~June 30, 2020,~~March 31, 2021, we had approximately ~~$370~~$398 million of cash and cash equivalents, including restricted cash, held by our foreign subsidiaries, including our variable interest entities. We intend to use cash held in our foreign subsidiaries to fund our local operations. Nevertheless, we could repatriate cash as dividends, ~~and the repatriation of cash as a dividend~~which dividends would generally not be subject to U.S. taxation as a result of the U.S. Tax Reform Act. However, such repatriation may potentially be subject to limited foreign withholding taxes.

48
Table of Contents

~~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, 2019.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risks, such as changes in interest rates, foreign exchange rates and commodity prices. From time to time, we enter into transactions, including transactions involving derivative instruments, to manage certain of these exposures. We also hedge our net investment in certain European operations. See “Note 9. Derivative Instruments and Hedging Activities” to our condensed consolidated financial statements.

ITEM 4. CONTROLS AND PROCEDURES

Our management, with the participation of our chief executive officer and chief financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of ~~June 30, 2020.~~March 31, 2021. Based on this evaluation, our chief executive officer and chief financial officer have concluded that, as of ~~June 30, 2020,~~March 31, 2021, our disclosure controls and procedures were effective, in that they ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is (1) recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms and (2) accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

No changes to our internal control over financial reporting occurred during the quarter ended ~~June 30, 2020~~March 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). However, we can only give reasonable assurance that our internal controls over financial reporting will prevent or detect material misstatements on a timely basis. 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.

62
49

Table of Contents
PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

There have been no material developments with respect to the legal proceedings referenced in Part I, Item 3 of our Annual Report on Form 10-K for the year ended December 31, ~~2019.~~2020.

ITEM 1A. RISK FACTORS

For information regarding risk factors, see “Part I. Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, ~~2019 and “Part II. Item 1A. Risk Factors” in our Quarterly Report on Form 10-Q for the quarter ended March 31,~~ 2020.

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

The following table provides information with respect to shares of our common stock that we repurchased as part of our share repurchase program and shares of restricted stock granted under our stock incentive plans that we withheld upon vesting to satisfy our tax withholding obligations during the three months ended ~~June 30, 2020.~~March 31, 2021.

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)
April

262

$
15.10

—

$
420,000,000
May

519

16.00

—

420,000,000
June

—

—

—

420,000,000
Total

781

$
15.70

—

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
— $ — — $ 420,000,000
February
141,109 28.46 — 420,000,000
March
318 26.28 — 420,000,000
Total
141,427 28.45 —
(1) Represents net purchase price per share, exclusive of any fees or commissions.
(2)
On February 7, 2018 and on May 3, 2018, our Board of Directors authorized ~~our Company~~us to repurchase up to an ~~additional $950 million~~aggregate of $1.0 billion in shares of our common ~~stock in addition to the $50 million remaining under our September 2015 share repurchase authorization.~~stock. The share repurchase program ~~will be~~is supported by our free cash flow generation. Repurchases may be made in the open market, including through accelerated share repurchase programs, or in privately negotiated transactions, and repurchases may be commenced or suspended from time to time without prior notice. Shares of common stock acquired through the repurchase program are held in treasury at cost. During the first quarter of 2020, we repurchased 5,364,519 shares of our common stock for approximately $96 million, excluding commissions, under the repurchase program. Subsequent to the end of the first quarter of 2020, we ~~elected to temporarily suspend~~suspended share repurchases under our existing share repurchase program in order to enhance our liquidity position in response to COVID-19.

63
50

Table of Contents

ITEM 6. EXHIBITS
See the Exhibit Index at the end of this Quarterly Report on Form 10-Q for exhibits filed with this report.

64
51

Table of Contents
EXHIBIT INDEX

Incorporated by Reference
Exhibit Number

Exhibit Description
Form
Exhibit
Filing Date
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

Incorporated by Reference
Exhibit Number

Exhibit Description
Form
Exhibit
Filing Date
3.1

Sixth Amended and Restated Bylaws of Huntsman Corporation, dated as of June 16, 2020.
8-K
3.1
June 19, 2020
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 - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL 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

104
The cover page from this Quarterly Report on Form 10-Q, formatted in Inline XBRL

^*
Filed herewith

65
52

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: ~~July 28, 2020~~April 30, 2021
HUNTSMAN CORPORATION

HUNTSMAN INTERNATIONAL LLC

By:
/s/ SEAN DOUGLAS

Sean Douglas

Executive Vice President and Chief Financial Officer

and Manager (Principal Financial Officer)

By:
/s/ RANDY W. WRIGHT

Randy W. Wright

Vice President and Controller (Authorized Signatory and

Principal Accounting Officer)
~~Principal Accounting Officer)~~

66
53


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

For the quarterly period ended ~~June 30, 2020~~March 31, 2021

OR

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

For the transition period from to

Commission File Number	Exact Name of Registrant as Specified in its Charter, Principal Office Address and Telephone Number	State of Incorporation or Organization	I.R.S. Employer Identification No.
001-32427	Huntsman Corporation 10003 Woodloch Forest Drive The Woodlands, Texas 77380 (281) 719-6000	Delaware	42-1648585
333-85141	Huntsman International LLC 10003 Woodloch Forest Drive The Woodlands, Texas 77380 (281) 719-6000	Delaware	87-0630358


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

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

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


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

Huntsman Corporation		☐
~~Huntsman Corporation~~		◻
Huntsman International LLC		◻ ☐

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

				Page
PART I	FINANCIAL INFORMATION	~~FINANCIAL INFORMATION~~4		4
ITEM 1.		Condensed Consolidated Financial Statements (Unaudited)		4
		Huntsman Corporation and Subsidiaries:
		Condensed Consolidated Balance Sheets		4
		Condensed Consolidated Statements of Operations		5
		Condensed Consolidated Statements of Comprehensive ~~(Loss)~~ Income		6
		Condensed Consolidated Statements of Equity		7
		Condensed Consolidated Statements of Cash Flows		98
		Huntsman International LLC and Subsidiaries:
		Condensed Consolidated Balance Sheets		1110
		Condensed Consolidated Statements of Operations		1211
		Condensed Consolidated Statements of Comprehensive ~~(Loss)~~ Income		1312
		Condensed Consolidated Statements of Equity		1413
		Condensed Consolidated Statements of Cash Flows		1514
		Huntsman Corporation and Subsidiaries and Huntsman International LLC and Subsidiaries:
		Notes to Condensed Consolidated Financial Statements		1716
ITEM 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations		4436
ITEM 3.		Quantitative and Qualitative Disclosures About Market Risk		6249
ITEM 4.	Controls and Procedures	~~Controls and Procedures~~49		62
PART II	OTHER INFORMATION	~~OTHER INFORMATION~~50		63
ITEM 1.	Legal Proceedings	~~Legal Proceedings~~50		63
ITEM 1A.	Risk Factors	~~Risk Factors~~50		63
ITEM 2.		Unregistered Sales of Equity Securities and Use of Proceeds		6350
ITEM 66..		Exhibits	51	64


	June 30,		December 31,
	2020		2019
ASSETS
Current assets:
Cash and cash equivalents(a)	$	1,254	$	525
Accounts and notes receivable (net of allowance for doubtful accounts of $28 and $19, respectively), ($190 and $221 pledged as collateral, respectively)(a)		828		940
Accounts receivable from affiliates		7		13
Inventories(a)		885		914
Other current assets		130		155
Current assets held for sale		—		1,208
Total current assets		3,104		3,755
Property, plant and equipment, net(a)		2,457		2,383
Investment in unconsolidated affiliates		427		535
Intangible assets, net(a)		408		197
Goodwill		522		276
Deferred income taxes		289		292
Notes receivable from affiliate		34		34
Operating lease right-of-use assets		419		396
Other noncurrent assets(a)		466		452
Total assets	$	8,126	$	8,320

LIABILITIES AND EQUITY
Current liabilities:
Accounts payable(a)	$	587	$	765
Accounts payable to affiliates		23		57
Accrued liabilities(a)		723		420
Current portion of debt(a)		650		212
Current operating lease liabilities(a)		44		42
Current liabilities held for sale		—		512
Total current liabilities		2,027		2,008
Long-term debt(a)		1,527		2,177
Deferred income taxes		40		29
Noncurrent operating lease liabilities(a)		402		384
Other noncurrent liabilities(a)		806		898
Total liabilities		4,802		5,496
Commitments and contingencies (Notes 15 and 16)
Equity
Huntsman Corporation stockholders’ equity:
Common stock $0.01 par value, 1,200,000,000 shares authorized, 258,199,600 and 257,405,496 shares issued and 219,747,021 and 224,295,868 shares outstanding, respectively		3		3
Additional paid-in capital		4,037		4,008
Treasury stock, 38,477,091 and 33,112,572 shares, respectively		(731)		(635)
Unearned stock-based compensation		(26)		(17)
Retained earnings		1,252		690
Accumulated other comprehensive loss		(1,354)		(1,362)
Total Huntsman Corporation stockholders’ equity		3,181		2,687
Noncontrolling interests in subsidiaries		143		137
Total equity		3,324		2,824
Total liabilities and equity	$	8,126	$	8,320


	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, 2020	224,295,868	$	3	$	4,008	$	(635)	$	(17)	$	690	$	(1,362)	$	137	$	2,824
																		*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, 2021																			220,046,262		$	3	$	4,048	$	(731	)	$	(19	)	$	1,564		$	(1,346	)	$	154	$	3,673
Net income	—		—		—		—		—		705		—		3		708		—			0		0		0			0			83			0			17		100
Other comprehensive loss	—		—		—		—		—		—		(21)		—		(21)		—			0		0		0			0			0			(13	)		0		(13	)
Issuance of nonvested stock awards	—		—		18		—		(18)		—		—		—		—		—			0		25		0			(25	)		0			0			0		0
Vesting of stock awards	943,026		—		4		—		—		—		—		—		4		664,818			0		5		0			0			0			0			0		5
Recognition of stock-based compensation	—		—		2		—		5		—		—		—		7		—			0		2		0			6			0			0			0		8
Repurchase and cancellation of stock awards	(283,975)		—		—		—		—		(6)		—		—		(6)		(202,961	)		0		0		0			0			(6	)		0			0		(6	)
Stock options exercised	57,209		—		2		—		—		(2)		—		—		—		204,005			0		5		0			0			(2	)		0			0		3
Treasury stock repurchased	(5,364,519)		—		—		(96)		—		—		—		—		(96)
Dividends declared on common stock ($0.1625 per share)	—		—		—		—		—		(37)		—		—		(37)
Balance, March 31, 2020	219,647,609	$	3	$	4,034	$	(731)	$	(30)	$	1,350	$	(1,383)	$	140	$	3,383
Net (loss) income	—		—		—		—		—		(62)		—		3		(59)
Other comprehensive income	—		—		—		—		—		—		29		—		29
Vesting of stock awards	8,448		—		—		—		—		—		—		—		—
Recognition of stock-based compensation	—		—		2		—		4		—		—		—		6
Repurchase and cancellation of stock awards	(1,093)		—		—		—		—		—		—		—		—
Stock options exercised	92,057		—		1		—		—		—		—		—		1
Dividends declared on common stock ($0.1625 per share)	—		—		—		—		—		(36)		—		—		(36)
Balance, June 30, 2020	219,747,021	$	3	$	4,037	$	(731)	$	(26)	$	1,252	$	(1,354)	$	143	$	3,324
Dividends declared on common stock ($0.1625 per share)																			—			0		0		0			0			(36	)		0			0		(36	)
Balance, March 31, 2021																			220,712,124		$	3	$	4,085	$	(731	)	$	(38	)	$	1,603		$	(1,359	)	$	171	$	3,734


	Huntsman International LLC Members
	Members'					Accumulated other		Noncontrolling
	equity					comprehensive		interests in		Total
	Units	Amount		Retained earnings		loss		subsidiaries		equity
Balance, January 1, 2020	2,728	$	3,675	$	312	$	(1,352)	$	137	$	2,772
Net income	—		—		704		—		3		707
Dividends paid to parent	—		—		(37)		—		—		(37)
Other comprehensive loss	—		—		—		(20)		—		(20)
Contribution from parent	—		6		—		—		—		6
Balance, March 31, 2020	2,728	$	3,681	$	979	$	(1,372)	$	140	$	3,428
Net (loss) income	—		—		(62)		—		3		(59)
Dividends paid to parent	—		—		(36)		—		—		(36)
Other comprehensive income	—		—		—		29		—		29
Contribution from parent	—		7		—		—		—		7
Balance, June 30, 2020	2,728	$	3,688	$	881	$	(1,343)	$	143	$	3,369


	Huntsman International LLC Members
	Members'			(Accumulated		Accumulated other		Noncontrolling
	equity			deficit)		comprehensive		interests in		Total
	Units	Amount		Retained earnings		loss		subsidiaries		equity
Balance, January 1, 2019	2,728	$	3,658	$	(91)	$	(1,308)	$	229	$	2,488
Net income	—		—		116		—		12		128
Dividends paid to parent	—		—		(37)		—		—		(37)
Other comprehensive income	—		—		—		52		2		54
Contribution from parent	—		7		—		—		—		7
Balance, March 31, 2019	2,728	$	3,665	$	(12)	$	(1,256)	$	243	$	2,640
Net income	—		—		107		—		8		115
Dividends paid to parent	—		—		(38)		—		—		(38)
Other comprehensive loss	—		—		—		(6)		(2)		(8)
Contribution from parent	—		7		—		—		—		7
Dividends declared to noncontrolling interests	—		—		—		—		(40)		(40)
Balance, June 30, 2019	2,728	$	3,672	$	57	$	(1,262)	$	209	$	2,676


	December 31,
	2019
Carrying amounts of major classes of assets held for sale:
Accounts receivable	$	145
Inventories		105
Total current assets
Property, plant and equipment, net		720
Operating lease right-of-use assets		69
Deferred income taxes		4
Other noncurrent assets		165
Total assets held for sale(1)	$	1,208
Carrying amounts of major classes of liabilities held for sale:
Accounts payable	$	152
Accrued liabilities		26
Current operating lease liabilities		20
Total current liabilities
Deferred income taxes		135
Noncurrent operating lease liabilities		51
Other noncurrent liabilities		128
Total noncurrent liabilities
Total liabilities held for sale(1)	$	512

	*Workforce reductions*			*Demolition and decommissioning*		*Non-cancelable lease and contract termination costs*		*Other restructuring costs*			*Total*
Accrued liabilities as of January 1, 2021	$	29		$	0	$	2	$	0		$	31
2021 charges for 2020 and prior initiatives		12			0		0		2			14
2021 charges for 2021 initiatives		2			0		0		0			2
2021 payments for 2020 and prior initiatives		(5	)		0		0		(2	)		(7	)
Accrued liabilities as of March 31, 2021	$	38		$	0	$	2	$	0		$	40

				*Performance*			*Advanced*			*Textile*			*Corporate*
	*Polyurethanes*			*Products*			*Materials*			*Effects*			*and Other*			*Total*
Accrued liabilities as of January 1, 2021	$	12		$	2		$	9		$	8		$	0		$	31
2021 charges (credits) for 2020 and prior initiatives		1			0			(1	)		0			14			14
2021 charges for 2021 initiatives		0			0			2			0			0			2
2021 payments for 2020 and prior initiatives		(2	)		(1	)		(2	)		(1	)		(1	)		(7	)
Accrued liabilities as of March 31, 2021	$	11		$	1		$	8		$	7		$	13		$	40

Current portion of restructuring reserves	$	11		$	1		$	5		$	4		$	5		$	26
Long-term portion of restructuring reserves		0			0			3			3			8			14


						Unamortized
						Discounts and
	Committed		Principal			Debt Issuance			Carrying
Facility	Amount		Outstanding			Costs			Value			Interest Rate(2)	Maturity
2018 Revolving Credit Facility	$	1,200	$	—	(1)	$	—	(1)	$	—	(1)	USD LIBOR plus 1.50%	2023


		Maximum Funding		Amount
Facility	Maturity	Availability(1)		Outstanding			Interest Rate(2)
U.S. A/R Program	April 2022	$	150	$	—	(3)	Applicable rate plus 0.90%
EU A/R Program	April 2022	€	100	€	30		Applicable rate plus 1.30%
			(or approximately $112)		(or approximately $34)


	June 30, 2020				December 31, 2019
	Carrying		Estimated		Carrying		Estimated
	Value		Fair Value		Value		Fair Value
Non-qualified employee benefit plan investments	$	22	$	22	$	28	$	28
Long-term debt (including current portion)		(2,177)		(2,288)		(2,389)		(2,544)

	*March 31, 2021*						*December 31, 2020*
	*Carrying*			*Estimated*			*Carrying*			*Estimated*
	*Value*			*Fair Value*			*Value*			*Fair Value*
Non-qualified employee benefit plan investments	$	21		$	21		$	26		$	26
Investment in Venator		45			45			32			32
Option agreement for remaining Venator shares		(25	)		(25	)		11			11
Long-term debt (including current portion)		(1,567	)		(1,729	)		(2,121	)		(2,334	)


2020	Polyurethanes		Performance Products		Advanced Materials		Textile Effects		Corporate and Eliminations		Total
Primary Geographic Markets(1)
U.S. and Canada	$	295	$	100	$	52	$	7	$	(4)	$	450
Europe		183		53		72		19		—		327
Asia Pacific		210		61		51		62		—		384
Rest of world		42		14		17		14		(1)		86
	$	730	$	228	$	192	$	102	$	(5)	$	1,247

Major Product Groupings
MDI urethanes	$	730									$	730
Differentiated			$	228								228
Specialty					$	172						172
Non-specialty						20						20
Textile chemicals, dyes and digital inks							$	102				102
Eliminations									$	(5)		(5)
	$	730	$	228	$	192	$	102	$	(5)	$	1,247


					Other Postretirement
	Defined Benefit Plans				Benefit Plans
	Three months				Three months
	ended				ended
	June 30,				June 30,
	2020		2019		2020		2019
Service cost	$	12	$	12	$	1	$	1
Interest cost		16		20		—		—
Expected return on assets		(42)		(39)		—		—
Amortization of prior service benefit		(1)		(1)		(1)		(1)
Amortization of actuarial loss		19		17		—		—
Net periodic benefit cost	$	4	$	9	$	—	$	—

							*Other Postretirement*
	*Defined Benefit Plans*						*Benefit Plans*
	*Three months*						*Three months*
	*ended*						*ended*
	*March 31,*						*March 31,*
	*2021*			*2020*			*2021*			*2020*
Service cost	$	14		$	14		$	0		$	0
Interest cost		12			15			0			1
Expected return on assets		(42	)		(43	)		0			0
Amortization of prior service benefit		(2	)		(2	)		(1	)		(1	)
Amortization of actuarial loss		23			20			1			0
Settlement loss		3			0			0			0
Net periodic benefit cost	$	8		$	4		$	0		$	0


					Other Postretirement
	Defined Benefit Plans				Benefit Plans
	Three months				Three months
	ended				ended
	June 30,				June 30,
	2020		2019		2020		2019
Service cost	$	12	$	12	$	1	$	1
Interest cost		16		20		—		—
Expected return on assets		(42)		(39)		—		—
Amortization of prior service benefit		(1)		(1)		(1)		(1)
Amortization of actuarial loss		20		19		—		—
Net periodic benefit cost	$	5	$	11	$	—	$	—


	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 Corporation
Beginning balance, January 1, 2020	$	(369)	$	(1,031)	$	8	$	4	$	(1,388)	$	26	$	(1,362)
Other comprehensive (loss) income before reclassifications, gross		(52)		8		—		—		(44)		—		(44)
Tax expense		(4)		(2)		—		—		(6)		—		(6)
Amounts reclassified from accumulated other comprehensive loss, gross(c)		—		75		—		—		75		—		75
Tax expense		—		(17)		—		—		(17)		—		(17)
Net current-period other comprehensive (loss) income		(56)		64		—		—		8		—		8
Ending balance, June 30, 2020	$	(425)	$	(967)	$	8	$	4	$	(1,380)	$	26	$	(1,354)


	Three months ended June 30,
	2020		2019
	Amounts reclassified		Amounts reclassified		Affected line item in
	from accumulated		from accumulated		the statement
	other		other		where net income
Details about Accumulated Other	comprehensive loss		comprehensive loss		is presented
Comprehensive Loss Components(a):
Amortization of pension and other postretirement benefits:
Prior service credit	$	(2)	$	(3)	(b)
Actuarial loss		19		19	(b)(d)
		17		16	Total before tax
		(3)		(3)	Income tax expense
Total reclassifications for the period	$	14	$	13	Net of tax


	Six months ended June 30,
	2020		2019
	Amounts reclassified		Amounts reclassified		Affected line item in
	from accumulated		from accumulated		the statement
Details about Accumulated Other	other		other		where net income
Comprehensive Loss Components(a):	comprehensive loss		comprehensive loss		is presented
Amortization of pension and other postretirement benefits:
Prior service credit	$	(5)	$	(6)	(b)
Settlement loss		41		—	(c)
Actuarial loss		39		37	(b)(d)
		75		31	Total before tax
		(17)		(6)	Income tax expense
Total reclassifications for the period	$	58	$	25	Net of tax


					Weighted
			Weighted		Average
			Average		Remaining		Aggregate
			Exercise		Contractual		Intrinsic
Option Awards	Shares		Price		Term		Value
	(in thousands)				(years)		(in millions)
Outstanding at January 1, 2020		5,025	$	19.08
Granted		750		21.54
Exercised		(255)		11.29
Forfeited		(25)		24.38
Outstanding at June 30, 2020		5,495		19.75		6.2	$	10
Exercisable at June 30, 2020		4,043		18.54		5.1		10


	Equity Awards					Liability Awards
				Weighted				Weighted
				Average				Average
				Grant-Date				Grant-Date
	Shares			Fair Value		Shares		Fair Value
	(in thousands)					(in thousands)
Nonvested at January 1, 2020		1,640		$	24.61		427	$	24.80
Granted		833			21.93		238		21.53
Vested		(569)	(1)(2)		25.17		(218)		24.64
Forfeited		(4)			25.49		(10)		23.82
Nonvested at June 30, 2020		1,900			23.27		437		23.12

	Three months									Three months
	ended									ended
	March 31, 2021									March 31, 2020
				Tax and									Tax and
	Gross			other(3)			Net			Gross			other(3)			Net
Reconciliation of net income to adjusted net income
Net income							$	100								$	708
Net income attributable to noncontrolling interests								(17	)								(3	)
Business acquisition and integration expenses and purchase accounting inventory adjustments	$	9		$	(2	)		7		$	13		$	(3	)		10
Income from discontinued operations(1)(4)		(1	)		—			(1	)		(1,015	)		238			(777	)
Fair value adjustments to Venator investment		19			—			19			110			—			110
Certain legal and other settlements and related expenses		2			(1	)		1			2			—			2
Gain on sale of businesses/assets		—			—			—			(2	)		—			(2	)
Income from transition services arrangements		(1	)		—			(1	)		—			—			—
Certain nonrecurring information technology project implementation costs		1			—			1			1			—			1
Amortization of pension and postretirement actuarial losses		22			(5	)		17			18			(4	)		14
Plant incident remediation costs		4			(1	)		3			—			—			—
Restructuring, impairment and plant closing and transition costs		24			(6	)		18			3			(1	)		2
Adjusted net income(2)							$	147								$	65

Weighted average shares-basic								220.4									223.2
Weighted average shares-diluted								222.6									223.2

Basic net income attributable to Huntsman Corporation per share:
Income (loss) from continuing operations							$	0.38								$	(0.32	)
Income from discontinued operations								—									3.48
Net income							$	0.38								$	3.16

Diluted net income attributable to Huntsman Corporation per share:
Income (loss) from continuing operations							$	0.37								$	(0.32	)
Income from discontinued operations								—									3.48
Net income							$	0.37								$	3.16

Other non-GAAP measures:
Diluted adjusted net income per share(2)							$	0.66								$	0.29

Net cash provided by operating activities from continuing operations							$	(16	)							$	(40	)
Capital expenditures from continuing operations								(98	)								(61	)
Free cash flow from continuing operations(2)							$	(114	)							$	(101	)

Other cash flow measure:
Taxes paid on sale of businesses(5)							$	—								$	(2	)