Huntsman CORP - Quarter Report: 2021 June (Form 10-Q)

hun20210630_10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 10-Q

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

For the quarterly period ended June 30, 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

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

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

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

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

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

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

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

Huntsman Corporation		☐
Huntsman International LLC		☐

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

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

On July 21, 2021, 221,929,899 shares of common stock of Huntsman Corporation were outstanding and 2,728 units of membership interests of Huntsman International LLC were outstanding. There is no trading market for Huntsman International LLC’s units of membership interests. All of Huntsman International LLC’s units of membership interests are held by Huntsman Corporation.

This Quarterly Report on Form 10-Q presents information for two registrants: Huntsman Corporation and Huntsman International LLC. Huntsman International LLC is a wholly-owned subsidiary of Huntsman Corporation and is the principal operating company of Huntsman Corporation. The information reflected in this Quarterly Report on Form 10-Q is equally applicable to both Huntsman Corporation and Huntsman International LLC, except where otherwise indicated. Huntsman International LLC meets the conditions set forth in General Instructions H(1)(a) and (b) of Form 10-Q and, to the extent applicable, is therefore filing this form with a reduced disclosure format.

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HUNTSMAN CORPORATION AND SUBSIDIARIES

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTERLY PERIOD

ENDED June 30, 2021

TABLE OF CONTENTS

		Page
PART I	FINANCIAL INFORMATION	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 Income (Loss)	6
	Condensed Consolidated Statements of Equity	7
	Condensed Consolidated Statements of Cash Flows	8
	Huntsman International LLC and Subsidiaries:
	Condensed Consolidated Balance Sheets	10
	Condensed Consolidated Statements of Operations	11
	Condensed Consolidated Statements of Comprehensive Income (Loss)	12
	Condensed Consolidated Statements of Equity	13
	Condensed Consolidated Statements of Cash Flows	14
	Huntsman Corporation and Subsidiaries and Huntsman International LLC and Subsidiaries:
	Notes to Condensed Consolidated Financial Statements	16
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	38
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	55
ITEM 4.	Controls and Procedures	55
PART II	OTHER INFORMATION	56
ITEM 1.	Legal Proceedings	56
ITEM 1A.	Risk Factors	56
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	56
ITEM 6.	Exhibits	57

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FORWARD-LOOKING STATEMENTS

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

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

There are a number of risks and uncertainties that could cause our actual results to differ materially from the forward-looking statements contained in or contemplated by this report. Any forward-looking statements should be considered in light of the risks set forth in “Part II. Item 1A. Risk Factors” below and “Part I. Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2020.

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PART I. FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

HUNTSMAN CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In Millions, Except Share and Per Share Amounts)

	*June 30,*			*December 31,*
	*2021*			*2020*
ASSETS
Current assets:
Cash and cash equivalents(a)	$	510		$	1,593
Accounts and notes receivable (net of allowance for doubtful accounts of $28 and $26, respectively), ($278 and $198 pledged as collateral, respectively)(a)		1,110			902
Accounts receivable from affiliates		12			8
Inventories(a)		1,193			848
Other current assets		209			217
Total current assets		3,034			3,568
Property, plant and equipment, net(a)		2,551			2,505
Investment in unconsolidated affiliates		433			373
Intangible assets, net		415			453
Goodwill		744			533
Deferred income taxes		285			288
Operating lease right-of-use assets		426			445
Other noncurrent assets(a)		618			548
Total assets	$	8,506		$	8,713

LIABILITIES AND EQUITY
Current liabilities:
Accounts payable(a)	$	995		$	842
Accounts payable to affiliates		46			34
Accrued liabilities(a)		480			458
Current portion of debt(a)		44			593
Current operating lease liabilities(a)		49			52
Total current liabilities		1,614			1,979
Long-term debt(a)		1,521			1,528
Deferred income taxes		222			212
Noncurrent operating lease liabilities(a)		394			411
Other noncurrent liabilities(a)		870			910
Total liabilities		4,621			5,040
Commitments and contingencies (Notes 15 and 16)
Equity
Huntsman Corporation stockholders’ equity:
Common stock $0.01 par value, 1,200,000,000 shares authorized, 259,431,920 and 258,520,411 shares issued and 220,959,906 and 220,046,262 shares outstanding, respectively		3			3
Additional paid-in capital		4,093			4,048
Treasury stock, 38,477,091 shares		(731	)		(731	)
Unearned stock-based compensation		(34	)		(19	)
Retained earnings		1,714			1,564
Accumulated other comprehensive loss		(1,318	)		(1,346	)
Total Huntsman Corporation stockholders’ equity		3,727			3,519
Noncontrolling interests in subsidiaries		158			154
Total equity		3,885			3,673
Total liabilities and equity	$	8,506		$	8,713

(a)

At June 30, 2021 and December 31, 2020, respectively, $2 each of cash and cash equivalents, $13 and $6 of accounts and notes receivable (net), $55 and $38 of inventories, $164 and $167 of property, plant and equipment (net), $22 and $23 of other noncurrent assets, $142 and $119 of accounts payable, $9 and $13 of accrued liabilities, $41 and $47 of current portion of debt, $6 and $5 of current operating lease liabilities, nil and $3 of long-term debt, $23 and $17 of noncurrent operating lease liabilities and $79 and $82 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.

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HUNTSMAN CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In Millions, Except Per Share Amounts)

	*Three months*						*Six months*
	*ended*						*ended*
	*June 30,*						*June 30,*
	*2021*			*2020*			*2021*			*2020*
Revenues:
Trade sales, services and fees, net	$	1,974		$	1,226		$	3,776		$	2,775
Related party sales		50			21			85			65
Total revenues		2,024			1,247			3,861			2,840
Cost of goods sold		1,593			1,085			3,038			2,381
Gross profit		431			162			823			459
Operating expenses:
Selling, general and administrative		209			186			416			385
Research and development		37			32			75			68
Restructuring, impairment and plant closing costs		11			19			35			22
Gain on sale of India-based DIY business		(28	)		—			(28	)		—
Other operating income, net		(7	)		(6	)		(10	)		(1	)
Total operating expenses		222			231			488			474
Operating income (loss)		209			(69	)		335			(15	)
Interest expense, net		(18	)		(21	)		(37	)		(39	)
Equity in income of investment in unconsolidated affiliates		46			2			84			4
Fair value adjustments to Venator investment		(6	)		4			(25	)		(106	)
Loss on early extinguishment of debt		(27	)		—			(27	)		—
Other income, net		9			7			16			17
Income (loss) from continuing operations before income taxes		213			(77	)		346			(139	)
Income tax (expense) benefit		(42	)		13			(76	)		6
Income (loss) from continuing operations		171			(64	)		270			(133	)
Income from discontinued operations, net of tax		1			5			2			782
Net income (loss)		172			(59	)		272			649
Net income attributable to noncontrolling interests		(16	)		(3	)		(33	)		(6	)
Net income (loss) attributable to Huntsman Corporation	$	156		$	(62	)	$	239		$	643

Basic income (loss) per share:
Income (loss) from continuing operations attributable to Huntsman Corporation common stockholders	$	0.71		$	(0.30	)	$	1.07		$	(0.63	)
Income from discontinued operations attributable to Huntsman Corporation common stockholders, net of tax		—			0.02			0.01			3.53
Net income (loss) attributable to Huntsman Corporation common stockholders	$	0.71		$	(0.28	)	$	1.08		$	2.90
Weighted average shares		220.9			219.7			220.6			221.4

Diluted (loss) income per share:
Income (loss) from continuing operations attributable to Huntsman Corporation common stockholders	$	0.70		$	(0.30	)	$	1.06		$	(0.63	)
Income from discontinued operations attributable to Huntsman Corporation common stockholders, net of tax		—			0.02			0.01			3.53
Net income (loss) attributable to Huntsman Corporation common stockholders	$	0.70		$	(0.28	)	$	1.07		$	2.90
Weighted average shares		222.9			219.7			222.7			221.4

Amounts attributable to Huntsman Corporation common stockholders:
Income (loss) from continuing operations	$	155		$	(67	)	$	237		$	(139	)
Income from discontinued operations, net of tax		1			5			2			782
Net income (loss)	$	156		$	(62	)	$	239		$	643

See accompanying notes to condensed consolidated financial statements.

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HUNTSMAN CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In Millions)

	*Three months*						*Six months*
	*ended*						*ended*
	*June 30,*						*June 30,*
	*2021*			*2020*			*2021*			*2020*
Net income (loss)	$	172		$	(59	)	$	272		$	649
Other comprehensive income, net of tax:
Foreign currency translations adjustments		26			17			(6	)		(56	)
Pension and other postretirement benefits adjustments		16			12			35			64
Other comprehensive income, net of tax		42			29			29			8
Comprehensive income (loss)		214			(30	)		301			657
Comprehensive income attributable to noncontrolling interests		(17	)		(3	)		(34	)		(6	)
Comprehensive income (loss) attributable to Huntsman Corporation	$	197		$	(33	)	$	267		$	651

See accompanying notes to condensed consolidated financial statements.

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HUNTSMAN CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(In Millions, Except Share Amounts)

	*Huntsman Corporation Stockholders' Equity*
																	*Accumulated*
	*Shares*					*Additional*					*Unearned*						*other*			*Noncontrolling*
	*common*			*Common*		*paid-in*		*Treasury*			*stock-based*			*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		—			—		—		—			—			83			—			17			100
Other comprehensive loss		—			—		—		—			—			—			(13	)		—			(13	)
Issuance of nonvested stock awards		—			—		25		—			(25	)		—			—			—			—
Vesting of stock awards		664,818			—		5		—			—			—			—			—			5
Recognition of stock-based compensation		—			—		2		—			6			—			—			—			8
Repurchase and cancellation of awards		(202,961	)		—		—		—			—			(6	)		—			—			(6	)
Stock options exercised		204,005			—		5		—			—			(2	)		—			—			3
Dividends declared on common stock ($0.1625 per share)		—			—		—		—			—			(36	)		—			—			(36	)
Balance, March 31, 2021		220,712,124		$	3	$	4,085	$	(731	)	$	(38	)	$	1,603		$	(1,359	)	$	171		$	3,734
Net income		—			—		—		—			—			156			—			16			172
Other comprehensive income		—			—		—		—			—			—			41			1			42
Vesting of stock awards		3,732			—		—		—			—			—			—			—			—
Recognition of stock-based compensation		—			—		2		—			4			—			—			—			6
Repurchase and cancellation of awards		(19,912	)		—		—		—			—			(1	)		—			—			(1	)
Stock options exercised		263,962			—		6		—			—			(3	)		—			—			3
Dividends declared to noncontrolling interests		—			—		—		—			—			—			—			(30	)		(30	)
Dividends declared on common stock ($0.1875 per share)		—			—		—		—			—			(41	)		—			—			(41	)
Balance, June 30, 2021		220,959,906		$	3	$	4,093	$	(731	)	$	(34	)	$	1,714		$	(1,318	)	$	158		$	3,885

	*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
Net income		—			—		—		—			—			705			—			3		708
Other comprehensive loss		—			—		—		—			—			—			(21	)		—		(21	)
Issuance of nonvested stock awards		—			—		18		—			(18	)		—			—			—		—
Vesting of stock awards		943,026			—		4		—			—			—			—			—		4
Recognition of stock-based compensation		—			—		2		—			5			—			—			—		7
Repurchase and cancellation of awards		(283,975	)		—		—		—			—			(6	)		—			—		(6	)
Stock options exercised		57,209			—		2		—			—			(2	)		—			—		—
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 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

See accompanying notes to condensed consolidated financial statements.

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HUNTSMAN CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Millions)

	*Six months*
	*ended*
	*June 30,*
	*2021*			*2020*
Operating Activities:
Net income	$	272		$	649
Less: Income from discontinued operations, net of tax		(2	)		(782	)
Income (loss) from continuing operations		270			(133	)
Adjustments to reconcile income (loss) from continuing operations to net cash (used in) provided by operating activities from continuing operations:
Equity in income of investment in unconsolidated affiliates		(84	)		(4	)
Unrealized losses on fair value adjustments to Venator investment		25			106
Cash received from return on investment in unconsolidated subsidiary		28			4
Depreciation and amortization		147			136
Noncash lease expense		33			30
Gain on disposal of businesses/assets		(28	)		—
Loss on early extinguishment of debt		27			—
Noncash restructuring and impairment charges		15			—
Deferred income taxes		2			(24	)
Stock-based compensation		16			14
Other, net		(2	)		2
Changes in operating assets and liabilities:
Accounts and notes receivable		(214	)		179
Inventories		(332	)		79
Prepaid expenses		20			17
Other current assets		(8	)		5
Other noncurrent assets		(77	)		(19	)
Accounts payable		173			(196	)
Accrued liabilities		(15	)		(58	)
Taxes paid on sale of Chemical Intermediates Businesses		—			(10	)
Other noncurrent liabilities		(19	)		(83	)
Net cash (used in) provided by operating activities from continuing operations		(23	)		45
Net cash used in operating activities from discontinued operations		(1	)		(40	)
Net cash (used in) provided by operating activities		(24	)		5

Investing Activities:
Capital expenditures		(174	)		(116	)
Cash received from sale of businesses		43			1,915
Acquisition of businesses, net of cash acquired		(242	)		(652	)
Insurance proceeds for recovery of property damage		3			—
Other, net		1			5
Net cash (used in) provided by investing activities		(369	)		1,152

(Continued)

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HUNTSMAN CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(In Millions)

	*Six months*
	*ended*
	*June 30,*
	*2021*			*2020*
Financing Activities:
Net borrowings (repayments) on revolving loan facilities	$	8		$	(172	)
Proceeds from issuance of long-term debt		400			—
Repayments of long-term debt		(962	)		(14	)
Repayments of notes payable		—			(32	)
Debt issuance costs paid		(3	)		—
Dividends paid to noncontrolling interests		(30	)		(24	)
Dividends paid to common stockholders		(78	)		(73	)
Repurchase and cancellation of awards		(7	)		(6	)
Proceeds from issuance of common stock		6			1
Repurchase of common stock		—			(96	)
Costs of early extinguishment of debt		(26	)		—
Other, net		1			(1	)
Net cash used in financing activities		(691	)		(417	)
Effect of exchange rate changes on cash		1			(11	)
(Decrease) increase in cash, cash equivalents and restricted cash		(1,083	)		729
Cash, cash equivalents and restricted cash at beginning of period		1,593			525
Cash, cash equivalents and restricted cash at end of period	$	510		$	1,254

Supplemental cash flow information:
Cash paid for interest	$	47		$	40
Cash paid for income taxes		76			55

For both June 30, 2021 and 2020, the amount of capital expenditures in accounts payable was $59 million. For the six months ended June 30, 2021, the amount of cash paid for taxes in connection with the earnout provision achieved under the terms of the sales agreement of the India-based do-it-yourself (“DIY”) business was $3 million. See “Note 4. Discontinued Operations and Business Dispositions—Sale of India-Based Do-It-Yourself Consumer Adhesives Business.”

See accompanying notes to condensed consolidated financial statements.

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HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In Millions, Except Unit Amounts)

	*June 30,*			*December 31,*
	*2021*			*2020*
ASSETS
Current assets:
Cash and cash equivalents(a)	$	501		$	1,591
Accounts and notes receivable (net of allowance for doubtful accounts of $28 and $26, respectively), ($278 and $198 pledged as collateral, respectively)(a)		1,110			902
Accounts receivable from affiliates		60			47
Inventories(a)		1,193			848
Other current assets		208			223
Total current assets		3,072			3,611
Property, plant and equipment, net(a)		2,551			2,505
Investment in unconsolidated affiliates		433			373
Intangible assets, net		415			453
Goodwill		744			533
Deferred income taxes		285			288
Operating lease right-of-use assets		426			445
Other noncurrent assets(a)		619			548
Total assets	$	8,545		$	8,756

LIABILITIES AND EQUITY
Current liabilities:
Accounts payable(a)	$	994		$	842
Accounts payable to affiliates		49			36
Accrued liabilities(a)		471			455
Current portion of debt(a)		44			593
Current operating lease liabilities(a)		49			52
Total current liabilities		1,607			1,978
Long-term debt(a)		1,521			1,528
Deferred income taxes		225			214
Noncurrent operating lease liabilities(a)		394			411
Other noncurrent liabilities(a)		860			900
Total liabilities		4,607			5,031
Commitments and contingencies (Notes 15 and 16)
Equity
Huntsman International LLC members’ equity:
Members’ equity, 2,728 units issued and outstanding		3,716			3,701
Retained earnings		1,368			1,203
Accumulated other comprehensive loss		(1,304	)		(1,333	)
Total Huntsman International LLC members’ equity		3,780			3,571
Noncontrolling interests in subsidiaries		158			154
Total equity		3,938			3,725
Total liabilities and equity	$	8,545		$	8,756

(a)

See accompanying notes to condensed consolidated financial statements.

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HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In Millions)

	*Three months*						*Six months*
	*ended*						*ended*
	*June 30,*						*June 30,*
	*2021*			*2020*			*2021*			*2020*
Revenues:
Trade sales, services and fees, net	$	1,974		$	1,226		$	3,776		$	2,775
Related party sales		50			21			85			65
Total revenues		2,024			1,247			3,861			2,840
Cost of goods sold		1,593			1,085			3,038			2,381
Gross profit		431			162			823			459
Operating expenses:
Selling, general and administrative		207			185			411			382
Research and development		37			32			75			68
Restructuring, impairment and plant closing costs		11			19			35			22
Gain on sale of India-based DIY business		(28	)		—			(28	)		—
Other operating income, net		(7	)		(6	)		(10	)		(1	)
Total operating expenses		220			230			483			471
Operating income (loss)		211			(68	)		340			(12	)
Interest expense, net		(18	)		(21	)		(37	)		(41	)
Equity in income of investment in unconsolidated affiliates		46			2			84			4
Fair value adjustments to Venator investment		(6	)		4			(25	)		(106	)
Loss on early extinguishment of debt		(27	)		—			(27	)		—
Other income, net		7			6			14			15
Income (loss) from continuing operations before income taxes		213			(77	)		349			(140	)
Income tax (expense) benefit		(41	)		13			(76	)		6
Income (loss) from continuing operations		172			(64	)		273			(134	)
Income from discontinued operations, net of tax		1			5			2			782
Net income (loss)		173			(59	)		275			648
Net income attributable to noncontrolling interests		(16	)		(3	)		(33	)		(6	)
Net income (loss) attributable to Huntsman International LLC	$	157		$	(62	)	$	242		$	642

See accompanying notes to condensed consolidated financial statements.

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HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In Millions)

	*Three months*						*Six months*
	*ended*						*ended*
	*June 30,*						*June 30,*
	*2021*			*2020*			*2021*			*2020*
Net income (loss)	$	173		$	(59	)	$	275		$	648
Other comprehensive income, net of tax:
Foreign currency translations adjustment		25			16			(6	)		(57	)
Pension and other postretirement benefits adjustments		17			13			36			66
Other comprehensive income, net of tax		42			29			30			9
Comprehensive income (loss)		215			(30	)		305			657
Comprehensive income attributable to noncontrolling interests		(17	)		(3	)		(34	)		(6	)
Comprehensive income (loss) attributable to Huntsman International LLC	$	198		$	(33	)	$	271		$	651

See accompanying notes to condensed consolidated financial statements.

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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, 2021		2,728	$	3,701	$	1,203		$	(1,333	)	$	154		$	3,725
Net income		—		—		85			—			17			102
Dividends paid to parent		—		—		(36	)		—			—			(36	)
Other comprehensive loss		—		—		—			(12	)		—			(12	)
Contribution from parent		—		8		—			—			—			8
Balance, March 31, 2021		2,728	$	3,709	$	1,252		$	(1,345	)	$	171		$	3,787
Net income		—		—		157			—			16			173
Dividends paid to parent		—		—		(41	)		—			—			(41	)
Other comprehensive income		—		—		—			41			1			42
Contribution from parent		—		7		—			—			—			7
Dividends declared to noncontrolling interests		—		—		—			—			(30	)		(30	)
Balance, June 30, 2021		2,728	$	3,716	$	1,368		$	(1,304	)	$	158		$	3,938

	*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

See accompanying notes to condensed consolidated financial statements.

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HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Millions)

	*Six months*
	*ended*
	*June 30,*
	*2021*			*2020*
Operating Activities:
Net income	$	275		$	648
Less: Income from discontinued operations, net of tax		(2	)		(782	)
Income (loss) from continuing operations		273			(134	)
Adjustments to reconcile income (loss) from continuing operations to net cash (used in) provided by operating activities from continuing operations:
Equity in income of investment in unconsolidated affiliates		(84	)		(4	)
Unrealized losses on fair value adjustments to Venator investment		25			106
Cash received from return on investment in unconsolidated subsidiary		28			4
Depreciation and amortization		147			136
Noncash lease expense		33			30
Gain on disposal of businesses/assets		(28	)		—
Loss on early extinguishment of debt		27			—
Noncash restructuring and impairment charges		15			—
Deferred income taxes		1			(25	)
Noncash compensation		15			13
Other, net		(4	)		5
Changes in operating assets and liabilities:
Accounts and notes receivable		(214	)		179
Inventories		(332	)		79
Prepaid expenses		19			16
Other current assets		(1	)		12
Other noncurrent assets		(77	)		(19	)
Accounts payable		172			(198	)
Accrued liabilities		(21	)		(64	)
Taxes paid on sale of Chemical Intermediates Businesses		—			(10	)
Other noncurrent liabilities		(17	)		(82	)
Net cash (used in) provided by operating activities from continuing operations		(23	)		44
Net cash used in operating activities from discontinued operations		(1	)		(40	)
Net cash (used in) provided by operating activities		(24	)		4

Investing Activities:
Capital expenditures		(174	)		(116	)
Cash received from sale of businesses		43			1,915
Acquisition of businesses, net of cash acquired		(242	)		(652	)
(Increase) decrease in receivable from affiliate		(8	)		278
Insurance proceeds for recovery of property damage		3			—
Other, net		1			5
Net cash (used in) provided by investing activities		(377	)		1,430

(Continued)

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HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(In Millions)

	*Six months*
	*ended*
	*June 30,*
	*2021*			*2020*
Financing Activities:
Net borrowings (repayments) on revolving loan facilities	$	8		$	(172	)
Proceeds from issuance of long-term debt		400			—
Repayments of long-term debt		(962	)		(14	)
Repayments of notes payable to affiliate		—			(380	)
Repayments of notes payable		—			(32	)
Debt issuance costs paid		(3	)		—
Dividends paid to noncontrolling interests		(30	)		(23	)
Dividends paid to parent		(77	)		(73	)
Costs of early extinguishment of debt		(26	)		—
Other, net		—			(1	)
Net cash used in financing activities		(690	)		(695	)
Effect of exchange rate changes on cash		1			(11	)
(Decrease) increase in cash, cash equivalents and restricted cash		(1,090	)		728
Cash, cash equivalents and restricted cash at beginning of period		1,591			525
Cash, cash equivalents and restricted cash at end of period	$	501		$	1,253

Supplemental cash flow information:
Cash paid for interest	$	47		$	40
Cash paid for income taxes		76			55

For both June 30, 2021 and 2020, the amount of capital expenditures in accounts payable was $59 million. For the six months ended June 30, 2021, the amount of cash paid for taxes in connection with the earnout provision achieved under the terms of the sales agreement of the India-based DIY business was $3 million. See “Note 4. Discontinued Operations and Business Dispositions—Sale of India-Based Do-It-Yourself Consumer Adhesives Business.”

See accompanying notes to condensed consolidated financial statements.

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HUNTSMAN CORPORATION AND SUBSIDIARIES

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. GENERAL

Certain Definitions

For convenience in this report, the terms “Company,” “Huntsman,” “our,” “us” or “we” may be used to refer to Huntsman Corporation and, unless the context otherwise requires, its subsidiaries and predecessors. In this report, “Huntsman International” refers to Huntsman International LLC (our wholly-owned subsidiary).

In this report, we may use, without definition, the common names of competitors or other industry participants. We may also use the common names or abbreviations for certain chemicals or products.

Interim Financial Statements

Our unaudited interim condensed consolidated financial statements and Huntsman International’s unaudited interim condensed consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP” or “U.S. GAAP”) and in management’s opinion reflect all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of results of operations, comprehensive income (loss), financial position and cash flows for the periods presented. Results for interim periods are not necessarily indicative of those to be expected for the full year. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes to consolidated financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2020 for our Company and Huntsman International.

Description of Businesses

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

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

Huntsman Corporation and Huntsman International Financial Statements

Except where otherwise indicated, these notes relate to the condensed consolidated financial statements for both our Company and Huntsman International. The differences between our 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.

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.

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Recent Developments

Senior Notes Refinancing

On May 26, 2021, Huntsman International completed a $400 million offering of its 2.95% senior notes due 2031 (“2031 Senior Notes”). On June 23, 2021, Huntsman International applied the net proceeds from the offering, along with cash on hand, to redeem in full $400 million in aggregate principal amount of its 5.125% senior notes due 2022 (“2022 Senior Notes”) and to pay accrued but unpaid interest of approximately $2 million. In addition, we paid redemption premiums and related fees and expenses of approximately $25 million and recognized a corresponding loss on early extinguishment of debt of $26 million in the second quarter of 2021. For additional information, see “Note 8. Debt—Direct and Subsidiary Debt—Senior Notes.”

Amendments to Accounts Receivable Securitization Programs

On July 1, 2021, we entered into amendments to our U.S. accounts receivable securitization program (“U.S. A/R Program”) and our European accounts receivable securitization program (“EU A/R Program” and collectively with the U.S. A/R Program, “A/R Programs”) that, among other things, extended the scheduled termination dates of our A/R Programs to July 2024. For additional information, see “Note 8. Debt—Direct and Subsidiary Debt—A/R Programs.”

Sale of India-Based Do-It-Yourself Consumer Adhesives Business

On November 3, 2020, we completed the sale of the India-based DIY business to Pidilite Industries Ltd. and received cash of approximately $257 million. Under the terms of the agreement, we may receive up to approximately $28 million of additional cash under an earnout provision if the business achieves within 18 months certain sales revenue targets in line with the DIY business' 2019 performance. The performance criteria of the earnout provision were satisfied in the second quarter of 2021, and we received the full payment of $28 million. As a result, we recognized an additional pretax gain of $28 million in the second quarter, which was recorded in gain on sale of India-based DIY business in our condensed consolidated statements of operations.

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.

2. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

Accounting Pronouncements ADopted During 2021

We adopted the following accounting pronouncement during 2021, which did not have a significant impact on our condensed consolidated financial statements:

●

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

3. BUSINESS COMBINATIONS AND ACQUISITIONS

Acquisition of gaBRIEL Performance Products

On January 15, 2021, we completed the acquisition of Gabriel Performance Products, a North American specialty chemical manufacturer of specialty additives and epoxy curing agents for the coatings, adhesives, sealants and composite end-markets (“Gabriel Acquisition”), from funds affiliated with Audax Private Equity in an all-cash transaction of approximately $251 million, subject to customary closing adjustments. The purchase price was funded from available liquidity, and the acquired business is being integrated into our Advanced Materials segment. Transaction costs related to this acquisition were approximately $2 million for the six months ended June 30, 2021 and were recorded in other operating income, net in our condensed consolidated statements of operations.

We accounted for the Gabriel Acquisition using the acquisition method. As such, we analyzed the fair value of tangible and intangible assets acquired and liabilities assumed. The 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	$	251

Cash	$	9
Accounts receivable		13
Inventories		26
Property, plant and equipment		23
Intangible assets		16
Goodwill		174
Accounts payable		(7	)
Accrued liabilities		(2	)
Deferred income taxes		(1	)
Total fair value of net assets acquired	$	251

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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. 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 a portion of the estimated goodwill arising from the acquisition will be deductible for income tax 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 income of $51 million and $8 million, respectively, for the period from the date of acquisition to June 30, 2021.

Acquisition of CVC Thermoset Specialties

On May 18, 2020, we completed our acquisition of CVC Thermoset Specialties, a North American specialty chemical manufacturer serving the industrial composites, adhesives and coatings markets (“CVC Thermoset Specialties Acquisition”). We acquired the business for $304 million from Emerald Performance Materials LLC, which is majority owned by affiliates of American Securities LLC, in an all-cash transaction funded from available liquidity. The acquired business was integrated into our Advanced Materials segment.

We accounted for the 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 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

Intangible assets acquired consist primarily of trademarks, trade secrets and customer relationships, which are predominantly being amortized over a period of 20 years. The goodwill recognized is attributable primarily to projected future profitable growth in our Advanced Materials specialty portfolio and synergies. None of the goodwill arising from the acquisition is deductible for income tax purposes.

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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 was integrated into our Polyurethanes segment.

We 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	$	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 final 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 acquisition is deductible for income tax purposes.

PRO FORMA INFORMATION FOR ACQUISITIONS

If the Gabriel Acquisition, CVC Thermoset Specialties Acquisition and the Icynene-Lapolla Acquisition were to have occurred on January 1, 2020, the following estimated pro forma revenues, net (loss) income, net (loss) 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*			*2021(1)*		*2020*
Revenues	$	1,276		$	3,865	$	2,951
Net (loss) income		(64	)		260		641
Net (loss) income attributable to Huntsman Corporation		(67	)		227		635

	*Three months*			*Six months*
	*ended*			*ended*
	*June 30,*			*June 30,*
	*2020*			*2021(1)*			*2020*
Revenues	$	1,276		$	3,865	$	2,951
Net (loss) income		(64	)		263		640
Net (loss) income attributable to Huntsman International		(67	)		230		634

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

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4. DISCONTINUED OPERATIONS AND BUSINESS DISPOSITIONS 

S aLE of India-based do-it-Yourself consumer adhesives business

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, 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 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 at fair value with changes in fair value reported in earnings.

For the three months ended June 30, 2021 and 2020, we recorded a net (loss) gain of $( 6) million and $4 million, respectively, and for the six months ended June 30, 2021 and 2020, we recorded net losses of $25 million and $106 million, respectively, to record our investment in Venator and related option to sell our remaining Venator shares at fair value. These net (losses) gains were recorded in “Fair value adjustments to Venator investment” on our condensed consolidated statements of operations.

Summarized financial information of Venator for the three and six months ended June 30, 2020 is as follows (in millions):

	*Three months*			*Six months*
	*ended*			*ended*
	*June 30,*			*June 30,*
	*2020*			*2020*
Revenues	$	456		$	988
Gross profit		45			106
Loss from continuing operations		(16	)		(9	)
Net loss		(16	)		(9	)
Net loss attributable to Venator		(19	)		(12	)

Sale of Chemical Intermediates Businesses

On January 3, 2020, we completed the sale of our chemical intermediates businesses, which included PO/MTBE, and our surfactants business (“Chemical Intermediates Businesses”) to Indorama Ventures Holdings L.P. (“Indorama”) in a transaction valued at approximately $2 billion, 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 million in the first six months of 2020. Also, in connection with this sale, we entered into long-term supply agreements with Indorama to supply us with certain raw materials at market prices.

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			Six months
	ended			ended
	June 30,			June 30,
	2020			2020
Major line items constituting pretax income of discontinued operations(1):
Trade sales, services and fees, net(2)	$	1		$	7
Cost of goods sold(2)		2			11
(Loss) gain on sale of the Chemical Intermediates Businesses		(12	)		978
Insurance proceeds		20			48
Other expense items, net		1			1
Income from discontinued operations before income taxes		6			1,021
Income tax expense		(1	)		(239	)
Net income attributable to discontinued operations	$	5		$	782

(1)	Discontinued operations include our Chemical Intermediates Businesses, our Australian styrenics operations and our North American polymers and base chemicals operations for all periods presented.

(2)	Includes eliminations of trade sales, services and fees, net and cost of sales between continuing operations and discontinued operations.

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5. INVENTORIES

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

	*June 30,*			*December 31,*
	*2021*			*2020*
Raw materials and supplies	$	289		$	180
Work in progress		53			44
Finished goods		887			651
Total		1,229			875
LIFO reserves		(36	)		(27	)
Net inventories	$	1,193		$	848

As of June 30, 2021 and December 31, 2020, approximately 6% and 7%, respectively, of inventories were recorded using the LIFO cost method.

6. VARIABLE INTEREST ENTITIES

We evaluate our investments and transactions to identify variable interest entities for which we are the primary beneficiary. We hold a variable interest in the following joint ventures for which we are the primary beneficiary:

●

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

●

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

During the six months ended June 30, 2021, there were no changes in our variable interest entities.

Creditors of these entities have no recourse to our general credit. See “Note 8. Debt—Direct and Subsidiary Debt.” As the primary beneficiary of these variable interest entities at June 30, 2021, the joint ventures’ assets, liabilities and results of operations are included in our condensed consolidated financial statements.

The following table summarizes the carrying amount of our variable interest entities’ assets and liabilities included in our condensed consolidated balance sheet as of June 30, 2021 and our consolidated balance sheet as of December 31, 2020 (dollars in millions):

	*June 30,*		*December 31,*
	*2021*		*2020*
Current assets	$	74	$	49
Property, plant and equipment, net		164		167
Operating lease right-of-use assets		28		22
Other noncurrent assets		152		138
Deferred income taxes		30		30
Total assets	$	448	$	406
Current liabilities	$	198	$	183
Long-term debt		—		3
Noncurrent operating lease liabilities		23		17
Other noncurrent liabilities		79		82
Deferred income taxes		1		1
Total liabilities	$	301	$	286

The revenues, income from continuing operations before income taxes and net cash provided by operating activities for our variable interest entities for the three and six months ended June 30, 2021 and 2020 are as follows (dollars in millions):

	*Three months*				*Six months*
	*ended*				*ended*
	*June 30,*				*June 30,*
	*2021*		*2020*		*2021*		*2020*
Revenues	$	—	$	—	$	—	$	—
Income from continuing operations before income taxes		7		—		7		1
Net cash provided by operating activities		4		8		8		14

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7. RESTRUCTURING, IMPAIRMENT AND PLANT CLOSING COSTS

As of June 30, 2021 and December 31, 2020, accrued restructuring costs by type of cost and initiative consisted of the following (dollars in millions):

	*Workforce reductions*			*Non-cancelable lease and contract termination costs*		*Other restructuring costs*			*Total*
Accrued liabilities as of January 1, 2021	$	29		$	2	$	—		$	31
2021 charges for 2020 and prior initiatives		14			—		4			18
2021 charges for 2021 initiatives		2			—		—			2
2021 payments for 2020 and prior initiatives		(8	)		—		(3	)		(11	)
Accrued liabilities as of June 30, 2021	$	37		$	2	$	1		$	40

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

				*Performance*			*Advanced*			*Textile*			*Corporate*
	*Polyurethanes*			*Products*			*Materials*			*Effects*			*and Other*			*Total*
Accrued liabilities as of January 1, 2021	$	12		$	2		$	9		$	8		$	—		$	31
2021 charges (credits) for 2020 and prior initiatives		5			—			(1	)		(1	)		15			18
2021 charges for 2021 initiatives		—			—			2			—			—			2
2021 payments for 2020 and prior initiatives		(3	)		(1	)		(3	)		(1	)		(3	)		(11	)
Accrued liabilities as of June 30, 2021	$	14		$	1		$	7		$	6		$	12		$	40

Current portion of restructuring reserves	$	14		$	1		$	4		$	3		$	2		$	24
Long-term portion of restructuring reserves		—			—			3			3			10			16

Details with respect to cash and noncash restructuring charges from continuing operations for the three and six months ended June 30, 2021 and 2020 are provided below (dollars in millions):

	*Three months*				*Six months*
	*ended*				*ended*
	*June 30,*				*June 30,*
	*2021*		*2020*		*2021*		*2020*
Cash charges:
2021 charges for 2020 and prior initiatives	$	4	$	—	$	18	$	—
2021 charges for 2021 initiatives		—		—		2		—
2020 charges for 2019 and prior initiatives		—		2		—		3
2020 charges for 2020 initiatives		—		17		—		19
Noncash charges:
Other noncash charges		7		—		15		—
Total restructuring, impairment and plant closing costs	$	11	$	19	$	35	$	22

2021 Restructuring Activities

Beginning in the first quarter of 2021, our Corporate and other segment incurred restructuring costs related to a restructuring program to optimize our global approach to leveraging shared services capabilities. In connection with this restructuring program, we recorded restructuring expense of approximately $15 million in the six months ended June 30, 2021 related primarily to workforce reductions, and we expect to record further restructuring expenses of approximately $2 million through 2023.

Beginning in the third quarter of 2020, our Polyurethanes segment implemented a restructuring program to optimize its downstream footprint. In connection with this restructuring program, we recorded restructuring expense of approximately $6 million in the six months ended June 30, 2021 related primarily to workforce reductions, and we expect to record further restructuring expenses of between approximately $12 million and $14 million through year end 2021.

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2020 Restructuring Activities

During the second quarter of 2020, our Polyurethanes segment implemented a restructuring program to reorganize its spray polyurethane foam business to better position this business for efficiencies and growth in coming years. In connection with this restructuring program, we recorded restructuring expense of approximately $2 million in the second quarter of 2020 related primarily to workforce reductions.

During the second quarter of 2020, our Performance Products segment implemented a restructuring program, primarily related to workforce reductions, in response to the sale of our Chemical Intermediates Businesses to Indorama. In connection with this restructuring program, we recorded restructuring expense of approximately $4 million in the second quarter of 2020.

During the second quarter of 2020, our Advanced Materials segment implemented restructuring programs, primarily related to workforce reductions in connection with the CVC Thermoset Specialties Acquisition. In connection with these restructuring programs, we recorded restructuring expense of approximately $4 million in the second quarter of 2020.

During the first quarter of 2020, our Textile Effects segment implemented restructuring programs to rationalize and realign structurally across various functions and certain locations within the segment. In connection with these restructuring programs, we recorded restructuring expense of approximately $10 million for the six months ended June 30, 2020, related primarily to workforce reductions.

8. DEBT

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

	*June 30,*		*December 31,*
	*2021*		*2020*
Senior Credit Facilities:
Revolving facility	$	—	$	—
Amounts outstanding under A/R programs		—		—
Senior notes		1,491		2,047
Variable interest entities		41		50
Other		33		24
Total debt	$	1,565	$	2,121
Current portion of debt	$	44	$	593
Long-term portion of debt		1,521		1,528
Total debt	$	1,565	$	2,121

Direct and Subsidiary Debt

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

Certain of our subsidiaries have third-party debt agreements that contain certain restrictions with regard to dividends, distributions, loans or advances. In certain circumstances, the consent of a third party would be required prior to the transfer of any cash or assets from these subsidiaries to us.

Debt Issuance Costs

We record debt issuance costs related to a debt liability on the balance sheet as a reduction to the face amount of that debt liability. For June 30, 2021 and December 31, 2020, the amount of debt issuance costs directly reducing the debt liability was $10 million and $9 million, respectively. We record the amortization of debt issuance costs as interest expense.

Revolving Credit Facility

As of June 30, 2021, our $1.2 billion senior unsecured revolving credit facility (“Revolving Credit Facility”) was as follows (monetary amounts in millions):

Unamortized

Discounts and

Committed

Principal

Debt Issuance

Carrying

Facility

Amount

Outstanding

Costs

Value

Interest Rate(2)

Maturity

Revolving Credit Facility

1,200

—

(1)

—

(1)

—

(1)

USD LIBOR plus 1.50%

2023

(1)	On June 30, 2021, we had an additional $4 million (U.S. dollar equivalents) of letters of credit and bank guarantees issued and outstanding under our Revolving Credit Facility.

(2)	Interest rates on borrowings under the Revolving Credit Facility vary based on the type of loan and Huntsman International’s debt ratings. The then applicable interest rate as of June 30, 2021 was 1.50% above LIBOR.

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A/R Programs

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

Information regarding our A/R Programs as of June 30, 2021 was as follows (monetary amounts in millions):

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

€

—

Applicable rate plus 1.30%

(or approximately $119)

(1)

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

(2)	The applicable rate for our U.S. A/R Program is defined by the lender as USD LIBOR. The applicable rate for our EU A/R Program is either GBP LIBOR, USD LIBOR or EURIBOR.

(3)	As of June 30, 2021, we had approximately $7 million (U.S. dollar equivalents) of letters of credit issued and outstanding under our U.S. A/R Program.

As of June 30, 2021 and December 31, 2020, $278 million and $198 million, respectively, of accounts receivable were pledged as collateral under our A/R Programs.

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

Senior Notes

On January 15, 2021, Huntsman International 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 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 $15 million in the first quarter of 2021 related to foreign currency exchange gains.

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

The 2031 Senior Notes bear interest at 2.95% per year, payable semi‑annually on June 15 and December 15 of each year, and will mature on June 15, 2031. Huntsman International may redeem the 2031 Senior Notes in whole or in part at any time prior to March 15, 2031 at a price equal to 100% of the principal amount thereof plus a “make‑whole” premium as of, and accrued and unpaid interest, if any, to, but not including, the date of redemption. Huntsman International may redeem the 2031 Senior Notes at any time in whole or from time to time in part, on or after March 15, 2031 at a price equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to, but not including, the date of redemption.

Note Payable from Huntsman International to Huntsman Corporation

During the first quarter of 2020, our intercompany loan of $380 million to our subsidiary Huntsman International was repaid to us in full.

Compliance with Covenants

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

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9. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

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

Our revenues and expenses are denominated in various foreign currencies, and our cash flows and earnings are thus subject to fluctuations due to exchange rate variations. From time to time, we may enter into foreign currency derivative instruments to minimize the short-term impact of movements in foreign currency rates. Where practicable, we generally net multicurrency cash balances among our subsidiaries to help reduce exposure to foreign currency exchange rates. Certain other exposures may be managed from time to time through financial market transactions, principally through the purchase of spot or forward foreign exchange contracts (generally with maturities of one year or less). We do not hedge our foreign currency exposures in a manner that would eliminate the effect of changes in exchange rates on our cash flows and earnings. As of June 30, 2021, we had approximately $185 million in notional amount (in U.S. dollar equivalents) outstanding in forward foreign currency contracts.

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

We review our non-U.S. dollar denominated debt and derivative instruments to determine the appropriate amounts designated as hedges. As of June 30, 2021, we have designated approximately €85 million (approximately $101 million) of euro-denominated debt as a hedge of our net investment. For the six months ended June 30, 2021 and June 30, 2020, the amount recognized on the hedge of our net investment was a loss of $4 million and a gain of $2 million, respectively, and were recorded in other comprehensive income in our condensed consolidated statements of comprehensive income (loss).

10. FAIR VALUE

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

	*June 30, 2021*						*December 31, 2020*
	*Carrying*			*Estimated*			*Carrying*			*Estimated*
	*Value*			*Fair Value*			*Value*			*Fair Value*
Non-qualified employee benefit plan investments	$	22		$	22		$	26		$	26
Investment in Venator		46			46			32			32
Option agreement for remaining Venator shares		(26	)		(26	)		11			11
Long-term debt (including current portion)		(1,565	)		(1,738	)		(2,121	)		(2,334	)

The carrying amounts reported in the balance sheets of cash and cash equivalents, accounts receivable and accounts payable approximate fair value because of the immediate or short-term maturity of these financial instruments. Our investment in Venator is marked to fair value, which is obtained through market observable pricing using prevailing market prices (Level 1). Additionally, the estimated fair value of the option agreement related to the remaining ordinary shares we hold in Venator is based on a valuation technique using market observable inputs (Level 2). See “Note 4. Discontinued Operations and Business Dispositions—Sale of Venator Interest.” The fair values of non-qualified employee benefit plan investments are obtained through market observable pricing using prevailing market prices (Level 1). The estimated fair values of our long-term debt are based on quoted market prices for the identical liability when traded in an active market (Level 1). The fair value estimates presented herein are based on pertinent information available to management as of June 30, 2021 and December 31, 2020. Although we are not aware of any factors that would significantly affect the estimated fair value amounts, such amounts have not been comprehensively revalued for purposes of these financial statements since June 30, 2021, and current estimates of fair value may differ significantly from the amounts presented herein.

During the six months ended June 30, 2021, there were no instruments measured at fair value on a recurring basis using significant unobservable inputs (Level 3), and there were no gains or losses (realized and unrealized) included in earnings for instruments categorized as Level 3 within the fair value hierarchy.

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11. REVENUE RECOGNITION

The following tables disaggregate our revenue from continuing operations by major source for the three months ended June 30, 2021 and 2020 (dollars in millions):

			*Performance*		*Advanced*		*Textile*		*Corporate and*
2021	*Polyurethanes*		*Products*		*Materials*		*Effects*		*Eliminations*			*Total*
Primary Geographic Markets(1)
U.S. and Canada	$	430	$	157	$	89	$	12	$	(6	)	$	682
Europe		293		100		110		35		(2	)		536
Asia Pacific		340		97		74		130		—			641
Rest of world		92		17		26		30		—			165
	$	1,155	$	371	$	299	$	207	$	(8	)	$	2,024

Major Product Groupings
MDI urethanes	$	1,155										$	1,155
Differentiated			$	371									371
Specialty					$	274							274
Non-specialty						25							25
Textile chemicals and dyes							$	207					207
Eliminations									$	(8	)		(8	)
	$	1,155	$	371	$	299	$	207	$	(8	)	$	2,024

			*Performance*		*Advanced*		*Textile*		*Corporate and*
2020	*Polyurethanes*		*Products*		*Materials*		*Effects*		*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 and dyes							$	102					102
Eliminations									$	(5	)		(5	)
	$	730	$	228	$	192	$	102	$	(5	)	$	1,247

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The following tables disaggregate our revenue from continuing operations by major source for the six months ended June 30, 2021 and 2020 (dollars in millions):

			*Performance*		*Advanced*		*Textile*		*Corporate and*
2021	*Polyurethanes*		*Products*		*Materials*		*Effects*		*Eliminations*			*Total*
Primary Geographic Markets(1)
U.S. and Canada	$	801	$	277	$	172	$	25	$	(9	)	$	1,266
Europe		572		177		209		66		(5	)		1,019
Asia Pacific		676		188		145		249		—			1,258
Rest of world		174		34		51		60		(1	)		318
	$	2,223	$	676	$	577	$	400	$	(15	)	$	3,861

Major Product Groupings
MDI urethanes	$	2,223										$	2,223
Differentiated			$	676									676
Specialty					$	519							519
Non-specialty						58							58
Textile chemicals and dyes							$	400					400
Eliminations									$	(15	)		(15	)
	$	2,223	$	676	$	577	$	400	$	(15	)	$	3,861

			*Performance*		*Advanced*		*Textile*		*Corporate and*
2020	*Polyurethanes*		*Products*		*Materials*		*Effects*		*Eliminations*			*Total*
Primary Geographic Markets(1)
U.S. and Canada	$	665	$	229	$	115	$	24	$	(11	)	$	1,022
Europe		428		127		173		51		(1	)		778
Asia Pacific		409		131		107		165		—			812
Rest of world		116		33		38		42		(1	)		228
	$	1,618	$	520	$	433	$	282	$	(13	)	$	2,840

Major Product Groupings
MDI urethanes	$	1,618										$	1,618
Differentiated			$	520									520
Specialty					$	383							383
Non-specialty						50							50
Textile chemicals and dyes							$	282					282
Eliminations									$	(13	)		(13	)
	$	1,618	$	520	$	433	$	282	$	(13	)	$	2,840

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

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12. EMPLOYEE BENEFIT PLANS

Components of the net periodic benefit costs from continuing operations for the three and six months ended June 30, 2021 and 2020 were as follows (dollars in millions):

Huntsman Corporation

							*Other Postretirement*
	*Defined Benefit Plans*						*Benefit Plans*
	*Three months*						*Three months*
	*ended*						*ended*
	*June 30,*						*June 30,*
	*2021*			*2020*			*2021*			*2020*
Service cost	$	14		$	12		$	—		$	1
Interest cost		12			16			1			—
Expected return on assets		(42	)		(42	)		—			—
Amortization of prior service benefit		(1	)		(1	)		(1	)		(1	)
Amortization of actuarial loss		23			19			—			—
Net periodic benefit cost	$	6		$	4		$	—		$	—

							*Other Postretirement*
	*Defined Benefit Plans*						*Benefit Plans*
	*Six months*						*Six months*
	*ended*						*ended*
	*June 30,*						*June 30,*
	*2021*			*2020*			*2021*			*2020*
Service cost	$	28		$	26		$	—		$	1
Interest cost		24			31			1			1
Expected return on assets		(84	)		(85	)		—			—
Amortization of prior service benefit		(3	)		(3	)		(2	)		(2	)
Amortization of actuarial loss		46			39			1			—
Settlement loss		3			—			—			—
Net periodic benefit cost	$	14		$	8		$	—		$	—

Huntsman International

							*Other Postretirement*
	*Defined Benefit Plans*						*Benefit Plans*
	*Three months*						*Three months*
	*ended*						*ended*
	*June 30,*						*June 30,*
	*2021*			*2020*			*2021*			*2020*
Service cost	$	14		$	12		$	—		$	1
Interest cost		12			16			1			—
Expected return on assets		(42	)		(42	)		—			—
Amortization of prior service benefit		(1	)		(1	)		(1	)		(1	)
Amortization of actuarial loss		23			20			—			—
Net periodic benefit cost	$	6		$	5		$	—		$	—

							*Other Postretirement*
	*Defined Benefit Plans*						*Benefit Plans*
	*Six months*						*Six months*
	*ended*						*ended*
	*June 30,*						*June 30,*
	*2021*			*2020*			*2021*			*2020*
Service cost	$	28		$	26		$	—		$	1
Interest cost		24			31			1			1
Expected return on assets		(84	)		(85	)		—			—
Amortization of prior service benefit		(3	)		(3	)		(2	)		(2	)
Amortization of actuarial loss		47			41			1			—
Settlement loss		3			—			—			—
Net periodic benefit cost	$	15		$	10		$	—		$	—

During the six months ended June 30, 2021 and 2020, we made contributions to our pension and other postretirement benefit plans of $28 million and $46 million, respectively. During the remainder of 2021, we expect to contribute an additional amount of approximately $29 million to these plans.

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13. HUNTSMAN CORPORATION STOCKHOLDERS’ EQUITY

Share Repurchase Program

On February 7, 2018 and on May 3, 2018, our Board of Directors collectively authorized us to repurchase up to an aggregate of $1 billion in shares of our common stock. The share repurchase program is supported by our free cash flow generation. 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. Subsequent to the end of the first quarter of 2020, we suspended share repurchases under our existing share repurchase program in order to enhance our liquidity position in response to COVID-19.

Dividends on Common Stock

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. During the quarters ended June 30, 2021 and June 30, 2020, we paid $41 million and $36 million, respectively, or $0.1875 and $0.1625 per share, respectively, to common stockholders. During the quarters ended and March 31, 2021 and March 31, 2020, we paid $36 million and $37 million, respectively, or $0.1625 per share each to common stockholders.

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

				*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		(6	)		—			—		—		(6	)		(1	)		(7	)
Tax expense		—			—			—		—		—			—			—
Amounts reclassified from accumulated other comprehensive loss, gross(c)		—			45			—		—		45			—			45
Tax expense		—			(10	)		—		—		(10	)		—			(10	)
Net current-period other comprehensive (loss) income		(6	)		35			—		—		29			(1	)		28
Ending balance, June 30, 2021	$	(334	)	$	(1,015	)	$	8	$	4	$	(1,337	)	$	19		$	(1,318	)

(a)	Amounts are net of tax of $56 as of both June 30, 2021 and January 1, 2021.

(b)	Amounts are net of tax of $143 and $153 as of June 30, 2021 and January 1, 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		(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	)

(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.

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	*Three Months Ended June 30,*
	*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	$	(2	)	$	(2	)	(b)
Actuarial loss		23			19		(b)(d)
		21			17		Total before tax
		(5	)		(3	)	Income tax expense
Total reclassifications for the period	$	16		$	14		Net of tax

	*Six Months Ended June 30,*
	*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	$	(5	)	$	(5	)	(b)
Settlement loss		3			41		(c)
Actuarial loss		47			39		(b)(d)
		45			75		Total before tax
		(10	)		(17	)	Income tax expense
Total reclassifications for the period	$	35		$	58		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 months ended June 30, 2020.

(d)

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

Huntsman International

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

(a)	Amounts are net of tax of $43 for both June 30, 2021 and January 1, 2021.

(b)	Amounts are net of tax of $168 and $178 as of June 30, 2021 and January 1, 2021, respectively.

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

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				*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	$	—	$	(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	)

(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 30, 2020 and January 1, 2020, respectively.

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

	*Three Months Ended June 30,*
	*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	$	(2	)	$	(2	)	(b)
Actuarial loss		23			20		(b)(d)
		21			18		Total before tax
		(4	)		(3	)	Income tax expense
Total reclassifications for the period	$	17		$	15		Net of tax

	*Six Months Ended June 30,*
	*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	$	(5	)	$	(5	)	(b)
Settlement loss		3			41		(c)
Actuarial loss		48			41		(b)(d)
		46			77		Total before tax
		(10	)		(17	)	Income tax expense
Total reclassifications for the period	$	36		$	60		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 months ended June 30, 2020.

(d)

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15. COMMITMENTS AND CONTINGENCIES

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

We may incur future costs for capital improvements and general compliance under environmental, health and safety (“EHS”) laws, including costs to acquire, maintain and repair pollution control equipment. For the six months ended June 30, 2021 and 2020, our capital expenditures for EHS matters totaled $16 million and $12 million, respectively. Because capital expenditures for these matters are subject to evolving regulatory requirements and depend, in part, on the timing, promulgation and enforcement of specific requirements, our capital expenditures for EHS matters have varied significantly from year to year and we cannot provide assurance that our recent expenditures are indicative of future amounts we may spend related to EHS and other applicable laws.

Environmental Reserves

We have accrued liabilities relating to anticipated environmental cleanup obligations, site reclamation and closure costs and known penalties. Liabilities are recorded when potential liabilities are either known or considered probable and can be reasonably estimated. Our liability estimates are calculated using present value techniques as appropriate and are based upon requirements placed upon us by regulators, available facts, existing technology and past experience. The environmental liabilities do not include amounts recorded as asset retirement obligations. We had accrued $4 million for environmental liabilities for both June 30, 2021 and December 31, 2020. Of these amounts, $1 million was classified as accrued liabilities in our condensed consolidated balance sheets as of both June 30, 2021 and December 31, 2020, and $3 million were classified as other noncurrent liabilities in our condensed consolidated balance sheets as of both June 30, 2021 and December 31, 2020. In certain cases, our remediation liabilities may be payable over periods of up to 30 years. We may incur losses for environmental remediation in excess of the amounts accrued; however, we are not able to estimate the amount or range of such potential excess.

Environmental Matters

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

Under the Resource Conservation and Recovery Act (“RCRA”) in the U.S. and similar state laws, we may be required to remediate contamination originating from our properties as 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. At this time, we are unable to reasonably estimate our potential liabilities at this site.

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17. STOCK-BASED COMPENSATION PLANS

As of June 30, 2021, we had approximately 7 million shares remaining under the stock-based compensation plans available for grant. Option awards have a maximum contractual term of 10 years and generally must have an exercise price at least equal to the market price of our common stock on the date the option award is granted. Outstanding stock-based awards generally vest annually over a three-year period.

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,*
	*2021*		*2020*		*2021*		*2020*
Huntsman Corporation compensation cost	$	7	$	7	$	16	$	14
Huntsman International compensation cost		7		7		15		13

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 each for the six months ended June 30, 2021 and 2020.

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,*
	*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, 2021 and 2020, no stock options were granted.

A summary of stock option activity under the stock-based compensation plans as of June 30, 2021 and changes during the six months then ended is presented below:

						*Weighted*
				*Weighted*		*Average*
				*Average*		*Remaining*		*Aggregate*
				*Exercise*		*Contractual*		*Intrinsic*
Option Awards	*Shares*			*Price*		*Term*		*Value*
	(in thousands)					(years)		(in millions)
Outstanding at January 1, 2021		4,815		$	20.37
Granted		304			28.58
Exercised		(642	)		17.55
Forfeited		(29	)		22.46
Outstanding at June 30, 2021		4,448			21.33		6.1	$	26
Exercisable at June 30, 2021		3,354			20.52		5.3		23

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The weighted-average grant-date fair value of stock options granted during the six months ended June 30, 2021 was $11.48 per option. As of June 30, 2021, there was $8 million of total unrecognized compensation cost related to nonvested stock option arrangements granted under the stock-based compensation plans. That cost is expected to be recognized over a weighted-average period of approximately 1.9 years.

The total intrinsic value of stock options exercised during the six months ended June 30, 2021 and 2020 was approximately $8 million and $2 million, respectively. Cash received from stock options exercised during each of the six months ended June 30, 2021 and 2020 was approximately $6 million and $1 million, respectively. The cash tax benefit from stock options exercised during each of the six months ended June 30, 2021 and 2020 was approximately $2 million and $1 million, respectively.

Nonvested Shares

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

The fair value of each performance share unit award is estimated using a Monte Carlo simulation model that uses various assumptions, including an expected volatility rate and a risk-free interest rate. For the six months ended June 30, 2021 and 2020, the weighted-average expected volatility rate was 44.8% and 34.0%, respectively, and the weighted average risk-free interest rate was 0.2% and 1.4%, respectively. For the performance share unit awards granted in the six months ended June 30, 2021 and 2020, the number of shares earned varies based upon the Company achieving certain performance criteria over a three-year performance period. The performance criteria are total stockholder return of our common stock relative to the total stockholder return of a specified industry peer group for the three-year performance periods.

A summary of the status of our nonvested shares as of June 30, 2021 and changes during the six 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, 2021		1,867			$	23.18		411		$	23.08
Granted		833				31.15		184			28.58
Vested		(514	)	⁽¹⁾⁽²⁾		28.24		(189	)		24.55
Forfeited		(7	)			22.84		(9	)		23.73
Nonvested at June 30, 2021		2,179				25.05		397			24.91

(1)

As of June 30, 2021, a total of 457,294 restricted stock units were vested but not yet issued, of which 30,438 vested during the six months ended June 30, 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)

A total of 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, 2020. During the six months ended June 30, 2021, only 76,055 performance share unit awards with a grant date fair value of $41.93 were issued related to this vest due to the target performance criteria not being met.

As of June 30, 2021, there was $40 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 years. The value of share awards that vested during the six months ended June 30, 2021 and 2020 was $18 million and $24 million, respectively.

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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.

During the six months ended June 30, 2021 and 2020, there was no tax benefit or expense recognized in connection with the net losses of $25 million and $106 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 year-to-date fair value losses incurred in 2020 or 2021. As a significant, unusual and non-operating item, these amounts were treated discretely and excluded from the annual effective tax rate calculation for interim reporting.

Huntsman Corporation

We recorded income tax (expense) benefit from continuing operations of $(76) million and $6 million for the six months ended June 30, 2021 and 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.

Huntsman International

Huntsman International recorded income tax (expense) benefit from continuing operations of $(76) million and $6 million for the six months ended June 30, 2021 and 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.

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 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,*
	*2021*		*2020*			*2021*		*2020*
Numerator:
Basic and diluted income (loss) from continuing operations:
Income (loss) from continuing operations attributable to Huntsman Corporation	$	155	$	(67	)	$	237	$	(139	)
Basic and diluted net income:
Net income (loss) attributable to Huntsman Corporation	$	156	$	(62	)	$	239	$	643
Denominator:
Weighted average shares outstanding		220.9		219.7			220.6		221.4
Dilutive shares:
Stock-based awards		2.0		—			2.1		—
Total weighted average shares outstanding, including dilutive shares		222.9		219.7			222.7		221.4

Additional stock-based awards of approximately 1.0 million and 6.6 million weighted average equivalent shares of stock were outstanding during the three months ended June 30, 2021 and 2020, respectively, and approximately 1.4 and 6.3 million weighted average shares of stock were outstanding during the six months ended June 30, 2021 and 2020, 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, 2021 and 2020 because the effect would be anti-dilutive.

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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 four 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.

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; specialty nitrile latex, alkyd resins and carbon nano materials
Textile Effects		Textile chemicals and dyes

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,*
	*2021*			*2020*			*2021*			*2020*
Revenues:
Polyurethanes	$	1,155		$	730		$	2,223		$	1,618
Performance Products		371			228			676			520
Advanced Materials		299			192			577			433
Textile Effects		207			102			400			282
Corporate and eliminations		(8	)		(5	)		(15	)		(13	)
Total	$	2,024		$	1,247		$	3,861		$	2,840

Huntsman Corporation:
Segment adjusted EBITDA(1):
Polyurethanes	$	208		$	31		$	415		$	115
Performance Products		88			29			151			87
Advanced Materials		58			30			102			78
Textile Effects		28			(4	)		53			16
Corporate and other(2)		(48	)		(32	)		(98	)		(77	)
Total		334			54			623			219
Reconciliation of adjusted EBITDA to net income (loss):
Interest expense, net—continuing operations		(18	)		(21	)		(37	)		(39	)
Income tax (expense) benefit—continuing operations		(42	)		13			(76	)		6
Income tax expense—discontinued operations		—			(1	)		—			(239	)
Depreciation and amortization—continuing operations		(73	)		(69	)		(147	)		(136	)
Net income attributable to noncontrolling interests		16			3			33			6
Other adjustments:
Business acquisition and integration expenses and purchase accounting inventory adjustments		(5	)		(8	)		(14	)		(21	)
EBITDA from discontinued operations(3)		1			6			2			1,021
Fair value adjustments to Venator investment		(6	)		4			(25	)		(106	)
Loss on early extinguishment of debt		(27	)		—			(27	)		—
Certain legal and other settlements and related expenses		(8	)		(4	)		(10	)		(6	)
Gain (loss) on sale of businesses/assets		30			(1	)		30			1
Income from transition services arrangements		3			5			4			5
Certain nonrecurring information technology project implementation costs		(3	)		(1	)		(4	)		(2	)
Amortization of pension and postretirement actuarial losses		(21	)		(19	)		(43	)		(37	)
Plant incident remediation credits (costs)		3			(1	)		(1	)		(1	)
Restructuring, impairment and plant closing and transition costs		(12	)		(19	)		(36	)		(22	)
Net income (loss)	$	172		$	(59	)	$	272		$	649

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	*Three months*						*Six months*
	*ended*						*ended*
	*June 30,*						*June 30,*
	*2021*			*2020*			*2021*			*2020*
Huntsman International:
Segment adjusted EBITDA(1):
Polyurethanes	$	208		$	31		$	415		$	115
Performance Products		88			29			151			87
Advanced Materials		58			30			102			78
Textile Effects		28			(4	)		53			16
Corporate and other(2)		(46	)		(30	)		(93	)		(74	)
Total		336			56			628			222
Reconciliation of adjusted EBITDA to net income (loss):
Interest expense, net—continuing operations		(18	)		(21	)		(37	)		(41	)
Income tax (expense) benefit—continuing operations		(41	)		13			(76	)		6
Income tax expense—discontinued operations		—			(1	)		—			(239	)
Depreciation and amortization—continuing operations		(74	)		(69	)		(147	)		(136	)
Net income attributable to noncontrolling interests		16			3			33			6
Other adjustments:
Business acquisition and integration expenses and purchase accounting inventory adjustments		(5	)		(8	)		(14	)		(21	)
EBITDA from discontinued operations(3)		1			6			2			1,021
Fair value adjustments to Venator investment		(6	)		4			(25	)		(106	)
Loss on early extinguishment of debt		(27	)		—			(27	)		—
Certain legal and other settlements and related expenses		(8	)		(4	)		(10	)		(6	)
Gain (loss) on sale of businesses/assets		30			(1	)		30			1
Income from transition services arrangements		3			5			4			5
Certain nonrecurring information technology project implementation costs		(3	)		(1	)		(4	)		(2	)
Amortization of pension and postretirement actuarial losses		(22	)		(21	)		(45	)		(39	)
Plant incident remediation credits (costs)		3			(1	)		(1	)		(1	)
Restructuring, impairment and plant closing and transition costs		(12	)		(19	)		(36	)		(22	)
Net income (loss)	$	173		$	(59	)	$	275		$	648

(1)

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

(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.

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

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, 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 months ended June 30, 2021 and 2020 were $3,861 million and $2,840 million, respectively.

Recent Developments

Senior Notes Refinancing

On May 26, 2021, Huntsman International completed a $400 million offering of its 2031 Senior Notes. On June 23, 2021, Huntsman International applied the net proceeds from the offering, along with cash on hand, to redeem in full $400 million in aggregate principal amount of its 2022 Senior Notes and to pay accrued but unpaid interest of approximately $2 million. In addition, we paid redemption premiums and related fees and expenses of approximately $25 million and recognized a corresponding loss on early extinguishment of debt of $26 million in the second quarter of 2021. For additional information, see “Note 8. Debt—Direct and Subsidiary Debt—Senior Notes” to our condensed consolidated financial statements.

Amendments to Accounts Receivable Securitization Programs

On July 1, 2021, we entered into amendments to our A/R Programs that, among other things, extended the scheduled termination dates of our A/R Programs to July 2024. For additional information, see “Note 8. Debt—Direct and Subsidiary Debt—A/R Programs” to our condensed consolidated financial statements.

Sale of India-Based Do-It-Yourself Consumer Adhesives Business

On November 3, 2020, we completed the sale of the India-based DIY business to Pidilite Industries Ltd. and received cash of approximately $257 million. Under the terms of the agreement, we may receive up to approximately $28 million of additional cash under an earnout provision if the business achieves within 18 months certain sales revenue targets in line with the DIY business' 2019 performance. The performance criteria of the earnout provision were satisfied in the second quarter of 2021, and we received the full payment of $28 million. As a result, we recognized an additional pretax gain of $28 million in the second quarter, which was recorded in gain on sale of India-based DIY business in our condensed consolidated statements of operations.

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Outlook

We expect the following factors to impact our operating segments:

Polyurethanes:

●

Third quarter 2021 adjusted EBITDA estimated to be between $240 million and $260 million

●

Positive trends in construction, automotive and elastomer markets

●

Lower earnings contribution from non-controlling interests

Performance Products:

●

Third quarter 2021 adjusted EBITDA estimated to be between $75 million and $80 million

●

Volume growth year-over-year across core markets

●

More balanced Asia markets compared to second quarter of 2021

Advanced Materials:

●

Third quarter 2021 adjusted EBITDA estimated to be between $50 million and $55 million

●

Improving trends compared to prior year across all markets, including aerospace

●

Acquisitions additive to adjusted EBITDA with synergy capture on track

Textile Effects

●

Third quarter 2021 adjusted EBITDA estimated to be between $19 million and $22 million

●

Favorable trends in sustainable solutions

In the second quarter of 2021, our adjusted effective tax rate was 20%. For 2021, our adjusted effective tax rate is expected to be approximately 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 Quarterly Report on Form 10-Q.

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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
	2021			2020			Change			2021			2020			Change
Revenues	$	2,024		$	1,247			62	%	$	3,861		$	2,840			36	%
Cost of goods sold		1,593			1,085			47	%		3,038			2,381			28	%
Gross profit		431			162			166	%		823			459			79	%
Operating expenses, net		211			212			—			453			452			—
Restructuring, impairment and plant closing costs		11			19			(42	)%		35			22			59	%
Operating income (loss)		209			(69	)		NM			335			(15	)		NM
Interest expense, net		(18	)		(21	)		(14	)%		(37	)		(39	)		(5	)%
Equity in income of investment in unconsolidated affiliates		46			2			NM			84			4			NM
Fair value adjustments to Venator investment		(6	)		4			NM			(25	)		(106	)		(76	)%
Loss on early extinguishment of debt		(27	)		—			NM			(27	)		—			NM
Other income, net		9			7			29	%		16			17			(6	)%
Income (loss) from continuing operations before income taxes		213			(77	)		NM			346			(139	)		NM
Income tax (expense) benefit		(42	)		13			NM			(76	)		6			NM
Income (loss) from continuing operations		171			(64	)		NM			270			(133	)		NM
Income from discontinued operations, net of tax		1			5			(80	)%		2			782			(100	)%
Net income (loss)		172			(59	)		NM			272			649			(58	)%
Reconciliation of net income (loss) to adjusted EBITDA:
Net income attributable to noncontrolling interests		(16	)		(3	)		433	%		(33	)		(6	)		450	%
Interest expense, net from continuing operations		18			21			(14	)%		37			39			(5	)%
Income tax expense (benefit) from continuing operations		42			(13	)		NM			76			(6	)		NM
Income tax expense from discontinued operations		—			1			(100	)%		—			239			(100	)%
Depreciation and amortization of continuing operations		73			69			6	%		147			136			8	%
Other adjustments:
Business acquisition and integration expenses and purchase accounting inventory adjustments		5			8						14			21
EBITDA from discontinued operations(1)		(1	)		(6	)					(2	)		(1,021	)
Fair value adjustments to Venator investment		6			(4	)					25			106
Loss on early extinguishment of debt		27			—						27			—
Certain legal and other settlements and related expenses		8			4						10			6
(Gain) loss on sale of businesses/assets		(30	)		1						(30	)		(1	)
Income from transition services arrangements		(3	)		(5	)					(4	)		(5	)
Certain nonrecurring information technology project implementation costs		3			1						4			2
Amortization of pension and postretirement actuarial losses		21			19						43			37
Plant incident remediation (credits) costs		(3	)		1						1			1
Restructuring, impairment and plant closing and transition costs		12			19						36			22
Adjusted EBITDA(2)	$	334		$	54			519	%	$	623		$	219			184	%

Net cash (used in) provided by operating activities from continuing operations										$	(23	)	$	45			NM
Net cash (used in) provided by investing activities											(369	)		1,152			NM
Net cash used in financing activities											(691	)		(417	)		66	%
Capital expenditures											(174	)		(116	)		50	%

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Huntsman International

	Three months									Six months
	ended									ended
	June 30,						Percent			June 30,						Percent
	2021			2020			Change			2021			2020			Change
Revenues	$	2,024		$	1,247			62	%	$	3,861		$	2,840			36	%
Cost of goods sold		1,593			1,085			47	%		3,038			2,381			28	%
Gross profit		431			162			166	%		823			459			79	%
Operating expenses, net		209			211			(1	)%		448			449			—
Restructuring, impairment and plant closing costs		11			19			(42	)%		35			22			59	%
Operating income (loss)		211			(68	)		NM			340			(12	)		NM
Interest expense, net		(18	)		(21	)		(14	)%		(37	)		(41	)		(10	)%
Equity in income of investment in unconsolidated affiliates		46			2			NM			84			4			NM
Fair value adjustments to Venator investment		(6	)		4			NM			(25	)		(106	)		(76	)%
Loss on early extinguishment of debt		(27	)		—			NM			(27	)		—			NM
Other income, net		7			6			17	%		14			15			(7	)%
Income (loss) from continuing operations before income taxes		213			(77	)		NM			349			(140	)		NM
Income tax (expense) benefit		(41	)		13			NM			(76	)		6			NM
Income (loss) from continuing operations		172			(64	)		NM			273			(134	)		NM
Income from discontinued operations, net of tax		1			5			(80	)%		2			782			(100	)%
Net income (loss)		173			(59	)		NM			275			648			(58	)%
Reconciliation of net income (loss) to adjusted EBITDA:
Net income attributable to noncontrolling interests		(16	)		(3	)		433	%		(33	)		(6	)		450	%
Interest expense, net from continuing operations		18			21			(14	)%		37			41			(10	)%
Income tax expense (benefit) from continuing operations		41			(13	)		NM			76			(6	)		NM
Income tax expense from discontinued operations		—			1			(100	)%		—			239			(100	)%
Depreciation and amortization of continuing operations		74			69			7	%		147			136			8	%
Other adjustments:
Business acquisition and integration expenses and purchase accounting inventory adjustments		5			8						14			21
EBITDA from discontinued operations(1)		(1	)		(6	)					(2	)		(1,021	)
Fair value adjustments to Venator investment		6			(4	)					25			106
Loss on early extinguishment of debt		27			—						27			—
Certain legal and other settlements and related expenses		8			4						10			6
(Gain) loss on sale of businesses/assets		(30	)		1						(30	)		(1	)
Income from transition services arrangements		(3	)		(5	)					(4	)		(5	)
Certain nonrecurring information technology project implementation costs		3			1						4			2
Amortization of pension and postretirement actuarial losses		22			21						45			39
Plant incident remediation (credits) costs		(3	)		1						1			1
Restructuring, impairment and plant closing and transition costs		12			19						36			22
Adjusted EBITDA(2)	$	336		$	56			500	%	$	628		$	222			183	%

Net cash (used in) provided by operating activities from continuing operations										$	(23	)	$	44			NM
Net cash (used in) provided by investing activities											(377	)		1,430			NM
Net cash used in financing activities											(690	)		(695	)		(1	)%
Capital expenditures from continuing operations											(174	)		(116	)		50	%

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Huntsman Corporation

	Three months									Three months
	ended									ended
	June 30, 2021									June 30, 2020
				Tax and									Tax and
	Gross			other(3)			Net			Gross			other(3)			Net
Reconciliation of net income (loss) to adjusted net income
Net income (loss)							$	172								$	(59	)
Net income attributable to noncontrolling interests								(16	)								(3	)
Business acquisition and integration expenses and purchase accounting inventory adjustments	$	5		$	—			5		$	8		$	—			8
Income from discontinued operations(1)(4)		(1	)		—			(1	)		(6	)		1			(5	)
Fair value adjustments to Venator investment		6			—			6			(4	)		—			(4	)
Loss on early extinguishment of debt		27			(6	)		21			—			—			—
Certain legal and other settlements and related expenses		8			(2	)		6			4			(1	)		3
(Gain) loss on sale of businesses/assets		(30	)		4			(26	)		1			—			1
Income from transition services arrangements		(3	)		1			(2	)		(5	)		1			(4	)
Certain nonrecurring information technology project implementation costs		3			(1	)		2			1			—			1
Amortization of pension and postretirement actuarial losses		21			(5	)		16			19			(4	)		15
Plant incident remediation (credits) costs		(3	)		1			(2	)		1			—			1
Restructuring, impairment and plant closing and transition costs		12			(2	)		10			19			(3	)		16
Adjusted net income (loss)(2)							$	191								$	(30	)

Weighted average shares-basic								220.9									219.7
Weighted average shares-diluted								222.9									219.7

Basic net income (loss) attributable to Huntsman Corporation per share:
Income (loss) from continuing operations							$	0.71								$	(0.30	)
Income from discontinued operations								—									0.02
Net income (loss)							$	0.71								$	(0.28	)

Diluted net income (loss) attributable to Huntsman Corporation per share:
Income (loss) from continuing operations							$	0.70								$	(0.30	)
Income from discontinued operations								—									0.02
Net income (loss)							$	0.70								$	(0.28	)

Other non-GAAP measures:
Diluted adjusted net income (loss) per share(2)							$	0.86								$	(0.14	)

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	Six months									Six months
	ended									ended
	June 30, 2021									June 30, 2020
				Tax and									Tax and
	Gross			other(3)			Net			Gross			other(3)			Net
Reconciliation of net income to adjusted net income
Net income							$	272								$	649
Net income attributable to noncontrolling interests								(33	)								(6	)
Business acquisition and integration expenses and purchase accounting inventory adjustments	$	14		$	(2	)		12		$	21		$	(3	)		18
Income from discontinued operations(1)(4)		(2	)		—			(2	)		(1,021	)		239			(782	)
Fair value adjustments to Venator investment		25			—			25			106			—			106
Loss on early extinguishment of debt		27			(6	)		21			—			—			—
Certain legal and other settlements and related expenses		10			(3	)		7			6			(1	)		5
Gain on sale of businesses/assets		(30	)		4			(26	)		(1	)		—			(1	)
Income from transition services arrangements		(4	)		1			(3	)		(5	)		1			(4	)
Certain nonrecurring information technology project implementation costs		4			(1	)		3			2			—			2
Amortization of pension and postretirement actuarial losses		43			(10	)		33			37			(8	)		29
Plant incident remediation costs		1			—			1			1			—			1
Restructuring, impairment and plant closing and transition costs		36			(8	)		28			22			(4	)		18
Adjusted net income(2)							$	338								$	35

Weighted average shares-basic								220.6									221.4
Weighted average shares-diluted								222.7									221.4

Basic net income (loss) attributable to Huntsman Corporation per share:
Income (loss) from continuing operations							$	1.07								$	(0.63	)
Income from discontinued operations								0.01									3.53
Net income							$	1.08								$	2.90

Diluted net income (loss) attributable to Huntsman Corporation per share:
Income (loss) from continuing operations							$	1.06								$	(0.63	)
Income from discontinued operations								0.01									3.53
Net income							$	1.07								$	2.90

Other non-GAAP measures:
Diluted adjusted net income per share(2)							$	1.52								$	0.16

Net cash (used in) provided by operating activities from continuing operations							$	(23	)							$	45
Capital expenditures from continuing operations								(174	)								(116	)
Free cash flow from continuing operations(2)							$	(197	)							$	(71	)

Other cash flow measure:
Taxes paid on sale of businesses(5)							$	(3	)							$	(10	)

NM—Not meaningful

(1)	Includes the gain on the sale of our Chemical Intermediates Businesses recognized predominantly in the first quarter of 2020.

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

(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.

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

(5)

Represents the taxes paid in the second quarter of 2021 in connection with the earnout provision achieved under the terms of the sales agreement of the India-based DIY business and taxes paid in the first half of 2020 in connection with the sale of the Chemical Intermediates Businesses. For more information, see “Note 4. Discontinued Operations and Business Dispositions” to our condensed consolidated financial statements.

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Non-GAAP Financial Measures

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

Adjusted EBITDA

Our management uses adjusted EBITDA to assess financial performance. Adjusted EBITDA is defined as net income of Huntsman Corporation or Huntsman International, as appropriate, before interest, income tax, depreciation and amortization, net income attributable to noncontrolling interests and certain Corporate and other items, as well as eliminating the following adjustments: (a) business acquisition and integration expenses and purchase accounting inventory adjustments; (b) EBITDA from discontinued operations; (c) fair value adjustments to Venator investment; (d) loss on early extinguishment of debt; (e) certain legal and other settlements and related expenses; (f) (gain) loss on sale of businesses/assets; (g) income from transition services arrangements related to the sale of our Chemical Intermediates Businesses to Indorama; (h) certain nonrecurring information technology project implementation (credits) costs; (i) amortization of pension and postretirement actuarial losses; (j) plant incident remediation costs; and (k) restructuring, impairment and plant closing and transition (credits) costs. We believe that net income of Huntsman Corporation or Huntsman International, as appropriate, is the performance measure calculated and presented in accordance with U.S. GAAP that is most directly comparable to adjusted EBITDA.

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

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

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Adjusted Net Income

Adjusted net income is computed by eliminating the after-tax amounts related to the following from net (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) (gain) loss on sale of businesses/assets; (g) income from transition services arrangements related to the sale of our Chemical Intermediates Businesses to Indorama; (h) certain nonrecurring information technology project implementation costs; (i) amortization of pension and postretirement actuarial losses; (j) plant incident remediation (credits) costs; and (k) restructuring, impairment and plant closing and transition costs. Basic adjusted net income per share excludes dilution and is computed by dividing adjusted net income by the weighted average number of shares outstanding during the period. Adjusted diluted net income per share reflects all potential dilutive common shares outstanding during the period and is computed by dividing adjusted net income by the weighted average number of shares outstanding during the period increased by the number of additional shares that would have been outstanding as dilutive securities. Adjusted net income and adjusted net income per share amounts are presented solely as supplemental information.

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

Free Cash Flow

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

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Three Months Ended June 30, 2021 Compared with Three Months Ended June 30, 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 Businesses and the results of our former polymers, base chemicals and Australian styrenics businesses for all periods presented. The increase of $222 million in net income from continuing operations attributable to Huntsman Corporation and the increase of $223 in net income from continuing operations attributable to Huntsman International was the result of the following items:

●

Revenues for the three months ended June 30, 2021 increased by $777 million, or 62%, as compared with the 2020 period. The increase was primarily due to higher sales volumes in all our segments and higher average selling prices in our Polyurethanes, Performance Products and Advanced Materials segments. See “—Segment Analysis” below.

●

Gross profit for the three months ended June 30, 2021 increased by $269 million, or 166%, compared to the 2020 period. The increase resulted from higher gross profits in all our segments. See “—Segment Analysis” below.

●

Our operating expenses, net and the operating expenses, net of Huntsman International for the three months ended June 30, 2021 remained relatively flat compared to the 2020 period as an increase in selling, general and administrative expenses were largely offset by the pretax gain of $28 million recognized in connection with the earnout provision achieved under the terms of the sale agreement of the India-based DIY business.

●

Restructuring, impairment and plant closing costs for the three months ended June 30, 2021 decreased to $11 million from $19 million in the 2020 period. For more information concerning restructuring activities, see “Note 7. Restructuring, Impairment and Plant Closing Costs” to our condensed consolidated financial statements.

●

Equity in income of investment in unconsolidated affiliates for the three months ended June 30, 2021 increased to $46 million from $2 million in the 2020 period, primarily related to an increase in income at our PO/MTBE joint venture in China, in which we hold a 49% interest.

●

For the three months ended June 30, 2021, we recorded a net loss of $6 million in fair value adjustments to our investment in Venator and related option to sell our remaining Venator shares compared to a gain of $4 million in the 2020 period. See “Note 4. Business Dispositions—Sale of Venator Interest” to our condensed consolidated financial statements.

●

Loss on early extinguishment of debt for the three months ended June 30, 2021 was $27 million compared to nil in the 2020 period primarily due to the full redemption of our 2022 Senior Notes in the second quarter of 2021. See “Note 8. Debt—Direct and Subsidiary Debt—Senior Notes” to our condensed consolidated financial statements.

●

Our income tax expense for the three months ended June 30, 2021 increased to $42 million from an income tax benefit of $13 million in the 2020 period. The income tax expense of Huntsman International for the three months ended June 30, 2021 increased to $41 million from an income tax benefit of $13 million in the 2020 period. The increase in income tax expense was primarily due to the increase in pretax income, exclusive of the fair value adjustments to our investment in Venator. Our income tax expense is significantly affected by the mix of income and losses in the tax jurisdictions in which we operate, as impacted by the presence of valuation allowances in certain tax jurisdictions. For further information concerning income taxes, see “Note 18. Income Taxes” to our condensed consolidated financial statements.

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	Three months						Percent
	ended						Change
	June 30,						Favorable
(Dollars in millions)	2021			2020			(Unfavorable)
Revenues
Polyurethanes	$	1,155		$	730			58	%
Performance Products		371			228			63	%
Advanced Materials		299			192			56	%
Textile Effects		207			102			103	%
Corporate and eliminations		(8	)		(5	)		NM
Total	$	2,024		$	1,247			62	%

Huntsman Corporation
Segment adjusted EBITDA(1)
Polyurethanes	$	208		$	31			571	%
Performance Products		88			29			203	%
Advanced Materials		58			30			93	%
Textile Effects		28			(4	)		NM
Corporate and other		(48	)		(32	)		(50	)%
Total	$	334		$	54			519	%

Huntsman International
Segment adjusted EBITDA(1)
Polyurethanes	$	208		$	31			571	%
Performance Products		88			29			203	%
Advanced Materials		58			30			93	%
Textile Effects		28			(4	)		NM
Corporate and other		(46	)		(30	)		(53	)%
Total	$	336		$	56			500	%

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, 2021 vs 2020
	Average Selling Price(1)
	Local			Foreign Currency			Mix &			Sales
	Currency			Translation Impact			Other			Volumes(2)
Period-Over-Period Increase (Decrease)
Polyurethanes		35	%		6	%		4	%		13	%
Performance Products		39	%		6	%		(7	)%		25	%
Advanced Materials		8	%		7	%		16	%		25	%
Textile Effects		(11	)%		8	%		14	%		92	%

	Three months ended June 30, 2021 vs March 31, 2021
	Average Selling Price(1)
	Local			Foreign Currency			Mix &			Sales
	Currency			Translation Impact			Other			Volumes(2)
Period-Over-Period (Decrease) Increase
Polyurethanes		6	%		(1	)%		(2	)%		5	%
Performance Products		19	%		—			(1	)%		4	%
Advanced Materials		9	%		(1	)%		7	%		(7	)%
Textile Effects		9	%		—			(1	)%		(1	)%

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

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

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Polyurethanes

The increase in revenues in our Polyurethanes segment for the three months ended June 30, 2021 compared to the same period of 2020 was largely due to higher MDI average selling prices and higher sales volumes. MDI average selling prices increased mostly in China and Europe. Sales volumes increased primarily due to stronger demand in relation to the ongoing recovery from the global economic slowdown, partially offset by the scheduled turnaround at our Rotterdam, Netherlands facility. The increase in segment adjusted EBITDA was primarily due to higher MDI margins resulting from higher MDI pricing and higher sales volumes as well as stronger earnings from our PO/MTBE joint venture in China, partially offset by higher raw material costs.

Performance Products

The increase in revenues in our Performance Products segment for the three months ended June 30, 2021 compared to the same period of 2020 was primarily due to higher average selling prices and higher sales volumes. Average selling prices increased primarily due to stronger demand in relation to the ongoing recovery from the global economic slowdown as well as in response to an increase in raw material costs. Sales volumes also increased primarily due to stronger demand. The increase in segment adjusted EBITDA was primarily due to increased revenue and margins, partially offset by increased fixed costs.

Advanced Materials

The increase in revenues in our Advanced Materials segment for the three months ended June 30, 2021 compared to the same period in 2020 was primarily due to higher sales volumes, higher average selling prices and the favorable net impact of the CVC Thermoset Specialties Acquisition, the Gabriel Acquisition and the sale of the India-based DIY business. See “Note 3. Business Combinations and Acquisitions” and “Note 4. Discontinued Operations and Business Dispositions” to our condensed consolidated financial statements. Excluding our recent acquisitions and divestiture and with the exception of our global aerospace business, sales volumes increased across all of our specialty markets, primarily in relation to the ongoing recovery from the global economic slowdown. Average selling prices increased largely due to the impact of a weaker U.S. dollar against major international currencies and in response to higher raw material costs. The increase in segment adjusted EBITDA was primarily due to higher sales volumes and the benefit from our recent acquisitions.

Textile Effects

The increase in revenues in our Textile Effects segment for the three months ended June 30, 2021 compared to the same period of 2020 was due to higher sales volumes, partially offset by lower average selling prices. Sales volumes increased primarily due to increased demand resulting from the ongoing recovery from the global economic slowdown, particularly in Asia. The increase in segment adjusted EBITDA was primarily due to higher sales revenues.

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, 2021, adjusted EBITDA from Corporate and other for Huntsman Corporation decreased by $16 million to a loss of $48 million from a loss of $32 million for the same period of 2020. For the three months ended June 30, 2021, adjusted EBITDA from Corporate and other for Huntsman International decreased by $16 million to a loss of $46 million from a loss of $30 million for the same period of 2020. The decrease in adjusted EBITDA from Corporate and other was primarily due to a charge from a LIFO inventory valuation reserve adjustment and an increase in corporate overhead costs.

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Six Months Ended June 30, 2021 Compared with Six Months Ended June 30, 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 increase of $376 million in net income from continuing operations attributable to Huntsman Corporation and the increase of $380 in net income from continuing operations attributable to Huntsman International was the result of the following items:

●

Revenues for the six months ended June 30, 2021 increased by $1,021 million, or 36%, as compared with the 2020 period. The increase was primarily due to higher sales volumes in all our segments and higher average selling prices in our Polyurethanes, Performance Products and Advanced Materials segments. See “—Segment Analysis” below.

●

Gross profit for the six months ended June 30, 2021 increased by $364 million, or 79%, compared to the 2020 period. The increase resulted from higher gross profits in all our segments. See “—Segment Analysis” below.

●

Our operating expenses, net and the operating expenses, net of Huntsman International for the six months ended June 30, 2021 remained relatively flat compared to the 2020 period as an increase in selling, general and administrative expenses were largely offset by the pretax gain of $28 million recognized in connection with the earnout provision achieved under the terms of the sale agreement of the India-based DIY business.

●

Restructuring, impairment and plant closing costs for the six months ended June 30, 2021 increased to $35 million from $22 million in the 2020 period. For more information concerning restructuring activities, see “Note 7. Restructuring, Impairment and Plant Closing Costs” to our condensed consolidated financial statements.

●

Equity in income of investment in unconsolidated affiliates for the six months ended June 30, 2021 increased to $84 million from $4 million in the 2020 period, primarily related to an increase in income at our PO/MTBE joint venture in China, in which we hold a 49% interest.

●

For the six months ended June 30, 2021, we recorded a net loss of $25 million in fair value adjustments to our investment in Venator and related option to sell our remaining Venator shares compared to a loss of $106 million in the 2020 period. See “Note 4. Business Dispositions—Sale of Venator Interest” to our condensed consolidated financial statements.

●

Loss on early extinguishment of debt for the six months ended June 30, 2021 was $27 million compared to nil in the 2020 period primarily due to the full redemption of our 2022 Senior Notes in the second quarter of 2021. See “Note 8. Debt—Direct and Subsidiary Debt—Senior Notes” to our condensed consolidated financial statements.

●

Our income tax expense and the income tax expense of Huntsman International for the six months ended June 30, 2021 both increased to $76 million from an income tax benefit of $6 million in the 2020 period. The increase in income tax expense was primarily due to the increase in pretax income, exclusive of the fair value adjustments to our investment in Venator. Our income tax expense is significantly affected by the mix of income and losses in the tax jurisdictions in which we operate, as impacted by the presence of valuation allowances in certain tax jurisdictions. For further information concerning income taxes, see “Note 18. Income Taxes” to our condensed consolidated financial statements.

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	Six months						Percent
	ended						Change
	June 30,						Favorable
	2021			2020			(Unfavorable)
Revenues
Polyurethanes	$	2,223		$	1,618			37	%
Performance Products		676			520			30	%
Advanced Materials		577			433			33	%
Textile Effects		400			282			42	%
Corporate and eliminations		(15	)		(13	)		NM
Total	$	3,861		$	2,840			36	%

Huntsman Corporation
Segment adjusted EBITDA(1)
Polyurethanes	$	415		$	115			261	%
Performance Products		151			87			74	%
Advanced Materials		102			78			31	%
Textile Effects		53			16			231	%
Corporate and other		(98	)		(77	)		27	%
Total	$	623		$	219			184	%

Huntsman International
Segment adjusted EBITDA(1)
Polyurethanes	$	415		$	115			261	%
Performance Products		151			87			74	%
Advanced Materials		102			78			31	%
Textile Effects		53			16			231	%
Corporate and other		(93	)		(74	)		26	%
Total	$	628		$	222			183	%

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.

	Six months ended June 30, 2021 vs June 30, 2020
	Average Selling Price(1)
	Local			Foreign Currency			Mix &			Sales
	Currency			Translation Impact			Other			Volumes(2)
Period-Over-Period (Decrease) Increase
Polyurethanes		26	%		5	%		—			6	%
Performance Products		21	%		5	%		(5	)%		9	%
Advanced Materials		5	%		5	%		6	%		17	%
Textile Effects		(8	)%		4	%		6	%		40	%

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

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

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Polyurethanes

The increase in revenues in our Polyurethanes segment for the six months ended June 30, 2021 compared to the same period of 2020 was largely due to higher MDI average selling prices and higher sales volumes. MDI average selling prices increased mostly in China and Europe. Sales volumes increased primarily due to stronger demand in relation to the ongoing recovery from the global economic slowdown, partially offset by the scheduled turnaround at our Rotterdam, Netherlands facility. The increase in segment adjusted EBITDA was primarily due to higher MDI margins resulting from higher MDI pricing and higher sales volumes as well as stronger earnings from our PO/MTBE joint venture in China, partially offset by higher raw material costs

Performance Products

The increase in revenues in our Performance Products segment for the six months ended June 30, 2021 compared to the same period of 2020 was primarily due to higher average selling prices and higher sales volumes. Average selling prices increased primarily due to stronger demand in relation to the ongoing recovery from the global economic slowdown as well as in response to an increase in raw material costs. Sales volumes also increased primarily due to stronger demand, in spite of the U.S. Gulf Coast Winter Storm Uri production outages and supplier raw materials shortages that occurred in the first quarter of 2021. The increase in segment adjusted EBITDA was primarily due to increased revenue and margins.

Advanced Materials

The increase in revenues in our Advanced Materials segment for the six months ended June 30, 2021 compared to the same period in 2020 was primarily due to higher sales volumes, higher average selling prices and the favorable net impact of the CVC Thermoset Specialties Acquisition, the Gabriel Acquisition and the sale of the India-based DIY business. See “Note 3. Business Combinations and Acquisitions” and “Note 4. Discontinued Operations and Business Dispositions” to our condensed consolidated financial statements. Excluding our recent acquisitions and divestiture and with the exception of our global aerospace business, sales volumes increased across all markets, primarily in relation to the ongoing recovery from the global economic slowdown. Average selling prices increased largely due to the impact of a weaker U.S. dollar against major international currencies and in response to higher raw material costs. The increase in segment adjusted EBITDA was primarily due to higher sales volumes and the benefit from our recent acquisitions.

Textile Effects

The increase in revenues in our Textile Effects segment for the six months ended June 30, 2021 compared to the same period of 2020 was due to higher sales volumes, partially offset by lower average selling prices. Sales volumes increased primarily due to increased demand resulting from the ongoing recovery from the global economic slowdown, particularly in Asia. The increase in segment adjusted EBITDA was primarily due to higher sales revenues and lower 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, 2021, adjusted EBITDA from Corporate and other for Huntsman Corporation decreased by $21 million to a loss of $98 million from a loss of $77 million for the same period of 2020. For the six months ended June 30, 2021, adjusted EBITDA from Corporate and other for Huntsman International decreased by $19 million to a loss of $93 million from a loss of $74 million for the same period of 2020. The decrease in adjusted EBITDA from Corporate and other was primarily due to a charge from a LIFO inventory valuation reserve adjustment and an increase in corporate overhead costs.

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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 Months Ended June 30, 2021 Compared with Six Months Ended June 30, 2020

Net cash (used in) provided by operating activities from continuing operations for the six months ended June 30, 2021 and 2020 was $(23) million and $45 million, respectively. The increase in net cash used in operating activities from continuing operations during the six months ended June 30, 2021 compared with the same period in 2020 was primarily attributable to a $386 million unfavorable variance in operating assets and liabilities, partially offset by increased operating income as described in “—Results of Operations” above for the six months ended June 30, 2021 as compared with the same period of 2020.

Net cash (used in) provided by investing activities for the six months ended June 30, 2021 and 2020 was $(369) million and $1,152 million, respectively. During the six months ended June 30, 2021 and 2020, we paid $174 million and $116 million for capital expenditures, respectively. During the six months ended June 30, 2021, we received $43 million for the sale of businesses primarily due to the receipt of $28 million pursuant to an earnout provision in connection with the sale of our India-based DIY business, and we paid approximately $242 million for the Gabriel Acquisition, net of cash acquired. During the six months ended June 30, 2020, we received approximately $1.92 billion for the sale of our Chemical Intermediates Businesses, and we paid $652 million in connection with the Icynene-Lapolla Acquisition and the CVC Thermoset Specialties Acquisition.

Net cash used in financing activities for the six months ended June 30, 2021 and 2020 was $691 million and $417 million, respectively. During the six months ended June 30, 2021, we redeemed in full €445 million (approximately $541 million) in aggregate principal amount of our 2021 Senior Notes, and we redeemed in full $400 million in aggregate principal amount of our 2022 Senior Notes. Additionally, during the six months ended June 30, 2021, we issued $400 million in aggregate principal amount of our 2031 Senior Notes. During the six months ended June 30, 2020, we repaid a total of $172 million on our Revolving Credit facility and repurchased common stock for $96 million.

Free cash flow from continuing operations for the six months ended June 30, 2021 and 2020 was a use of cash of $197 million and $71 million, respectively.

Changes in Financial Condition

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

	June 30,		Less					December 31,		(Decrease)			Percent
	2021		Acquisition(1)			Subtotal		2020		Increase			Change
Cash and cash equivalents	$	510	$	(9	)	$	501	$	1,593	$	(1,092	)		(69	)%
Accounts and notes receivable, net		1,122		(13	)		1,109		910		199			22	%
Inventories		1,193		(26	)		1,167		848		319			38	%
Other current assets		209		—			209		217		(8	)		(4	)%
Total current assets		3,034		(48	)		2,986		3,568		(582	)		(16	)%
Accounts payable		1,041		(7	)		1,034		876		158			18	%
Accrued liabilities		480		(2	)		478		458		20			4	%
Current portion of debt		44		—			44		593		(549	)		(93	)%
Current operating lease liabilities		49		—			49		52		(3	)		(6	)%
Total current liabilities		1,614		(9	)		1,605		1,979		(374	)		(19	)%
Working capital	$	1,420	$	(39	)	$	1,381	$	1,589	$	(208	)		(13	)%

(1)	Represents amounts related to the Gabriel Acquisition. For more information, see “Note 3. Business Combinations and Acquisitions—Acquisition of Gabriel Performance Products” to our condensed consolidated financial statements.

Our working capital decreased by $208 million as a result of the net impact of the following significant changes:

●

The decrease in cash and cash equivalents of $1,092 million resulted from the matters identified on our condensed consolidated statements of cash flows.

●

Accounts receivable increased by $199 million due to higher revenues in the second quarter of 2021 compared to the fourth quarter of 2020.

●

Inventories increased by $319 million primarily due to higher inventory costs and volumes.

●

Accounts payable increased by $158 million primarily due to higher inventory purchases.

●

Current portion of debt decreased by $549 million primarily due to the redemption of our 2021 Senior Notes in the first half of 2021.

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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.

A/R Programs

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

Senior Notes

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

Note Payable 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

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

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We depend upon our cash, Revolving Credit Facility, A/R Programs and other debt instruments to provide liquidity for our operations and working capital needs. As of June 30, 2021, we had $1,943 million of combined cash and unused borrowing capacity, consisting of $510 million in cash, $1,196 million in availability under our Revolving Credit Facility and $237 million in availability under our A/R Programs. Our liquidity can be significantly impacted by various factors. The following matters are expected to have a significant impact on our liquidity:

Short-Term Liquidity

●

Cash invested in our accounts receivable and inventory, net of accounts payable, was approximately $373 million for the six months ended June 30, 2021, as reflected in our condensed consolidated statements of cash flows. We expect volatility in our working capital components to continue.

●

During 2021, we expect to spend approximately $355 million to $360 million on capital expenditures, including spending of approximately $100 million on a new MDI splitter in Geismar, Louisiana. We expect to fund capital expenditures with cash provided by operations.

●

During the six months ended June 30, 2021, we made contributions to our pension and postretirement benefit plans of $28 million. During 2021, we expect to contribute an additional amount of approximately $29 million to these plans.

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

●

On a new MDI splitter being constructed in Geismar, Louisiana, we expect to spend approximately $75 million in the remainder of 2021 and 2022. We expect to fund capital expenditures with cash provided by operations.

●

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.

As of June 30, 2021, we had $44 million classified as current portion of debt, including debt at our variable interest entities of $41 million and certain other short-term facilities and scheduled amortization payments totaling $3 million. We intend to renew, repay or extend the majority of these short-term facilities in the next twelve months.

As of June 30, 2021, we had approximately $338 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, 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 certain foreign withholding taxes.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 4. CONTROLS AND PROCEDURES

Our management, with the participation of our chief executive officer and chief financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, 2021. Based on this evaluation, our chief executive officer and chief financial officer have concluded that, as of June 30, 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, 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.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Except as set forth below, 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, 2020.

Rockwood Litigation

On February 6, 2017, we filed a lawsuit in New York state court against Rockwood Holdings, Inc. (“Rockwood”), Albemarle Corporation (as Rockwood’s successor) and certain former Rockwood executives to recover damages for fraud and breach of contract. During the commissioning of a new production facility in Augusta, Georgia (the “Augusta Facility”) for the synthesis of iron oxide pigments, the Augusta Facility experienced delays producing products at the expected specifications and quantities, raising questions regarding the capabilities of the technology we acquired from Rockwood in October 2014. In May 2018, a plan was implemented to cease using certain portions of the Augusta Facility, and we incurred significant restructuring expenses. We are seeking various forms of legal remedy, including compensatory damages, punitive damages, expectation damages, consequential damages and restitution. The case was arbitrated in May 2021 and closing arguments were held at the end of July. We expect a decision during the third quarter of 2021.

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, 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, 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(1)		or programs(2)		programs(2)
April		130	$	28.67		—	$	420,000,000
May		96		28.67		—		420,000,000
June		298		28.14		—		420,000,000
Total		524		28.37		—

(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 us to repurchase up to an aggregate of $1 billion in shares of our common stock. The share repurchase program is supported by our free cash flow generation. Repurchases may be made in the open market, including through accelerated share repurchase programs, or in privately negotiated transactions, and repurchases may be commenced or suspended from time to time without prior notice. Shares of common stock acquired through the repurchase program are held in treasury at cost. During the 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 suspended share repurchases under our existing share repurchase program in order to enhance our liquidity position in response to COVID-19.

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ITEM 6. EXHIBITS

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

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EXHIBIT INDEX

			Incorporated by Reference
Exhibit Number		Exhibit Description	Form	Exhibit	Filing Date
10.1	*	Master Amendment No. 10 to U.S. Receivables Loan Agreement, U.S. Servicing Agreement, U.S. Receivables Purchase Agreement and Transaction Documents, dated as of July 1, 2021
10.2	*	Amended and Restated European Receivables Loan Agreement, dated as of July 1, 2021
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

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 30, 2021	HUNTSMAN CORPORATION
	HUNTSMAN INTERNATIONAL LLC

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

	By:	/s/ RANDY W. WRIGHT
		Randy W. Wright
		Vice President and Controller (Authorized Signatory and
		Principal Accounting Officer)