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

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

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

As of ~~March 31,~~June 30, 2022 and 2021, the amount of capital expenditures in accounts payable was ~~$44~~$25 million and ~~$54~~$59 million, respectively. For the six months ended June 30, 2021, the amount of cash paid for taxes in connection with the earnout provision achieved under the terms of the sales agreement of the India-based do-it-yourself (“DIY”) business was $3 million. See “Note 4. Business Dispositions—Sale of India-Based Do-It-Yourself Consumer Adhesives Business.”

For ~~March 31,~~June 30, 2022 and 2021, the amount of capital expenditures in accounts payable was ~~$44~~$25 million and ~~$54~~$59 million, respectively. For the six months ended June 30, 2021, the amount of cash paid for taxes in connection with the earnout provision achieved under the terms of the sales agreement of the India-based DIY business was $3 million. See “Note 4. Business Dispositions—Sale of India-Based Do-It-Yourself Consumer Adhesives Business.”

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.

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, 2021 for our Company and Huntsman International.

We are a global manufacturer of differentiated organic chemical products. We operate in 4 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.

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:

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.

On ~~March 25,~~May 20, 2022, ~~our Board~~Huntsman International entered into a new $1.2 billion senior unsecured revolving credit facility (the “2022 Revolving Credit Facility”). Borrowings will bear interest at the rates specified in the credit agreement governing the 2022 Revolving Credit Facility, which will vary based on the type of ~~Directors increased~~loan and Huntsman International’s debt ratings. Under the ~~authorization of our existing share repurchase program from $1 billion~~credit agreement, the interest rate margin and the commitment fee rates are also subject to ~~$2 billion. Repurchases~~adjustments based on the Company’s performance on specified sustainability target thresholds with respect to annual percentage reduction in operational greenhouse gas emissions intensity and annual percentage reduction in water consumption intensity. Unless previously terminated in accordance with its terms, the credit agreement will mature in May 2027. Huntsman International may ~~be made through~~increase the ~~open market or in privately negotiated transactions,~~2022 Credit Revolving Facility commitments up to an additional $500 million, subject to the satisfaction of certain conditions. See “Note 8. Debt—Direct 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.~~Subsidiary Debt—Revolving Credit Facility.”

On ~~February 14,~~ April 29, 2022, a New Orleans jury awarded us approximately $94 million in our ~~Board~~long-running court battle against Praxair/Linde, one of ~~Directors declared a $0.2125 per share cash dividend on~~the industrial gas suppliers to our ~~common stock. This represents a 13% increase from~~Geismar, Louisiana MDI manufacturing site. The case was filed after Praxair refused to properly maintain its own Geismar facility and then repeatedly failed to supply our requirements for industrial gas needed to manufacture MDI under long-term supply contracts that expired in 2013. After the ~~previous dividend.~~court applies the appropriate amount of interest, we expect that total damages awarded to us will exceed $125 million. The award is subject to appeal, and as such, we have not yet recognized the award in our condensed consolidated statements of operations.

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.

There have been no recently issued accounting pronouncements during the ~~three~~six months ended ~~March 31,~~June 30, 2022 that are applicable to us.

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~~(the “Gabriel Acquisition”), from funds affiliated with Audax Private Equity in an all-cash transaction of approximately $251 ~~million, subject to customary closing adjustments.~~million. The purchase price was funded from available liquidity, and the acquired business ~~is being~~has been integrated into our Advanced Materials segment. Transaction costs related to this acquisition were approximately $1$2 million for the ~~three~~six months ended ~~March 31,~~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 allocation of acquisition cost to the assets acquired and liabilities assumed is summarized as follows (dollars in millions):

The valuation was finalized during the first quarter of 2022. Intangible assets acquired included in this allocation consist of trademarks, technology and trade secrets, which are being amortized over a period of 15 years. The goodwill recognized is attributable primarily to projected future profitable growth in our Advanced Materials specialty portfolio and synergies. We acquired approximately $94 million of goodwill that will be deductible for income tax purposes.

If the Gabriel Acquisition were to have occurred on January 1, 2021, the following estimated pro forma revenues, net income and net income attributable to Huntsman Corporation and Huntsman International would have been reported (dollars in millions):

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

On December 23, 2020, we completed the sale of approximately 42.4 million ordinary shares of Venator Materials PLC (“Venator”). ~~Concurrently~~Concurrent with the sale of ordinary shares, we entered into an option agreement, pursuant to which we granted an option to funds advised by SK Capital Partners, LP to purchase the remaining approximate 9.7 million ordinary shares we hold in Venator at $2.15 per share. We record this option at fair value with changes in fair value reported in earnings. We account for our remaining ownership interest in Venator as an investment in equity securities that are marked to fair value with changes in fair value reported in earnings. For the three months ended ~~March 31,~~June 30, 2022 and 2021, we recorded net losses of nil and $6 million, respectively, and for the six months ended June 30, 2022 and 2021, we recorded net losses of $2 million and ~~$19~~$25 million, respectively, to record our investment in Venator and related option at fair value. These net losses were recorded in “Fair value adjustments to Venator ~~investment”~~investment, net” in our condensed consolidated statements of operations.

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

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

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:

During the ~~three~~six months ended ~~March 31,~~June 30, 2022, 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 ~~March 31,~~June 30, 2022, the joint ventures’ assets, liabilities and results of operations are included in our condensed consolidated financial statements.

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

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 sixmonths ended ~~March 31,~~June 30, 2022 and 2021 are as follows (dollars in millions):

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

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

Details with respect to cash and noncash restructuring charges from continuing operations for the three and sixmonths ended ~~March 31,~~June 30, 2022 and 2021 are provided below (dollars in millions):

Beginning in the first quarter of 2021, our Corporate ~~and other segment incurred restructuring costs related to~~function implemented a restructuring program to optimize our global approach to leveraging shared services capabilities. During the second quarter of 2022, this program was further expanded to include additional geographies. In connection with this restructuring program, we recorded net restructuring expense of approximately ~~$14~~$17 million and $15 million in the ~~three~~six months ended ~~March 31,~~ June 30, 2022 and 2021, respectively, primarily related to workforce reductions. ~~There were 0 significant restructuring costs incurred during the~~ ~~three~~ ~~months ended~~ ~~March 31, 2022.~~ We expect to record further restructuring expenses of approximately $2$5 million through 2023.

Beginning in the third quarter of 2020, our Polyurethanes segment implemented a restructuring program to optimize its downstream footprint. During the second quarter of 2022, this optimization program was further expanded to include the entire Polyurethanes business. In connection with this restructuring program, we recorded net restructuring expense of approximately $1$7 million and $6 million in the ~~three~~six months ended ~~March 31, 2021.~~June 30, 2022 ~~There were 0 significant restructuring costs incurred during the~~and ~~three~~2021, ~~months ended~~ ~~March 31, 2022.~~ respectively, primarily related to workforce reductions. We expect to record further restructuring expenses of ~~between~~ approximately $1 ~~million and~~ $2$9 million through the ~~first~~ ~~half~~end of ~~2022.~~2023.

Beginning in the second quarter of 2020, our Advanced Materials segment implemented restructuring programs in connection with the CVC Thermoset Specialties Acquisition, the alignment of the segment’s commercial organization and optimization of the segment’s manufacturing processes. There were 0 significant restructuring costs incurred during both the ~~three~~six months ended ~~March 31,~~June 30, 2022and 2021. We expect to record further restructuring expenses of approximately $68 million through the end of 2023.

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

Substantially all of our debt, including the facilities described below, has been incurred by our subsidiaries (primarily Huntsman International). Huntsman Corporation is not a guarantor of such subsidiary debt.

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

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

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

As of ~~March 31,~~June 30, 2022, our $1.2 billion senior unsecured revolving credit facility (“Revolving Credit Facility”) was as follows (monetary amounts in millions):

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

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

Information regarding our A/R Programs as of ~~March 31,~~June 30, 2022 was as follows (monetary amounts in millions):

As of ~~March 31,~~June 30, 2022 and December 31, 2021, ~~$372~~$407 million and $324 million, respectively, of accounts receivable were pledged as collateral under our A/R Programs.

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 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.

As of ~~March 31,~~June 30, 2022, AAC, our consolidated 50%-owned joint venture, had ~~$50~~$40 million outstanding under its loan commitments and debt financing arrangements. As of ~~March 31,~~June 30, 2022, we have ~~$17~~$9 million classified as current debt and ~~$33~~$31 million as long-term debt on our condensed consolidated balance sheets. We do not guarantee these loan commitments, and AAC is not a guarantor of any of our other debt obligations.

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.

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 ~~March 31,~~June 30, 2022, we had approximately ~~$157~~$160 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 ~~March 31,~~June 30, 2022, we have designated approximately €~~130~~155 million (approximately ~~$144~~$163 million) of euro-denominated debt as a hedge of our net investment. For the ~~three~~six months ended ~~March 31,~~June 30, 2022 and ~~March 31,~~ 2021,, the ~~amount~~amounts recognized on the hedge of our net investment were ~~gains~~losses of $3$10 million and $8$4 million, respectively, and were recorded in other comprehensive (loss) income in our condensed consolidated statements of comprehensive income.

The carrying amounts reported in the balance sheets of cash and cash equivalents, accounts receivable and accounts payable approximate fair value because of the immediate or short-term maturity of these financial instruments. Our investment in Venator is marked to fair value, which is obtained through market observable pricing using prevailing market prices (Level 1). Additionally, the estimated fair value of the option agreement related to the remaining ordinary shares we hold in Venator is based on a valuation technique using market observable inputs (Level 2). See “Note 4. Business Dispositions—Sale of Venator Interest.” The fair values of non-qualified employee benefit plan investments are obtained through market observable pricing using prevailing market prices (Level 1). The estimated fair values of our long-term debt are based on quoted market prices for the identical liability when traded in an active market (Level 1). The fair value estimates presented herein are based on pertinent information available to management as of ~~March 31,~~June 30, 2022 and December 31, 2021. 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 ~~March 31,~~June 30, 2022, and current estimates of fair value may differ significantly from the amounts presented herein.

During the ~~three~~six months ended ~~March 31,~~June 30, 2022, we held 0 instruments measured at fair value on a recurring basis using significant unobservable inputs (Level 3), and there were 0 gains or losses (realized and unrealized) included in our earnings for instruments categorized as Level 3 within the fair value hierarchy.

The following tables disaggregate our revenue from continuing operations by major source for the three months ended ~~March 31,~~June 30, 2022 and 2021 (dollars in millions):

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

Components of the net periodic benefit (credit) costs ~~from continuing operations~~ for the three and sixmonths ended ~~March 31,~~June 30, 2022 and 2021 were as follows (dollars in millions):

During the ~~three~~six months ended ~~March 31,~~June 30, 2022 and 2021, we made contributions to our pension and other postretirement benefit plans of ~~$13~~$26 million and ~~$14~~$28 million, respectively. During the remainder of 2022, we expect to contribute an additional amount of approximately ~~$36~~$23 million to these plans.

On October 26, 2021, our Board of Directors approved a new share repurchase program of $1 billion. In conjunction with the inception of this plan, we retired our prior share repurchase program. On March 25, 2022, our Board of Directors increased the authorization of our existing share repurchase program from $1 billion to $2 billion. During the ~~first~~six ~~quarter of~~months ended June 30, 2022, we repurchased ~~5,549,348~~13,920,771 shares of our common stock for approximately ~~$210~~$501 million, excluding commissions, under this share repurchase program. From ~~April~~July 1, 2022 through ~~April~~July 20, 2022, we repurchased an additional ~~906,000~~1,265,692 shares of our common stock for approximately ~~$32~~$36 million, excluding commissions.

On ~~February 14, 2022,~~ ~~our Board of Directors declared a $0.2125 per share cash dividend on our common stock. This represents a 13% increase from the previous dividend.~~ During the quarters ended June 30, 2022 and June 30, 2021, we declared $44 million and $41 million, respectively, or $0.2125 and $0.1875 per share, respectively, to common stockholders. During the quarters ended and March 31, 2022and March 31, 2021,, we ~~paid~~declared $45 million and $36 million, respectively, or $0.2125 and $0.1625 per share, respectively, to common stockholders.

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

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.

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 ~~both~~ the ~~three~~six months ended ~~March 31,~~June 30, 2022 and 2021, our capital expenditures for EHS matters totaled ~~$7 million.~~$17 million and $16 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.

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 $5 million for environmental liabilities for both ~~March 31,~~June 30, 2022 and December 31, 2021. Of these amounts, $1 million was classified as accrued liabilities in our condensed consolidated balance sheets for both ~~March 31,~~June 30, 2022 and December 31, 2021 and $4 million ~~were~~was classified as other noncurrent liabilities in our condensed consolidated balance sheets for both ~~March 31,~~June 30, 2022 and December 31, 2021. 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.

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 9 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.

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.

As of ~~March 31,~~June 30, 2022, we had approximately 6 million shares remaining under the stock-based compensation plans available for grant. Option awards have a maximum contractual term of 10 years and generally must have an exercise price at least equal to the market price of our common stock on the date the option award is granted. Outstanding stock-based awards generally vest annually over a three-year period or in total at the end of a three-year period. Certain performance share unit awards vest in total at the end of a two-year period.

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

The total income tax benefit recognized in the condensed consolidated statements of operations for us and Huntsman International for stock-based compensation arrangements was $4$7 million and $1 million for the ~~three~~six months ended ~~March 31,~~June 30, 2022 and 2021, respectively.

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.

A summary of stock option activity under the stock-based compensation plans as of ~~March 31,~~June 30, 2022 and changes during the ~~three~~six months then ended is presented below:

As of ~~March 31,~~June 30, 2022, there was approximately $4$3 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 ~~1.5~~1.2 years.

The total intrinsic value of stock options exercised during the ~~three~~six months ended ~~March 31,~~June 30, 2022 and 2021 was approximately ~~$11~~$12 million and $3$8 million, respectively. Cash received from stock options exercised during ~~each~~both of the ~~three~~six months ended ~~March 31,~~June 30, 2022 and 2021 was approximately ~~$5 million and $3 million, respectively.~~$6 million. The cash tax benefit from stock options exercised during ~~each~~both of the ~~three~~six months ended ~~March 31,~~June 30, 2022 and 2021 was approximately $2 ~~million and $1 million, respectively.~~million.

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

We grant two types of performance share unit awards. For one type of performance share unit award, the performance criteria are total stockholder return of our common stock relative to the total stockholder return of a specified industry peer group for the three-year performance periods. The fair value of each performance share unit award is estimated using a Monte Carlo simulation model that uses various assumptions, including an expected volatility rate and a risk-free interest rate. For the ~~three~~six months ended ~~March 31,~~June 30, 2022 and 2021 , the weighted-average expected volatility rate was 43.5% and 44.8%, respectively, and the weighted average risk-free interest rate was 1.67% and 0.2%, respectively. For the performance share unit awards granted induring the ~~three~~six months ended ~~March 31,~~June 30, 2022 and 2021, the number of shares earned varies based upon the Company achieving certain performance criteria over a three-year performance period.

During the first quarter of 2022, we began issuing a second type of performance award, which also includes a market condition. The performance criteria are our corporate free cash flow achieved relative to targets set by management, modified for the total stockholder return of our common stock relative to the total stockholder return of a specified industry peer group for the two-year performance period. The fair value of each performance share unit award is estimated using a Monte Carlo simulation model that uses various assumptions, including an expected volatility rate and a risk-free interest rate. For the ~~three~~six months ended ~~March 31,~~June 30, 2022, the weighted-average expected volatility rate was 37.9% and the weighted average risk-free interest rate was 1.43%. For the performance share unit awards granted induring the ~~three~~six months ended ~~March 31,~~June 30, 2022, ~~and~~ ~~2021~~ , the number of shares earned varies based upon the Company achieving certain performance criteria over a two-year performance period.

A summary of the status of our nonvested shares as of ~~March 31,~~June 30, 2022 and changes during the ~~three~~six months then ended is presented below:

As of ~~March 31,~~June 30, 2022, there was approximately ~~$57~~$54 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~~1.9 years. The value of share awards that vested during the ~~three~~six months ended ~~March 31,~~June 30, 2022 and 2021 was approximately ~~$31~~$32 million and $18 million, respectively.

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 ~~three~~six months ended ~~March 31,~~June 30, 2022 and 2021, there was 0 tax benefit or expense recognized in connection with the net losses of $2 million and ~~$19~~$25 million, respectively, on fair value adjustments to our Venator investment and related option to sell our remaining Venator shares recorded as part of non-operating income from continuing operations. Through December 31, 2021, we have recognized the portion of our Venator investment tax basis in excess of book that we ultimately expect to be able to utilize; no incremental tax benefit has been recognized on the year-to-date fair value losses incurred in 2021 or 2022. As a significant, unusual and non-operating item, these amounts were treated discretely and excluded from the annual effective tax rate calculation for interim reporting.

We recorded income tax expense from continuing operations of ~~$65~~$132 million and ~~$34~~$76 million for the ~~three~~six months ended ~~March 31,~~June 30, 2022 and 2021, 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 recorded income tax expense from continuing operations of ~~$65~~$133 million and ~~$35~~$76 million for the ~~three~~six months ended ~~March 31,~~June 30, 2022 and 2021, 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.

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

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

Additional stock-based awards of approximately ~~0.4~~1.2 million and ~~1.1~~1.0 million weighted average equivalent shares of stock were outstanding during the three months ended ~~March 31,~~June 30, 2022 and 2021, respectively, and approximately 1.0 million and 1.4 million weighted average equivalent shares of stock were outstanding during the six months ended June 30, 2022 and 2021, respectively. However, these stock-based awards were not included in the computation of diluted income per share for the respective periods mentioned above because the effect would be anti-dilutive.

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 4 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.

Sales between segments are generally recognized at external market prices and are eliminated in consolidation. We use adjusted EBITDA to measure the financial performance of our global business units and for reporting the results of our operating segments. This measure includes all operating items relating to the businesses. The adjusted EBITDA of operating segments excludes items that principally apply to our Company as a whole. The following schedule includes revenues and adjusted EBITDA for each of our reportable operating segments (dollars in millions). We have revised our prior ~~years’~~year presentation below to reconcile total reportable segments’ adjusted EBITDA to income from continuing operations before income taxes, in addition to net income, and removed “corporate and other costs, net” from the total reportable segments’ adjusted EBITDA and included such amounts in the reconciliation to income from continuing operations before income taxes. Additionally, we have revised our prior ~~years’~~year presentation of total reportable segments’ revenues, in which we removed intersegment eliminations from the total reportable ~~segment’s~~segments’ revenues.

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

We operate in four segments: Polyurethanes, Performance Products, Advanced Materials and Textile Effects. Our products comprise a broad range of chemicals and formulations, which we market globally to a diversified group of consumer and industrial customers. Our products are used in a wide range of applications, including those in the adhesives, aerospace, automotive, construction products, durable and non-durable consumer products, electronics, insulation, medical, packaging, coatings and construction, power generation, refining, synthetic fiber, textile chemicals and dyes industries. We are a leading global producer in many of our key product lines, including MDI, amines, maleic anhydride, epoxy-based polymer formulations, textile chemicals and dyes. Our revenues from continuing operations for the three months ended ~~March 31,~~June 30, 2022 and 2021 were ~~$2,389~~$2,362 million and ~~$1,837~~$2,024 million, respectively, and for the six months ended June 30, 2022 and 2021 were $4,751 million and $3,861 million, respectively.

Recent Developments

New Revolving Credit Facility

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

Praxair/Linde Litigation Award

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

~~Share Repurchase Program~~

On March 25, 2022, our Board of Directors increased the authorization of our existing share repurchase program from $1 billion to $2 billion. Repurchases may be made through the open market 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.

~~Dividend Increase~~

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

3334

Table of Contents

Outlook

We expect the following factors to impact our operating segments:

Polyurethanes:

●

~~Second~~Third quarter 2022 adjusted EBITDA estimated to be between ~~$210~~$170 million and ~~$230~~$200 million

●

~~Positive trends in our insulation business,~~Volumes lower year-over-year driven by ~~commercial construction~~weaker demand in Europe

●

European profitability impacted by volatility in regional natural gas prices

	●	Lower equity earnings compared to the prior year from our minority-owned joint venture in China
	●	~~Higher costs, specifically~~Stronger year-over-year profitability in ~~Europe, remain a headwind~~
	●	~~China sales volumes pressure due to COVID-19 related lockdowns~~the Americas business

Performance Products:

●

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

●

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

●

~~China sales volumes lower quarter-over-quarter~~

Lower adjusted EBITDA compared to the second quarter of 2022 due to ~~COVID-19 related lockdowns~~seasonality, lower margins in China and demand headwinds, primarily in Europe

Advanced Materials:

●

~~Second~~Third quarter 2022 adjusted EBITDA estimated to be between ~~$62~~$58 million and ~~$68~~$63 million

	●	~~Pricing~~Price increases and improved product mix to offset higher raw material costs
	●	~~Industrial markets in Europe and Americas regions remain stable~~
	●	~~China demand lower quarter-over-quarter due to COVID-19 related lockdowns~~

~~Textile Effects~~

●

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

●

Normal seasonal decline in adjusted EBITDA quarter-over-quarter

Textile Effects:

●

Third quarter 2022 adjusted EBITDA estimated to be between ~~$29~~$20 million and ~~$31~~$22 million similar to the same period of 2021

●

~~Second quarter 2022 seasonally strongest quarter benefitting~~

Benefits from ~~positive trends in sustainability~~cost control and improved product mix

●

Sales ~~volumes~~volume headwinds primarily in ~~North Asia markets due to COVID-19 related lockdowns in China~~the home and hospitality sectors

In the ~~first~~second quarter of 2022, both our effective tax rate and our adjusted effective tax rate were ~~21%~~22%. For 2022, our adjusted effective tax rate is expected to be approximately 22% to 24%. For further information, see “—Non-GAAP Financial Measures” and “Note 18. Income Taxes” to our condensed consolidated financial statements.

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

3435

Table of Contents

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

ended

March 31,

Percent

2022

2021

change

Revenues
$ 2,389 $ 1,837 30 %
Cost of goods sold
1,824 1,445 26 %
Gross profit
565 392 44 %
Operating expenses, net
261 242 8 %
Restructuring, impairment and plant closing costs
— 24 (100 )%
Operating income
304 126 141 %
Interest expense, net
(14 ) (19 ) (26 )%
Equity in income of investment in unconsolidated affiliates
15 38 (61 )%
Fair value adjustments to Venator investment
(2 ) (19 ) (89 )%
Other income, net
1 7 (86 )%
Income from continuing operations before income taxes
304 133 129 %
Income tax expense
(65 ) (34 ) 91 %
Income from continuing operations
239 99 141 %
Income from discontinued operations, net of tax(1)
1 1 —
Net income
240 100 140 %
Reconciliation of net income to adjusted EBITDA:

Net income attributable to noncontrolling interests
(17 ) (17 ) —
Interest expense, net from continuing operations
14 19 (26 )%
Income tax expense from continuing operations
65 34 91 %
Depreciation and amortization from continuing operations
71 74 (4 )%
Other adjustments:

Business acquisition and integration expenses and purchase accounting inventory adjustments
6 9
EBITDA from discontinued operations(1)
(1 ) (1 )
Fair value adjustments to Venator investment
2 19
Certain legal and other settlements and related expenses
12 2
Costs associated with the Albemarle Settlement, net
1 —
Loss on sale of business/assets
4 —
Income from transition services arrangements
(1 ) (1 )
Certain nonrecurring information technology project implementation costs
2 1
Amortization of pension and postretirement actuarial losses
14 22
Plant incident remediation costs
— 4
Restructuring, impairment and plant closing and transition costs
3 24
Adjusted EBITDA(2)
$ 415 $ 289 44 %

Net cash provided by (used in) operating activities from continuing operations
$ 85 $ (16 ) NM
Net cash used in investing activities
(65 ) (323 ) (80 )%
Net cash used in financing activities
(252 ) (579 ) (56 )%
Capital expenditures
(69 ) (98 ) (30 )%

~~Table of Contents~~

~~Huntsman International~~

	Three months									Three months									Six months
	ended									ended									ended
	March 31,						Percent			June 30,						Percent			June 30,						Percent
	2022			2021			change			2022			2021			change			2022			2021			change
Revenues	$	2,389		$	1,837			30	%	$	2,362		$	2,024			17	%	$	4,751		$	3,861			23	%
Cost of goods sold		1,824			1,445			26	%		1,824			1,593			15	%		3,648			3,038			20	%
Gross profit		565			392			44	%		538			431			25	%		1,103			823			34	%
Operating expenses, net		258			239			8	%		221			211			5	%		482			453			6	%
Restructuring, impairment and plant closing costs		—			24			(100	)%		24			11			118	%		24			35			(31	)%
Operating income		307			129			138	%		293			209			40	%		597			335			78	%
Interest expense, net		(14	)		(19	)		(26	)%		(16	)		(18	)		(11	)%		(30	)		(37	)		(19	)%
Equity in income of investment in unconsolidated affiliates		15			38			(61	)%		19			46			(59	)%		34			84			(60	)%
Fair value adjustments to Venator investment		(2	)		(19	)		(89	)%
Fair value adjustments to Venator investment, net											—			(6	)		(100	)%		(2	)		(25	)		(92	)%
Loss on early extinguishment of debt											—			(27	)		(100	)%		—			(27	)		(100	)%
Other income, net		1			7			(86	)%		13			9			44	%		14			16			(13	)%
Income from continuing operations before income taxes		307			136			126	%		309			213			45	%		613			346			77	%
Income tax expense		(65	)		(35	)		86	%		(67	)		(42	)		60	%		(132	)		(76	)		74	%
Income from continuing operations		242			101			140	%		242			171			42	%		481			270			78	%
Income from discontinued operations, net of tax(1)		1			1			—
Income from discontinued operations, net of tax											—			1			(100	)%		1			2			(50	)%
Net income		243			102			138	%		242			172			41	%		482			272			77	%
Reconciliation of net income to adjusted EBITDA:
Net income attributable to noncontrolling interests		(17	)		(17	)		—			(14	)		(16	)		(13	)%		(31	)		(33	)		(6	)%
Interest expense, net from continuing operations		14			19			(26	)%		16			18			(11	)%		30			37			(19	)%
Income tax expense from continuing operations		65			35			86	%		67			42			60	%		132			76			74	%
Depreciation and amortization from continuing operations		71			73			(3	)%		72			73			(1	)%		143			147			(3	)%
Other adjustments:
Business acquisition and integration expenses and purchase accounting inventory adjustments		6			9						4			5						10			14
EBITDA from discontinued operations(1)		(1	)		(1	)
Fair value adjustments to Venator investment		2			19
EBITDA from discontinued operations											—			(1	)					(1	)		(2	)
Fair value adjustments to Venator investment, net											—			6						2			25
Loss on early extinguishment of debt											—			27						—			27
Certain legal and other settlements and related expenses		12			2						2			8						14			10
Costs associated with the Albemarle Settlement, net		1			—						1			—						2			—
Loss on sale of business/assets		4			—
Loss (gain) on sale of business/assets											7			(30	)					11			(30	)
Income from transition services arrangements		(1	)		(1	)					(1	)		(3	)					(2	)		(4	)
Certain nonrecurring information technology project implementation costs		2			1						1			3						3			4
Amortization of pension and postretirement actuarial losses		14			23						13			21						27			43
Plant incident remediation costs		—			4
Restructuring, impairment and plant closing and transition costs		3			24
Adjusted EBITDA(2)	$	418		$	292			43	%
Plant incident remediation (credits) costs											(5	)		(3	)					(5	)		1
Restructuring, impairment and plant closing and transition costs(2)											27			12						30			36
Adjusted EBITDA(1)										$	432		$	334			29	%	$	847		$	623			36	%

Net cash provided by (used in) operating activities from continuing operations	$	86		$	(17	)		NM											$	316		$	(23	)		NM
Net cash used in investing activities		(278	)		(330	)		(16	)%											(129	)		(369	)		(65	)%
Net cash used in financing activities		(39	)		(575	)		(93	)%											(609	)		(691	)		(12	)%
Capital expenditures from continuing operations		(69	)		(98	)		(30	)%
Capital expenditures																				(138	)		(174	)		(21	)%

Table of Contents

Huntsman ~~Corporation~~International

Three months

Three months

ended

ended

March 31, 2022

March 31, 2021

Tax and

Tax and

Gross

other(3)

Net

Gross

other(3)

Net

Reconciliation of net income to adjusted net income

Net income
$ 240 $ 100
Net income attributable to noncontrolling interests
(17 ) (17 )
Business acquisition and integration expenses and purchase accounting inventory adjustments
$ 6 $ — 6 $ 9 $ (2 ) 7
Income from discontinued operations(4)
(1 ) — (1 ) (1 ) — (1 )
Fair value adjustments to Venator investment
2 — 2 19 — 19
Certain legal and other settlements and related expenses
12 (4 ) 8 2 (1 ) 1
Costs associated with the Albemarle Settlement, net
1 — 1 — — —
Loss on sale of business/assets
4 (1 ) 3 — — —
Income from transition services arrangements
(1 ) — (1 ) (1 ) — (1 )
Certain nonrecurring information technology project implementation costs
2 — 2 1 — 1
Amortization of pension and postretirement actuarial losses
14 (3 ) 11 22 (5 ) 17
Plant incident remediation costs
— — — 4 (1 ) 3
Restructuring, impairment and plant closing and transition costs(2)
3 (1 ) 2 24 (6 ) 18
Adjusted net income(1)
$ 256 $ 147

Weighted average shares-basic
212.7 220.4
Weighted average shares-diluted
215.4 222.6

Basic net income attributable to Huntsman Corporation per share:

Income from continuing operations
$ 1.04 $ 0.38
Income from discontinued operations
0.01 —
Net income
$ 1.05 $ 0.38

Diluted net income attributable to Huntsman Corporation per share:

Income from continuing operations
$ 1.03 $ 0.37
Income from discontinued operations
0.01 —
Net income
$ 1.04 $ 0.37

Other non-GAAP measures:

Diluted adjusted net income per share(1)
$ 1.19 $ 0.66

Net cash provided by (used in) operating activities from continuing operations
$ 85 $ (16 )
Capital expenditures from continuing operations
(69 ) (98 )
Free cash flow from continuing operations(1)
$ 16 $ (114 )

Effective tax rate
21 % 26 %
Impact of non-GAAP adjustments(5)
— (3 )%
Adjusted effective tax rate
21 % 23 %

	Three months									Six months
	ended									ended
	June 30,						Percent			June 30,						Percent
	2022			2021			change			2022			2021			change
Revenues	$	2,362		$	2,024			17	%	$	4,751		$	3,861			23	%
Cost of goods sold		1,824			1,593			15	%		3,648			3,038			20	%
Gross profit		538			431			25	%		1,103			823			34	%
Operating expenses, net		219			209			5	%		477			448			6	%
Restructuring, impairment and plant closing costs		24			11			118	%		24			35			(31	)%
Operating income		295			211			40	%		602			340			77	%
Interest expense, net		(16	)		(18	)		(11	)%		(30	)		(37	)		(19	)%
Equity in income of investment in unconsolidated affiliates		19			46			(59	)%		34			84			(60	)%
Fair value adjustments to Venator investment, net		—			(6	)		(100	)%		(2	)		(25	)		(92	)%
Loss on early extinguishment of debt		—			(27	)		(100	)%		—			(27	)		(100	)%
Other income, net		13			7			86	%		14			14			—
Income from continuing operations before income taxes		311			213			46	%		618			349			77	%
Income tax expense		(68	)		(41	)		66	%		(133	)		(76	)		75	%
Income from continuing operations		243			172			41	%		485			273			78	%
Income from discontinued operations, net of tax		—			1			(100	)%		1			2			(50	)%
Net income		243			173			40	%		486			275			77	%
Reconciliation of net income to adjusted EBITDA:
Net income attributable to noncontrolling interests		(14	)		(16	)		(13	)%		(31	)		(33	)		(6	)%
Interest expense, net from continuing operations		16			18			(11	)%		30			37			(19	)%
Income tax expense from continuing operations		68			41			66	%		133			76			75	%
Depreciation and amortization from continuing operations		72			74			(3	)%		143			147			(3	)%
Other adjustments:
Business acquisition and integration expenses and purchase accounting inventory adjustments		4			5						10			14
EBITDA from discontinued operations		—			(1	)					(1	)		(2	)
Fair value adjustments to Venator investment, net		—			6						2			25
Loss on early extinguishment of debt		—			27						—			27
Certain legal and other settlements and related expenses		2			8						14			10
Costs associated with the Albemarle Settlement, net		1			—						2			—
Loss (gain) on sale of business/assets		7			(30	)					11			(30	)
Income from transition services arrangements		(1	)		(3	)					(2	)		(4	)
Certain nonrecurring information technology project implementation costs		1			3						3			4
Amortization of pension and postretirement actuarial losses		13			22						27			45
Plant incident remediation (credits) costs		(5	)		(3	)					(5	)		1
Restructuring, impairment and plant closing and transition costs(2)		27			12						30			36
Adjusted EBITDA(1)	$	434		$	336			29	%	$	852		$	628			36	%

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

Table of Contents

Huntsman Corporation

	Three months									Three months
	ended									ended
	June 30, 2022									June 30, 2021
				Tax and									Tax and
	Gross			other(3)			Net			Gross			other(3)			Net
Reconciliation of net income to adjusted net income
Net income							$	242								$	172
Net income attributable to noncontrolling interests								(14	)								(16	)
Business acquisition and integration expenses and purchase accounting inventory adjustments	$	4		$	(2	)		2		$	5		$	—			5
Income from discontinued operations(4)		—			—			—			(1	)		—			(1	)
Fair value adjustments to Venator investment, net		—			—			—			6			—			6
Loss on early extinguishment of debt		—			—			—			27			(6	)		21
Certain legal and other settlements and related expenses		2			1			3			8			(2	)		6
Costs associated with the Albemarle Settlement, net		1			—			1			—			—			—
Loss (gain) on sale of businesses/assets		7			(1	)		6			(30	)		4			(26	)
Income from transition services arrangements		(1	)		—			(1	)		(3	)		1			(2	)
Certain nonrecurring information technology project implementation costs		1			(1	)		—			3			(1	)		2
Amortization of pension and postretirement actuarial losses		13			(3	)		10			21			(5	)		16
Plant incident remediation credits		(5	)		1			(4	)		(3	)		1			(2	)
Restructuring, impairment and plant closing and transition costs(2)		27			(7	)		20			12			(2	)		10
Adjusted net income(1)							$	265								$	191

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

Basic net income attributable to Huntsman Corporation per share:
Income from continuing operations							$	1.11								$	0.71
Income from discontinued operations								—									—
Net income							$	1.11								$	0.71

Diluted net income attributable to Huntsman Corporation per share:
Income from continuing operations							$	1.10								$	0.70
Income from discontinued operations								—									—
Net income							$	1.10								$	0.70

Other non-GAAP measures:
Diluted adjusted net income per share(1)							$	1.28								$	0.86

Table of Contents

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

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

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

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

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

Net cash provided by (used in) operating activities from continuing operations							$	316								$	(23	)
Capital expenditures								(138	)								(174	)
Free cash flow from continuing operations(1)							$	178								$	(197	)

Effective tax rate								22	%								22	%
Impact of non-GAAP adjustments(5)								—									(1	)%
Adjusted effective tax rate(1)								22	%								21	%

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

NM—Not meaningful

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

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

(3)	The income tax impacts, if any, are computed on the pre-tax adjustments 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)	For details regarding the tax impacts of our non-GAAP adjustments, please see the reconciliation of our net income to adjusted net income noted above.

(6)

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

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

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Non-GAAP Financial Measures

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

Adjusted EBITDA

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

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

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

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Adjusted Net Income

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

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

Free Cash Flow

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

Adjusted Effective Tax Rate

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

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

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Three Months Ended ~~March 31,~~June 30, 2022 Compared with Three Months Ended ~~March 31,~~June 30, 2021

For the three months ended ~~March 31,~~June 30, 2022, income from continuing operations attributable to Huntsman Corporation was ~~$222~~$228 million, an increase of ~~$140~~$73 million from ~~$82~~$155 million in the 2021 period. For the three months ended ~~March 31,~~June 30, 2022, income from continuing operations attributable to Huntsman International was ~~$225~~$229 million, an increase of ~~$141~~$73 million from ~~$84~~$156 million in the 2021 period. The increases noted above were the result of the following items:

●

Revenues for the three months ended ~~March 31,~~June 30, 2022 increased by ~~$552~~$338 million, or ~~30%~~17%, as compared with the 2021 period. The increase was primarily due to higher average selling prices in all our segments, ~~as well as higher~~partially offset by lower sales volumes in all our ~~Polyurethanes and Performance Products~~ segments. See “—Segment Analysis” below.

●

Gross profit for the three months ended ~~March 31,~~June 30, 2022 increased by ~~$173~~$107 million, or ~~44%~~25%, as compared with the 2021 period. The increase resulted from higher gross profits in all our segments. See “—Segment Analysis” below.

●

Operating expenses, net for the three months ended ~~March 31,~~June 30, 2022 increased by ~~$19~~$10 million, or 8%5%, as compared with the 2021 period, primarily related to the gain on sale of the India-based DIY business pursuant to an ~~increase~~earnout provision in the second quarter of 2021, partially offset by a decrease in selling, general and administrative expenses.

●

~~For the three months ended March 31, 2022, restructuring,~~Restructuring, impairment and plant closing costs were ~~nil~~$24 million for the three months ended June 30, 2022, as compared with ~~costs of $24~~$11 million in the 2021 period. For further information concerning restructuring activities, see “Note 7. Restructuring, Impairment and Plant Closing Costs” to our condensed consolidated financial statements.

●

Interest expense, net for the three months ended March 31, 2022 decreased by $5 million, or 26%, as compared with the 2021 period, primarily related to the redemption in full of our 2021 Senior Notes in the first half of 2021.

●

Equity in income of investment in unconsolidated affiliates for the three months ended ~~March 31,~~June 30, 2022 decreased to ~~$15~~$19 million from ~~$38~~$46 million in the 2021 period, primarily related to a decrease in income at our PO/MTBE joint venture in China, in which we hold a 49% interest.

●

~~For the three months ended March 31, 2022, we recorded a net loss of $2 million in fair~~Fair value adjustments to our investment in Venator and the related option to sell our remaining Venator shares, net was nil for the three months ended June 30, 2022 compared with a net loss of ~~$19~~$6 million in the 2021 period. For further information, see “Note 4. Business Dispositions—Sale of Venator Interest” to our condensed consolidated financial statements.

●

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

●

Our income tax expense for the three months ended ~~March 31,~~June 30, 2022 increased to ~~$65~~$67 million from ~~$34~~$42 million in the 2021 period. The income tax expense of Huntsman International for the three months ended ~~March 31,~~June 30, 2022 increased to ~~$65~~$68 million from ~~$35~~$41 million in the 2021 period. The increase in income tax expense was primarily due to the increase in pretax income, exclusive of the fair value adjustments to our investment in Venator. Our income tax expense is significantly affected by the mix of income and losses in the tax jurisdictions in which we operate, as impacted by the presence of valuation allowances in certain tax jurisdictions. For further information concerning income taxes, see “Note 18. Income Taxes” to our condensed consolidated financial statements.

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	Three months						Percent			Three months						Percent
	ended						change			ended						change
	March 31,						favorable			June 30,						favorable
(Dollars in millions)	2022			2021			(unfavorable)			2022			2021			(unfavorable)
Revenues
Polyurethanes	$	1,386		$	1,068			30	%	$	1,353		$	1,155			17	%
Performance Products		480			305			57	%		492			371			33	%
Advanced Materials		335			278			21	%		336			299			12	%
Textile Effects		197			193			2	%		192			207			(7	)%
Total reportable segment’s revenue		2,398			1,844			30	%
Total reportable segments’ revenue											2,373			2,032			17	%
Intersegment eliminations		(9	)		(7	)		NM			(11	)		(8	)		NM
Total	$	2,389		$	1,837			30	%	$	2,362		$	2,024			17	%

Huntsman Corporation
Segment adjusted EBITDA(1)
Polyurethanes	$	224		$	207			8	%	$	229		$	208			10	%
Performance Products		146			63			132	%		152			88			73	%
Advanced Materials		67			44			52	%		67			58			16	%
Textile Effects		28			25			12	%		22			28			(21	)%
Total reportable segments’ adjusted EBITDA		465			339			37	%		470			382			23	%
Corporate and other		(50	)		(50	)		—			(38	)		(48	)		21	%
Total	$	415		$	289			44	%	$	432		$	334			29	%

Huntsman International
Segment adjusted EBITDA(1)
Polyurethanes	$	224		$	207			8	%	$	229		$	208			10	%
Performance Products		146			63			132	%		152			88			73	%
Advanced Materials		67			44			52	%		67			58			16	%
Textile Effects		28			25			12	%		22			28			(21	)%
Total reportable segments’ adjusted EBITDA		465			339			37	%		470			382			23	%
Corporate and other		(47	)		(47	)		—			(36	)		(46	)		22	%
Total	$	418		$	292			43	%	$	434		$	336			29	%

NM—Not meaningful

(1)

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

	Three months ended March 31, 2022 vs 2021												Three months ended June 30, 2022 vs 2021
	Average selling price(1)												Average selling price(1)
	Local			Foreign currency			Mix &			Sales			Local			Foreign currency			Mix &			Sales
	currency			translation impact			other			volumes(2)			currency			translation impact			other			volumes(2)
Period-over-period increase (decrease)
Polyurethanes		29	%		(3	)%		—			4	%		24	%		(4	)%		1	%		(4	)%
Performance Products		49	%		(3	)%		8	%		3	%		33	%		(3	)%		6	%		(3	)%
Advanced Materials		34	%		(4	)%		8	%		(17	)%		21	%		(5	)%		12	%		(16	)%
Textile Effects		16	%		(2	)%		(1	)%		(11	)%		12	%		(3	)%		—			(16	)%

	Three months ended March 31, 2022 vs December 31, 2021												Three months ended June 30, 2022 vs March 31, 2022
	Average selling price(1)												Average selling price(1)
	Local			Foreign currency			Mix &			Sales			Local			Foreign currency			Mix &			Sales
	currency			translation impact			other			volumes(2)			currency			translation impact			other			volumes(2)
Period-over-period increase (decrease)
Polyurethanes		7	%		(1	)%		—			(7	)%		2	%		(2	)%		2	%		(4	)%
Performance Products		11	%		(1	)%		2	%		5	%		6	%		(1	)%		1	%		(3	)%
Advanced Materials		6	%		(1	)%		7	%		(6	)%		3	%		(2	)%		2	%		(3	)%
Textile Effects		2	%		—			(3	)%		2	%		4	%		(1	)%		1	%		(7	)%

(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 ~~March 31,~~June 30, 2022 compared to the same period of 2021 was ~~largely~~primarily due to higher MDI average selling prices, ~~and slightly higher~~partially offset by lower sales volumes. MDI average selling prices increased in all our regions. Sales volumes ~~increased~~decreased primarily due to ~~stronger~~the extended government-mandated COVID lockdown in Shanghai, China and lower demand, partially offset by favorable comparisons in ~~all~~Europe due to the scheduled turnaround at our ~~regions.~~Rotterdam, Netherlands facility in the second quarter of 2021. The increase in segment adjusted EBITDA was primarily due to higher MDI margins ~~resulting~~and a gain from ~~higher MDI pricing and slightly higher sales volumes,~~an insurance settlement, partially offset by ~~higher raw material costs~~lower sales volumes, the negative impact of weaker major international currencies against the U.S. dollar and lower equity earnings from our ~~PO/MTBE~~minority-owned joint venture in China.

Performance Products

The increase in revenues in our Performance Products segment for the three months ended ~~March 31,~~June 30, 2022 compared to the same period of 2021 was primarily due to higher average selling prices, ~~and slightly higher~~partially offset by lower 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~~commercial excellence programs and in response to an increase in raw material costs. Sales volumes ~~increased~~decreased primarily due to ~~stronger demand as well as favorable~~a shift in product mix ~~changes aligned with our value-over-volume~~based on demand and business strategy. The increase in segment adjusted EBITDA was primarily due to increased revenues and margins, partially offset by ~~increased~~a slight increase in fixed costs.

Advanced Materials

The increase in revenues in our Advanced Materials segment for the three months ended ~~March 31,~~June 30, 2022 compared to the same period inof 2021 was primarily due to higher average selling prices, partially offset by lower sales volumes. Average selling prices increased ~~across all markets~~ largely in response to higher raw material, energy and logistics ~~costs.~~costs as well as improved sales mix. Sales volumes decreased primarily due to deselection of lower margin base resins business. The increase in segment adjusted EBITDA was primarily due to higher sales prices and ~~the benefit from the Gabriel Acquisition.~~improved sales mix.

Textile Effects

The ~~increase~~decrease in revenues in our Textile Effects segment for the three months ended ~~March 31,~~June 30, 2022 compared to the same period of 2021 was primarily due to lower sales volumes, partially offset by higher average selling ~~prices, partially offset by a decrease in sales volumes. Average selling prices increased in response to higher direct costs.~~prices. Sales volumes decreased primarily due to a deselection of certain volume as well as lower demand. Average selling prices increased in response to higher direct costs. The ~~increase~~decrease in segment adjusted EBITDA was primarily due to lower revenues, partially offset by improved portfolio mix.

Corporate and other

Corporate and other includes unallocated corporate overhead, unallocated foreign currency exchange gains and losses, LIFO inventory valuation reserve adjustments, loss on early extinguishment of debt, unallocated restructuring, impairment and plant closing costs, nonoperating income and expense and gains and losses on the disposition of corporate assets. For the three months ended ~~March 31,~~June 30, 2022, adjusted EBITDA from Corporate and other for Huntsman Corporation ~~remained unchanged at~~was a loss of ~~$50~~$38 million as compared to a loss of $48 million for the same period of 2021. For the three months ended ~~March 31,~~June 30, 2022, adjusted EBITDA from Corporate and other for Huntsman International ~~remained unchanged at~~was a loss of ~~$47~~$36 million as compared to a loss of $46 million for the same period of 2021. The increase in adjusted EBITDA from Corporate and other resulted primarily from an increase in unallocated foreign currency exchange gains and a decrease in LIFO valuation losses, partially offset by an increase in corporate overhead costs.

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

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

●

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

●

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

●

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

●

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

●

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

●

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

●

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

●

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

●

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

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	Six months						Percent
	ended						Change
	June 30,						Favorable
	2022			2021			(Unfavorable)
Revenues
Polyurethanes	$	2,739		$	2,223			23	%
Performance Products		972			676			44	%
Advanced Materials		671			577			16	%
Textile Effects		389			400			(3	)%
Total reportable segments’ revenue		4,771			3,876			23	%
Intersegment eliminations		(20	)		(15	)		NM
Total	$	4,751		$	3,861			23	%

Huntsman Corporation
Segment adjusted EBITDA(1)
Polyurethanes	$	453		$	415			9	%
Performance Products		298			151			97	%
Advanced Materials		134			102			31	%
Textile Effects		50			53			(6	)%
Total reportable segments’ adjusted EBITDA		935			721			30	%
Corporate and other		(88	)		(98	)		10	%
Total	$	847		$	623			36	%

Huntsman International
Segment adjusted EBITDA(1)
Polyurethanes	$	453		$	415			9	%
Performance Products		298			151			97	%
Advanced Materials		134			102			31	%
Textile Effects		50			53			(6	)%
Total reportable segments’ adjusted EBITDA		935			721			30	%
Corporate and other		(83	)		(93	)		11	%
Total	$	852		$	628			36	%

NM—Not meaningful

(1)

	Six months ended June 30, 2022 vs June 30, 2021
	Average Selling Price(1)
	Local			Foreign Currency			Mix &			Sales
	Currency			Translation Impact			Other			Volumes(2)
Period-Over-Period (Decrease) Increase
Polyurethanes		27	%		(4	)%		—			—
Performance Products		40	%		(3	)%		7	%		—
Advanced Materials		23	%		(4	)%		14	%		(17	)%
Textile Effects		14	%		(2	)%		(2	)%		(13	)%

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

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

Table of Contents

Polyurethanes

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

Performance Products

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

Advanced Materials

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

Textile Effects

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

Corporate and other

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

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Table of Contents

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 ~~Three~~Six Months Ended ~~March 31,~~June 30, 2022 Compared with the ~~Three~~Six Months Ended ~~March 31,~~June 30, 2021

Net cash provided by (used in) operating activities from continuing operations for the ~~three~~six months ended ~~March 31,~~June 30, 2022 and 2021 was ~~$85~~$316 million and ~~$(16)~~$(23) million, respectively. The increase in net cash provided by operating activities from continuing operations during the ~~three~~six months ended ~~March 31,~~June 30, 2022 compared with the same period in 2021 was primarily attributable to increased operating income as described in “—Results of Operations” above for the ~~three~~six months ended ~~March 31,~~June 30, 2022 as compared with the same period of 2021 ~~partially offset by~~as well as a net cash ~~outflow~~inflow of ~~$47~~$40 million related to changes in operating assets and liabilities.

Net cash used in investing activities for the ~~three~~six months ended ~~March 31,~~June 30, 2022 and 2021 was ~~$65~~$129 million and ~~$323~~$369 million, respectively. During the ~~three~~six months ended ~~March 31,~~June 30, 2022 and 2021, we paid ~~$69~~$138 million and ~~$98~~$174 million for capital expenditures, respectively. During the ~~three~~six months ended ~~March 31,~~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 the India-based DIY business, and we paid approximately ~~$240~~$242 million for the Gabriel Acquisition, net of cash acquired.

Net cash used in financing activities for the ~~three~~six months ended ~~March 31,~~June 30, 2022 and 2021 was ~~$252~~$609 million and ~~$579~~$691 million, respectively. During the ~~three~~six months ended ~~March 31,~~June 30, 2022, we ~~repurchased $203~~paid $504 million for repurchases of our common stock. During the ~~three~~six months ended ~~March 31,~~June 30, 2021, we redeemed in full €445 million (approximately $541 million) in aggregate principal amount of our 2021 Senior Notes. Additionally, during the six months ended June 30, 2021, we issued $400 million in aggregate principal amount of our 2031 Senior Notes, and we redeemed in full $400 million in aggregate principal amount of our 2022 Senior Notes.

Free cash flow from continuing operations for the ~~three~~six months ended ~~March 31,~~June 30, 2022 and 2021 was a source of cash of ~~$16~~$178 million and a use of cash of ~~$114~~$197 million, respectively. The increase in free cash flow was primarily attributable to the increase in cash provided by operating activities from continuing operations as well as a decrease in cash used for capital expenditures during the ~~three~~six months ended ~~March 31,~~June 30, 2022 as compared with the same period in 2021.

Changes in Financial Condition

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

	March 31,		December 31,		(Decrease)			Percent			June 30,		December 31,		(Decrease)			Percent
	2022		2021		Increase			Change			2022		2021		Increase			Change
Cash and cash equivalents	$	807	$	1,041	$	(234	)		(22	)%	$	608	$	1,041	$	(433	)		(42	)%
Accounts and notes receivable, net		1,310		1,186		124			10	%		1,288		1,186		102			9	%
Inventories		1,382		1,201		181			15	%		1,401		1,201		200			17	%
Receivable associated with the Albemarle Settlement		333		333		—			—			—		333		(333	)		(100	)%
Other current assets		156		167		(11	)		(7	)%		140		167		(27	)		(16	)%
Total current assets		3,988		3,928		60			2	%		3,437		3,928		(491	)		(13	)%

Accounts payable		1,315		1,208		107			9	%		1,128		1,208		(80	)		(7	)%
Accrued liabilities		732		780		(48	)		(6	)%		426		780		(354	)		(45	)%
Current portion of debt		21		12		9			75	%		13		12		1			8	%
Current operating lease liabilities		50		51		(1	)		(2	)%		55		51		4			8	%
Total current liabilities		2,118		2,051		67			3	%		1,622		2,051		(429	)		(21	)%
Working capital	$	1,870	$	1,877	$	(7	)		—		$	1,815	$	1,877	$	(62	)		(3	)%

Our working capital decreased by $7$62 million as a result of the net impact of the following significant changes:

●

The decrease in cash and cash equivalents of ~~$234~~$433 million resulted from the matters identified on our condensed consolidated statements of cash flows. See also “—Cash Flows for the ~~Three~~Six Months Ended ~~March 31,~~June 30, 2022 Compared with the ~~Three~~Six Months Ended ~~March 31,~~June 30, 2021.”

●

Accounts receivable increased by ~~$124~~$102 million due to higher revenues in the ~~first~~second quarter of 2022 compared to the fourth quarter of 2021.

●

Inventories increased by ~~$181~~$200 million primarily due to higher inventory costs and volumes.

●

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

●

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

●

Accounts payable ~~increased~~decreased by ~~$107~~$80 million primarily due to ~~higher inventory purchases.~~a decrease in non-trade payables related to insurance premiums and a reduction of capital accruals.

●

Accrued liabilities decreased by ~~$48~~$354 million primarily related to the payment of legal fees and cash taxes associated with the Albemarle Settlement and a decrease in accrued ~~rebates, higher accrued~~ compensation costs and current income taxes payable.

●

~~Current portion of debt increased by $9 million primarily due to a borrowing at AAC.~~

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Table of Contents

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.

Variable Interest Entity Debt

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

Compliance with Covenants

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

4449

Table of Contents

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 ~~March 31,~~June 30, 2022, we had ~~$2,257~~$2,052 million of combined cash and unused borrowing capacity, consisting of ~~$807~~$608 million in cash, ~~$253~~$1,197 million in availability under our Revolving Credit Facility and ~~$1,197~~$247 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 ~~$201~~$390 million for the ~~three~~six months ended ~~March 31,~~June 30, 2022, as reflected in our condensed consolidated statements of cash flows. We expect volatility in our working capital components to continue.

●

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

●

During the ~~three~~six months ended ~~March 31,~~June 30, 2022, we made contributions to our pension and postretirement benefit plans of ~~$13~~$26 million. During 2022, we expect to contribute an additional amount of approximately ~~$36~~$23 million to these plans.

●

On October 26, 2021, our Board of Directors approved a new share repurchase program of $1 billion. In conjunction with the inception of this plan, we retired our prior share repurchase program. On March 25, 2022 our Board of Directors increased the authorization of our existing share repurchase program from $1 billion to $2 billion. During the ~~first quarter of~~six months ended June 30, 2022, we repurchased ~~5,549,348~~13,920,771 shares of our common stock for approximately ~~$210~~$501 million, excluding commissions, under ~~this~~our share repurchase program. From ~~April~~July 1, 2022 through ~~April~~July 20, 2022, we repurchased an additional ~~906,000~~1,265,692 shares of our common stock for approximately ~~$32~~$36 million, excluding commissions.

●

On October 28, 2021, we won an arbitration award in excess of $600 million against ~~Albemarle Corporation (“Albemarle”) for fraud and breach of contract (“Albemarle Settlement”).~~Albemarle. On November 4, 2021, Albemarle agreed to waive any appeal and pay $665 million, of which we received $332.5 million on December 2, 2021 and ~~expect to receive~~received a final payment of $332.5 million ~~by early~~on May 2, 2022. We ~~expect to pay estimated~~paid legal fees and cash taxes of approximately $255 million in the second quarter of 2022.

Long-Term Liquidity

●

During 2020, management implemented cost realignment and synergy plans. In connection with these plans, we remain committed to achieving annualized cost savings and synergy benefits of approximately $140 million during 2023, as previously communicated. Associated with these plans, we expect net cash restructuring and integration costs, including capital expenditures, of approximately $115 million, of which we have spent approximately ~~$88~~$98 million to date.

●

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

●

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

●

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

●

On May 20, 2022, Huntsman International entered into the 2022 Revolving Credit Facility. Borrowings will bear interest at the rates specified in the credit agreement governing the 2022 Credit Facility, which will vary based on the type of loan and Huntsman International’s debt ratings. Under the credit agreement, the interest rate margin and the commitment fee rates are also subject to adjustments based on the Company’s performance on specified sustainability target thresholds with respect to annual percentage reduction in operational greenhouse gas emissions intensity and annual percentage reduction in water consumption intensity. Unless previously terminated in accordance with its terms, the credit agreement will mature in May 2027. Huntsman International may increase the 2022 Revolving Credit Facility commitments up to an additional ~~$5.3~~$500 million, ~~in dividends each quarter related~~subject to ~~this dividend increase.~~

the satisfaction of certain conditions. In connection with entering into the 2022 Revolving Credit Facility, Huntsman International terminated all commitments and repaid all obligations under its 2018 $1.2 billion senior unsecured credit facility. See “Note 8. Debt—Direct and Subsidiary Debt—Revolving Credit Facility” to our condensed consolidated financial statements.

As of ~~March 31,~~June 30, 2022, we had ~~$21~~$13 million classified as current portion of debt, including debt at our variable interest entities of ~~$17~~$9 million and certain other short-term facilities and scheduled amortization payments totaling $4 million. We intend to renew, repay or extend the majority of these short-term facilities in the next twelve months.

As of ~~March 31,~~June 30, 2022, we had approximately ~~$506~~$477 million of cash and cash equivalents 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.

4550

Table of Contents

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 ~~March 31,~~June 30, 2022. Based on this evaluation, our chief executive officer and chief financial officer have concluded that, as of ~~March 31,~~June 30, 2022, 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 ~~March 31,~~June 30, 2022 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.~~

4651

Table of Contents

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

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 ~~March 31,~~June 30, 2022.

Total number of

Approximate dollar

shares purchased

value of shares that

Total number

Average

as part of publicly

may yet be purchased

of shares

price paid

announced plans

under the plans or

purchased

per share(1)

or programs(2)

programs(2)

January 1 - January 31
851,000 $ 36.16 851,000 $ 868,000,000
February 1 - February 28
2,035,743 38.93 1,788,301 798,000,000
March 1 - March 31
2,910,365 37.50 2,910,047 1,689,000,000
Total
5,797,108 37.81 5,549,348

					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 1 - April 30		1,727,274	$	34.80		1,704,834	$	1,630,000,000
May 1 - May 31		5,765,097		34.82		5,765,001		1,429,000,000
June 1 - June 30		902,011		34.26		901,588		1,398,000,000
Total		8,394,382		34.76		8,371,423

(1)

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

(2)

On October 26, 2021, our Board of Directors approved a new share repurchase program of $1 billion. In conjunction with the inception of this program, we retired our prior share repurchase program. On March 25, 2022, our Board of Directors increased the authorization of our existing share prepurchase program from $1 billion of repurchases to $2 billion. Similar to our prior share repurchase program, the share repurchase program will be 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~~second quarter of 2022, we repurchased ~~5,549,348~~8,371,423 shares of our common stock for approximately ~~$210~~$291 million, excluding commissions.

4752

Table of Contents

ITEM 6. EXHIBITS

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

4853

Table of Contents

EXHIBIT INDEX

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

			Incorporated by Reference
Exhibit Number		Exhibit Description	Form	Exhibit	Filing Date
10.1		Credit Agreement, dated May 20, 2022, between Huntsman International LLC, Citibank, N.A., as administrative agent, Citibank, N.A., BOFA Securities, Inc., PNC Capital Markets LLC, TD Securities (USA) LLC and Truist Securities, Inc., as Co-Sustainability Structuring Agents, Bank of America, N.A., PNC Bank, National Association, The Toronto Dominion Bank, New York Branch and Truist Bank, as co-syndication agents, and BMO Harris Bank N.A., Industrial and Commercial Bank of China Limited, New York Branch JPMorgan Chase Bank, N.A. and MUFG Bank, Ltd, as co-documentation agents, and the lenders thereto.	8-K	10.1	May 23, 2022
31.1	*	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	*	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	*	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	*	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	*	Inline XBRL Instance Document - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH	*	Inline XBRL Taxonomy Extension Schema
101.CAL	*	Inline XBRL Taxonomy Extension Calculation Linkbase
101.LAB	*	Inline XBRL Taxonomy Extension Label Linkbase
101.PRE	*	Inline XBRL Taxonomy Extension Presentation Linkbase
101.DEF	*	Inline XBRL Taxonomy Extension Definition Linkbase
104		The cover page from this Quarterly Report on Form 10-Q, formatted in Inline XBRL and contained in Exhibit 101

Filed herewith

4954

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: ~~April 28,~~August 2, 2022	HUNTSMAN CORPORATION
	HUNTSMAN INTERNATIONAL LLC

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

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

5055

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

For the quarterly period ended ~~March 31,~~June 30, 2022

OR

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

For the transition period from to

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

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

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

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

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

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

		Page
PART I	FINANCIAL INFORMATION	4
ITEM 1.	Condensed Consolidated Financial Statements (Unaudited)	4
	Huntsman Corporation and Subsidiaries:
	Unaudited Condensed Consolidated Balance Sheets	4
	Unaudited Condensed Consolidated Statements of Operations	5
	Unaudited Condensed Consolidated Statements of Comprehensive Income	6
	Unaudited Condensed Consolidated Statements of Equity	67
	Unaudited Condensed Consolidated Statements of Cash Flows	8
	Huntsman International LLC and Subsidiaries:
	Unaudited Condensed Consolidated Balance Sheets	9
	Unaudited Condensed Consolidated Statements of Operations	10
	Unaudited Condensed Consolidated Statements of Comprehensive Income	11
	Unaudited Condensed Consolidated Statements of Equity	12
	Unaudited Condensed Consolidated Statements of Cash Flows	13
	Huntsman Corporation and Subsidiaries and Huntsman International LLC and Subsidiaries:
	Notes to Unaudited Condensed Consolidated Financial Statements	14
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3334
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	4651
ITEM 4.	Controls and Procedures	4651
PART II	OTHER INFORMATION	4752
ITEM 1.	Legal Proceedings	4752
ITEM 1A.	Risk Factors	4752
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4752
ITEM 6.	Exhibits	4853

	*March 31,*			*December 31,*			*June 30,*			*December 31,*
	*2022*			*2021*			*2022*			*2021*
ASSETS
Current assets:
Cash and cash equivalents(a)	$	807		$	1,041		$	608		$	1,041
Accounts and notes receivable (net of allowance for doubtful accounts of $23 and $25, respectively), ($372 and $324 pledged as collateral, respectively)(a)		1,285			1,159
Accounts and notes receivable (net of allowance for doubtful accounts of $24 and $25, respectively), ($407 and $324 pledged as collateral, respectively)(a)								1,259			1,159
Accounts receivable from affiliates		25			27			29			27
Inventories(a)		1,382			1,201			1,401			1,201
Receivable associated with the Albemarle Settlement		333			333			0			333
Other current assets		156			167			140			167
Total current assets		3,988			3,928			3,437			3,928
Property, plant and equipment, net(a)		2,551			2,576			2,486			2,576
Investment in unconsolidated affiliates		485			470			431			470
Intangible assets, net		461			469			448			469
Goodwill		650			650			648			650
Deferred income taxes		204			206			196			206
Operating lease right-of-use assets		390			403			407			403
Other noncurrent assets(a)		673			690			668			690
Total assets	$	9,402		$	9,392		$	8,721		$	9,392

LIABILITIES AND EQUITY
Current liabilities:
Accounts payable(a)	$	1,252		$	1,148		$	1,069		$	1,148
Accounts payable to affiliates		63			60			59			60
Accrued liabilities(a)		732			780			426			780
Current portion of debt(a)		21			12			13			12
Current operating lease liabilities(a)		50			51			55			51
Total current liabilities		2,118			2,051			1,622			2,051
Long-term debt(a)		1,529			1,538			1,508			1,538
Deferred income taxes		178			161			220			161
Noncurrent operating lease liabilities(a)		358			370			370			370
Other noncurrent liabilities(a)		679			713			650			713
Total liabilities		4,862			4,833			4,370			4,833
Commitments and contingencies (Notes 15 and 16)
Equity
Huntsman Corporation stockholders’ equity:
Common stock $0.01 par value, 1,200,000,000 shares authorized, 261,055,993 and 259,701,770 shares issued and 209,975,156 and 214,170,287 shares outstanding, respectively		3			3
Common stock $0.01 par value, 1,200,000,000 shares authorized, 261,124,462 and 259,701,770 shares issued and 201,672,202 and 214,170,287 shares outstanding, respectively								3			3
Additional paid-in capital		4,152			4,102			4,154			4,102
Treasury stock, 51,080,837 and 45,531,489 shares, respectively		(1,144	)		(934	)
Treasury stock, 59,452,260 and 45,531,489 shares, respectively								(1,435	)		(934	)
Unearned stock-based compensation		(49	)		(25	)		(41	)		(25	)
Retained earnings		2,595			2,435			2,778			2,435
Accumulated other comprehensive loss		(1,214	)		(1,203	)		(1,312	)		(1,203	)
Total Huntsman Corporation stockholders’ equity		4,343			4,378			4,147			4,378
Noncontrolling interests in subsidiaries		197			181			204			181
Total equity		4,540			4,559			4,351			4,559
Total liabilities and equity	$	9,402		$	9,392		$	8,721		$	9,392

	*Three months*						*Three months*						*Six months*
	*ended*						*ended*						*ended*
	*March 31,*						*June 30,*						*June 30,*
	*2022*			*2021*			*2022*			*2021*			*2022*			*2021*
Revenues:
Trade sales, services and fees, net	$	2,329		$	1,802		$	2,303		$	1,974		$	4,632		$	3,776
Related party sales		60			35			59			50			119			85
Total revenues		2,389			1,837			2,362			2,024			4,751			3,861
Cost of goods sold		1,824			1,445			1,824			1,593			3,648			3,038
Gross profit		565			392			538			431			1,103			823
Operating expenses:
Selling, general and administrative		216			207			203			209			419			416
Research and development		38			38			36			37			74			75
Restructuring, impairment and plant closing costs		0			24			24			11			24			35
Other operating expenses (income), net		7			(3	)
Gain on sale of India-based DIY business								0			(28	)		0			(28	)
Other operating income, net								(18	)		(7	)		(11	)		(10	)
Total operating expenses		261			266			245			222			506			488
Operating income		304			126			293			209			597			335
Interest expense, net		(14	)		(19	)		(16	)		(18	)		(30	)		(37	)
Equity in income of investment in unconsolidated affiliates		15			38			19			46			34			84
Fair value adjustments to Venator investment		(2	)		(19	)
Fair value adjustments to Venator investment, net								0			(6	)		(2	)		(25	)
Loss on early extinguishment of debt								0			(27	)		0			(27	)
Other income, net		1			7			13			9			14			16
Income from continuing operations before income taxes		304			133			309			213			613			346
Income tax expense		(65	)		(34	)		(67	)		(42	)		(132	)		(76	)
Income from continuing operations		239			99			242			171			481			270
Income from discontinued operations, net of tax		1			1			0			1			1			2
Net income		240			100			242			172			482			272
Net income attributable to noncontrolling interests		(17	)		(17	)		(14	)		(16	)		(31	)		(33	)
Net income attributable to Huntsman Corporation	$	223		$	83		$	228		$	156		$	451		$	239

Basic income per share:
Income from continuing operations attributable to Huntsman Corporation common stockholders	$	1.04		$	0.38		$	1.11		$	0.71		$	2.15		$	1.07
Income from discontinued operations attributable to Huntsman Corporation common stockholders, net of tax		0.01			0			0			0			0.01			0.01
Net income attributable to Huntsman Corporation common stockholders	$	1.05		$	0.38		$	1.11		$	0.71		$	2.16		$	1.08
Weighted average shares		212.7			220.4			205.2			220.9			209.0			220.6

Diluted income per share:
Income from continuing operations attributable to Huntsman Corporation common stockholders	$	1.03		$	0.37		$	1.10		$	0.70		$	2.13		$	1.06
Income from discontinued operations attributable to Huntsman Corporation common stockholders, net of tax		0.01			0			0			0			0.01			0.01
Net income attributable to Huntsman Corporation common stockholders	$	1.04		$	0.37		$	1.10		$	0.70		$	2.14		$	1.07
Weighted average shares		215.4			222.6			207.0			222.9			211.2			222.7

Amounts attributable to Huntsman Corporation:
Income from continuing operations	$	222		$	82		$	228		$	155		$	450		$	237
Income from discontinued operations, net of tax		1			1			0			1			1			2
Net income	$	223		$	83		$	228		$	156		$	451		$	239

	*Huntsman Corporation Stockholders' Equity*																									*Huntsman Corporation Stockholders' Equity*
																	*Accumulated*																									*Accumulated*
	*Shares*					*Additional*					*Unearned*						*other*			*Noncontrolling*						*Shares*					*Additional*					*Unearned*						*other*			*Noncontrolling*
	*common*			*Common*		*paid-in*		*Treasury*			*stock-based*			*Retained*			*comprehensive*			*interests in*			*Total*			*common*			*Common*		*paid-in*		*Treasury*			*stock-based*			*Retained*			*comprehensive*			*interests in*			*Total*
	*stock*			*stock*		*capital*		*stock*			*compensation*			*earnings*			*loss*			*subsidiaries*			*equity*			*stock*			*stock*		*capital*		*stock*			*compensation*			*earnings*			*loss*			*subsidiaries*			*equity*
Balance, January 1, 2022		214,170,287		$	3	$	4,102	$	(934	)	$	(25	)	$	2,435		$	(1,203	)	$	181		$	4,559			214,170,287		$	3	$	4,102	$	(934	)	$	(25	)	$	2,435		$	(1,203	)	$	181		$	4,559
Net income		—			0		0		0			0			223			0			17			240			—			0		0		0			0			223			0			17			240
Other comprehensive loss		—			0		0		0			0			0			(11	)		(1	)		(12	)		—			0		0		0			0			0			(11	)		(1	)		(12	)
Issuance of nonvested stock awards		—			0		32		0			(32	)		0			0			0			0			—			0		32		0			(32	)		0			0			0			0
Vesting of stock awards		1,327,568			0		7		0			0			0			0			0			7			1,327,568			0		7		0			0			0			0			0			7
Recognition of stock-based compensation		—			0		1		0			8			0			0			0			9			—			0		1		0			8			0			0			0			9
Repurchase and cancellation of stock awards		(361,250	)		0		0		0			0			(13	)		0			0			(13	)		(361,250	)		0		0		0			0			(13	)		0			0			(13	)
Stock options exercised		387,899			0		10		0			0			(5	)		0			0			5			387,899			0		10		0			0			(5	)		0			0			5
Treasury stock repurchased		(5,549,348	)		0		0		(210	)		0			0			0			0			(210	)		(5,549,348	)		0		0		(210	)		0			0			0			0			(210	)
Dividends declared on common stock ($0.2125 per share)		—			0		0		0			0			(45	)		0			0			(45	)		—			0		0		0			0			(45	)		0			0			(45	)
Balance, March 31, 2022		209,975,156		$	3	$	4,152	$	(1,144	)	$	(49	)	$	2,595		$	(1,214	)	$	197		$	4,540			209,975,156			3		4,152		(1,144	)		(49	)		2,595			(1,214	)		197			4,540
Net income																											—			0		0		0			0			228			0			14			242
Other comprehensive loss																											—			0		0		0			0			0			(98	)		(7	)		(105	)
Vesting of stock awards																											4,045			0		0		0			0			0			0			0			0
Recognition of stock-based compensation																											—			0		1		0			8			0			0			0			9
Repurchase and cancellation of stock awards																											(2,416	)		0		0		0			0			(1	)		0			0			(1	)
Stock options exercised																											66,840			0		1		0			0			0			0			0			1
Treasury stock repurchased																											(8,371,423	)		0		0		(291	)		0			0			0			0			(291	)
Dividends declared on common stock ($0.2125 per share)																											—			0		0		0			0			(44	)		0			0			(44	)
Balance, June 30, 2022																											201,672,202		$	3	$	4,154	$	(1,435	)	$	(41	)	$	2,778		$	(1,312	)	$	204		$	4,351

	*Huntsman International LLC Members*																*Huntsman International LLC Members*
	*Members'*							*Accumulated other*			*Noncontrolling*						*Members'*							*Accumulated other*			*Noncontrolling*
	*equity*							*comprehensive*			*interests in*			*Total*			*equity*							*comprehensive*			*interests in*			*Total*
	*Units*		*Amount*		*Retained earnings*			*loss*			*subsidiaries*			*equity*			*Units*		*Amount*		*Retained earnings*			*loss*			*subsidiaries*			*equity*
Balance, January 1, 2022		2,728	$	3,732	$	2,093		$	(1,187	)	$	181		$	4,819			2,728	$	3,732	$	2,093		$	(1,187	)	$	181		$	4,819
Net income		—		0		226			0			17			243			—		0		226			0			17			243
Dividends paid to parent		—		0		(45	)		0			0			(45	)		—		0		(45	)		0			0			(45	)
Other comprehensive loss		—		0		0			(11	)		(1	)		(12	)		—		0		0			(11	)		(1	)		(12	)
Contribution from parent		—		9		0			0			0			9			—		9		0			0			0			9
Balance, March 31, 2022		2,728	$	3,741	$	2,274		$	(1,198	)	$	197		$	5,014			2,728		3,741		2,274			(1,198	)		197			5,014
Net income																		—		0		229			0			14			243
Dividends paid to parent																		—		0		(42	)		0			0			(42	)
Other comprehensive loss																		—		0		0			(99	)		(7	)		(106	)
Contribution from parent																		—		10		0			0			0			10
Balance, June 30, 2022																		2,728	$	3,751	$	2,461		$	(1,297	)	$	204		$	5,119

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

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

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

	*Workforce reductions*			*Non-cancelable lease and contract termination costs*		*Other restructuring costs*			*Total*			*Workforce reductions*			*Non-cancelable lease and contract termination costs*		*Other restructuring costs*			*Total*
Accrued liabilities as of January 1, 2022	$	28		$	2	$	1		$	31		$	28		$	2	$	1		$	31
2022 charges for 2022 and prior initiatives		0			0		0			0
2022 charges for 2021 and prior initiatives													21			0		3			24
2022 payments for 2021 and prior initiatives		(6	)		0		(1	)		(7	)		(8	)		0		(4	)		(12	)
Accrued liabilities as of March 31, 2022	$	22		$	2	$	0		$	24
Accrued liabilities as of June 30, 2022												$	41		$	2	$	0		$	43

				*Performance*		*Advanced*			*Textile*			*Corporate*									*Performance*		*Advanced*			*Textile*			*Corporate*
	*Polyurethanes*			*Products*		*Materials*			*Effects*			*and Other*			*Total*			*Polyurethanes*			*Products*		*Materials*			*Effects*			*and Other*			*Total*
Accrued liabilities as of January 1, 2022	$	9		$	1	$	5		$	5		$	11		$	31		$	9		$	1	$	5		$	5		$	11		$	31
2022 charges for 2022 and prior initiatives		0			0		0			0			0			0
2022 (credits) charges for 2021 and prior initiatives																			7			0		0			0			17			24
2022 payments for 2021 and prior initiatives		(3	)		0		(1	)		(1	)		(2	)		(7	)		(4	)		0		(1	)		(2	)		(5	)		(12	)
Accrued liabilities as of March 31, 2022	$	6		$	1	$	4		$	4		$	9		$	24
Accrued liabilities as of June 30, 2022																		$	12		$	1	$	4		$	3		$	23		$	43

Current portion of restructuring reserves	$	6		$	1	$	1		$	1		$	3		$	12		$	12		$	1	$	4		$	0		$	15		$	32
Long-term portion of restructuring reserves		0			0		3			3			6			12			0			0		0			3			8			11

	*March 31, 2022*						*December 31, 2021*						*June 30, 2022*						*December 31, 2021*
	*Carrying*			*Estimated*			*Carrying*			*Estimated*			*Carrying*			*Estimated*			*Carrying*			*Estimated*
	*value*			*fair value*			*value*			*fair value*			*value*			*fair value*			*value*			*fair value*
Non-qualified employee benefit plan investments	$	20		$	20		$	25		$	25		$	16		$	16		$	25		$	25
Investment in Venator		17			17			25			25			20			20			25			25
Option agreement for remaining Venator shares		(2	)		(2	)		(7	)		(7	)		(5	)		(5	)		(7	)		(7	)
Long-term debt (including current portion)		(1,550	)		(1,579	)		(1,550	)		(1,698	)		(1,521	)		(1,427	)		(1,550	)		(1,698	)

			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		0			641
Rest of world		92		17		26		30		0			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

							*Other postretirement*												*Other postretirement*
	*Defined benefit plans*						*benefit plans*						*Defined benefit plans*						*benefit plans*
	*Three months*						*Three months*						*Three months*						*Three months*
	*ended*						*ended*						*ended*						*ended*
	*March 31,*						*March 31,*						*June 30,*						*June 30,*
	*2022*			*2021*			*2022*			*2021*			*2022*			*2021*			*2022*			*2021*
Service cost	$	12		$	14		$	0		$	0		$	12		$	14		$	0		$	0
Interest cost		14			12			0			0			15			12			1			1
Expected return on assets		(42	)		(42	)		0			0			(41	)		(42	)		0			0
Amortization of prior service benefit		(1	)		(2	)		(1	)		(1	)		(2	)		(1	)		(1	)		(1	)
Amortization of actuarial loss		14			23			1			1			14			23			0			0
Settlement loss		0			3			0			0
Net periodic benefit cost	$	(3	)	$	8		$	0		$	0
Net periodic benefit (credit) cost													$	(2	)	$	6		$	0		$	0

				*Pension*			*Other*																*Pension*			*Other*
	*Foreign*			*and other*			*comprehensive*								*Amounts*		*Amounts*			*Foreign*			*and other*			*comprehensive*								*Amounts*		*Amounts*
	*currency*			*postretirement*			*income of*								*attributable to*		*attributable to*			*currency*			*postretirement*			*income of*								*attributable to*		*attributable to*
	*translation*			*benefits*			*unconsolidated*								*noncontrolling*		*Huntsman*			*translation*			*benefits*			*unconsolidated*								*noncontrolling*		*Huntsman*
	*adjustments(a)*			*adjustments(b)*			*affiliates*		*Other, net*			*Total*			*interests*		*Corporation*			*adjustments(a)*			*adjustments(b)*			*affiliates*		*Other, net*			*Total*			*interests*		*Corporation*
Beginning balance, January 1, 2022	$	(420	)	$	(810	)	$	8	$	6		$	(1,216	)	$	13	$	(1,203	)	$	(420	)	$	(810	)	$	8	$	6		$	(1,216	)	$	13	$	(1,203	)
Other comprehensive loss before reclassifications, gross		(20	)		0			0		(1	)		(21	)		1		(20	)		(134	)		0			0		(1	)		(135	)		8		(127	)
Tax expense		0			0			0		0			0			0		0			0			0			0		0			0			0		0
Amounts reclassified from accumulated other comprehensive loss, gross(c)		0			13			0		0			13			0		13			0			24			0		0			24			0		24
Tax expense		0			(4	)		0		0			(4	)		0		(4	)		0			(6	)		0		0			(6	)		0		(6	)
Net current-period other comprehensive (loss) income		(20	)		9			0		(1	)		(12	)		1		(11	)		(134	)		18			0		(1	)		(117	)		8		(109	)
Ending balance, March 31, 2022	$	(440	)	$	(801	)	$	8	$	5		$	(1,228	)	$	14	$	(1,214	)
Ending balance, June 30, 2022																				$	(554	)	$	(792	)	$	8	$	5		$	(1,333	)	$	21	$	(1,312	)

	*Three Months Ended March 31,*								*Three Months Ended June 30,*
	*2022*			*2021*					*2022*			*2021*
	*Amounts reclassified*			*Amounts reclassified*				*Affected line item in*	*Amounts reclassified*			*Amounts reclassified*				*Affected line item in*
	*from accumulated*			*from accumulated*				*the statement*	*from accumulated*			*from accumulated*				*the statement*
Details about accumulated other	*other*			*other*				*where net income*	*other*			*other*				*where net income*
comprehensive loss components(a):	*comprehensive loss*			*comprehensive loss*				*is presented*	*comprehensive loss*			*comprehensive loss*				*is presented*
Amortization of pension and other postretirement benefits:
Prior service credit	$	(2	)	$	(3	)	(b)	Other income, net	$	(3	)	$	(2	)	(b)	Other income, net
Settlement loss		0			3		(b)	Other income, net
Actuarial loss		15			24		(b)(c)	Other income, net		14			23		(b)(c)	Other income, net
		13			24			Total before tax		11			21			Total before tax
		(4	)		(5	)		Income tax expense		(2	)		(5	)		Income tax expense
Total reclassifications for the period	$	9		$	19			Net of tax	$	9		$	16			Net of tax

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

	*~~Three months~~*
	*~~ended~~*
	*~~March 31,~~*
	*~~2022(1)~~*	*~~2021~~*
~~Dividend yield~~	NA		~~2.3~~	%
~~Expected volatility~~	NA		~~53.3~~	%
~~Risk-free interest rate~~	NA		~~0.7~~	%
~~Expected life of stock options granted during the period (in years)~~	NA		~~5.9~~

	Six months
	ended
	June 30,
	2022(1)	2021
Dividend yield	NA		2.3	%
Expected volatility	NA		53.3	%
Risk-free interest rate	NA		0.7	%
Expected life of stock options granted during the period (in years)	NA		5.9

						*Weighted*									*Weighted*
				*Weighted*		*average*							*Weighted*		*average*
				*average*		*remaining*		*Aggregate*					*average*		*remaining*		*Aggregate*
				*exercise*		*contractual*		*intrinsic*					*exercise*		*contractual*		*intrinsic*
Option awards	*Shares*			*price*		*term*		*value*		*Shares*			*price*		*term*		*value*
	(in thousands)					(years)		(in millions)		(in thousands)					(years)		(in millions)
Outstanding at January 1, 2022		4,054		$	21.62						4,054		$	21.62
Granted		0			0						0			0
Exercised		(515	)		19.46						(587	)		19.59
Forfeited		(19	)		26.68						(25	)		25.58
Outstanding at March 31, 2022		3,520			21.91		5.4	$	55
Exercisable at March 31, 2022		3,092			21.56		4.9		49
Outstanding at June 30, 2022											3,442			21.94		5.2	$	24
Exercisable at June 30, 2022											3,014			21.58		4.8		22

	*Equity awards*						*Liability awards*					*Equity awards*						*Liability awards*
					*Weighted*					*Weighted*						*Weighted*					*Weighted*
					*average*					*average*						*average*					*average*
					*grant-date*					*grant-date*						*grant-date*					*grant-date*
	*Shares*				*fair value*		*Shares*			*fair value*		*Shares*				*fair value*		*Shares*			*fair value*
	(in thousands)						(in thousands)					(in thousands)						(in thousands)
Nonvested at January 1, 2022		2,178			$	25.07		367		$	24.91		2,178			$	25.07		367		$	24.91
Granted		712				48.12		102			41.04		713		(1)		48.09		102			41.04
Vested		(1,044	)	⁽¹⁾⁽²⁾		23.11		(187	)		24.04		(1,046	)	⁽²⁾⁽³⁾		23.11		(188	)		24.00
Forfeited		(14	)			26.13		(4	)		25.85		(21	)			28.04		(9	)		27.03
Nonvested at March 31, 2022		1,832				35.13		278			31.38
Nonvested at June 30, 2022													1,824				35.15		272			31.52

Segment		Products
Polyurethanes		MDI, polyols, TPU and other polyurethane-related products
Performance Products		Specialty amines, ethyleneamines, maleic anhydride and technology licenses
Advanced Materials		Specialty resin compounds; cross-linking, matting, 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

	*Three months*						Three months						Six months
	*ended*						ended						ended
	*March 31,*						June 30,						June 30,
	*2022*			*2021*			2022			2021			2022			2021
Revenues:
Polyurethanes	$	1,386		$	1,068		$	1,353		$	1,155		$	2,739		$	2,223
Performance Products		480			305			492			371			972			676
Advanced Materials		335			278			336			299			671			577
Textile Effects		197			193			192			207			389			400
Total reportable segment’s revenue		2,398			1,844
Total reportable segments’ revenue								2,373			2,032			4,771			3,876
Intersegment eliminations		(9	)		(7	)		(11	)		(8	)		(20	)		(15	)
Total	$	2,389		$	1,837		$	2,362		$	2,024		$	4,751		$	3,861

Huntsman Corporation:
Segment adjusted EBITDA(1):
Polyurethanes	$	224		$	207		$	229		$	208		$	453		$	415
Performance Products		146			63			152			88			298			151
Advanced Materials		67			44			67			58			134			102
Textile Effects		28			25			22			28			50			53
Total reportable segments’ adjusted EBITDA		465			339
Total reportable segments’ adjusted EBITDA								470			382			935			721

Reconciliation of total reportable segments’ adjusted EBITDA to income from continuing operations before income taxes:
Reconciliation of total reportable segments’ adjusted EBITDA to income from continuing operations before income taxes:
Interest expense, net—continuing operations		(14	)		(19	)		(16	)		(18	)		(30	)		(37	)
Depreciation and amortization—continuing operations		(71	)		(74	)		(72	)		(73	)		(143	)		(147	)
Corporate and other costs, net(2)		(50	)		(50	)		(38	)		(48	)		(88	)		(98	)
Net income attributable to noncontrolling interests		17			17			14			16			31			33
Other adjustments:
Business acquisition and integration expenses and purchase accounting inventory adjustments		(6	)		(9	)		(4	)		(5	)		(10	)		(14	)
Fair value adjustments to Venator investment		(2	)		(19	)
Fair value adjustments to Venator investment, net								0			(6	)		(2	)		(25	)
Loss on early extinguishment of debt								0			(27	)		0			(27	)
Certain legal and other settlements and related expenses		(12	)		(2	)		(2	)		(8	)		(14	)		(10	)
Costs associated with the Albemarle Settlement, net		(1	)		0			(1	)		0			(2	)		0
Loss on sale of business/assets		(4	)		0
(Loss) gain on sale of business/assets								(7	)		30			(11	)		30
Income from transition services arrangements		1			1			1			3			2			4
Certain nonrecurring information technology project implementation costs		(2	)		(1	)		(1	)		(3	)		(3	)		(4	)
Amortization of pension and postretirement actuarial losses		(14	)		(22	)		(13	)		(21	)		(27	)		(43	)
Plant incident remediation costs		0			(4	)
Plant incident remediation credits (costs)								5			3			5			(1	)
Restructuring, impairment and plant closing and transition costs(3)		(3	)		(24	)		(27	)		(12	)		(30	)		(36	)
Income from continuing operations before income taxes		304			133			309			213			613			346

Income tax expense—continuing operations		(65	)		(34	)		(67	)		(42	)		(132	)		(76	)
Income from discontinued operations		1			1			0			1			1			2
Net income	$	240		$	100		$	242		$	172		$	482		$	272