HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Millions)

Nine months

ended

September 30,

2021

2020

Operating Activities:

Net income
$ 500 $ 706
Less: Loss (income) from discontinued operations, net of tax
3 (782 )
Income (loss) from continuing operations
503 (76 )
Adjustments to reconcile income (loss) from continuing operations to net cash provided by operating activities from continuing operations:

Equity in income of investment in unconsolidated affiliates
(118 ) (25 )
Unrealized losses on fair value adjustments to Venator investment
28 100
Cash received from return on investment in unconsolidated subsidiary
31 18
Depreciation and amortization
219 206
Noncash lease expense
46 46
Gain on disposal of businesses/assets
(28 ) 0
Loss on early extinguishment of debt
27 0
Noncash restructuring and impairment charges
14 5
Deferred income taxes
(22 ) (17 )
Noncash compensation
23 19
Other, net
(6 ) 8
Changes in operating assets and liabilities:

Accounts and notes receivable
(342 ) 103
Inventories
(329 ) 154
Prepaid expenses
32 24
Other current assets
(4 ) 11
Other noncurrent assets
(84 ) (47 )
Accounts payable
124 (87 )
Accrued liabilities
82 (29 )
Taxes paid on sale of Chemical Intermediates Businesses
0 (188 )
Other noncurrent liabilities
(29 ) (112 )
Net cash provided by operating activities from continuing operations
167 113
Net cash used in operating activities from discontinued operations
(1 ) (22 )
Net cash provided by operating activities
166 91

Investing Activities:

Capital expenditures
(250 ) (170 )
Cash received from sale of businesses
43 1,923
Acquisition of businesses, net of cash acquired
(245 ) (653 )
(Increase) decrease in receivable from affiliate
(105 ) 275
Insurance proceeds for recovery of property damage
3 0
Other, net
10 4
Net cash (used in) provided by investing activities
(544 ) 1,379

(Continued)

Table of Contents

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(In Millions)


	Nine months
	ended
	September 30,
	2020		2019
					*Nine months*
					*ended*
					*September 30,*
					*2021*			*2020*
Financing Activities:
Net repayments on revolving loan facilities	$	(153)	$	(104)
Net borrowings (repayments) on revolving loan facilities					$	8		$	(153	)
Proceeds from issuance of long-term debt						427			0
Repayments of long-term debt		(17)		(662)		(965	)		(17	)
Proceeds from issuance of long-term debt		—		742
Repayments of short-term debt		(109)		—		0			(109	)
Borrowings on short-term debt		—		101
Repayments of notes payable to affiliate		(380)		(197)		0			(380	)
Repayments of notes payable		(32)		(21)		0			(32	)
Debt issuance costs paid						(4	)		0
Dividends paid to noncontrolling interests		(23)		(40)		(30	)		(23	)
Debt issuance costs paid		—		(7)
Cash paid for noncontrolling interests		—		(100)
Dividends paid to parent		(109)		(112)		(118	)		(109	)
Costs of early extinguishment of debt		—		(21)		(26	)		0
Other		(1)		1
Other, net						2			(1	)
Net cash used in financing activities		(824)		(420)		(706	)		(824	)
Effect of exchange rate changes on cash		(4)		(5)		(2	)		(4	)
Increase in cash, cash equivalents and restricted cash		642		77
(Decrease) increase in cash, cash equivalents and restricted cash						(1,086	)		642
Cash, cash equivalents and restricted cash at beginning of period		525		340		1,591			525
Cash, cash equivalents and restricted cash at end of period	$	1,167	$	417	$	505		$	1,167


Supplemental cash flow information:
Cash paid for interest	$	49	$	65	$	57		$	49
Cash paid for income taxes		242		102		83			242

~~As of~~For both September 30, ~~2020~~2021 and ~~2019,~~2020, the amount of capital expenditures in accounts payable was $54 ~~million and $48 million, respectively. During~~million. For the nine months ended September 30, ~~2020~~2021, the amount of cash paid for taxes in connection with the earnout provision achieved under the terms of the sales agreement of the India-based DIY business was $3 million. See “Note 4. Discontinued Operations and ~~2019, Huntsman Corporation contributed $19 million and $21 million, respectively, related to stock-based compensation for continuing operations.~~Business Dispositions—Sale of India-Based Do-It-Yourself Consumer Adhesives Business.”

See accompanying notes to condensed consolidated financial statements.

HUNTSMAN CORPORATION AND SUBSIDIARIES

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. GENERAL

Certain Definitions

~~Certain Definitions~~

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

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

Interim Financial Statements

~~Interim Financial Statements~~

Our unaudited interim condensed consolidated financial statements and Huntsman International’s unaudited interim condensed consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP” or “U.S. GAAP”) and in management’s opinion reflect all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of results of operations, comprehensive income (loss), financial position and cash flows for the periods presented. Results for interim periods are not necessarily indicative of those to be expected for the full year. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes to consolidated financial statements included in the Annual Report on Form ~~10-K~~10-K for the year ended December 31, ~~2019~~2020 for our Company and Huntsman International.

Description of Businesses

~~Description of Businesses~~

We are a global manufacturer of differentiated organic chemical products. We operate in 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, ~~digital inks,~~ electronics, insulation, medical, packaging, coatings and construction, power generation, refining, synthetic fiber, textile chemicals and dyes industries. We are a leading global producer in many of our key product lines, including MDI, amines, maleic anhydride, epoxy-based polymer formulations, textile chemicals and dyes.

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

Huntsman Corporation and Huntsman International Financial Statements

~~Huntsman Corporation and Huntsman International Financial Statements~~

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

●

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

●

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

Principles of Consolidation

●

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

~~Principles of Consolidation~~

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

~~Recent Developments~~Recent Developments

~~Sale of India-Based Do-It-Yourself Consumer Adhesives Business~~Amendments to Accounts Receivable Securitization Programs

In October 2020, we announced that we have entered into a definitive agreement to sell our India-based do-it-yourself consumer adhesives (“DIY”) business, part of the Advanced Materials segment, to Pidilite Industries Ltd. in an all-cash transaction valued at up to $285 million, excluding customary working capital and other adjustments. Under the terms of the agreement, we will receive approximately $257 million in cash at closing and up to approximately $28 million of additional cash under an earnout within ~~18 months if the business achieves sales revenue in line with 2019. The transaction is expected to close in November 2020. We estimate cash taxes of just under 10% with this transaction.~~

~~Sale of Venator Interest~~

~~In August 2020,~~ On July 1, 2021, we entered into ~~a definitive agreement~~amendments to our U.S. accounts receivable securitization program (“U.S. A/R Program”) and our European accounts receivable securitization program (“EU A/R Program” and collectively with ~~funds advised by SK Capital Partners, LP to sell approximately 42.5 million of ordinary shares we hold in Venator Materials PLC (“Venator”~~the U.S. A/R Program, “A/R Programs”) ~~for a cash purchase price of approximately $100 million, including a 30-month option for~~that, among other things, extended the sale of the remaining approximate 9.5 million ordinary shares we hold in Venator at $2.15 per share. The transaction is subject to regulatory approvals and is expected to close near year end 2020. The sale of the Venator shares facilitates an estimated cash tax savings of approximately $150 million anticipated by offsetting an expected capital loss on the sale of Venator shares against the capital gain realized on the salescheduled termination dates of our chemical intermediates businesses, which included PO/MTBE, and our surfactants businesses (collectively, our “Chemical Intermediates Businesses”) that closed this year in January. See “Note 4. Discontinued Operations and Business Disposition—Separation and Deconsolidation of Venator.”

~~In connection with the 2017 initial public offering of Venator, we recorded a receivable of approximately $34 million related~~ A/R Programs from April 2022 to certain income tax benefits that will be reduced upon completion of the sale of Venator shares to SK Capital Partners, LP due to a tax change of control limitation on certain Venator tax net operating losses. Accordingly, we expect to write off a significant portion of this receivable when the transaction closes.

~~COVID-19 Update~~

The recent outbreak of the coronavirus disease (“COVID-19”) has spread from China to many other countries, including the United States (“U.S.”). In March 2020, the World Health Organization characterized COVID-19 as a pandemic. As of September 30, 2020, there have not been any significant interruptions in our ability to provide our products and support to our customers. However, the COVID-19 pandemic has significantly impacted economic conditions throughout the U.S. and the world, including the markets in which we operate. Demand for our products declined at a rapid pace in the second quarter 2020, which led to a meaningful adverse impact on our revenues and financial results. Although we have experienced improved conditions in most of our core markets in the third quarter of 2020, demand for our products remained modestly down compared to the same period of 2019.

~~In response to the impact of COVID-19, we have implemented, and may continue to implement, cost saving initiatives, including:~~

●

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

●

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

●

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

●

implemented restructuring programs in our Polyurethanes segment to reorganize our spray polyurethane foam business to better position this business for efficiencies and growth in coming years and to optimize our downstream footprint;

●

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

●

implemented restructuring programs in our Advanced Materials segment, primarily related to workforce reductions in connection with the CVC Thermoset Specialties Acquisition and the alignment of the segment’s commercial organization and optimization of the segment’s manufacturing processes; and

●

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

July 2024. For ~~more~~additional information, ~~regarding our 2020 restructuring activities,~~ see “Note ~~7. Restructuring, Impairment~~8. Debt—Direct and ~~Plant Closing Costs”.~~Subsidiary Debt—A/R Programs.”

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

~~Use~~Use of ~~Estimates~~Estimates

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

2. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

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

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

●

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

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

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

~~Accounting Pronouncements Pending Adoption in Future Periods~~

~~In August 2018, the FASB issued ASU No. 2018-14,~~ ~~Compensation—Retirement Benefits—Defined Benefit Plans—General (Topic 715-20): Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans~~. The amendments in this ASU modify certain disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans by removing disclosures that no longer are considered cost beneficial, clarifying the specific requirements of disclosures and adding disclosure requirements identified as relevant. The amendments in

this ASU are effective for fiscal years ending after December 15, 2020 and should be applied on a retrospective basis to all periods presented. Early adoption is permitted. We do not expect the adoption of the amendments in this ASU to have a significant impact on our condensed consolidated financial statements.

3. BUSINESS COMBINATIONS AND ACQUISITIONS

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

On ~~May 18, 2020,~~ January 15, 2021, we completed ~~our~~the acquisition of ~~CVC Thermoset Specialties (“CVC Thermoset Specialties Acquisition”),~~Gabriel Performance Products, a North American specialty chemical manufacturer ~~serving~~of specialty additives and epoxy curing agents for the ~~industrial composites,~~coatings, adhesives, sealants and ~~coatings markets. We acquired the business for $306 million~~composite end-markets (“Gabriel Acquisition”), from ~~Emerald Performance Materials LLC, which is majority owned by affiliates of American Securities LLC,~~funds affiliated with Audax Private Equity in an all-cash transaction of approximately $251 million, subject to customary closing adjustments. The purchase price was funded from available ~~liquidity. The~~liquidity, and the acquired business is being integrated into our Advanced Materials segment. Transaction costs related to this acquisition were approximately ~~NaN~~nil and $5$2 million, ~~as of~~respectively, for the three and nine months ended September 30, ~~2020, respectively,~~ 2021 and were recorded in other operating ~~expenses,~~income, net in our condensed consolidated statements of operations.

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


Fair value of assets acquired and liabilities assumed:
Cash paid for the CVC Thermoset Specialties Acquisition	$	306

Cash paid for the Gabriel Acquisition			$	251

Cash			$	9
Accounts receivable	$	12		13
Inventories		39		26
Property, plant and equipment		88		23
Intangible assets		60		16
Goodwill		119		174
Accounts payable		(7)		(7	)
Accrued liabilities				(2	)
Deferred income taxes		(5)		(1	)
Total fair value of net assets acquired	$	306	$	251

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

The acquired business had revenues and net ~~loss~~income of ~~$25~~$81 million and $4$14 million, respectively, for the period from the date of acquisition to September 30, ~~2020.~~2021.

Acquisition of CVC Thermoset Specialties

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

~~If this~~

We accounted for the CVC Thermoset Specialties Acquisition using the acquisition ~~were~~method. As such, we analyzed the fair value of tangible and intangible assets acquired and liabilities assumed. The allocation of acquisition cost to ~~have occurred on January 1, 2019,~~ the ~~following estimated pro forma revenues, net income~~assets acquired and ~~net income attributable to Huntsman Corporation and Huntsman International would have been reported~~liabilities assumed is summarized as follows (dollars in millions):

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

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

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

Three months

Nine months

ended

ended

September 30,

September 30,

2019

2020

2019
Revenues
$
1,714

$
4,382

$
5,228
Net (loss) income

61

707

327
Net (loss) income attributable to Huntsman Corporation

50

692

296

Acquisition of

Three months

Nine months

ended

ended

September 30,

September 30,

2019

2020

2019
Revenues
$
1,714

$
4,382

$
5,228
Net (loss) income

58

707

318
Net (loss) income attributable to Huntsman International

47

692

287

Icynene-Lapolla

~~Acquisition of Icynene-Lapolla~~

On February 20, 2020, we completed our acquisition of Icynene-Lapolla, a leading North American manufacturer and distributor of spray polyurethane foam insulation systems for residential and commercial applications (“Icynene-Lapolla Acquisition”). We acquired the business from an affiliate of FFL Partners, LLC for $353 million in an all-cash transaction funded from available liquidity. The acquired business was integrated into our Polyurethanes segment. Transaction costs related to this acquisition were approximately NaN and $14 million for the three and nine months ended September 30, 2020, respectively, and were recorded in other operating expenses, net in our condensed consolidated statements of operations.

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


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


Cash	$	7	$	7
Accounts receivable		37		36
Inventories		36		32
Prepaid expenses and other current assets		1		2
Property, plant and equipment		7		9
Intangible assets		165		130
Goodwill		134		167
Other noncurrent assets		3		4
Accounts payable		(13)		(14	)
Accrued liabilities		(10)		(11	)
Deferred income taxes		(14)		(9	)
Total fair value of net assets acquired	$	353	$	353

~~The acquisition cost allocation is preliminary pending final determination~~As a result of the ~~fair value~~final valuation of the assets ~~acquired~~ and liabilities, ~~assumed, including final valuation~~reallocations were made during the first quarter of2021 in certain current asset and liability, property, plant and equipment, intangible asset, goodwill, other noncurrent assets ~~leases~~ and deferred ~~taxes.~~tax balances. Intangible assets acquired ~~included in this preliminary allocation~~ consist primarily of trademarks, trade secrets and customer ~~relationships.~~relationships, which are predominantly being amortized over a period of 10 years. The applicable amortization periods are still being assessed. For purposes of this preliminary allocation of fair value, we have assigned any excess of the acquisition cost over the estimated preliminary fair value to goodwill. The estimated goodwill recognized is attributable primarily to projected future profitable growth, penetration into downstream markets and synergies. ~~We expect that none~~None of the ~~estimated~~ goodwill arising from the acquisition ~~will~~

beis deductible for income tax purposes. ~~It is possible that material changes to this preliminary allocation of acquisition cost could occur.~~

~~The acquired business had revenues and net income of $139 million and $4 million, respectively, for the period from the date of acquisition to September 30, 2020.~~PRO FORMA INFORMATION FOR ACQUISITIONS

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

Three months

Nine months

ended

ended

September 30,

September 30,

2019

2020

2019
Revenues
$
1,746

$
4,380

$
5,312
Net income

36

702

280
Net income attributable to Huntsman Corporation

25

687

249

	*Three months*		*Nine months*
	*ended*		*ended*
	*September 30,*		*September 30,*
	*2020(1)*		*2021(1)*		*2020*
Revenues	$	1,536	$	6,150	$	4,487
Net income		55		485		696
Net income attributable to Huntsman Corporation		46		436		681

Three months

Nine months

ended

ended

September 30,

September 30,

2019

2020

2019
Revenues
$
1,746

$
4,380

$
5,312
Net income

33

702

271
Net income attributable to Huntsman International

22

687

240

	*Three months*		*Nine months*
	*ended*		*ended*
	*September 30,*		*September 30,*
	*2020(1)*		*2021(1)*			*2020*
Revenues	$	1,536	$	6,150	$	4,487
Net income		56		488		696
Net income attributable to Huntsman International		47		439		681

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

4. DISCONTINUED OPERATIONS AND BUSINESS DISPOSITIONS 

SaLE of India-based do-it-Yourself consumer adhesives business

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

SaLE of Venator InterEST

~~Sale~~

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

For the three months ended September 30, 2021 and 2020, we recorded net (losses) gains of $( 3) million and $6 million, respectively, and for the nine months ended September 30, 2021 and 2020, we recorded net losses of $28 million and $100 million, respectively, to record our investment in Venator and related option to sell our remaining Venator shares at fair value. These net (losses) gains were recorded in “Fair value adjustments to Venator investment” in our condensed consolidated statements of operations.

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

Three months

Nine months

ended

ended

September 30,

September 30,

2020

2020

Revenues
$ 474 $ 1,462
Gross profit
20 126
Loss from continuing operations
(39 ) (48 )
Net loss
(39 ) (48 )
Net loss attributable to Venator
(42 ) (54 )
Sale of Chemical Intermediates Businesses

On January 3, 2020, we completed the sale of our chemical intermediates businesses, which included PO/MTBE, and our surfactants business (“Chemical Intermediates ~~Businesses~~Businesses”) to Indorama Ventures Holdings L.P. (“Indorama”) in a transaction valued at approximately $2 billion, comprised of a cash purchase price of approximately $1.92 billion and the transfer of approximately $72 million in net underfunded pension and other post-employment benefit liabilities. In connection with this sale, we ~~received proceeds of $1.92 billion and~~ recognized a net after-tax gain of $748 million in the firstnine months of 2020. ~~Additionally,~~ Also, in connection with this sale, we entered into long-term supply agreements with Indorama ~~for~~to supply us with certain raw materials at market ~~prices supplied by our former Chemical Intermediates Businesses.~~prices.

During the first nine months of 2020, we paid $188 million of income taxes with respect to the gain on the sale of our Chemical Intermediates Businesses. If the sale of approximately 42.5 million ordinary shares we hold in Venator to SK Capital Partners, LP is completed on or before December 31, 2020, we anticipate to offset an expected capital loss on the sale of the Venator shares against the capital gain realized on the sale of our Chemical Intermediates Businesses, and, accordingly, we expect to pay additional income taxes of approximately $37 million during the fourth quarter of 2020 in connection with the sale of our Chemical Intermediates Businesses. If the sale of these Venator shares does not close on or before December 31, 2020, then we expect to pay additional income taxes of approximately $187 million during the fourth quarter of 2020 in connection with the sale of our Chemical Intermediates Businesses and would realize the benefit of approximately $150 million related to the capital loss on the sale of Venator shares in late 2021 or early 2022. For more information on the sale of ordinary shares we hold in Venator to SK Capital Partners, LP, see “Note 1. Recent Developments – Sale of Venator Interest.”

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

December 31,

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

Accounts receivable
$
145
Inventories

105
Total current assets

Property, plant and equipment, net

720
Operating lease right-of-use assets

69
Deferred income taxes

4
Other noncurrent assets

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

Accounts payable
$
152
Accrued liabilities

26
Current operating lease liabilities

20
Total current liabilities

Deferred income taxes

135
Noncurrent operating lease liabilities

51
Other noncurrent liabilities

128
Total noncurrent liabilities

Total liabilities held for sale(1)
$
512
~~(1)~~ ~~The assets and liabilities held for sale were classified as current as of December 31, 2019 because the sale of our Chemical Intermediates Businesses was completed on January 3, 2020.~~

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

Three months

Nine months

ended

ended

September 30,

September 30,

2020

2019

2020

2019
Major line items constituting pretax income of discontinued operations(1):

Trade sales, services and fees, net(2)
$
—

$
400

$
7

$
1,183
Cost of goods sold(2)

—

292

11

976
Gain on sale of the Chemical Intermediates Businesses

—

—

978

—
Insurance proceeds

—

—

48

—
Other expense items, net

—

15

1

37
Income from discontinued operations before income taxes

—

93

1,021

170
Income tax expense

—

(25)

(239)

(44)
Net income attributable to discontinued operations
$
—

$
68

$
782

$
126

Three months

Nine months

ended

ended

September 30,

September 30,

2021

2020

2021

2020

Major line items constituting pretax income of discontinued operations(1):

Trade sales, services and fees, net⁽²⁾
$ 0 $ 0 $ 0 $ 7
Cost of goods sold⁽²⁾
0 0 0 11
Gain on sale of the Chemical Intermediates Businesses
0 0 0 978
Insurance proceeds
0 0 0 48
Other (income) expense items, net
0 0 (2 ) 1
Income from discontinued operations before income taxes
0 0 2 1,021
Income tax expense
(5 ) 0 (5 ) (239 )
Net (loss) income attributable to discontinued operations
$ (5 ) $ 0 $ (3 ) $ 782
~~(1)~~
(1)
Discontinued operations include our Chemical Intermediates Businesses, our Australian styrenics operations and our North American polymers and base chemicals operations for all periods presented.

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

~~Separation and Deconsolidation of Venator~~

In August 2017, we separated our Titanium Dioxide and Performance Additives business and conducted an initial public offering of ordinary shares of Venator. Following a series of public offerings and sales of Venator ordinary shares, beginning in December 2018, our ownership in Venator decreased to approximately 49%, and we began

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accounting for our remaining interest in Venator as an equity method investment using the fair value option. For the three months ended September 30, 2020 and 2019, we recorded a gain of $6 million and a loss of $148 million, respectively, and for the nine months ended September 30, 2020 and 2019, we recorded a loss of $100 million and $91 million, respectively. These gains and losses were recorded in “Fair value adjustments to Venator investment” on our condensed consolidated statements of operations.

In August 2020, we entered into a definitive agreement to sell approximately 42.5 million of ordinary shares we hold in Venator, including a 30-month option for the sale of the remaining approximate 9.5 million ordinary shares we hold in Venator at $2.15 per share. See “Note 1. General—~~Recent Developments~~—~~Sale of Venator Interest.”~~

~~Summarized financial information of Venator for the three and nine months ended September 30, 2020 and 2019 is as follows (in millions):~~

Three months

Nine months

ended

ended

September 30,

September 30,

2020

2019

2020

2019
Revenues
$
474

$
526

$
1,462

$
1,666
Gross profit

20

62

126

205
(Loss) income from continuing operations

(39)

(17)

(48)

3
Net (loss) income

(39)

(17)

(48)

3
Net loss attributable to Venator

(42)

(18)

(54)

(1)

5. INVENTORIES

~~Inventories are stated~~We state our inventories at the lower of cost or market, with cost determined using ~~LIFO, first-in first-out~~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):

September 30,

December 31,

2020

2019

September 30,

December 31,

2021

2020

Raw materials and supplies

$
174

$
175
$ 284 $ 180
Work in progress

44

49
54 44
Finished goods

624

718
876 651
Total

842

942
1,214 875
LIFO reserves

(23)

(28)
(40 ) (27 )
Net inventories

$
819

$
914
$ 1,174 $ 848

~~As of~~ For both September 30, ~~2020~~2021 and December 31, ~~2019,~~2020, approximately 7% ~~and 9%, respectively,~~ of inventories were recorded using the LIFO cost ~~method, respectively.~~method.

6. VARIABLE INTEREST ENTITIES

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

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

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

During the nine months ended September 30, ~~2020,~~2021, there were no changes in our variable interest entities.

Sasol-Huntsman was our 50%-owned joint venture with Sasol that owned and operated a maleic anhydride facility in Moers, Germany. On September 30, 2019, we acquired the 50% noncontrolling interest that we did not own in

~~Sasol-Huntsman. As such, as of September 30, 2019, Sasol-Huntsman became our wholly-owned subsidiary and was no longer accounted for as a variable interest entity.~~

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 September 30, ~~2020,~~2021, the joint ventures’ assets, liabilities and results of operations are included in our condensed consolidated financial statements.

The following table summarizes the carrying amount of our variable interest entities’ assets and liabilities included in our condensed consolidated balance sheet as of September 30, ~~2020~~2021 and our consolidated balance sheet as of December 31, ~~2019~~2020 (dollars in millions):

September 30,

December 31,


2020

2019

September 30,

December 31,

2021

2020

Current assets

$
36

$
50
$ 97 $ 49
Property, plant and equipment, net

168

180
161 167
Operating lease right-of-use assets

20

16
28 22
Other noncurrent assets

136

132
147 138
Deferred income taxes

30

30
30 30
Total assets

$
390

$
408
$ 463 $ 406
Current liabilities

$
165

$
151
$ 175 $ 183
Long-term debt

3

29
53 3
Noncurrent operating lease liabilities

16

11
22 17
Other noncurrent liabilities

79

87
76 82
Deferred income taxes
1 1
Total liabilities

$
263

$
278
$ 327 $ 286

The revenues, income from continuing operations before income taxes and net cash provided by operating activities for our variable interest entities for the three and nine months ended September 30, ~~2020~~ 2021 and ~~2019~~2020 are as follows (dollars in millions):

Three months

Nine months

ended

ended

September 30,

September 30,

2021
2020

2021

2020

Revenues
$ 0 $ 0 $ 0 $ 0
Income from continuing operations before income taxes
4 0 11 1
Net cash provided by operating activities
6 3 14 17

Three months

Nine months

ended

ended

September 30,

September 30,

2020(1)

2019

2020(1)

2019
Revenues

$
—

$
28

$
—

$
95
Income from continuing operations before income taxes

—

3

1

16
Net cash provided by operating activities

3

12

17

72
22
~~(1)~~ ~~As of September 30, 2019, Sasol-Huntsman was no longer accounted for as a variable interest entity. Therefore, this financial data excludes information for Sasol-Huntsman.~~
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7. RESTRUCTURING, IMPAIRMENT AND PLANT CLOSING COSTS
As of September 30, 2021 and December 31, 2020, accrued restructuring costs by type of cost and initiative consisted of the following (dollars in millions):

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

Total

Accrued liabilities as of January 1, 2021
$ 29 $ 2 $ — $ 31
2021 charges for 2020 and prior initiatives
13 — 5 18
2021 charges for 2021 initiatives
2 — — 2
2021 payments for 2020 and prior initiatives
(12 ) — (4 ) (16 )
2021 payments for 2021 initiatives
(1 ) — — (1 )
Accrued liabilities as of September 30, 2021
$ 31 $ 2 $ 1 $ 34
Details with respect to our reserves for restructuring, impairment and plant closing costs by segment and initiative are provided below (dollars in millions):

Performance

Advanced

Textile

Corporate

Polyurethanes Products Materials Effects and Other Total
Accrued liabilities as of January 1, 2021
$ 12 $ 2 $ 9 $ 8 $ — $ 31
2021 charges (credits) for 2020 and prior initiatives
5 1 (3 ) — 15 18
2021 charges for 2021 initiatives
— — 2 — — 2
2021 payments for 2020 and prior initiatives
(6 ) (2 ) (2 ) (3 ) (3 ) (16 )
2021 payments for 2021 initiatives
— — (1 ) — — (1 )
Accrued liabilities as of September 30, 2021
$ 11 $ 1 $ 5 $ 5 $ 12 $ 34

Current portion of restructuring reserves
$ 11 $ 1 $ 4 $ 2 $ 5 $ 23
Long-term portion of restructuring reserves
— — 1 3 7 11
Details with respect to cash and noncash restructuring charges from continuing operations for the three and nine months ended September 30, 2021 and 2020 are provided below (dollars in millions):

Three months

Nine months

ended

ended

September 30,

September 30,

2021

2020

2021

2020

Cash charges:

2021 charges for 2020 and prior initiatives
$ — $ — $ 18 $ —
2021 charges for 2021 initiatives
— — 2 —
2020 charges for 2019 and prior initiatives
— — — 3
2020 charges for 2020 initiatives
— 8 — 26
Noncash charges:

Accelerated depreciation
4 3 11 3
Gain on sale of assets
(3 ) — (3 ) —
Other noncash (credits) charges
(2 ) 1 6 2
Total restructuring, impairment and plant closing costs
$ (1 ) $ 12 $ 34 $ 34

~~2020 Restructuring Activities~~2021Restructuring Activities

Beginning in the ~~second~~first quarter of 2021, our Corporate and other segment incurred restructuring costs related to a restructuring program to optimize our global approach to leveraging shared services capabilities. In connection with this restructuring program, we recorded restructuring expense of approximately $16 million in the nine months ended September 30,2021 primarily related to workforce reductions, and we expect to record further restructuring expenses of approximately $3 million through 2023.
Beginning in the third quarter of 2020, our Polyurethanes segment implemented a restructuring program to optimize its downstream footprint. In connection with this restructuring program, we recorded restructuring expense of approximately $4 million in the nine months ended September 30,2021 primarily related to workforce reductions and accelerated depreciation, partially offset by a gain on sale of assets of approximately $3 million. We expect to record further restructuring expenses of between approximately $4 million and $5 million through the first half of 2022.
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. In connection with these restructuring programs, we recorded restructuring expense of approximately $8 million in the nine months ended September 30, 2021 primarily related to accelerated depreciation.
23
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2020Restructuring Activities
Beginning in the second quarter of 2020, our Polyurethanes segment implemented a restructuring program to reorganize its spray polyurethane foam business to better position this business for efficiencies and growth in coming years. In connection with this restructuring program, we recorded restructuring expense of approximately $6 million in the nine months ended September 30, 2020 primarily related ~~primarily~~ to workforce reductions and accelerated depreciation.

Beginning in the third quarter of 2020, our Polyurethanes segment implemented a restructuring program to optimize its downstream footprint. In connection with this restructuring program, we recorded restructuring expense of approximately $1 million in the third quarter of ~~2020, and we expect to record further restructuring expenses of between approximately $23 million and $30 million through 2021.~~2020.

Beginning in the second quarter of 2020, our Performance Products segment implemented a restructuring program, primarily related to workforce reductions, in response to the sale of our Chemical Intermediates Businesses to

Indorama. In connection with this restructuring program, we recorded restructuring expense of approximately $4 million in the nine months ended September 30, 2020.

Beginning in the second quarter of 2020, our Advanced Materials segment implemented restructuring programs, primarily related to workforce reductions, in connection with the CVC Thermoset Specialties Acquisition and the alignment of the ~~segment’s~~segment's commercial organization and optimization of the ~~segment’s~~segment's manufacturing processes. In connection with these restructuring programs, we recorded restructuring expense of approximately $10 million in the nine months ended September 30, 2020.

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

~~2019 Restructuring Activities~~

In September 2011, we initiated a restructuring program in our Textile Effects segment to close its production facilities and business support offices in Basel, Switzerland. In July 2019, we sold the production and business support offices in Basel. Accordingly, during the third quarter of 2019, we received proceeds of $49 million related to this sale and recognized a corresponding gain on disposal of assets of $49 million. This gain was recorded as a credit to restructuring, impairment and plant closing costs during the third quarter of 2019.

8. DEBT

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

September 30,

December 31,

2021

2020

Senior Credit Facilities:

Revolving facility
$ 0 $ 0
Amounts outstanding under A/R programs
0 0
Senior notes
1,484 2,047
Variable interest entities
66 50
Other
33 24
Total debt
$ 1,583 $ 2,121
Current portion of debt
$ 16 $ 593
Long-term portion of debt
1,567 1,528
Total debt
$ 1,583 $ 2,121

Direct and Subsidiary Debt
~~Huntsman Corporation~~

September 30,

December 31,

2020

2019
Senior Credit Facilities:

Revolving facility

$
—

$
40
Amounts outstanding under A/R programs

52

167
Term loan

—

103
Senior notes

2,003

1,963
Variable interest entities

50

65
Other

19

51
Total debt

$
2,124

$
2,389
Total current portion of debt

$
567

$
212
Long-term portion of debt

1,557

2,177
Total debt

$
2,124

$
2,389

~~Huntsman International~~

September 30,

December 31,


2020

2019
Senior Credit Facilities:

Revolving facility

$
—

$
40
Amounts outstanding under A/R programs

52

167
Term loan

—

103
Senior notes

2,003

1,963
Variable interest entities

50

65
Other

19

51
Total debt, excluding debt to affiliates

$
2,124

$
2,389
Total current portion of debt

$
567

$
212
Long-term portion of debt

1,557

2,177
Total debt, excluding debt to affiliates

2,124

2,389
Notes payable to affiliates-current

—

100
Notes payable to affiliates-noncurrent

—

280
Total debt

$
2,124

$
2,769

~~Direct and Subsidiary Debt~~

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

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

Debt Issuance Costs

We record debt issuance costs related to a debt liability on the balance sheet as a reduction to the face amount of that debt liability. For September 30, ~~2020~~2021 and December 31, ~~2019,~~2020, the amount of debt issuance costs directly reducing the debt liability was $9$10 million and ~~$11~~$9 million, respectively. We record the amortization of debt issuance costs as interest expense.

Revolving Credit Facility

As of September 30, ~~2020,~~2021, our $1.2 billion senior unsecured revolving credit facility (“~~2018~~ Revolving Credit Facility”) was as follows ~~(dollars~~(monetary amounts in millions):

Unamortized

Discounts and

Committed

Principal

Debt Issuance

Carrying

Facility

Amount

Outstanding

Costs

Value

Interest Rate(2)

Maturity
2018 Revolving Credit Facility

$
1,200

$
—
(1)
$
—
(1)
$
—
(1)
USD LIBOR plus 1.50%

2023

Unamortized

Discounts and

Committed

Principal

Debt Issuance

Carrying

Facility

Amount

Outstanding

Costs

Value

Interest Rate(2)

Maturity

Revolving Credit Facility
$ 1,200 $ 0 (1) $ 0 (1) $ 0 (1)
USD LIBOR plus 1.50%
2023
~~(1)~~
(1)
On September 30, ~~2020,~~2021, we had an additional $6$10 million (U.S. dollar equivalents) of letters of credit and bank guarantees issued and outstanding under our ~~2018~~ Revolving Credit Facility.

~~(2)~~
(2)
Interest rates on borrowings under the ~~2018~~ Revolving Credit Facility vary based on the type of loan and Huntsman International’s debt ratings. The ~~then applicable~~representative interest rate as of September 30, ~~2020~~2021 was 1.50% above LIBOR.

24

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Term Loan Credit Facility

On September 24, 2019, Huntsman International entered into a ~~364-day~~364-day term loan facility (the ~~“2019~~“2019 Term Loan”), pursuant to which Huntsman International borrowed an aggregate principal amount of ~~€92~~€92 million (or $101

~~Table~~interest, if any, to, but not including, the date of ~~Contents~~redemption. 

million equivalent). We used the net proceeds from the 2019 Term Loan to finance our acquisition of the 50% noncontrolling interest that we did not own in the Sasol-Huntsman maleic anhydride joint venture. On September 22, 2020, we repaid the 2019 Term Loan in full at maturity.

A/R Programs

Our ~~U.S. accounts receivable securitization program (“U.S.~~ A/R ~~Program”) and our European accounts receivable securitization program (“EU A/R Program” and collectively with the U.S. A/R Program, “A/R Programs”)~~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.

~~In December 2019,~~ On July 1, 2021, we entered into amendments to our EU A/R ~~program (the “European Amendment”) and~~Programs that, among other things, extended the respective scheduled termination dates of our ~~U.S.~~ A/R ~~Program (the “U.S. Amendment”). The European Amendment allowed the removal of pledged obligors related~~ Programs from April 2022 to the Chemical Intermediates Businesses sold to Indorama. The U.S. Amendment allowed the removal of pledged obligors related to the Chemical Intermediates Businesses sold to Indorama as well as reduced the maximum funding capacity from $250 million to $150 million upon completion of the sale on January 3, 2020.July 2024.

Information regarding our A/R Programs as of September 30, ~~2020~~2021 was as follows (monetary amounts in millions):




Maximum Funding

Amount


Facility

Maturity

Availability(1)

Outstanding

Interest Rate(2)
U.S. A/R Program

April 2022

$
150

$
—
(3)
Applicable rate plus 0.90%
EU A/R Program

April 2022

€
100

€
45

Applicable rate plus 1.30%

(or approximately $117)

(or approximately $52)

Maximum Funding

Amount

Facility

Maturity

Availability(1)

Outstanding

Interest Rate⁽²⁾
U.S. A/R Program

July 2024
$ 150 $ 0
(3)
Applicable rate plus 0.90%
EU A/R Program

July 2024
€ 100 € 0
Applicable rate plus 1.30%

(or approximately $117)

~~(1)~~
(1)
The amount of actual availability under our A/R Programs may be lower based on the level of eligible receivables sold, changes in the credit ratings of our customers, customer concentration levels and certain characteristics of the accounts receivable being transferred, as defined in the applicable agreements.

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

~~(3)~~
(3)
As of September 30, ~~2020,~~2021, we had approximately $4$7 million (U.S. dollar equivalents) of letters of credit issued and outstanding under our U.S. A/R Program.

As of September 30, ~~2020~~2021 and December 31, ~~2019, $207~~2020, $336 million and ~~$221~~$198 million, respectively, of accounts receivable were pledged as collateral under our A/R Programs.

Senior Notes

On ~~March 13, 2019,~~ 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 ~~$750~~$400 million offering of its ~~4.50% senior notes due 2029 (“2029~~2031 Senior ~~Notes”).~~Notes. On ~~March 27, 2019,~~ June 23, 2021, Huntsman International applied the net proceeds offrom the offering, ~~of the 2029 Senior Notes~~along with cash on hand, to redeem in full ~~$650~~$400 million in aggregate principal amount of its ~~4.875% senior notes due 2020 (“2020~~2022 Senior ~~Notes”)~~Notes and ~~also paid associated costs and~~to pay accrued but unpaid interest of ~~$21 million and $12 million, respectively.~~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 ~~$23~~$26 million in the ~~first~~second quarter of ~~2019.~~2021.
The ~~2029~~2031 Senior Notes bear interest at ~~4.50%~~2.95% per year, payable ~~semi-annually~~semi‑annually on ~~May 1~~ June 15 and ~~November 1,~~December 15 of each year, and will mature on ~~May 1, 2029.~~ June 15, 2031. Huntsman International may redeem the ~~2029~~2031 Senior Notes in whole or in part at any time prior to ~~February 1, 2029~~ March 15, 2031 at a price equal to 100% of the principal amount thereof plus a ~~“make-whole”~~“make‑whole” premium as of, and accrued and unpaid ~~interest.~~interest, if any, to, but not including, the date of redemption. Huntsman International may redeem the ~~2029~~2031 Senior Notes at any time in whole or from time to time in part, on or after ~~February 1, 2029~~ March 15, 2031 at a ~~redemption~~ price equal to 100% of the principal amount ~~of the notes to be redeemed,~~thereof plus accrued and unpaid ~~interest.~~

Variable Interest Entity Debt

On September 30, 2021, AAC, our consolidated 50%-owned joint venture, entered into a new term loan facility of 177 million SAR (approximately $47 million) with Saudi British Bank, of which approximately 104 million SAR (approximately $27 million) was funded with the remainder being funded subsequent to September 30, 2021. A portion of these funds were used to repay existing debt subsequent to September 30, 2021.

Note Payable from Huntsman International to Huntsman Corporation

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

Compliance with Covenants

~~Compliance with Covenants~~

We believe that we are in compliance with the covenants contained in the agreements governing our material debt instruments, including our ~~2018~~ Revolving Credit Facility, our A/R Programs and our senior notes.

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9. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

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

Our revenues and expenses are denominated in various foreign currencies, and our cash flows and earnings are thus subject to fluctuations due to exchange rate variations. From time to time, we may enter into foreign currency derivative instruments to minimize the short-term impact of movements in foreign currency rates. Where practicable, we generally net multicurrency cash balances among our subsidiaries to help reduce exposure to foreign currency exchange rates. Certain other exposures may be managed from time to time through financial market transactions, principally through the purchase of spot or forward foreign exchange contracts (generally with maturities of one year or less). We do not hedge our foreign currency exposures in a manner that would eliminate the effect of changes in exchange rates on our cash flows and earnings. As of September 30, ~~2020,~~2021, we had approximately ~~$139~~$178 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. On January 9, 2019, we entered into a six-year $17 million notional value interest rate hedge with a fixed rate of 2.66%. This swap was designated as a cash flow hedge and the effective portion of the changes in the fair value of the swap was recorded in other comprehensive income. In November 2019, we terminated this swap and paid $1 million to our counterparties.

We review our non-U.S. dollar denominated debt and derivative instruments to determine the appropriate amounts designated as hedges. As of September 30, ~~2020,~~2021, we have designated approximately ~~€715~~€120 million (approximately ~~$834~~$140 million) of euro-denominated debt as a hedge of our net investment. For the nine months ended September 30, 2021 and September 30, 2020 ~~and September 30, 2019,~~, the amount recognized on the hedge of our net investment was a gain of $7 million and a loss of $31 million, ~~and a gain of $23 million,~~ respectively, and ~~was~~were recorded in other comprehensive income in our condensed consolidated statements of comprehensive income.

In connection with the December 3, 2018 sale of Venator ordinary shares to Bank of America N.A., we recorded a forward swap. In February 2019, we settled this forward swap and received $16 million from the counterparty.

10. FAIR VALUE

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

September 30, 2020

December 31, 2019

Carrying

Estimated

Carrying

Estimated

Value

Fair Value

Value

Fair Value
Non-qualified employee benefit plan investments
$
24

$
24

$
28

$
28
Long-term debt (including current portion)

(2,124)

(2,314)

(2,389)

(2,544)

September 30, 2021

December 31, 2020

Carrying

Estimated

Carrying

Estimated

Value

Fair Value

Value

Fair Value

Non-qualified employee benefit plan investments
$ 22 $ 22 $ 26 $ 26
Investment in Venator
28 28 32 32
Option agreement for remaining Venator shares
(10 ) (10 ) 11 11
Long-term debt (including current portion)
(1,583 ) (1,755 ) (2,121 ) (2,334 )

The carrying amounts reported in ~~our condensed consolidated~~the balance sheets of cash and cash equivalents, accounts receivable and accounts payable approximate fair value because of the immediate or short-term maturity of these financial instruments. ~~We elected the fair value option to account for our equity method~~Our investment in Venator ~~post~~

~~deconsolidation. The~~is marked to fair value, ~~of our remaining investment in Venator reported in investment in unconsolidated affiliates~~which is obtained through market observable pricing using prevailing market prices (Level 1)1). Additionally, the estimated fair value of the option agreement related to the remaining ordinary shares we hold in Venator is based on a valuation technique using market observable inputs (Level 2). See “Note 4. Discontinued Operations and Business Dispositions—~~Separation and Deconsolidation~~Sale of ~~Venator.~~Venator Interest.” The fair values of ~~our~~ non-qualified employee benefit plan investments are obtained through market observable pricing using prevailing market prices (Level 1)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)1).

The fair value estimates presented herein are based on pertinent information available to management as of September 30, ~~2020~~2021 and December 31, ~~2019.~~ 2020. Although ~~management is~~ we are not aware of any factors that would significantly affect the estimated fair value amounts, such amounts have not been comprehensively revalued for purposes of these financial statements since September 30, ~~2020,~~2021, and current estimates of fair value may differ significantly from the amounts presented herein.

During the nine months ended September 30, ~~2020,~~2021, there were 0 instruments measured at fair value on a recurring basis using significant unobservable inputs (Level 3)3), and there were 0 gains or losses (realized and unrealized) included in earnings for instruments categorized as Level 3 within the fair value hierarchy.

Table of Contents

11. REVENUE ~~RECOGNITION~~RECOGNITION

We generate substantially all of our revenues through sales in the open market and long-term supply agreements. We recognize revenue when control of the promised goods is transferred to our customers. Control of goods usually passes to the customer at the time shipment is made. Revenue is measured as the amount that reflects the consideration that we expect to be entitled to in exchange for those goods. Sales, value add and other taxes we collect concurrent with revenue-producing activities are excluded from revenue. Incidental items that are immaterial in the context of the contract are recognized as expense. We have elected to account for all shipping and handling activities as fulfillment costs. We have also elected to expense commissions when incurred as the amortization period of the commission asset that we would have otherwise recognized is less than one year.

The following tables disaggregate our revenue from continuing operations by major source for the three months ended September 30, ~~2020~~ 2021 and ~~2019~~2020 (dollars in millions):


2020	Polyurethanes		Performance Products		Advanced Materials		Textile Effects		Corporate and Eliminations		Total
															*Performance*		*Advanced*		*Textile*		*Corporate and*
2021													*Polyurethanes*		*Products*		*Materials*		*Effects*		*Eliminations*			*Total*
Primary Geographic Markets(1)
U.S. and Canada	$	350	$	104	$	52	$	12	$	(5)	$	513	$	537	$	183	$	90	$	14	$	(6	)	$	818
Europe		253		57		70		20		—		400		377		106		108		29		(3	)		617
Asia Pacific		264		63		57		86		—		470		379		88		78		113		(1	)		657
Rest of world		69		14		20		24		—		127		110		22		28		32		1			193
	$	936	$	238	$	199	$	142	$	(5)	$	1,510

													$	1,403	$	399	$	304	$	188	$	(9	)	$	2,285

Major Product Groupings
MDI urethanes	$	936									$	936	$	1,403										$	1,403
Differentiated			$	238								238			$	399									399
Specialty					$	178						178					$	276							276
Non-specialty						21						21						28							28
Textile chemicals, dyes and digital inks							$	142				142
Textile chemicals and dyes																			$	188					188
Eliminations									$	(5)		(5)									$	(9	)		(9	)
	$	936	$	238	$	199	$	142	$	(5)	$	1,510
													$	1,403	$	399	$	304	$	188	$	(9	)	$	2,285

Performance

Advanced

Textile

Corporate and

2020

Polyurethanes

Products

Materials

Effects

Eliminations

Total

Primary Geographic Markets(1)

U.S. and Canada
$ 350 $ 104 $ 52 $ 12 $ (5 ) $ 513
Europe
253 57 70 20 0 400
Asia Pacific
264 63 57 86 0 470
Rest of world
69 14 20 24 0 127
$ 936 $ 238 $ 199 $ 142 $ (5 ) $ 1,510

Major Product Groupings

MDI urethanes
$ 936 $ 936
Differentiated
$ 238 238
Specialty
$ 178 178
Non-specialty
21 21
Textile chemicals and dyes
$ 142 142
Eliminations
$ (5 ) (5 )
$ 936 $ 238 $ 199 $ 142 $ (5 ) $ 1,510

30
27
Table of Contents

2019
Polyurethanes

Performance Products

Advanced Materials

Textile Effects

Corporate and Eliminations

Total
Primary Geographic Markets(1)

U.S. and Canada
$
362

$
132

$
74

$
15

$
(19)

$
564
Europe

272

74

93

29

(2)

466
Asia Pacific

287

60

69

104

—

520
Rest of world

72

15

20

31

(1)

137

$
993

$
281

$
256

$
179

$
(22)

$
1,687

Major Product Groupings

MDI urethanes
$
993

$
993
Differentiated

$
281

281
Specialty

$
222

222
Non-specialty

34

34
Textile chemicals, dyes and digital inks

$
179

179
Eliminations

$
(22)

(22)

$
993

$
281

$
256

$
179

$
(22)

$
1,687

The following tables disaggregate our revenue from continuing operations by major source for the nine months ended September 30, ~~2020~~ 2021 and ~~2019~~2020 (dollars in millions):

2020
Polyurethanes

Performance Products

Advanced Materials

Textile Effects

Corporate and Eliminations

Total

Performance

Advanced

Textile

Corporate and

2021

Polyurethanes

Products

Materials

Effects

Eliminations

Total

Primary Geographic Markets(1)

U.S. and Canada
$
1,015

$
333

$
167

$
36

$
(16)

$
1,535
$ 1,338 $ 460 $ 262 $ 39 $ (15 ) $ 2,084
Europe

681

184

243

71

(1)

1,178
949 283 317 95 (8 ) 1,636
Asia Pacific

673

194

164

251

—

1,282
1,055 276 223 362 (1 ) 1,915
Rest of world

185

47

58

66

(1)

355
284 56 79 92 0 511

$
2,554

$
758

$
632

$
424

$
(18)

$
4,350

$ 3,626 $ 1,075 $ 881 $ 588 $ (24 ) $ 6,146

Major Product Groupings

MDI urethanes
$
2,554

$
2,554
$ 3,626 $ 3,626
Differentiated

$
758

758
$ 1,075 1,075
Specialty

$
561

561
$ 795 795
Non-specialty

71

71
86 86
Textile chemicals, dyes and digital inks

$
424

424
Textile chemicals and dyes
$ 588 588
Eliminations

$
(18)

(18)
$ (24 ) (24 )

$
2,554

$
758

$
632

$
424

$
(18)

$
4,350
$ 3,626 $ 1,075 $ 881 $ 588 $ (24 ) $ 6,146

2019
Polyurethanes

Performance Products

Advanced Materials

Textile Effects

Corporate and Eliminations

Total
Primary Geographic Markets(1)

U.S. and Canada
$
1,094

$
404

$
224

$
48

$
(44)

$
1,726
Europe

802

249

322

99

(8)

1,464
Asia Pacific

803

179

201

336

(1)

1,518
Rest of world

232

48

56

100

(4)

432

$
2,931

$
880

$
803

$
583

$
(57)

$
5,140

Major Product Groupings

MDI urethanes
$
2,931

$
2,931
Differentiated

$
880

880
Specialty

$
683

683
Non-specialty

120

120
Textile chemicals, dyes and digital inks

$
583

583
Eliminations

$
(57)

(57)

$
2,931

$
880

$
803

$
583

$
(57)

$
5,140

Performance

Advanced

Textile

Corporate and

2020

Polyurethanes

Products

Materials

Effects

Eliminations

Total

Primary Geographic Markets(1)

U.S. and Canada
$ 1,015 $ 333 $ 167 $ 36 $ (16 ) $ 1,535
Europe
681 184 243 71 (1 ) 1,178
Asia Pacific
673 194 164 251 0 1,282
Rest of world
185 47 58 66 (1 ) 355
$ 2,554 $ 758 $ 632 $ 424 $ (18 ) $ 4,350

Major Product Groupings

MDI urethanes
$ 2,554 $ 2,554
Differentiated
$ 758 758
Specialty
$ 561 561
Non-specialty
71 71
Textile chemicals and dyes
$ 424 424
Eliminations
$ (18 ) (18 )
$ 2,554 $ 758 $ 632 $ 424 $ (18 ) $ 4,350
~~(1)~~(1)
Geographic information for revenues is based upon countries into which product is sold.
~~Geographic information for revenues is based upon countries into which product is sold.~~

Substantially all of our revenue is generated through product sales in which revenue is recognized at a point in time. At contract inception, we assess the goods and services, if any, promised in our contracts and identify a performance obligation for each promise to transfer to the customer a good or service that is distinct. In substantially all cases, a contract has a single performance obligation to deliver a promised good to the customer. Revenue is recognized
31
28
Table of Contents
when control of the product is transferred to the customer (i.e., when our performance obligation is satisfied), which typically occurs at shipment. Further, in determining whether control has transferred, we consider if there is a present right to payment and legal title, along with risks and rewards of ownership having transferred to the customer.

The amount of consideration we receive and revenue we recognize is based upon the terms stated in the sales contract, which may contain variable consideration such as discounts or rebates. We allocate the transaction price to each distinct product based on their relative standalone selling price. The product price as specified on the purchase order or in the sales contract is considered the standalone selling price as it is an observable input that depicts the price as if sold to a similar customer in similar circumstances. In order to estimate the applicable variable consideration, we use historical and current trend information to estimate the amount of discounts or rebates to which customers are likely to be entitled. Historically, actual discount or rebate adjustments relative to those estimated and included when determining the transaction price have not materially differed. Payment terms vary but are generally less than one year. As our standard payment terms are less than one year, we have elected to not assess whether a contract has a significant financing component. In the normal course of business, we do not accept product returns unless the item is defective as manufactured. We establish provisions for estimated returns based on an analysis of historical experience.

12. EMPLOYEE BENEFIT PLANS

Components of the net periodic benefit costs from continuing operations for the three and nine months ended September 30, ~~2020~~ 2021 and ~~2019~~2020 were as follows (dollars in millions):

Huntsman Corporation

Other Postretirement

Defined Benefit Plans

Benefit Plans

Three months

Three months

ended

ended

September 30,

September 30,


2020

2019

2020

2019
Service cost

$
13

$
14

$
—

$
—
Interest cost

15

19

1

1
Expected return on assets

(44)

(40)

—

—
Amortization of prior service benefit

(2)

(1)

(2)

(1)
Amortization of actuarial loss

21

17

1

—
Net periodic benefit cost

$
3

$
9

$
—

$
—

Other Postretirement

Defined Benefit Plans

Benefit Plans

Three months

Three months

ended

ended

September 30,

September 30,

2021

2020

2021

2020

Service cost
$ 13 $ 13 $ 1 $ 0
Interest cost
13 15 0 1
Expected return on assets
(42 ) (44 ) 0 0
Amortization of prior service benefit
(2 ) (2 ) (1 ) (2 )
Amortization of actuarial loss
23 21 0 1
Net periodic benefit cost
$ 5 $ 3 $ 0 $ 0

Other Postretirement

Defined Benefit Plans

Benefit Plans

Nine months

Nine months

ended

ended

September 30,

September 30,


2020

2019

2020

2019
Service cost

$
39

$
39

$
1

$
1
Interest cost

46

59

2

2
Expected return on assets

(129)

(118)

—

—
Amortization of prior service benefit

(5)

(4)

(4)

(4)
Amortization of actuarial loss

60

51

1

1
Net periodic benefit cost

$
11

$
27

$
—

$
—

Other Postretirement

Defined Benefit Plans

Benefit Plans

Nine months

Nine months

ended

ended

September 30,

September 30,

2021

2020

2021

2020

Service cost
$ 41 $ 39 $ 1 $ 1
Interest cost
37 46 1 2
Expected return on assets
(126 ) (129 ) 0 0
Amortization of prior service benefit
(5 ) (5 ) (3 ) (4 )
Amortization of actuarial loss
69 60 1 1
Settlement loss
3 0 0 0
Net periodic benefit cost
$ 19 $ 11 $ 0 $ 0

32

Huntsman International

Other Postretirement

Defined Benefit Plans

Benefit Plans

Three months

Three months

ended

ended

September 30,

September 30,


2020

2019

2020

2019
Service cost

$
13

$
14

$
—

$
—
Interest cost

15

19

1

1
Expected return on assets

(44)

(40)

—

—
Amortization of prior service benefit

(2)

(1)

(2)

(1)
Amortization of actuarial loss

21

17

1

—
Net periodic benefit cost

$
3

$
9

$
—

$
—

Other Postretirement

Defined Benefit Plans

Benefit Plans

Three months

Three months

ended

ended

September 30,

September 30,

2021

2020

2021

2020

Service cost
$ 13 $ 13 $ 1 $ 0
Interest cost
13 15 0 1
Expected return on assets
(42 ) (44 ) 0 0
Amortization of prior service benefit
(2 ) (2 ) (1 ) (2 )
Amortization of actuarial loss
24 21 0 1
Net periodic benefit cost
$ 6 $ 3 $ 0 $ 0

Other Postretirement

Defined Benefit Plans

Benefit Plans

Nine months

Nine months

ended

ended

September 30,

September 30,


2020

2019

2020

2019
Service cost

$
39

$
39

$
1

$
1
Interest cost

46

59

2

2
Expected return on assets

(129)

(118)

—

—
Amortization of prior service benefit

(5)

(4)

(4)

(4)
Amortization of actuarial loss

62

53

1

1
Net periodic benefit cost

$
13

$
29

$
—

$
—

Other Postretirement

Defined Benefit Plans

Benefit Plans

Nine months

Nine months

ended

ended

September 30,

September 30,

2021

2020

2021

2020

Service cost
$ 41 $ 39 $ 1 $ 1
Interest cost
37 46 1 2
Expected return on assets
(126 ) (129 ) 0 0
Amortization of prior service benefit
(5 ) (5 ) (3 ) (4 )
Amortization of actuarial loss
71 62 1 1
Settlement loss
3 0 0 0
Net periodic benefit cost
$ 21 $ 13 $ 0 $ 0

During the nine months ended September 30, ~~2020~~ 2021 and ~~2019,~~2020, we made contributions to our pension and other postretirement benefit plans of ~~$73~~$45 million and ~~$67~~$73 million, respectively. During the remainder of ~~2020,~~2021, we expect to contribute an additional amount of approximately ~~$16~~$9 million to these plans.

29
Table of Contents
13. HUNTSMAN CORPORATION STOCKHOLDERS’ EQUITY

Share Repurchase Program
~~Share Repurchase Program~~

On February 7, 2018 and on May 3, 2018, our Board of Directors collectively authorized us to repurchase up to an ~~additional $950 million~~aggregate of $1 billion in shares of our common ~~stock in addition to the $50 million remaining under our September 2015 share repurchase authorization.~~stock. The share repurchase program ~~will be~~is supported by our free cash flow generation. Repurchases may be made through the open market, including through accelerated share repurchase programs, or in privately negotiated transactions, and repurchases may be commenced or suspended from time to time without prior notice. Shares of common stock acquired through the repurchase program are held in treasury at cost. ~~During the first quarter of 2020, we repurchased 5,364,519 shares of our common stock for approximately $96 million, excluding commissions, under the repurchase program.~~ Subsequent to the end of the first quarter of 2020, we suspended share repurchases under our existing share repurchase program in order to enhance our liquidity position in response to ~~COVID-19.~~COVID-19. During the third quarter of 2021, we resumed the share repurchase program and repurchased 3,971,784 shares of our common stock for approximately $102 million, excluding commissions.

Dividends on Common Stock
~~Dividends~~
On April 28, 2021, our Board of Directors declared a $0.1875 per share cash dividend on ~~Common Stock~~

our common stock. This represents a 15% increase from the previous dividend. During the quarters ended September 30, 2021 and September 30, 2020, we paid $42 million and ~~September~~$36 million, respectively, or $0.1875 and $0.1625 per share, respectively, to common stockholders. During the quarters ended June 30, ~~2019,~~ 2021 and June 30, 2020, we paid $41 million and $36 million, respectively, or $0.1875 and $0.1625 per share, respectively, to common stockholders. During the quarters ended and March 31, 2021 and March 31, 2020, we paid $36 million and ~~$38~~$37 million, respectively, or $0.1625 per share each to common stockholders. During the quarters ended June 30, 2020 and June 30, 2019, we paid $36 million and $38 million, respectively, or $0.1625 per share each, to common stockholders. During the quarters ended March 31, 2020 and March 31, 2019, we paid dividends of $37 million and $39 million, respectively, or $0.1625 per share each, to common stockholders.

33

14. ACCUMULATED OTHER COMPREHENSIVE LOSS

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

Huntsman Corporation


Foreign
currency
translation
adjustment(a)

Pension
and other
postretirement
benefits
adjustments(b)

Other
comprehensive
income of
unconsolidated
affiliates

Other, net

Total

Amounts
attributable to
noncontrolling
interests

Amounts
attributable to
Huntsman
Corporation
Beginning balance, January 1, 2020

$
(369)

$
(1,031)

$
8

$
4

$
(1,388)

$
26

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

(42)

8

—

—

(34)

(3)

(37)
Tax expense

—

(2)

—

—

(2)

—

(2)
Amounts reclassified from accumulated other comprehensive loss, gross(c)

—

93

—

—

93

—

93
Tax expense

—

(21)

—

—

(21)

—

(21)
Net current-period other comprehensive (loss) income

(42)

78

—

—

36

(3)

33
Ending balance, September 30, 2020

$
(411)

$
(953)

$
8

$
4

$
(1,352)

$
23

$
(1,329)

Pension

Other

Foreign

and other

comprehensive

Amounts

Amounts

currency

postretirement

income of

attributable to

attributable to

translation

benefits

unconsolidated

noncontrolling

Huntsman

adjustment(a)

adjustments(b)

affiliates

Other, net

Total

interests

Corporation

Beginning balance, January 1, 2021
$ (328 ) $ (1,050 ) $ 8 $ 4 $ (1,366 ) $ 20 $ (1,346 )
Other comprehensive loss before reclassifications, gross
(42 ) 0 0 0 (42 ) (2 ) (44 )
Tax expense
0 0 0 0 0 0 0
Amounts reclassified from accumulated other comprehensive loss, gross(c)
0 65 0 0 65 0 65
Tax expense
0 (13 ) 0 0 (13 ) 0 (13 )
Net current-period other comprehensive (loss) income
(42 ) 52 0 0 10 (2 ) 8
Ending balance, September 30, 2021
$ (370 ) $ (998 ) $ 8 $ 4 $ (1,356 ) $ 18 $ (1,338 )
~~(a)~~ ~~Amounts are net of tax of $68 as of both September 30, 2020 and January 1, 2020.~~

~~(b)~~ ~~Amounts are net of tax of $125 and $148 as of September 30, 2020 and January 1, 2020, respectively.~~

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


Foreign
currency
translation
adjustment(a)

Pension
and other
postretirement
benefits
adjustments(b)

Other
comprehensive
income of
unconsolidated
affiliates

Other, net

Total

Amounts
attributable to
noncontrolling
interests

Amounts
attributable to
Huntsman
Corporation
Beginning balance, January 1, 2019

$
(371)

$
(994)

$
8

$
5

$
(1,352)

$
36

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

(19)

—

—

(1)

(20)

6

(14)
Tax expense

(1)

—

—

—

(1)

—

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

—

46

—

—

46

—

46
Tax expense

—

(10)

—

—

(10)

—

(10)
Net current-period other comprehensive income

(20)

36

—

(1)

15

6

21
Acquisition of noncontrolling interest

—

—

—

—

—

(15)

(15)
Ending balance, September 30, 2019

$
(391)

$
(958)

$
8

$
4

$
(1,337)

$
27

$
(1,310)
(a)
Amounts are net of tax of ~~$72 and $71~~$56 million as of both September 30, ~~2019~~2021 and January 1,2021.

(b)
Amounts are net of tax of $139 million and $153 million as of September 30, 2021 and January 1,2021, respectively.

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

Pension

Other

Foreign

and other

comprehensive

Amounts

Amounts

currency

postretirement

income of

attributable to

attributable to

translation

benefits

unconsolidated

noncontrolling

Huntsman

adjustment(a)

adjustments(b)

affiliates

Other, net

Total

interests

Corporation

Beginning balance, January 1, 2020
$ (369 ) $ (1,031 ) $ 8 $ 4 $ (1,388 ) $ 26 $ (1,362 )
Other comprehensive (loss) income before reclassifications, gross
(42 ) 8 0 0 (34 ) (3 ) (37 )
Tax expense
0 (2 ) 0 0 (2 ) 0 (2 )
Amounts reclassified from accumulated other comprehensive loss, gross(c)
0 93 0 0 93 0 93
Tax expense
0 (21 ) 0 0 (21 ) 0 (21 )
Net current-period other comprehensive (loss) income
(42 ) 78 0 0 36 (3 ) 33
Ending balance, September 30, 2020
$ (411 ) $ (953 ) $ 8 $ 4 $ (1,352 ) $ 23 $ (1,329 )
(a)
Amounts are net of tax of $68 million as of both September 30, 2020 and January 1, ~~2019, respectively.~~2020.

(b)
Amounts are net of tax of $125 million and ~~$135~~$148 million as of September 30, ~~2019~~2020 and January 1, ~~2019,~~2020, respectively.

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

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

Three months ended September 30,

2020

2019

Amounts reclassified

Amounts reclassified

Affected line item in

from accumulated

from accumulated

the statement
Details about Accumulated Other

other

other

where net income
Comprehensive Loss Components(a):

comprehensive loss

comprehensive loss

is presented
Amortization of pension and other postretirement benefits:

Prior service credit

$
(3)

$
(2)

(b)
Actuarial loss

21

17

(b)(d)

18

15

Total before tax

(4)

(4)

Income tax expense
Total reclassifications for the period

$
14

$
11

Net of tax

Table of Contents

Nine months ended September 30,

2020

2019

Amounts reclassified

Amounts reclassified

Affected line item in

from accumulated

from accumulated

the statement
Details about Accumulated Other

other

other

where net income
Comprehensive Loss Components(a):

comprehensive loss

comprehensive loss

is presented
Amortization of pension and other postretirement benefits:

Prior service credit

$
(9)

$
(8)

(b)
Settlement loss

41

—

(c)
Actuarial loss

61

54

(b)(d)

93

46

Total before tax

(21)

(10)

Income tax expense
Total reclassifications for the period

$
72

$
36

Net of tax

Three Months Ended September 30,

2021

2020

Amounts reclassified

Amounts reclassified

Affected line item in

from accumulated

from accumulated

the statement
Details about Accumulated Other

other

other

where net income
Comprehensive Loss Components(a):
comprehensive loss comprehensive loss
is presented
Amortization of pension and other postretirement benefits:
��
Prior service credit
$ (3 ) $ (3 )
(b)
Actuarial loss
23 21
(b)(d)
20 18
Total before tax
(3 ) (4 )
Income tax expense
Total reclassifications for the period
$ 17 $ 14
Net of tax

Nine Months Ended September 30,

2021

2020

Amounts reclassified

Amounts reclassified

Affected line item in

from accumulated

from accumulated

the statement
Details about Accumulated Other

other

other

where net income
Comprehensive Loss Components(a):

comprehensive loss

comprehensive loss

is presented
Amortization of pension and other postretirement benefits:

Prior service credit
$ (8 ) $ (9 )
(b)
Settlement loss
3 41
(c)
Actuarial loss
70 61
(b)(d)
65 93
Total before tax
(13 ) (21 )
Income tax expense
Total reclassifications for the period
$ 52 $ 72
Net of tax
(a)
Pension and other postretirement benefits amounts in parentheses indicate credits on our condensed consolidated statements of operations.

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

(c)
In connection with the sale of our Chemical Intermediates Businesses, we recognized $41 million of pension and other post-employment benefit settlement losses during the nine months ended September 30, 2020.

(d)
Amounts ~~contain~~include approximately $1 million of actuarial losses related to discontinued operations for both the three months ended September 30, ~~2020~~ 2021 and ~~2019, and~~2020. Amounts include approximately $4 million of actuarial losses related to discontinued operations for both the nine months ended September 30, ~~2020~~ 2021 and ~~2019.~~2020.

Huntsman International


Foreign
currency
translation
adjustment(a)

Pension
and other
postretirement
benefits
adjustments(b)

Other
comprehensive
income of
unconsolidated
affiliates

Other, net

Total

Amounts
attributable to
noncontrolling
interests

Amounts
attributable to
Huntsman
International
Beginning balance, January 1, 2020

$
(374)

$
(1,012)

$
8

$
—

$
(1,378)

$
26

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

(42)

8

—

—

(34)

(3)

(37)
Tax expense

—

(2)

—

—

(2)

—

(2)
Amounts reclassified from accumulated other comprehensive loss, gross(c)

—

95

—

—

95

—

95
Tax expense

—

(21)

—

—

(21)

—

(21)
Net current-period other comprehensive (loss) income

(42)

80

—

—

38

(3)

35
Ending balance, September 30, 2020

$
(416)

$
(932)

$
8

$
—

$
(1,340)

$
23

$
(1,317)

Pension

Other

Foreign

and other

comprehensive

Amounts

Amounts

currency

postretirement

income of

attributable to

attributable to

translation

benefits

unconsolidated

noncontrolling

Huntsman

adjustment(a)

adjustments(b)

affiliates

Other, net

Total

interests

International

Beginning balance, January 1, 2021
$ (333 ) $ (1,028 ) $ 8 $ 0 $ (1,353 ) $ 20 $ (1,333 )
Other comprehensive loss before reclassifications, gross
(42 ) 0 0 0 (42 ) (2 ) (44 )
Tax expense
0 0 0 0 0 0 0
Amounts reclassified from accumulated other comprehensive loss, gross(c)
0 67 0 0 67 0 67
Tax expense
0 (14 ) 0 0 (14 ) 0 (14 )
Net current-period other comprehensive (loss) income
(42 ) 53 0 0 11 (2 ) 9
Ending balance, September 30, 2021
$ (375 ) $ (975 ) $ 8 $ 0 $ (1,342 ) $ 18 $ (1,324 )
~~(a)~~ ~~Amounts are net of tax of $55 as of both September 30, 2020 and January 1, 2020.~~

~~(b)~~ ~~Amounts are net of tax of $150 and $174 as of September 30, 2020 and January 1, 2020, respectively.~~

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


Foreign
currency
translation
adjustment(a)

Pension
and other
postretirement
benefits
adjustments(b)

Other
comprehensive
income of
unconsolidated
affiliates

Other, net

Total

Amounts
attributable to
noncontrolling
interests

Amounts
attributable to
Huntsman
International
Beginning balance, January 1, 2019

$
(376)

$
(977)

$
8

$
1

$
(1,344)

$
36

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

(20)

—

—

(1)

(21)

6

(15)
Tax expense

(1)

—

—

—

(1)

—

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

—

48

—

—

48

—

48
Tax expense

—

(10)

—

—

(10)

—

(10)
Net current-period other comprehensive income

(21)

38

—

(1)

16

6

22
Acquisition of noncontrolling interest

—

—

—

—

—

(15)

(15)
Ending balance, September 30, 2019

$
(397)

$
(939)

$
8

$
—

$
(1,328)

$
27

$
(1,301)
(a)
Amounts are net of tax of ~~$59 and $57 as of~~ $43 million for both September 30, ~~2019~~2021 and January 1, ~~2019, respectively.~~2021.

(b)
Amounts are net of tax of ~~$151~~$164 million and ~~$161~~$178 million as of September 30, ~~2019~~2021 and January 1, ~~2019,~~2021, respectively.

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

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

Table of Contents

Three months ended September 30,

2020

2019

Amounts reclassified

Amounts reclassified

Affected line item in

from accumulated

from accumulated

the statement
Details about Accumulated Other

other

other

where net income
Comprehensive Loss Components(a):

comprehensive loss

comprehensive loss

is presented
Amortization of pension and other postretirement benefits:

Prior service credit

$
(3)

$
(2)

(b)
Actuarial loss

22

17

(b)(d)

19

15

Total before tax

(4)

(3)

Income tax expense
Total reclassifications for the period

$
15

$
12

Net of tax

Nine months ended September 30,

2020

2019

Amounts reclassified

Amounts reclassified

Affected line item in

from accumulated

from accumulated

the statement
Details about Accumulated Other

other

other

where net income
Comprehensive Loss Components(a):

comprehensive loss

comprehensive loss

is presented
Amortization of pension and other postretirement benefits:

Prior service credit

$
(9)

$
(8)

(b)
Settlement loss

41

—

(c)
Actuarial loss

63

56

(b)(d)

95

48

Total before tax

(21)

(10)

Income tax expense
Total reclassifications for the period

$
74

$
38

Net of tax

Pension

Other

Foreign

and other

comprehensive

Amounts

Amounts

currency

postretirement

income of

attributable to

attributable to

translation

benefits

unconsolidated

noncontrolling

Huntsman

adjustment(a)

adjustments(b)

affiliates

Other, net

Total

interests

International

Beginning balance, January 1, 2020
$ (374 ) $ (1,012 ) $ 8 $ 0 $ (1,378 ) $ 26 $ (1,352 )
Other comprehensive (loss) income before reclassifications, gross
(42 ) 8 0 0 (34 ) (3 ) (37 )
Tax expense
0 (2 ) 0 0 (2 ) 0 (2 )
Amounts reclassified from accumulated other comprehensive loss, gross(c)
0 95 0 0 95 0 95
Tax expense
0 (21 ) 0 0 (21 ) 0 (21 )
Net current-period other comprehensive (loss) income
(42 ) 80 0 0 38 (3 ) 35
Ending balance, September 30, 2020
$ (416 ) $ (932 ) $ 8 $ 0 $ (1,340 ) $ 23 $ (1,317 )
(a)
Amounts are net of tax of $55 million as of both September 30, 2020 and January 1,2020.

(b)
Amounts are net of tax of $150 million and $174 million as of September 30, 2020 and January 1,2020, respectively.

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

Three Months Ended September 30,

2021

2020

Amounts reclassified

Amounts reclassified

Affected line item in

from accumulated

from accumulated

the statement
Details about Accumulated Other

other

other

where net income
Comprehensive Loss Components(a):
comprehensive loss comprehensive loss
is presented
Amortization of pension and other postretirement benefits:

Prior service credit
$ (3 ) $ (3 )
(b)
Actuarial loss
24 22
(b)(d)
21 19
Total before tax
(4 ) (4 )
Income tax expense
Total reclassifications for the period
$ 17 $ 15
Net of tax

Nine Months Ended September 30,

2021

2020

Amounts reclassified

Amounts reclassified

Affected line item in

from accumulated

from accumulated

the statement
Details about Accumulated Other

other

other

where net income
Comprehensive Loss Components(a):

comprehensive loss

comprehensive loss

is presented
Amortization of pension and other postretirement benefits:

Prior service credit
$ (8 ) $ (9 )
(b)
Settlement loss
3 41
(c)
Actuarial loss
72 63
(b)(d)
67 95
Total before tax
(14 ) (21 )
Income tax expense
Total reclassifications for the period
$ 53 $ 74
Net of tax
(a)
Pension and other postretirement benefits amounts in parentheses indicate credits on our condensed consolidated statements of operations.

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

(c)
In connection with the sale of our Chemical Intermediates Businesses, we recognized $41 million of pension and other post-employment benefit settlement losses during the nine months ended September 30, 2020.

(d)
Amounts ~~contain~~include approximately $1 million of actuarial losses related to discontinued operations for both the three months ended September 30, ~~2020~~ 2021 and ~~2019, and~~2020. Amounts include approximately $4 million of actuarial losses related to discontinued operations for both the nine months ended September 30, ~~2020~~ 2021 and ~~2019.~~2020.

32
Table of Contents

15. COMMITMENTS AND CONTINGENCIES

Legal Matters
~~Legal Matters~~

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

16. ENVIRONMENTAL, HEALTH AND SAFETY MATTERS

EHS ~~Capital Expenditures~~Capital Expenditures

We may incur future costs for capital improvements and general compliance under environmental, health and safety (“EHS”) laws, including costs to acquire, maintain and repair pollution control equipment. For ~~each of~~ the nine months ended September 30, ~~2020~~ 2021 and ~~2019,~~2020, our capital expenditures for EHS matters totaled $25 million and $17 ~~million.~~million, respectively. Because capital expenditures for these matters are subject to evolving regulatory requirements and depend, in part, on the timing, promulgation and enforcement of specific requirements, our capital expenditures for EHS matters have varied significantly from year to year and we cannot provide assurance that our recent expenditures are indicative of future amounts we may spend related to EHS and other applicable laws.

Environmental Reserves

~~Environmental Reserves~~

We have accrued liabilities relating to anticipated environmental cleanup obligations, site reclamation and closure costs and known penalties. Liabilities are recorded when potential liabilities are either known or considered probable and can be reasonably estimated. Our liability estimates are calculated using present value techniques as appropriate and are based upon requirements placed upon us by regulators, available facts, existing technology and past experience. The environmental liabilities do not include amounts recorded as asset retirement obligations. We had accrued $5 million and $4 million for environmental liabilities ~~for both~~ as of September 30, ~~2020~~2021 and December 31, ~~2019.~~2020, respectively. Of these amounts, $2 million and $1 million ~~was~~were classified as accrued liabilities in our condensed consolidated balance sheets as of ~~both~~ September 30, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively, and $3 million was classified as other noncurrent liabilities in our condensed consolidated balance sheets as of both September 30, ~~2020~~2021 and December 31, ~~2019.~~2020. In certain cases, our remediation liabilities may be payable over periods of up to 30 years. We may incur losses for environmental remediation in excess of the amounts accrued; however, we are not able to estimate the amount or range of such potential excess.

Environmental Matters

~~Environmental Matters~~

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

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

North Maybe Canyon Mine Remediation

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

Table of Contents

17. STOCK-BASED COMPENSATION PLANS

As of September 30, ~~2020,~~2021, we had approximately 7 million shares remaining under the stock-based compensation plans available for grant. Option awards have a maximum contractual term of 10 years and generally must have an exercise price at least equal to the market price of our common stock on the date the option award is granted. Outstanding stock-based awards generally vest annually over a ~~three-year~~three-year period.

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

Three months

Nine months

ended

ended

September 30,

September 30,

2020

2019

2020

2019
Huntsman Corporation compensation cost

$
6

$
7

$
20

$
22
Huntsman International compensation cost

6

7

19

21

Three months

Nine months

ended

ended

September 30,

September 30,

2021

2020

2021

2020

Huntsman Corporation compensation cost
$ 8 $ 6 $ 24 $ 20
Huntsman International compensation cost
8 6 23 19

The total income tax benefit recognized in the condensed consolidated statements of operations for us and Huntsman International for stock-based compensation arrangements was $3$2 million and $7$3 million for the nine months ended September 30, ~~2020~~2021 and ~~2019~~2020, respectively.

Stock Options
~~Stock Options~~

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

Three months

Nine months

ended

ended

September 30,

September 30,

2020

2019

2020

2019
Dividend yield
3.1
%

NA

3.0
%

2.9
%
Expected volatility
53.7
%

NA

53.1
%

54.0
%
Risk-free interest rate
0.4
%

NA

1.4
%

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

NA

5.9
years

5.9
years

Three months

Nine months

ended

ended

September 30,

September 30,

2021(1)

2020

2021

2020

Dividend yield
NA 3.1 % 2.3 % 3.0 %
Expected volatility
NA 53.7 % 53.3 % 53.1 %
Risk-free interest rate
NA 0.4 % 0.7 % 1.4 %
Expected life of stock options granted during the period (in years)
NA 5.9 5.9 5.9
(1)
During the three months ended September 30, 2021, 0 stock options were granted.

~~During the three months ended September 30, 2019, 0 stock options were granted.~~

A summary of stock option activity under the stock-based compensation plans as of September 30, ~~2020~~2021 and changes during the nine months then ended is presented below:

Weighted

Weighted

Average

Average

Remaining

Aggregate

Exercise

Contractual

Intrinsic
Option Awards

Shares

Price

Term

Value

(in thousands)

(years)

(in millions)
Outstanding at January 1, 2020


5,025

$
19.08

Granted

788

21.52

Exercised

(484)

13.05

Forfeited

(168)

24.19

Outstanding at September 30, 2020

5,161

19.85

6.1

$
17
Exercisable at September 30, 2020

3,713

18.61

5.0

17

Weighted

Weighted

Average

Average

Remaining

Aggregate

Exercise

Contractual

Intrinsic

Option Awards

Shares

Price

Term

Value

(in thousands)

(years)

(in millions)

Outstanding at January 1, 2021
4,815 $ 20.37
Granted
304 28.58
Exercised
(697 ) 17.44
Forfeited
(71 ) 24.29
Outstanding at September 30, 2021
4,351 21.35 5.8 $ 37
Exercisable at September 30, 2021
3,309 20.59 5.0 31

34
Table of Contents
The weighted-average grant-date fair value of stock options granted during the nine months ended September 30, ~~2020~~2021 was ~~$8.25~~$11.48 per option. As of September 30, ~~2020,~~2021, there was $9$6 million of total unrecognized compensation cost related to nonvested stock option arrangements granted under the stock-based compensation plans. That cost is expected to be recognized over a weighted-average period of approximately ~~1.9~~1.7 years.

The total intrinsic value of stock options exercised during the nine months ended September 30, ~~2020~~ 2021 and ~~2019~~2020 was approximately $4$8 million and $2$4 million, respectively. Cash received from stock options exercised during each of the nine months ended September 30, ~~2020~~ 2021 and ~~2019~~2020 was approximately $2$6 million and $1$2 million, respectively. The

cash tax benefit from stock options exercised during each of the nine months ended September 30, ~~2020~~ 2021 and ~~2019~~2020 was approximately $2 million and $1 million, ~~and NaN,~~ respectively.
Nonvested Shares
~~Nonvested Shares~~
��
Nonvested shares granted under the stock-based compensation plans consist of restricted stock and performance share unit awards, which are accounted for as equity awards, and phantom stock, which is accounted for as a liability award because it can be settled in either stock or cash.

The fair value of each performance share unit award is estimated using a Monte Carlo simulation model that uses various assumptions, including an expected volatility rate and a risk-free interest rate. For the nine months ended September 30, ~~2020~~ 2021 and ~~2019,~~2020, the weighted-average expected volatility rate was ~~34.0%~~44.9% and ~~34.6%~~34.0%, respectively, and the weighted average risk-free interest rate was ~~1.4%~~0.2% and ~~2.5%~~1.4%, respectively. For the performance share unit awards granted in the nine months ended September 30, ~~2020~~ 2021 and ~~2019,~~2020, the number of shares earned varies based upon the Company achieving certain performance criteria over a ~~three-year~~three-year performance period. The performance criteria are total stockholder return of our common stock relative to the total stockholder return of a specified industry peer group for the ~~three-year~~three-year performance periods.

A summary of the status of our nonvested shares as of September 30, ~~2020~~2021 and changes during the nine months then ended is presented below:

Equity Awards

Liability Awards

Weighted

Weighted

Average

Average

Grant-Date

Grant-Date


Shares

Fair Value

Shares

Fair Value

(in thousands)

(in thousands)

Nonvested at January 1, 2020

1,640

$
24.61

427

$
24.80
Granted

848

21.92

238

21.53
Vested

(571)
(1)(2)

25.19

(218)

24.64
Forfeited

(41)

26.65

(36)

23.66
Nonvested at September 30, 2020

1,876

23.17

411

23.09

Equity Awards

Liability Awards

Weighted

Weighted

Average

Average

Grant-Date

Grant-Date

Shares

Fair Value

Shares

Fair Value

(in thousands)

(in thousands)

Nonvested at January 1, 2021
1,867 $ 23.18 411 $ 23.08
Granted
856 31.06 184 28.58
Vested
(521 )
⁽¹⁾⁽²⁾
28.19 (189 ) 24.55
Forfeited
(17 ) 23.96 (20 ) 24.18
Nonvested at September 30, 2021
2,185 25.07 386 24.92
~~(1)~~
(1)
As of September 30, ~~2020,~~2021, a total of ~~426,856~~457,294 restricted stock units were vested but not yet issued, of which ~~37,761~~30,438 vested during the nine months ended September 30, ~~2020.~~2021. These shares have not been reflected as vested shares in this table because, in accordance with the restricted stock unit agreements, shares of common stock are not issued for vested restricted stock units until termination of employment.

~~(2)~~
(2)
A total of ~~174,200~~110,542 performance share unit awards are reflected in the vested shares in this table, which represents the target number of performance share unit awards for this grant and were included in the balance at December 31, ~~2019.~~2020. During the nine months ended September 30, ~~2020, an additional 165,489~~2021, only 76,055 performance share unit awards with a grant date fair value of ~~$26.99 vested above~~$41.93 were issued related to this vest due to the target ~~in accordance the~~ performance criteria ~~of these awards.~~not being met.
As of September 30, ~~2020,~~2021, there was ~~$27~~$36 million of total unrecognized compensation cost related to nonvested share compensation arrangements granted under the stock-based compensation plans. That cost is expected to be recognized over a weighted-average period of approximately ~~1.9~~2.0 years. The value of share awards that vested during ~~each of~~ the nine months ended September 30, ~~2020~~ 2021 and ~~2019~~2020 was $18 million and $24 ~~million.~~million, respectively.

35
Table of Contents
18. INCOME TAXES

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

future. Changes in expected future income in applicable jurisdictions could affect the realization of deferred tax assets in those jurisdictions.

During the nine months ended September 30, ~~2020~~ 2021 and ~~2019,~~2020, there was no0 tax benefit or expense recognized in connection with the ~~loss~~net losses of ~~$100~~$28 million and ~~loss of $90~~$100 million, respectively, on fair value adjustments to our Venator investment and related option to sell our remaining Venator shares recorded as part of non-operating income from continuing operations. As of December 31, 2019, we have recognized the portion of our Venator investment tax basis in excess of book that we ultimately expect to be able to utilize; therefore, no incremental tax benefit has been recognized on the year-to-date fair value ~~loss.~~losses incurred in 2020 or 2021. As a significant, unusual and non-operating item, ~~this amount was~~these amounts were treated discretely and excluded from the annual effective tax rate calculation for interim reporting.

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

Huntsman Corporation

We recorded income tax expense from continuing operations of $9$114 million and ~~$113~~$9 million for the nine months ended September 30, ~~2020~~ 2021 and ~~2019,~~2020, respectively. Our tax expense is significantly affected by the mix of income and losses in the tax jurisdictions in which we operate, as impacted by the presence of valuation allowances in certain tax jurisdictions. The decrease in pretax income, as well as the one-time tax expense in 2019 due to the reduction in our Switzerland net deferred tax assets related to the 2019 tax rate change, resulted in lower income tax expense during the first nine months of 2020 as compared to the same period of 2019.

Huntsman International

Huntsman International recorded income tax expense from continuing operations of $9$115 million and ~~$110~~$9 million for the nine months ended September 30, ~~2020~~ 2021 and ~~2019,~~2020, respectively. Our tax expense is significantly affected by the mix of income and losses in the tax jurisdictions in which we operate, as impacted by the presence of valuation allowances in certain tax jurisdictions. The decrease in pretax income, as well as the one-time tax expense in 2019 due to the reduction in our Switzerland net deferred tax assets related to the 2019 tax rate change, resulted in lower income tax expense during the first nine months of 2020 as compared to the same period of 2019.

19. EARNINGS PER SHARE

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

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

Three months

Nine months

ended

ended

September 30,

September 30,


2020

2019

2020

2019

Three months

Nine months

ended

ended

September 30,

September 30,

2021

2020

2021

2020

Numerator:

Basic and diluted income (loss) from continuing operations:

Income (loss) from continuing operations attributable to Huntsman Corporation

$
48

$
(38)

$
(91)

$
133
$ 214 $ 48 $ 451 $ (91 )
Basic and diluted net income:

Net income attributable to Huntsman Corporation


48

30

691

259
$ 209 $ 48 $ 448 $ 691
Denominator:

Weighted average shares outstanding

219.8

227.4

220.8

230.3
219.4 219.8 220.2 220.8
Dilutive shares:

Stock-based awards

1.5

—

—

1.7
1.9 1.5 2.0 0
Total weighted average shares outstanding, including dilutive shares

221.3

227.4

220.8

232.0
221.3 221.3 222.2 220.8

Additional stock-based awards of ~~3.8~~approximately 1.0 million and ~~5.2~~3.8 million weighted average equivalent shares of stock were outstanding during the three months ended September 30, ~~2020~~ 2021 and ~~2019,~~2020, respectively, and approximately 1.5 million and 6.1 million ~~and 3.6 million~~ weighted average ~~equivalent~~ shares of stock were outstanding during the nine months ended September 30, ~~2020~~ 2021 and ~~2019,~~2020, respectively. However, these stock-based awards were not included in the computation of diluted earnings per share for the three and nine months ended September 30, ~~2020~~2021 and ~~2019~~2020 because the effect would be anti-dilutive.

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20. OPERATING SEGMENT INFORMATION

We derive our revenues, earnings and cash flows from the manufacture and sale of a wide variety of differentiated and commodity chemical products. We have 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. Beginning in the third quarter of 2019, we reported the results of our Chemical Intermediates Businesses as discontinued operations in our condensed consolidated financial statements for all periods presented. See “Note 4. Discontinued Operations and Business Dispositions—Sale of Chemical Intermediates Businesses.”

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


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

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

Three months

Nine months

ended

ended

September 30,

September 30,

2020

2019

2020

2019

Three months

Nine months

ended

ended

September 30,

September 30,

2021

2020

2021

2020

Revenues:





Polyurethanes
$
936

$
993

$
2,554

$
2,931
$ 1,403 $ 936 $ 3,626 $ 2,554
Performance Products

238

281

758

880
399 238 1,075 758
Advanced Materials

199

256

632

803
304 199 881 632
Textile Effects

142

179

424

583
188 142 588 424
Corporate and eliminations

(5)

(22)

(18)

(57)
(9 ) (5 ) (24 ) (18 )
Total
$
1,510

$
1,687

$
4,350

$
5,140
$ 2,285 $ 1,510 $ 6,146 $ 4,350

Huntsman Corporation:

Segment adjusted EBITDA(1):

Polyurethanes
$
156

$
146

$
271

$
426
$ 246 $ 156 $ 661 $ 271
Performance Products

36

38

123

125
103 36 254 123
Advanced Materials

25

51

103

159
48 25 150 103
Textile Effects

8

16

24

66
22 8 75 24
Corporate and other(2)

(37)

(36)

(114)

(112)
(48 ) (37 ) (146 ) (114 )
Total

188

215

407

664
371 188 994 407
Reconciliation of adjusted EBITDA to net income:

Reconciliation of adjusted EBITDA to net income (loss):

Interest expense, net—continuing operations

(24)

(27)

(63)

(86)
(15 ) (24 ) (52 ) (63 )
Income tax expense—continuing operations

(15)

(30)

(9)

(113)
(38 ) (15 ) (114 ) (9 )
Income tax expense—discontinued operations

—

(25)

(239)

(44)
(5 ) 0 (5 ) (239 )
Depreciation and amortization—continuing operations

(70)

(65)

(206)

(201)
(72 ) (70 ) (219 ) (206 )
Depreciation and amortization—discontinued operations

—

(13)

—

(59)
Net income attributable to noncontrolling interests

9

11

15

31
16 9 49 15
Other adjustments:

Business acquisition and integration expenses and purchase accounting inventory adjustments

(9)

(3)

(30)

(4)
(5 ) (9 ) (19 ) (30 )
EBITDA from discontinued operations(3)

—

106

1,021

229
0 0 2 1,021
Fair value adjustments to Venator investment

6

(148)

(100)

(90)
(3 ) 6 (28 ) (100 )
Loss on early extinguishment of debt

—

—

—

(23)
0 0 (27 ) 0
Certain legal and other settlements and related income (expenses)

4

(1)

(2)

(1)
0 4 (10 ) (2 )
Gain on sale of businesses/assets

—

—

1

—
0 0 30 1
Income from transition services arrangements

1

—

6

—
2 1 6 6
Certain nonrecurring information technology project implementation costs

(1)

(1)

(3)

(1)
(2 ) (1 ) (6 ) (3 )
Amortization of pension and postretirement actuarial losses

(20)

(16)

(57)

(49)
(22 ) (20 ) (65 ) (57 )
Plant incident remediation costs

—

(5)

(1)

(5)
(2 ) 0 (3 ) (1 )
Restructuring, impairment and plant closing and transition (costs) credits

(12)

43

(34)

42
Restructuring, impairment and plant closing and transition costs
0 (12 ) (36 ) (34 )
Net income
$
57

$
41

$
706

$
290
$ 225 $ 57 $ 497 $ 706

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Three months

Nine months

ended

ended

September 30,

September 30,

2020

2019

2020

2019
Huntsman International:




Segment adjusted EBITDA(1):

Polyurethanes
$
156

$
146

$
271

$
426
Performance Products

36

38

123

125
Advanced Materials

25

51

103

159
Textile Effects

8

16

24

66
Corporate and other(2)

(36)

(35)

(110)

(108)
Total

189

216

411

668
Reconciliation of adjusted EBITDA to net income:

Interest expense, net—continuing operations

(24)

(31)

(65)

(99)
Income tax expense—continuing operations

(15)

(29)

(9)

(110)
Income tax expense—discontinued operations

—

(25)

(239)

(44)
Depreciation and amortization—continuing operations

(70)

(65)

(206)

(201)
Depreciation and amortization—discontinued operations

—

(13)

—

(59)
Net income attributable to noncontrolling interests

9

11

15

31
Other adjustments:

Business acquisition and integration expenses and purchase accounting inventory adjustments

(9)

(3)

(30)

(4)
EBITDA from discontinued operations(3)

—

106

1,021

229
Fair value adjustments to Venator investment

6

(148)

(100)

(90)
Loss on early extinguishment of debt

—

—

—

(23)
Certain legal and other settlements and related income (expenses)

4

(1)

(2)

(1)
Gain on sale of businesses/assets

—

—

1

—
Income from transition services arrangements

1

—

6

—
Certain nonrecurring information technology project implementation costs

(1)

(1)

(3)

(1)
Amortization of pension and postretirement actuarial losses

(20)

(17)

(59)

(52)
Plant incident remediation costs

—

(5)

(1)

(5)
Restructuring, impairment and plant closing and transition (costs) credits

(12)

43

(34)

42
Net income
$
58

$
38

$
706

$
281

Three months

Nine months

ended

ended

September 30,

September 30,

2021

2020

2021

2020

Huntsman International:

Segment adjusted EBITDA(1):

Polyurethanes
$ 246 $ 156 $ 661 $ 271
Performance Products
103 36 254 123
Advanced Materials
48 25 150 103
Textile Effects
22 8 75 24
Corporate and other(2)
(47 ) (36 ) (140 ) (110 )
Total
372 189 1,000 411
Reconciliation of adjusted EBITDA to net income (loss):

Interest expense, net—continuing operations
(15 ) (24 ) (52 ) (65 )
Income tax expense—continuing operations
(39 ) (15 ) (115 ) (9 )
Income tax expense—discontinued operations
(5 ) 0 (5 ) (239 )
Depreciation and amortization—continuing operations
(72 ) (70 ) (219 ) (206 )
Net income attributable to noncontrolling interests
16 9 49 15
Other adjustments:

Business acquisition and integration expenses and purchase accounting inventory adjustments
(5 ) (9 ) (19 ) (30 )
EBITDA from discontinued operations(3)
0 0 2 1,021
Fair value adjustments to Venator investment
(3 ) 6 (28 ) (100 )
Loss on early extinguishment of debt
0 0 (27 ) 0
Certain legal and other settlements and related income (expenses)
0 4 (10 ) (2 )
Gain on sale of businesses/assets
0 0 30 1
Income from transition services arrangements
2 1 6 6
Certain nonrecurring information technology project implementation costs
(2 ) (1 ) (6 ) (3 )
Amortization of pension and postretirement actuarial losses
(22 ) (20 ) (67 ) (59 )
Plant incident remediation costs
(2 ) 0 (3 ) (1 )
Restructuring, impairment and plant closing and transition costs
0 (12 ) (36 ) (34 )
Net income
$ 225 $ 58 $ 500 $ 706
~~(1)~~
(1)
We use segment adjusted EBITDA as the measure of each segment’s profit or loss. We believe that segment adjusted EBITDA more accurately reflects what the chief operating decision maker uses to make decisions about resources to be allocated to the segments and assess their financial performance. Segment adjusted EBITDA is defined as net ~~(loss)~~ income of Huntsman Corporation or Huntsman International, as appropriate, before interest, income tax, depreciation and amortization, net income attributable to noncontrolling interests and certain Corporate and other items, as well as eliminating the following adjustments: (a) business acquisition and integration expenses and purchase accounting inventory adjustments; (b) EBITDA from discontinued operations; (c) fair value adjustments to Venator investment; (d) loss on early extinguishment of debt; (e) certain legal and other settlements and related ~~expenses;~~income (expenses); (f) ~~(loss)~~ gain on sale of businesses/assets; (g) income from transition services arrangements related to the sale of our Chemical Intermediates Businesses to Indorama; (h) certain nonrecurring information technology project implementation costs; (i) amortization of pension and postretirement actuarial losses; (j) plant incident remediation costs; and (k) restructuring, impairment, plant closing and transition costs.

~~(2)~~
(2)
Corporate and other includes unallocated corporate overhead, unallocated foreign exchange gains and losses, LIFO inventory valuation reserve adjustments, loss on early extinguishment of debt, unallocated restructuring, impairment and plant closing costs, nonoperating income and expense and gains and losses on the disposition of corporate assets.

~~(3)~~(3) Includes the gain on the sale of our Chemical Intermediates Businesses in 2020.

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

Overview

~~Overview~~

We operate in four segments: Polyurethanes, Performance Products, Advanced Materials and Textile Effects. Our products comprise a broad range of chemicals and formulations, which we market globally to a diversified group of consumer and industrial customers. Our products are used in a wide range of applications, including those in the adhesives, aerospace, automotive, construction products, durable and non-durable consumer products, ~~digital inks,~~ electronics, insulation, medical, packaging, coatings and construction, power generation, refining, synthetic fiber, textile chemicals and dyes industries. We are a leading global producer in many of our key product lines, including MDI, amines, maleic anhydride, epoxy-based polymer formulations, textile chemicals and dyes. Our revenues from continuing operations for the nine months ended September 30, 2021 and 2020 were $6,146 million and ~~2019 were~~ $4,350 million, ~~and $5,140 million,~~ respectively.

Recent Developments

~~Recent Developments~~

Amendments to Accounts Receivable Securitization Programs

~~Reduced Operating Rates at our Geismar, Louisiana MDI Facility~~

On October 15, 2020, we announced that due to a mechanical failure at a third-party raw material supplier, our Geismar, Louisiana MDI facility is experiencing a partial outage which is estimated to last approximately five weeks. We currently estimate that this partial outage will negatively impact our fourth quarter 2020 adjusted EBITDA by approximately $15 million. Refer to “—Non-GAAP Financial Measures” and “Forward-Looking Statements” for a discussion of our use of adjusted EBITDA and forward-looking statements in this Form 10-Q.

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

In October 2020, we announced that we have entered into a definitive agreement to sell our India-based DIY business, part of the Advanced Materials segment, to Pidilite Industries Ltd. in an all-cash transaction valued at up to $285 million, excluding customary working capital and other adjustments. Under the terms of the agreement, we will receive approximately $257 million in cash at closing and up to approximately $28 million of additional cash under an earnout within 18 months if the business achieves sales revenue in line with 2019. The transaction is expected to close in November 2020. We estimate cash taxes of just under 10% with this transaction.

~~Sale of Venator Interest~~

~~In August 2020,~~July 1, 2021, we entered into ~~a definitive agreement with funds advised by SK Capital Partners, LP~~amendments to ~~sell approximately 42.5 million of ordinary shares we hold in Venator for a cash purchase price of approximately $100 million, including a 30-month option for~~our A/R Programs that, among other things, extended the sale of the remaining approximate 9.5 million ordinary shares we hold in Venator at $2.15 per share. The transaction is subject to regulatory approvals and is expected to close near year end 2020. The sale of the Venator shares facilitates an estimated cash tax savings of approximately $150 million anticipated by offsetting an expected capital loss on the sale of Venator shares against the capital gain realized on the salescheduled termination dates of our ~~Chemical Intermediates Businesses that closed this year in January. See~~A/R Programs from April 2022 to July 2024. For additional information, see “Note ~~4. Discontinued Operations~~8. Debt—Direct and ~~Business Dispositions—Separation and Deconsolidation of Venator”~~Subsidiary Debt—A/R Programs” to our condensed consolidated financial statements.

In connection with the 2017 initial public offering of Venator, we recorded a receivable of approximately $34 million related to certain income tax benefits that will be reduced upon completion of the sale of Venator shares to SK Capital Partners, LP due to a tax change of control limitation on certain Venator tax net operating losses. Accordingly, we expect to write off a significant portion of this receivable when the transaction closes.

~~COVID-19 Update~~

The recent outbreak of COVID-19 has spread from China to many other countries, including the U.S. In March 2020, the World Health Organization characterized COVID-19 as a pandemic. As of September 30, 2020, there have not been any significant interruptions in our ability to provide our products and support to our customers. However, the COVID-19 pandemic has significantly impacted economic conditions throughout the United States and the world, including the markets in which we operate. Demand for our products declined at a rapid pace in the second quarter 2020,

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which led to a meaningful adverse impact on our revenues and financial results. Although we have experienced improved conditions in most of our core markets in the third quarter of 2020, demand for our products remained modestly down compared to the same period of 2019.

~~In response to the impact of COVID-19, we have implemented, and may continue to implement, cost saving initiatives, including:~~

● ~~suspended merit and general wage increases that customarily occur at the end of the first quarter;~~
● ~~implemented a temporary hiring freeze for all non-business critical positions;~~
● ~~accelerated integration efforts related to the integration of Icynene-Lapolla and CVC Thermoset Specialties in order to more expeditiously capture related synergies;~~
● implemented restructuring programs in our Polyurethanes segment to reorganize our spray polyurethane foam business to better position this business for efficiencies and growth in coming years and to optimize our downstream footprint;
● ~~implemented a restructuring program in our Performance Products segment, primarily related to workforce reductions, in response to the sale of our Chemical Intermediates Businesses to Indorama;~~
● implemented restructuring programs in our Advanced Materials segment, primarily related to workforce reductions in connection with the CVC Thermoset Specialties Acquisition and the alignment of the segment’s commercial organization and optimization of the segment’s manufacturing processes; and
● ~~implemented restructuring programs in our Textile Effects segment to rationalize and realign structurally across various functions and certain locations within the segment.~~
~~For more information regarding our 2020 restructuring activities, see “Note 7. Restructuring, Impairment and Plant Closing Costs” to our condensed consolidated financial statements.~~
There continues to be many uncertainties regarding the impact of the COVID-19 pandemic, including the scope of scientific and health issues, the anticipated duration of the pandemic and the extent of local, regional and worldwide economic, social and political disruption. Given such uncertainties, it is difficult to estimate the magnitude COVID-19 may impact our future business, but we expect any adverse impact to continue for some time.

~~Outlook~~Outlook
We expect the following factors to impact our operating ~~segments in the fourth quarter of 2020:~~segments:
Polyurethanes:
●
Fourth quarter ~~2020~~2021 adjusted EBITDA ~~nearly in line with third quarter 2020, including an approximate $15~~estimated to be between $200 million ~~impact from reduced operating rates at our Geismar, Louisiana MDI facility~~and $220 million
●
Positive trends in ~~our~~ construction, ~~and automotive markets~~though impacted by raw material constraints
●
~~Higher margins in our component MDI and polymeric systems from third quarter 2020~~
Automotive market continues to ~~fourth quarter 2020~~be weak
● ~~Integration of our spray polyurethane foam business is on track to deliver annualized synergies of approximately $20 million in early 2021~~
Performance Products:
●
~~Lower~~
Fourth quarter 2021 adjusted EBITDA ~~year over year, but relatively flat compared~~estimated to ~~third~~be between $95 million and $100 million
●
Commercial initiatives to positively impact results
Advanced Materials:
●
Fourth quarter ~~2020 despite typical seasonality~~
● ~~Stable volumes and margins in performance amines~~
● ~~Improving trends in maleic anhydride~~
~~Advanced Materials:~~
● ~~Slightly lower~~2021 adjusted EBITDA ~~from third quarter 2020~~estimated to ~~fourth quarter 2020, but modestly higher with pro forma effect for the sale of our India-based DIY business~~be between $47 million and $52 million
45