Huntsman CORP

1. **GENERAL

Description of Business

We are a global manufacturer of diversified organic chemical products. We operate inthree segments: Polyurethanes, Performance Products and Advanced Materials. Our products comprise many different chemicals and formulations, which we market globally to a wide range of consumers that consist primarily of industrial and building product manufacturers. Our products are used in a broad range of applications, including those in the adhesives, aerospace, automotive, coatings and construction, construction products, durable and non-durable consumer products, electronics, insulation, packaging, power generation and refining. Many of our products offer effects such as premium insulation in homes and buildings and the light weighting of airplanes and automobiles that help conserve energy. We are a leading global producer in many of our key product lines, including MDI, amines, maleic anhydride and epoxy-based polymer formulations.

Our company, a Delaware corporation, was formed in2004 to hold the Huntsman businesses, which were founded by Jon M. Huntsman. Mr. Huntsman founded the predecessor to our Company in1970 as a small polystyrene plastics packaging company. Since then, we have transformed through a series of acquisitions and divestitures and now own a global portfolio of businesses with a primary focus on improving energy efficiency. On* February 28, 2023,we completed the sale of our Textile Effects Business to Archroma for a purchase price of $593 million, which includes estimated adjustments to the purchase price for working capital plus the assumption of underfunded pension liabilities. The final purchase price is subject to customary post-closing adjustments. Upon the completion of the sale, we received net proceeds of $530 million, determined as the purchase price less $5 million for certain costs paid by Archroma on our behalf, $30 million of estimated net working capital adjustments and $28 million of cash that will be reimbursed to us as part of the final post-closing adjustments anticipated in thefirst* quarter of2024. For more information, see “Note4. Discontinued Operations and Business Dispositions— Discontinued Operations—Sale of Textile Effects Business.” We operate all of our businesses through Huntsman International, our wholly-owned subsidiary. Huntsman International is a Delaware limited liability company and was formed in1999.

Huntsman Corporation and Huntsman International Financial Statements

Except where otherwise indicated, these notes relate to the consolidated financial statements for both our Company and Huntsman International. The differences between our consolidated financial statements and Huntsman International’s consolidated financial statements relate primarily to different capital structures and purchase accounting recorded at our Company for the2003 step-acquisition of Huntsman International Holdings LLC, the former parent company of Huntsman International that was merged into Huntsman International in2005.

Huntsman International declared and paid to us a distribution in the form of certain affiliate accounts receivable in thefourth quarter of2022 and during2023.

Recent Developments

Dividend Increase

On* February 16, 2024,*our Board of Directors declared a $0.25 per share cash dividend on our common stock. This represents an approximate 5% increase from the previous dividend.

Separation and Acquisition of Assets of SLIC Joint Venture

On* January 31, 2024,we completed the planned separation and acquisition of assets of SLIC, our manufacturing joint venture with BASF andthree* Chinese chemical companies. The final purchase price of the acquired assets will be determined based on an asset valuation, which we currently expect to be completed in thefirst quarter of2024. The acquisition of the assets were funded in part with HPS issuing a note payable at closing of approximately $230 million, which is subject to change pending the final valuation. As of* January 31, 2024,*we made a cash payment of approximately $26 million against the note payable. The remainder of the note payable will be paid off in cash in future quarters. The future proceeds of the acquisition received by SLIC will be distributed back to the respective joint venture partners upon liquidation of the joint venture. We anticipate that the liquidation will occur by mid-2025.

Amendments to Accounts Receivable Securitization Programs

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

Other Significant Development During2023

On* September 19, 2023,*we entered into a share purchase agreement to sell our polyurethanes business in Russia and Belarus. The transaction is subject to government approvals in several jurisdictions in addition to regulatory approvals and the satisfaction of customary closing conditions. The timing and final completion of the transaction are uncertain as the requirements to obtain approval of the transaction have been evolving, and we expect the approval process will continue to be subject to unanticipated changes and delays.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Carrying Value of Long-Lived Assets

We review long-lived assets and all amortizable intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of these assets* may**not* be recoverable. Recoverability is based upon current and anticipated undiscounted cash flows, and we recognize an impairment when such estimated cash flows are less than the carrying value of the asset. Measurement of the amount of impairment, if any, is based upon the difference between carrying value and fair value. Fair value is generally estimated by discounting estimated future cash flows using a discount rate commensurate with the risks involved or selling price of assets held for sale.

Cash and Cash Equivalents

We consider cash in checking accounts and cash in short-term highly liquid investments with original maturities ofthree months or less at the date of purchase to be cash and cash equivalents.

Cost of Goods Sold

We classify the costs of manufacturing and distributing our products as cost of goods sold. Manufacturing costs include variable costs, primarily raw materials and energy, and fixed expenses directly associated with production. Manufacturing costs also include, among other things, plant site operating costs and overhead (including depreciation), production planning and logistics costs, repair and maintenance costs, plant site purchasing costs, and engineering and technical support costs. Distribution, freight and warehousing costs are also included in cost of goods sold.

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Derivatives and Hedging Activities

All derivatives, whether designated in hedging relationships ornot, are recorded on our balance sheets at fair value. If the derivative is designated as a fair value hedge, the changes in the fair value of the derivative and the hedged items are recognized in earnings. If the derivative is designated as a cash flow hedge, changes in the fair value of the derivative are recorded in accumulated other comprehensive loss, to the extent effective, and will be recognized in the income statement when the hedged item affects earnings. Changes in the fair value of the hedge in the net investment of certain international operations are recorded in other comprehensive income (loss), to the extent effective. The effectiveness of a cash flow hedging relationship is established at the inception of the hedge, and after inception we perform effectiveness assessments at least every three months. A derivative designated as a cash flow hedge is determined to be effective if the change in value of the hedge divided by the change in value of the hedged item is within a range of 80% to 125%. Hedge ineffectiveness in a cash flow hedge occurs only if the cumulative gain or loss on the derivative hedging instrument exceeds the cumulative change in the expected future cash flows on the hedged transaction. For a derivative that doesnot qualify or hasnot been designated as a hedge, changes in fair value are recognized in earnings.

Environmental Expenditures

Environmental related restoration and remediation costs are recorded as liabilities when site restoration and environmental remediation and clean-up obligations are either known or considered probable and the related costs can be reasonably estimated. Other environmental expenditures that are principally maintenance or preventative in nature are recorded when expended and incurred and are expensed or capitalized as appropriate. See “Note21. Environmental, Health and Safety Matters.”

Equity Method Investments

We account for our equity investments where we own a non-controlling interest, but exercise significant influence, under the equity method of accounting. Under the equity method of accounting, our original cost of the investment is adjusted for our share of equity in the earnings of the equity investee and reduced by dividends and distributions of capital received, unless the fair value option is elected, in which case the investment balance is marked to fair value each reporting period and the impact of changes in fair value of the equity investment are reported in earnings.

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Foreign Currency Translation

The accounts of our operating subsidiaries outside of the U.S., unless they are operating in highly inflationary economic environments, consider the functional currency to be the currency of the economic environment in which they operate. Accordingly, assets and liabilities are translated at rates prevailing at the balance sheet date. Revenues, expenses, gains and losses are translated at a weighted average rate for the period. Cumulative translation adjustments are recorded to equity as a component of accumulated other comprehensive loss.

If a subsidiary operates in an economic environment that is considered to be highly inflationary (100% cumulative inflation over athree-year period), the U.S. dollar is considered to be the functional currency and gains and losses from remeasurement to the U.S. dollar from the local currency are included in the statement of operations. Where a subsidiary’s operations are effectively run, managed, financed and contracted in U.S. dollars, such as certain finance subsidiaries outside of the U.S., the U.S. dollar is considered to be the functional currency.

Foreign currency transaction gains and losses are recorded in other operating income, net in our consolidated statements of operations and were a loss of $13 million, a gain of $18 million and a gain of $9 million for the years ended* December 31, 2023,*2022 and2021, respectively.

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 thannot that they will be realized. Valuation allowances are reviewed on a 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 for each jurisdiction. These conclusions require significant judgment. In evaluating the objective evidence that historical results provide, we consider the cumulative income or losses during the applicable period. Cumulative losses incurred over the 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.

Accounting for uncertainty in income taxes prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The application of income tax law is inherently complex. We are required to determine if an income tax position meets the criteria of more likely thannot to be realized based on the merits of the position under tax law, in order to recognize an income tax benefit. This requires us to make significant judgments regarding the merits of income tax positions and the application of income tax law. Additionally, if a tax position meets the recognition criteria of more likely thannot we are required to make judgments and apply assumptions to measure the amount of the tax benefits to recognize. These judgments are based on the probability of the amount of tax benefits that would be realized if the tax position was challenged by the taxing authorities. Interpretations and guidance surrounding income tax laws and regulations change over time. As a consequence, changes in assumptions and judgments can materially affect amounts recognized in our consolidated financial statements. See “Note19. Income Taxes.”

Intangible Assets and Goodwill

Intangible assets are stated at cost (fair value at the time of acquisition) and are amortized using the straight-line method over the estimated useful lives or the life of the related agreement as follows:

Goodwill represents costs in excess of fair values assigned to the underlying net assets of acquired businesses. Goodwill isnot subject to any method of amortization, but is tested for impairment annually (at the beginning of thethird quarter) and when events and circumstances change that would more likely thannot reduce the fair value of a reporting unit below its carrying amount. When the fair value is less than the carrying value of the related reporting unit, we are required to reduce the amount of goodwill through a charge to earnings. Fair value is estimated using the market approach, as well as the income approach based on discounted cash flow projections. Goodwill has been assigned to reporting units for purposes of impairment testing.

During2023 and2022, goodwill increased by approximately $3 million and decreased by approximately $9 million, respectively, due to changes in foreign currency exchange rates.

Inventories

Inventories are stated at the lower of cost or market, with cost determined using average cost, LIFO andfirst-infirst-out methods for different components of inventory.

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Leases

The determination of whether a contract is or contains a lease is performed at the lease inception date. Lease right-of-use assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term, using incremental borrowing rates as the implicit rates arenot readily determinable for our leases. The incremental borrowing rates are determined on a collateralized basis and vary from lease to lease depending on the country where the leased asset exists and the term of the lease arrangement. We combine lease components with non-lease components and account for them as a single lease component for all classes of underlying assets, except for leases of manufacturing and research facilities and administrative offices. For these assets, non-lease components are separated from lease components and accounted for as normal operating expenses. See “Note9. Leases.”

Legal Costs

We expense legal costs, including those legal costs incurred in connection with a loss contingency, as incurred.

Net Income Per Share Attributable to Huntsman Corporation

Basic income per share excludes dilution and is computed by dividing net income attributable to Huntsman Corporation by the weighted average number of shares outstanding during the period. Diluted income per share reflects all potential dilutive common shares outstanding during the period and is computed by dividing net income attributable to Huntsman Corporation by the weighted average number of shares outstanding during the period increased by the number of additional shares that would have been outstanding as potential dilutive securities. Diluted income per share is computed using the treasury stock method for all stock-based awards. In periods with reported loss from continuing operations attributable to Huntsman Corporation, all stock-based awards are generally deemed anti-dilutive and would be excluded from the calculation of diluted income per share from continuing operations, discontinued operations and net income regardless of whether there is income or loss from discontinued operations and net income.

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

Additional stock-based awards of 3.1 million,1.1 million and 1.1 million weighted average equivalent shares of stock were outstanding during the years ended* December 31, 2023,2022 and2021, respectively. However, these stock-based awards werenot included in the computation of diluted earnings per share for the respective periods mentioned because the effect would be anti-dilutive. For the year ended December 31, 2023,*there were 1.3 million weighted average equivalent shares of stock included in the total anti-dilutive weighted average equivalent shares of stock noted above as a result of the reported loss from continuing operations attributable to Huntsman Corporation.

Other Noncurrent Assets

Periodic maintenance and repairs applicable to major units of manufacturing facilities (a “turnaround”) are accounted for on the deferral basis by capitalizing the costs of the turnaround and amortizing the costs over the estimated period until the next turnaround.

Principles of Consolidation

Our 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. All intercompany accounts and transactions have been eliminated.

Property, Plant and Equipment

Property, plant and equipment is stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives or lease term as follows:

Interest expense capitalized as part of plant and equipment was $6 million, $7 million and $11 million for the years ended* December 31, 2023,*2022 and2021, respectively.

Normal maintenance and repairs of plant and equipment are charged to expense as incurred. Renewals, betterments and major repairs that materially extend the useful life of the assets are capitalized, and the assets replaced, if any, are retired.

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Revenue Recognition

We generate substantially all of our revenue through product sales in the open market and long-term supply agreements 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 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.

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 thanone year.

The amount of consideration we receive and revenue we recognize is based upon the terms stated in the sales contract, which* maycontain 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 havenot* materially differed. Payment terms vary but are generally less thanone year. As our standard payment terms are less thanone year, we have elected tonot assess whether a contract has a significant financing component. In the normal course of business, we donot accept product returns unless the item is defective as manufactured. We establish provisions for estimated returns based on an analysis of historical experience. See “Note17. Revenue Recognition.”

Securitization of Accounts Receivable

Under our A/R Programs, we grant an undivided interest in certain of our trade receivables to the special purpose entities (“SPE”) in the U.S. and EU. This undivided interest serves as security for the issuance of debt. The A/R Programs provide for financing in U.S. dollars, euros and British pounds. The amounts outstanding under our A/R Programs are accounted for as secured borrowings. See “Note14. Debt—Direct and Subsidiary Debt—A/R Programs.”

Stock-Based Compensation

We measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. That cost, net of estimated forfeitures, will be recognized over the period during which the employee is required to provide services in exchange for the award. See “Note23. Stock-Based Compensation Plan.”

Use of Estimates

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

**Accounting Standards Adopted During **2023

There wereno accounting standards that we adopted during2023.

Accounting Standards Pending Adoption InFuture Periods

The following relevant accounting standards become effective subsequent to fiscal year2023, and we are currently evaluating the impact of the future adoption of these accounting standards on our consolidated financial statements and related disclosures:

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3.** BUSINESS COMBINATIONS AND ACQUISITIONS**

Acquisition of** GABRIEL Performance Products**

On* January 15, 2021,we completed the acquisition of Gabriel Performance Products, a North American specialty chemical manufacturer of specialty additives and epoxy curing agents for the coatings, adhesives, sealants and composite end-markets (the “Gabriel Acquisition”), from funds affiliated with Audax Private Equity in an all-cash transaction of approximately $251 million. The purchase price was funded from available liquidity, and the acquired business has been integrated into our Advanced Materials segment. Transaction costs related to this acquisition were approximately $2 million in2021* and were recorded in other operating income, net in our consolidated statements of operations.

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

The valuation was finalized during thefirst quarter of2022. Intangible assets acquired included in this allocation consist of trademarks, technology and trade secrets, which are being amortized over a period of 15 years. The goodwill recognized is attributable primarily to projected future profitable growth in our Advanced Materials specialty portfolio and synergies. We acquired approximately $94 million of goodwill that will be deductible for income tax purposes.

PRO** FORMA**** INFORMATION FOR**** ACQUISITIONS******

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

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4. DISCONTINUED OPERATIONS AND BUSINESS DISPOSITIONS

DISCONTINUED OPERATIONS

Sale of Textile Effects Business

On* February 28, 2023,we completed the sale of our Textile Effects Business to Archroma for a purchase price of $593 million, which includes estimated adjustments to the purchase price for working capital plus the assumption of underfunded pension liabilities. The final purchase price is subject to customary post-closing adjustments. Upon the completion of the sale, we received net proceeds of $530 million, determined as the purchase price less $5 million for certain costs paid by Archroma on our behalf, $30 million of estimated net working capital adjustments and $28 million of cash that will be reimbursed to us as part of the final post-closing adjustments anticipated in thefirst* quarter of2024. In connection with the sale, we recognized a pre-tax gain of $154 million in2023. During2023, we have paid cash taxes of approximately $23 million, and we expect to pay additional cash taxes of approximately $15 million.

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 consolidated balance sheets (dollars in millions):

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

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

On* November 3, 2020,we completed the sale of the India-based do-it-yourself (“DIY”) business to Pidilite Industries Ltd. and received cash of approximately $257 million. In thesecond* quarter of2021, we received the full payment of $28 million pursuant to an earnout provision based on the DIY business’s achievement of certain sales revenue targets in line with its2019 performance. As a result, we recognized an additional pretax gain of $28 million in thesecond quarter of2021, which was recorded in gain on sale of India-based DIY business in our consolidated statements of operations.

Separation and Deconsolidation of Venator

On* December 23, 2020,we completed the sale of approximately 42.4 million ordinary shares of Venator Materials PLC (“Venator”). Concurrent with the sale of ordinary shares, we entered into an option agreement, pursuant to which we granted an option to funds advised by SK Capital Partners, LP to purchase the remaining approximate 9.7 million ordinary shares we held in Venator at $2.15 per share. The option expired on June 23, 2023;however, prior to its expiration, we recorded this option at fair value with changes in fair value reported in earnings. We account for our remaining ownership interest in Venator as an investment in equity securities that are marked to fair value with changes in fair value reported in earnings. For the years ended December 31, 2023,*2022 and2021, we recorded net losses of $5 million, $12 million and $28 million, respectively, to record our investment in Venator and related option at fair value. These net losses were recorded in “Fair value adjustments to Venator investment, net” in our consolidated statements of operations.

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5. INVENTORIES

Inventories consisted of the following (dollars in millions):

For both* December 31, 2023and2022*, approximately 8% of inventories were recorded using the LIFO cost method.

6. PROPERTY, PLANT AND EQUIPMENT

The cost and accumulated depreciation of property, plant and equipment were as follows (dollars in millions):

Depreciation expense from continuing operations for Huntsman Corporation and Huntsman International for2023,2022 and2021 was $231 million, $233 million and $231 million, respectively.

7. INVESTMENT IN UNCONSOLIDATED AFFILIATES

Our ownership percentage and investment in unconsolidated affiliates were as follows (dollars in millions):

All of our equity method investments are held by our Polyurethanes segment.

Summarized Financial Information of Unconsolidated Affiliates

Summarized financial information of our unconsolidated affiliates as of* December 31, 2023and2022* and for the years ended* December 31, 2023,*2022 and2021 is as follows (dollars in millions):

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8. 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:

During the year ended* December 31,*2023, there wereno changes in our variable interest entities.

Creditors of our variable interest entities haveno recourse to our general credit. See “Note14. Debt—Direct and Subsidiary Debt.” As the primary beneficiary of these variable interest entities at* December**31,* 2023, the joint ventures’ assets, liabilities and results of operations are included in our consolidated financial statements.

The following table summarizes the carrying amount of our variable interest entities’ assets and liabilities included in our consolidated balance sheets as of* December 31, 2023and2022* (dollars in millions):

The revenues, income from continuing operations before income taxes and net cash provided by operating activities for our variable interest entities are as follows (dollars in millions):

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9**. LEASES**

We primarily lease manufacturing and research facilities, administrative offices, land, tanks, railcars and equipment. Leases with an initial term of12 months or less arenot recognized on the balance sheets; we recognize lease expense for these leases on a straight-line basis over the lease term. Our leases have remaining lives fromone month to 34 years. Certain lease agreements includeone or more options to renew, at our discretion, with renewal terms that can extend the lease term by approximatelyone year to 30 years or more. Renewal and termination options that we are reasonably certain to exercise have been included in the calculation of the lease right-of-use assets and lease liabilities.None of our lease agreements contain material residual value guarantees or material restrictions or covenants.

The components of operating lease expense, cash flows and supplemental noncash information from continuing operations are as follows (dollars in millions):

The weighted-average lease term and discount rate for our operating leases from continuing operations are as follows:

The undiscounted future cash flows of operating lease liabilities from continuing operations as of* December 31,*2023 are as follows (dollars in millions):

As of* December 31,*2023, we have additional leases, primarily for leases of a research facility and tanks, that havenot yet commenced of approximately $65 million. These leases will commence in2024 with lease terms of up to 20 years.

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10**. INTANGIBLE ASSETS**

The gross carrying amount and accumulated amortization of intangible assets were as follows (dollars in millions):

Amortization expense from continuing operations was $40 million for each of the years ended* December 31, 2023,*2022 and2021.

Estimated future amortization expense from continuing operations for intangible assets over the nextfive years is as follows (dollars in millions):

11**. ACCRUED LIABILITIES**

Accrued liabilities consisted of the following (dollars in millions):

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12. RESTRUCTURING, IMPAIRMENT AND PLANT CLOSING COSTS

As of* December 31, 2023,*2022 and2021, accrued restructuring costs by type of cost consisted of the following (dollars in millions):

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

Details with respect to cash and noncash restructuring charges from continuing operations for the years ended* December 31, 2023,*2022 and2021 are provided below (dollars in millions):

RESTRUCTURING ACTIVITIES

Beginning in thefourth quarter of2022, we implemented a restructuring program to further realign our cost structure with additional restructuring in Europe. This program is associated with all of our segments and includes exiting and consolidating certain facilities, workforce relocation to lower cost locations and further personnel rationalization. In connection with this restructuring program, we recorded net restructuring expense of approximately $9 million for the year ended* December 31, 2023,primarily related to workforce reductions and accelerated depreciation, partially offset by adjustments to restructuring reserves that areno* longer required for certain workforce reductions. We recorded net restructuring expense of approximately $34 million for the year ended* December 31, 2022,primarily related to workforce reductions. We expect to record further restructuring expenses of approximately $4 million through thefirst* half of2025.

Beginning in thefirst quarter of2021, our Corporate function implemented a restructuring program to optimize our global approach to leveraging shared services capabilities. During thesecond quarter of2022, this program was further expanded to include additional geographies. During the year ended* December 31, 2023,we evaluated current developments of this program and related anticipated cash costs, and we recorded a net restructuring credit of approximately $6 million for the year ended December 31, 2023,primarily to adjust restructuring reserves that areno* longer required for certain workforce reductions. During the years ended* December 31, 2022and2021,* we recorded approximately $15 million and $16 million, respectively, of net restructuring costs, primarily related to workforce reductions. We expect to record further restructuring expenses of approximately $1 million through thefirst half of2024.

Beginning in thethird quarter of2020, our Polyurethanes segment implemented a restructuring program to optimize its downstream footprint. During thesecond quarter of2022, this optimization program was further expanded to include the entire Polyurethanes business. In connection with this restructuring program, we recorded net restructuring expense of approximately $4 million, $10 million and $7 million for the years ended* December 31, 2023,*2022 and2021, respectively. During2023 and2022, this net expense primarily related to workforce reductions. During2021, this net expense primarily related to workforce reductions and accelerated depreciation, partially offset by a gain on the sale of assets of approximately $3 million. We donot expect to record further significant restructuring expenses.

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Beginning in thesecond quarter of2020, our Advanced Materials segment implemented restructuring programs in connection with our2020 acquisition of CVC Thermoset Specialties, the alignment of the segment’s commercial organization and optimization of the segment’s manufacturing processes. In connection with these restructuring programs, we recorded net restructuring expense of approximately $4 million, $8 million and $10 million for the years ended* December 31, 2023,*2022 and2021, respectively, primarily related to a site closure and accelerated depreciation. We expect to record further restructuring expenses of approximately $1 million through thefirst half of2024.

Beginning in thethird quarter of2022, our Corporate function implemented restructuring programs to optimize our global approaches to leveraging managed services in various information technology functions and to align and optimize our supply chain and EHS processes and systems. In connection with these restructuring programs, we recorded net restructuring expense of approximately $19 million for the year ended* December 31, 2022,*primarily related to workforce reductions.

13**. OTHER NONCURRENT LIABILITIES**

Other noncurrent liabilities consisted of the following (dollars in millions):

14**. DEBT**

Outstanding debt, net of debt issuance costs, of consolidated entities consisted of the following (dollars in millions):

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Direct and Subsidiary Debt

Substantially all of our debt, including the facilities described below, has been incurred by our subsidiaries (primarily Huntsman International); Huntsman Corporation isnot a guarantor of such subsidiary debt.

Certain of our subsidiaries havethird-party debt agreements. These debt agreements contain certain restrictions with regard to dividends, distributions, loans or advances. In certain circumstances, the consent of athird 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 sheets as a reduction in the face amount of that debt liability. As of* December 31, 2023and2022*, the amount of debt issuance costs directly reducing the debt liability was $7 million and $8 million, respectively. We record the amortization of debt issuance costs as interest expense.

Revolving Credit Facility

On* May 20, 2022,Huntsman International entered into the2022* Revolving Credit Facility. Borrowings will bear interest at the rates specified in the credit agreement governing the2022 Revolving Credit Facility, which will vary based on the type of loan and Huntsman International’s debt ratings. Under the credit agreement, the interest rate margin and the commitment fee rates are also subject to adjustments based on the Company’s performance on specified sustainability target thresholds with respect to annual percentage reduction in operational greenhouse gas emissions intensity and annual percentage reduction in water consumption intensity. Unless previously terminated in accordance with its terms, the credit agreement will mature in* May 2027.Huntsman International mayincrease the2022* Revolving Credit Facility commitments up to an additional $500 million, subject to the satisfaction of certain conditions. In connection with entering into the2022 Revolving Credit Facility, Huntsman International terminated all commitments and repaid all obligations under its2018 $1.2 billion senior unsecured credit facility.

The following table presents certain amounts under our2022 Revolving Credit Facility as of* December 31, 2023* (monetary amounts in millions):

A/R Programs

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

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

Information regarding our A/R Programs as of* December 31,*2023 was as follows (monetary amounts in millions):

As of* December 31,*2023 and2022, $224 million and $272 million, respectively, of accounts receivable were pledged as collateral under our A/R Programs.

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Senior Notes

As of* December**31,* 2023, we had outstanding the following notes (monetary amounts in millions):

The2025, 2029 and2031 Senior Notes are general unsecured senior obligations of Huntsman International. The indentures impose certain limitations on the ability of Huntsman International and its subsidiaries to, among other things, incur additional indebtedness secured by any principal properties, incur indebtedness of subsidiaries, enter into sale and leaseback transactions with respect to any principal properties, consolidate or merge with or into any other person or lease and sell or transfer all or substantially all of its properties and assets. Upon the occurrence of certain change of control events, holders of the2025, 2029 and2031 Senior Notes will have the right to require that Huntsman International purchase all or a portion of such holders’ notes in cash at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest to the date of repurchase.

The2025 Senior Notes bear interest at 4.25% per year, payable semi-annually on* April 1and October 1,and are due on April 1, 2025.Huntsman International mayredeem the2025* Senior Notes in whole or in part at any time prior to* January 1, 2025*at a price equal to 100% of the principal amount thereof plus a ‘‘make-whole’’ premium and accrued and unpaid interest.

The2029 Senior Notes bear interest at 4.50% per year, payable semi-annually on* May 1and November 1,and will mature on May 1, 2029.Huntsman International mayredeem the2029* Senior Notes in whole or in part at any time prior to* February**1,* 2029 at a price equal to 100% of the principal amount thereof plus a “make-whole” premium and accrued and unpaid interest. Huntsman International* mayredeem the2029* Senior Notes at any time, in whole or from time to time in part, on or after* February 1, 2029*at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest.

The2031 Senior Notes bear interest at 2.95% per year, payable semi‑annually on* June 15and December 15of each year, and will mature on June 15, 2031.Huntsman International mayredeem the2031* Senior Notes in whole or in part at any time prior to* March 15, 2031at a price equal to 100% of the principal amount thereof plus a “make‑whole” premium as of, and accrued and unpaid interest, if any, to, butnot* including, the date of redemption. Huntsman International* mayredeem the2031* Senior Notes at any time in whole or from time to time in part, on or after* March 15, 2031at a price equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to, butnot* including, the date of redemption. ​

On* May 26, 2021,Huntsman International completed a $400 million offering of its2031* Senior Notes. On* June 23, 2021,Huntsman International applied the net proceeds from the offering, along with cash on hand, to redeem in full $400 million in aggregate principal amount of its 5.125% senior notes due2022* and to pay accrued but unpaid interest of approximately $2 million. In addition, we paid redemption premiums and related fees and expenses of approximately $25 million and recognized a corresponding loss on early extinguishment of debt of $26 million in thesecond quarter of2021.

Variable Interest Entity Debt

As of* December 31,2023, AAC, our consolidated 50%-owned joint venture, had $26 million outstanding under its loan commitments and debt financing arrangements. As of December 31,*2023, we have $9 million classified as current debt and $17 million as long-term debt on our consolidated balance sheets. We donot guarantee these loan commitments, and AAC isnot a guarantor of any of our other debt obligations.

Compliance With Covenants

Our2022 Revolving Credit Facility contains a financial covenant regarding the leverage ratio of Huntsman International and its subsidiaries. The2022 Revolving Credit Facility also contains other customary covenants and events of default for credit facilities of this type. Upon an event of default that isnot cured or waived within any applicable cure periods, in addition to other remedies that* maybe available to the lenders, the obligations under the2022* Revolving Credit Facility* may*be accelerated.

The agreements governing our A/R Programs also contain certain receivable performance metrics. Any material failure to meet the applicable A/R Programs’ metrics could lead to an early termination event under the A/R Programs, which could require us to cease our use of such facilities, prohibiting us from additional borrowings against our receivables or, at the discretion of the lenders, requiring that we repay the A/R Programs in full. An early termination event under the A/R Programs would also constitute an event of default under our2022 Revolving Credit Facility, which could require us to pay off the balance of the2022 Revolving Credit Facility in full and could result in the loss of our2022 Revolving Credit Facility.

We believe that we are in compliance with the covenants governing our material debt instruments, including our2022 Revolving Credit Facility, our A/R Programs and our notes.

Maturities

The scheduled maturities of our debt (excluding debt to affiliates) by year as of* December**31,* 2023 are as follows (dollars in millions):

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15**. 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. Changes in the fair value of the hedge in the net investment of certain European operations are recorded in other accumulated comprehensive income (loss).

Interest Rate Risks

Through our borrowing activities, we are exposed to interest rate risk. Such risk arises due to the structure of our debt portfolio, including the mix of fixed and floating interest rates. Actions taken to reduce interest rate risk include managing the mix and rate characteristics of various interest-bearing liabilities, as well as entering into interest rate derivative instruments.

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.

During2023, there wereno other reclassifications from accumulated other comprehensive loss to earnings. The actual amount that will be reclassified to earnings over the nexttwelve months* may*vary from this amount due to changing market conditions. We would be exposed to credit losses in the event of nonperformance by a counterparty to our derivative financial instruments. We anticipate, however, that the counterparties will be able to fully satisfy their obligations under the contracts. Market risk arises from changes in interest rates.

Foreign Exchange Rate Risk

Our cash flows and earnings are subject to fluctuations due to exchange rate variation. Our revenues and expenses are denominated in various currencies. We 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* maybe managed from time to time through financial market transactions, principally through the purchase of spot or forward foreign exchange contracts (generally with maturities ofthree months or less). We donot* hedge our currency exposures in a manner that would eliminate the effect of changes in exchange rates on our cash flows and earnings. As of* December 31, 2023and2022*, we had approximately $322 million and $315 million, respectively, notional amount (in U.S. dollar equivalents) outstanding in foreign currency contracts with a term of approximatelyone month related to continuing operations.

A portion of our debt is denominated in euros. We also finance certain of our non-U.S. subsidiaries with intercompany loans that are, in many cases, denominated in currencies other than the entities’ functional currency. We manage the net foreign currency exposure created by this debt through various means, including cross-currency swaps, the designation of certain intercompany loans as permanent loans because they arenot expected to be repaid in the foreseeable future and the designation of certain debt and swaps as net investment hedges.

Foreign currency transaction gains and losses on intercompany loans that arenot designated as permanent loans are recorded in earnings. Foreign currency transaction gains and losses on intercompany loans that are designated as permanent loans are recorded in other comprehensive income (loss). From time to time, we review such designation of intercompany loans.

We review our non-U.S. dollar denominated debt and derivative instruments to determine the appropriate amounts designated as hedges. As of* December**31,* 2023, we have designated approximately€45 million (approximately $50 million) of euro-denominated debt as a hedge of our net investment. For the years ended* December 31, 2023,*2022 and2021, the amounts recognized on the hedge of our net investment were a loss of $8 million, a loss of $10 million and a loss of $11 million, respectively, and were recorded in other comprehensive income (loss).

Commodity Prices Risk

Inherent in our business is exposure to price changes for several commodities. However, our exposure to changing commodity prices is somewhat limited since the majority of our raw materials are acquired at posted or market related prices, and sales prices for many of our finished products are at market related prices which are largely set on a monthly or quarterly basis in line with industry practice. Consequently, we* may*choose to partially hedge our commodity exposures from time to time.

16. FAIR VALUE

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

The carrying amounts reported in the balance sheets of cash and cash equivalents, accounts receivable and accounts payable approximate fair value because of the immediate or short-term maturity of these financial instruments. The fair values of non-qualified employee benefit plan investments are obtained through market observable pricing using prevailing market prices (Level1). The fair values of our senior notes are based on quoted market prices for the identical liability when traded in an active market (Level1), and the fair values of all our other outstanding debt are based on observable inputs other than quoted prices (Level2). Our investment in Venator is marked to fair value, which is obtained through market observable pricing using prevailing market prices (Level1). The fair value estimates presented herein are based on pertinent information available to management as of* December 31, 2023and2022*. Although we arenot aware of any factors that would significantly affect the estimated fair value amounts, such amounts havenot been comprehensively revalued for purposes of these financial statements since* December**31,* 2023, and current estimates of fair value* may*differ significantly from the amounts presented herein.

During the years ended* December 31, 2023and2022*, we heldno instruments measured at fair value on a recurring basis using significant unobservable inputs (Level3), and there wereno gains or losses (realized or unrealized) included in earnings for instruments categorized as Level3 within the fair value hierarchy.

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17. REVENUE RECOGNITION

The following tables disaggregate our revenue from continuing operations by major source for the years ended* December 31, 2023,*2022 and2021 (dollars in millions):

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18**. EMPLOYEE BENEFIT PLANS**

Defined Benefit and Other Postretirement Benefit

We provide a trusteed, non-contributory defined benefit pension plan (the “Plan”) that covers the majority of our U.S. employees. Effective* July 1, 2004,the Plan formula for employeesnot* covered by a collective bargaining agreement was converted to a cash balance design. For represented employees, participation in the cash balance design was subject to the terms of negotiated contracts. For participating employees, benefits accrued under the prior formula were converted to opening cash balance accounts. The cash balance benefit formula provides annual pay credits from 6% to 12% of eligible pay, depending on age and service, plus accrued interest.

Beginning* July 1, 2014,the Huntsman Defined Benefit Pension Plan was closed to new non-union entrants and as of April 1, 2015,it was closed to new union entrants. In addition, as of January 1, 2015,Rubicon closed its defined benefit plan to new entrants. Following the closure of these plans, new hires have been provided with a defined contribution plan with a non-discretionary employer contribution of 6% of pay and a company match of up to 4% of pay, for a total company contribution of up to 10% of pay. We also sponsor unfunded postretirement benefit plans other than pensions, which provide medical and life insurance benefits. Effective August 1, 2015,*the postretirement benefit plans were closed to new entrants.

Our postretirement benefit plans provide access totwo fully insured Medicare Part D plans including prescription drug benefits affected by the Medicare Prescription Drug, Improvement and Modernization Act of2003 (the “Act”). We cannot determine whether the medical benefits provided by our postretirement benefit plans are actuarially equivalent to those provided by the Act. We donot collect a subsidy and our net periodic postretirement benefits cost, and related benefit obligation, donot reflect an amount associated with the subsidy. We donot subsidize the premium cost of these plans; the premiums are entirely paid by the retirees.

We sponsor defined benefit plans in a number of countries outside of the U.S. The availability of these plans and their specific design provisions are consistent with local competitive practices and regulations.

The following table sets forth the funded status of the plans for us and Huntsman International and the amounts recognized in our consolidated balance sheets at* December 31, 2023and2022* (dollars in millions):

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During2023, our overall net unfunded liability in our U.S. pension and other postretirement benefit plans decreased, primarily due to favorable investment returns, partially offset by a decrease in discount rates. Our overall net unfunded liability in our non-U.S. pension plans increased, primarily due to a decrease in discount rates in most countries with significant impacts from Germany, the Netherlands, Switzerland and the U.K., partially offset by favorable foreign currency movements on assets and favorable investment returns, primarily from the Netherlands and the U.K.

During2022, the overall decreases in our U.S. pension and other postretirement benefit plan obligations were primarily due to increases in discount rates. The overall decrease in our non-U.S. pension plan obligation was primarily due to increases in discount rates in most countries with significant impacts from Germany, the Netherlands, Switzerland and the U.K., as well as unfavorable investment returns compared to expectations, primarily from the Netherlands and the U.K.

Components of net periodic benefit (credit) cost for the years ended* December 31, 2023,*2022 and2021 were as follows (dollars in millions):

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The amounts recognized in net periodic benefit cost and other comprehensive income (loss) as of* December 31, 2023,*2022 and2021 were as follows (dollars in millions):

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The following weighted-average assumptions were used to determine the projected benefit obligation at the measurement date and the net periodic pension cost for the year:

At* December 31, 2023and2022*, the healthcare trend rate used to measure the expected increase of the cost of benefits was assumed to be 6.5% and 6.75%, respectively, decreasing to 5.0% in2029 and thereafter.

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The projected benefit obligation and fair value of plan assets for the defined benefit plans with projected benefit obligations in excess of plan assets as of* December 31, 2023and2022* were as follows (dollars in millions):

The projected benefit obligation, accumulated benefit obligation and fair value of plan assets for the defined benefit plans with an accumulated benefit obligation in excess of plan assets as of* December 31, 2023and2022* were as follows (dollars in millions):

The accumulated benefit obligation of our defined pension plans as of* December 31, 2023and2022* was $2,264 million and $2,057 million, respectively.

Expected future contributions and benefit payments related to continuing operations are as follows (dollars in millions):

Our investment strategy with respect to pension assets is to pursue an investment plan that, over the long term, is expected to protect the funded status of the plan, enhance the real purchasing power of plan assets andnot threaten the plan’s ability to meet currently committed obligations. Additionally, our investment strategy is to achieve returns on plan assets, subject to a prudent level of portfolio risk. Plan assets are invested in a broad range of investments. These investments are diversified in terms of domestic and international equities, both growth and value funds, including small, mid and large capitalization equities; short-term and long-term debt securities; real estate; and cash and cash equivalents. The investments are further diversified within each asset category. The portfolio diversification provides protection against a single investment or asset category having a disproportionate impact on the aggregate performance of the plan assets.

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Our pension plan assets are managed by outside investment managers. The investment managers value our plan assets using quoted market prices, other observable inputs or unobservable inputs. For certain assets, the investment managers obtainthird-party appraisals at least annually, which use valuation techniques and inputs specific to the applicable property, market or geographic location. During2023 and2022, there wereno transfers into or out of Level3 assets.

We have established target allocations for each asset category. Our pension plan assets are periodically rebalanced based upon our target allocations.

The fair value of plan assets for the pension plans was $2,270 million and $2,127 million at* December 31, 2023and2022*, respectively. The following plan assets are measured at fair value on a recurring basis (dollars in millions):

The following table reconciles the beginning and ending balances of plan assets measured at fair value using unobservable inputs (Level3) (dollars in millions):

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Based upon historical returns, the expectations of our investment committee and outside advisors, the expected long-term rate of return on the pension assets is estimated to be between 4.8% and 7.52%. The asset allocation for our pension plans at* December 31, 2023and2022* and the target allocation for2024, by asset category, are as follows:

Equity securities in our pension plans didnot include any direct investments in equity securities of our Company or our affiliates at the end of2023.

Defined ContributionPlans

We have defined contribution plans in a variety of global locations. Our total combined expense for our defined contribution plans for the years ended* December 31, 2023,*2022 and2021 was $27 million, $29 million and $24 million, respectively, primarily related to our U.S. plans.

In the U.S., we had a money purchase pension plan that covered substantially all of our domestic employees who were hired prior to* January 1, 2004.Employer contributions were made based on a percentage of employees’ earnings (ranging up to 8%). During2014,* we closed this plan to non-union participants, and in2015, we closed this plan to union associates. We continue to provide equivalent benefits to those who were covered under this plan into their salary deferral account.

We have a salary deferral plan covering substantially all U.S. employees. Plan participants* mayelect to make voluntary contributions to this plan up to a specified amount of their compensation. We contribute an amount equal to the participant’s contribution,not to exceed 4% of the participant’s compensation. For new hires who arenot* eligible for the cash balance plan, and associates who were covered by the money purchase pension plan prior to its closure, we contribute an additional amount into their salary deferral accounts,not to exceed 6% of the participant’s compensation.

SUPPLEMENTAL SALARYD EFFERALPLANANDS UPPLEMENTALE XECUTIVER ETIREMENTPLAN

The Huntsman Supplemental Savings Plan (the “SSP”) is a non-qualified plan covering key management employees and allows participants to defer amounts that would otherwise be paid as compensation. The participant can defer up to 75% of their salary and bonus each year. This plan also provides benefits that would be provided under the Huntsman Salary Deferral Plan if that plan werenot subject to legal limits on the amount of contributions that can be allocated to an individual in a single year. The SSP was amended and restated effective as of* January 1, 2005to allow eligible executive employees to comply with Section409A* of the Internal Revenue Code of1986. Assets of these plans are included in other noncurrent assets and as of* December 31, 2023and2022* were $51 million and $41 million, respectively. During each of the years ended* December 31, 2023,*2022 and2021, we expensed approximately $1 million as contributions to the SSP.

The Huntsman Supplemental Executive Retirement Plan is an unfunded non-qualified pension plan established to provide certain executive employees with benefits that couldnot be provided, due to legal limitations, under the Huntsman Defined Benefit Pension Plan, a qualified defined benefit pension plan, and the Huntsman Money Purchase Pension Plan, a qualified money purchase pension plan.

Stock-Based Incentive Plan

On* May 5, 2016,our stockholders approved a new Huntsman Corporation2016* Stock Incentive Plan (the*“2016* Stock Incentive Plan”), which reserved 8.2 million shares for issuance. The Huntsman Corporation Stock Incentive Plan, as amended and restated (the “Prior Plan”), remains in effect for outstanding awards granted pursuant to the Prior Plan, butno further awards* maybe granted under the Prior Plan. Under the2016* Stock Incentive Plan, we* maygrant nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock, phantom stock, performance share units and other stock-based awards to our employees, directors and consultants and to employees and consultants of our subsidiaries, provided that incentive stock options maybe granted solely to employees. The terms of the grants under both the2016* Stock Incentive Plan and the Prior Plan are fixed at the grant date. As of* December 31,*2023, we had approximately6 million shares remaining under the2016 Stock Incentive Plan available for grant. See “Note23. Stock-Based Compensation Plan.”

International Plans

International employees are covered by various post-employment arrangements consistent with local practices and regulations. Such obligations are included in other long-term liabilities in our consolidated balance sheets.

19**. INCOME TAXES**

The following is a summary of U.S. and non-U.S. provisions for current and deferred income taxes from continuing operations (dollars in millions):

The following schedule reconciles the differences between the U.S. federal income taxes at the U.S. statutory rate to our provision for income taxes from continuing operations (dollars in millions):

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During2023, the weighted average statutory rate for countries with pre-tax income (primarily our operations in China (25% statutory rate), Germany (30% statutory rate) and Luxembourg (25% statutory rate)) was offset by the weighted average statutory rate for countries with pre-tax losses (primarily our operations in the Netherlands (25.8% statutory rate)), resulting withno difference as compared to the 21% U.S. statutory rate reflected in the reconciliation above. During2022 and2021, the weighted average statutory rate for countries with pre-tax income (in2022 and2021, primarily our operations in China (25% statutory rate), Germany (30% statutory rate) and Luxembourg (25% statutory rate)) was higher than the weighted average statutory rate for countries with pre-tax losses, resulting in a net expense of $8 million and $16 million, respectively, as compared to the 21% U.S. statutory rate reflected in the reconciliation above.

During2021, Albemarle agreed to waive any appeal in connection with an arbitration award we won and pay us $665 million (approximately $465 million, net of related legal fees). Of the $465 million income recorded, $237 million was capital gain for tax purposes. The realization of capital gains allowed us to release the valuation allowance of $237 million ($57 million tax-effected) related to the capital loss carryover and tax basis in our Venator investment, as further discussed below.

Under the U.S. Tax Reform Act’s global intangible low-taxed income (“GILTI”) provision, our non-U.S. operations are generally subject to U.S. tax. We have elected to treat the GILTI as a current-period expense when incurred. The stated purpose of the GILTI rules is to generate additional U.S. tax related to income in non-U.S. jurisdictions which incur less than a blended13.125% non-U.S. tax rate. Our non-U.S. income is subject to a blended rate greater than13.125%; however, in practice, the GILTI regulations result in additional tax liability as a result of expense allocations which limit our ability to utilize foreign tax credits against the GILTI inclusion. For2023,2022 and2021, we have incurred a tax expense of $3 million, tax expense of $3 million and tax benefit of $4 million, respectively, resulting from these expense allocations, net of other U.S. taxation on foreign operations. Our results for2021 included a $15 million benefit from the Foreign Derived Intangible Income (“FDII”) provisions of the U.S. Tax Reform Act.

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The components of income from continuing operations before income taxes were as follows (dollars in millions):

Components of deferred income tax assets and liabilities were as follows (dollars in millions):

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We evaluate deferred tax assets to determine whether it is more likely thannot that they will be realized. Valuation allowances are reviewed each period on a 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 cumulative income or losses during the applicablethree-year period. Cumulative losses incurred over thethree-year period limits our ability to consider other evidence such as our projections for the future. Our judgments regarding valuation allowances are also influenced by factors outside of business results, including the costs and risks associated with any tax planning associated with utilizing a deferred tax asset.

As a result of income tax accounting guidance to use athree-year cumulative loss and with the negative economic impacts of recent events, including economic challenges in Europe, we established a $14 million valuation allowance against the entire net deferred tax asset in the United Kingdom as of* December 31, 2023and a $49 million valuation allowance against the entire net deferred tax asset in the Netherlands as of December 31, 2022.*

We have gross net operating losses (“NOLs”) of $884 million ($223 million tax-effected) in various non-U.S. jurisdictions. While the majority of the non-U.S. NOLs haveno expiration date, $42 million ($7 million tax-effected) have a limited life (of which $2 million are subject to a valuation allowance), of whichnone are scheduled to expire in2024. We hadno NOLs expire unused in2023.

We have gross U.S. federal NOLs of $31 million ($6 million tax-effected), which were primarily acquired through acquisitions subject to tax change of control limitations. We expect to be able to utilize all of these NOLs, and therefore they arenot subject to a valuation allowance.

Included in the $884 million of gross non-U.S. NOLs is $256 million ($64 million tax-effected) attributable to our Luxembourg entities. As of* December**31,* 2023, due to the uncertainty surrounding the realization of the benefits of these losses, there is a valuation allowance of $22 million against these net tax-effected NOLs of $64 million.

We have $14 million tax effected federal and state capital loss carryovers, all of which are subject to a valuation allowance. Capital loss carryovers* mayonly be utilized against capital gains and have a5*-year carryforward period, generally expiring at the end of2028.

During2021, we recognized $237 million ($57 million tax-effected) of capital gain from the Albemarle Settlement, of which we utilized $28 million tax-effected of U.S. capital loss carryovers (which were subject to a valuation allowance) and released $29 million tax-effected valuation allowance against the tax basis greater than book basis in our Venator investment that will now be realizable. During2023, our remaining interest in Venator became worthless as a result of its bankruptcy and we realized a tax capital loss from our tax basis in our Venator investment. The related $29 million tax-effected capital losses are carried back to2021, since now realized. All of our excess capital losses remain subject to a full valuation allowance.

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Uncertainties regarding expected future income in certain jurisdictions could affect the realization of deferred tax assets in those jurisdictions and result in additional valuation allowances in future periods, or, in the case of unexpected pre-tax earnings, the release of valuation allowances in future periods.

The following is a summary of changes in the valuation allowance (dollars in millions):

The following is a reconciliation of our unrecognized tax benefits (dollars in millions):

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As of* December 31, 2023and2022*, the amount of unrecognized tax benefits (not including interest and penalties) which, if recognized, would affect the effective tax rate is $5 million and $7 million, respectively. During2023, we recorded a $32 million decrease to our unrecognized tax benefits related to the timing of tax losses on our Venator investment. This decrease was offset by a decrease in net deferred tax assets and, therefore, didnot affect income tax expense.

On* February 28, 2023,we completed the sale of our Textile Effects Business to Archroma. Due to the sale of these legal entities, our unrecognized tax benefits (and associated interest and penalties) transferred to Archroma withno* corresponding income tax benefit for the reduction since we have provided indemnification for pre-acquisition income taxes.

During2023, we concluded and settled tax examinations in the U.S. (federal and various states), Germany, Indonesia, Singapore and Thailand. During2022, we concluded and settled tax examinations in the U.S. (federal and various states), China and Japan. During2021, we concluded and settled tax examinations in the U.S. (federal and various states), Germany, Taiwan and Thailand.

During2023, for unrecognized tax benefits that impact tax expense, we recorded a net decrease in unrecognized tax benefits with a corresponding income tax benefit (not including interest and penalties) of $1 million. During2022, for unrecognized tax benefits that impact tax expense, we recorded a net increase in unrecognized tax benefits with a corresponding income tax expense (not including interest and penalties) of $3 million. During2021, for unrecognized tax benefits that impact tax expense, we recorded a net increase in unrecognized tax benefits with a corresponding income tax expense (not including interest and penalties) of $3 million.

We recognized accrued interest related to unrecognized tax benefits in income tax expense as provided below (dollars in millions):

We conduct business globally, and as a result, we file income tax returns in U.S. federal, various U.S. state and various non-U.S. jurisdictions. The following table summarizes the tax years that remain subject to examination by major tax jurisdictions:

Certain of our U.S. and non-U.S. income tax returns are currently under various stages of audit by applicable tax authorities and the amounts ultimately agreed upon in resolution of the issues raised* may*differ materially from the amounts accrued.

We estimate that it is reasonably possible that certain of our unrecognized tax benefits could change within 12 months of the reporting date with a resulting decrease in the unrecognized tax benefits within a reasonably possible range of $1 million to $2 million. For the 12-month period from the reporting date, we would expect that a decrease in our unrecognized tax benefits would result in a $1 million benefit to our income tax expense.

In connection with the provisions of U.S. Tax Reform, all non-U.S. earnings have generally been subject to U.S. tax and* maybe repatriated without incurring additional U.S. tax liability. Such repatriation maypotentially be subject to limited foreign withholding taxes. We intend to continue to invest most of these earnings indefinitely within the local countries and donot* expect to incur any significant additional taxes. There are certain countries where we do intend to repatriate some of our earnings, and we have accrued all withholding taxes for such amounts.

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20**. COMMITMENTS AND CONTINGENCIES**

Purchase Commitments

We have various purchase commitments extending through2030 for materials, supplies and services entered into in the ordinary course of business. Included in the purchase commitments table below are contracts which require minimum volume purchases that extend beyondone year or are renewable annually and have been renewed in2023. Certain contracts allow for changes in minimum required purchase volumes in the event of a temporary or permanent shutdown of a facility. To the extent the contract requires a minimum notice period, such notice period has been included in the table below. The contractual purchase prices for substantially all of these contracts are variable based upon market prices, subject to annual negotiations. We have estimated our contractual obligations by using the terms of our current pricing for each contract. We also have a limited number of contracts which require a minimum payment even ifno volume is purchased. We believe that all of our purchase obligations will be utilized in our normal operations. We made minimum payments of $4 million, $3 million and $6 million for the years ended* December 31, 2023,*2022 and2021, respectively, under such take or pay contracts without taking the product.

Total purchase commitments as of* December 31,*2023 are as follows (dollars in millions):

Legal Matters

On* April 29, 2022,a New Orleans jury awarded us approximately $94 million in our long-running court battle against Praxair/Linde,one of the industrial gas suppliers to our Geismar, Louisiana MDI manufacturing site. The case was filed after Praxair refused to properly maintain its own Geismar facility and then repeatedly failed to supply our requirements for industrial gas needed to manufacture MDI under long-term supply contracts that expired in2013.* After adding mandatory pre-judgment and post-judgment interest to the award, we expect damages to exceed $125 million before deducting for taxes and legal fees. The award is subject to a pending appeal, and if affirmed, we expect to receive net proceeds of approximately $50 million to $60 million. We havenot yet recognized the award in our consolidated statements of operations and the timing of the resolution of this matter is unknown.

We are a party to various other proceedings instituted by private plaintiffs, governmental authorities and others arising under provisions of applicable laws, including various environmental, products liability and other laws. We donot believe that the outcome of any of these matters will have a material effect on our financial condition, results of operations or liquidity.

21**. ENVIRONMENTAL, HEALTH AND SAFETY MATTERS**

EHS Capital Expenditures

We* mayincur future costs for capital improvements and general compliance under EHS laws, including costs to acquire, maintain and repair pollution control equipment. For the years ended December 31, 2023,2022 and2021, our capital expenditures for EHS matters totaled $30 million, $44 million and $36 million, respectively. Because capital expenditures for these matters are subject to evolving regulatory requirements and depend, in part, on the timing, promulgation and enforcement of specific requirements, our capital expenditures for EHS matters have varied significantly from year to year and we cannot provide assurance that our recent expenditures are indicative of future amounts we may*spend related to EHS and other applicable laws.

Environmental Reserves

We have accrued liabilities relating to anticipated environmental cleanup obligations, site reclamation and closure costs and known penalties. Liabilities are recorded when potential liabilities are either known or considered probable and can be reasonably estimated. Our liability estimates are calculated using present value techniques as appropriate and are based upon requirements placed upon us by regulators, available facts, existing technology and past experience. The environmental liabilities donot include amounts recorded as asset retirement obligations. We had accrued $5 million for environmental liabilities for both* December 31, 2023and2022*. Of these amounts, $2 million and $1 million were classified as accrued liabilities in our consolidated balance sheets as of* December 31, 2023and2022*, respectively, and $3 million and $4 million were classified as other noncurrent liabilities in our consolidated balance sheets as of* December 31, 2023and2022*, respectively. In certain cases, our remediation liabilities* maybe payable over periods of up to 30 years. We mayincur losses for environmental remediation in excess of the amounts accrued; however, we arenot* able to estimate the amount or range of such potential excess.

Environmental** Matters**

Under the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”) and similar state laws, a current or former owner or operator of real property in the U.S.* maybe 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 maybe liable regardless of whether it owned or operated the facility at the time of the release. Outside the U.S., analogous contaminated property laws can hold past owners and/or operators liable for remediation at former facilities. Currently, there are approximatelysix former facilities orthird*-party sites in the U.S. for which we have been notified of potential claims against us for cleanup liabilities, including, butnot limited to, sites listed under CERCLA. Based on current information and past experiences at other CERCLA sites, we donot expect thesethird-party claims to have a material impact on our consolidated financial statements.

Under the Resource Conservation and Recovery Act (“RCRA”) in the U.S. and similar state laws, we* maybe required to remediate contamination originating from our properties. Similar laws exist in a number of non-U.S. locations in which we currently operate, or previously operated, manufacturing facilities. Some of our manufacturing sites have an extended history of industrial chemical manufacturing and use, including on-site 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.

22**. HUNTSMAN CORPORATION STOCKHOLDERS’ EQUITY**

Share Repurchase Program

On* October 26, 2021,our Board of Directors approved a new share repurchase program of $1 billion. In conjunction with the inception of this plan, we retired our prior share repurchase program. On March 25, 2022,our Board of Directors increased the authorization of our existing share repurchase program from $1 billion to $2 billion. The share repurchase program is supported by our free cash flow generation. Repurchases maybe made in the open market, including through accelerated share repurchase programs, or in privately negotiated transactions, and repurchases maybe 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 year ended December 31,*2023, we repurchased 13,093,375 shares of our common stock for approximately $350 million, including commissions, under this share repurchase program.

Dividends on Common Stock

The following tables represent dividends on common stock for our Company for the years ended* December 31, 2023and2022* (dollars in millions, except per share payment amounts):

23**. STOCK-BASED COMPENSATION PLAN**

Under the2016 Stock Incentive Plan, we* maygrant nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock, phantom stock, performance share units and other stock-based awards to our employees, directors and consultants and to employees and consultants of our subsidiaries, provided that incentive stock options maybe granted solely to employees. The terms of the grants under both the2016* Stock Incentive Plan and the Prior Plan are fixed at the grant date. Initially, there were approximately 8.2 million shares available for issuance under the2016 Stock Incentive Plan. However, the number of shares available for issuance* maybe adjusted to include any shares surrendered, exchanged, forfeited or settled in cash pursuant to the Prior Plan. As of December 31,*2023, we had approximately 6 million shares remaining under the2016 Stock Incentive Plan 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 over athree-year period.

The compensation cost under the2016 Stock Incentive Plan and the Prior Plan for our Company and Huntsman International were as follows (dollars in millions):

The total income tax benefit recognized in the statement of operations for stock-based compensation arrangements was $3 million, $8 million and $3 million for the years ended* December 31, 2023,*2022 and2021, respectively.

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 averages of the assumptions utilized for all stock options granted during the year. During both of the years ended* December 31, 2023and2022*, no stock options were granted.

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A summary of stock option activity under the2016 Stock Incentive Plan and the Prior Plan as of* December 31,*2023 and changes during the year then ended is presented below:

The weighted-average grant-date fair value of stock options granted during2021 was $11.48 per option. As of* December 31,*2023, there was less than $1 million of total unrecognized compensation cost related to nonvested stock option arrangements granted under the2016 Stock Incentive Plan and the Prior Plan. That cost is expected to be recognized over a weighted-average period of approximately 0.2 years.

During the years ended* December 31, 2023,2022 and2021, the total intrinsic value of stock options exercised was approximately $3 million, $12 million and $13 million, respectively. Cash received from stock options exercised during the years ended December 31, 2023,2022 and2021 was approximately $5 million, $6 million and $10 million, respectively. The cash tax benefit from stock options exercised during each of the years ended December 31, 2023,*2022 and2021 was approximatelynil, $2 million and $2 million, respectively.

Nonvested Shares

Nonvested shares granted under the2016 Stock Incentive Plan and the Prior Plan consist of restricted stock and performance share unit awards, which are accounted for as equity awards, and phantom stock, which is accounted for as a liability award because it can be settled in either stock or cash. The fair value of each restricted stock and phantom stock award is estimated to be the closing stock price of Huntsman’s stock on the date of grant.

We granttwo types of performance share unit awards. Forone type of performance share unit award, the performance criteria are total stockholder return of our common stock relative to the total stockholder return of a specified industry peer group for thethree-year performance periods. The fair value of each performance share unit award is estimated using a Monte Carlo simulation model that uses various assumptions, including an expected volatility rate and a risk-free interest rate. For the years ended* December 31, 2023,2022 and2021, the weighted-average expected volatility rate was 37.6%,43.5% and 44.9%, respectively, and the weighted average risk-free interest rate was 4.38%,1.67% and 0.2%, respectively. For the performance share unit awards granted during the year ended December 31, 2023,*2022 and2021, the number of shares earned varies based upon the Company achieving certain performance criteria over athree-year performance period.

During thefirst quarter of2022, we issued asecond type of performance award, which also includes a market condition. The performance criteria are our corporate free cash flow achieved relative to targets set by management, modified for the total stockholder return of our common stock relative to the total stockholder return of a specified industry peer group for thetwo-year performance period. The fair value of each performance share unit award is estimated using a Monte Carlo simulation model that uses various assumptions, including an expected volatility rate and a risk-free interest rate. For the year ended* December 31, 2022,the weighted-average expected volatility rate was 37.9% and the weighted average risk-free interest rate was 1.43%. For the performance share unit awards granted during the year ended December 31, 2022,the number of shares earned varies based upon the Company achieving certain performance criteria over atwo-year performance period. No performance share unit awards of this type were granted during the year ended December 31,*2023.

A summary of the status of our nonvested shares as of* December 31,*2023 and changes during the year then ended is presented below:

As of* December**31,* 2023, there was $31 million of total unrecognized compensation cost related to nonvested share compensation arrangements granted under the Stock Incentive Plan and the Prior Plan. That cost is expected to be recognized over a weighted-average period of approximately 1.8 years. The value of share awards that vested during the years ended* December 31, 2023,*2022 and2021 was $28 million, $31 million and $18 million, respectively.

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24. ACCUMULATED OTHER COMPREHENSIVE LOSS

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

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Items of other comprehensive income (loss) of our Company and our consolidated affiliates have been recorded net of tax, with the exception of the foreign currency translation adjustments related to subsidiaries with earnings permanently reinvested. The tax effect is determined based upon the jurisdiction where the income or loss was recognized and is net of valuation allowances.

25**. RELATED PARTY TRANSACTIONS**

Our consolidated financial statements include the following transactions with our affiliatesnot otherwise disclosed (dollars in millions):

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26. OPERATING SEGMENT INFORMATION

We derive our revenues, earnings and cash flows from the manufacture and sale of a wide variety of diversified organic chemical products. We have three operating segments, which are also our reportable segments: Polyurethanes, Performance Products and Advanced Materials. We have organized our business and derived our operating segments around differences in product lines.

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

Sales between segments are generally recognized at external market prices and are eliminated in consolidation. We use adjusted EBITDA to measure the financial performance of our global business units and for reporting the results of our operating segments. This measure includes all operating items relating to the businesses. The adjusted EBITDA of operating segments excludes items that principally apply to our Company as a whole. The following schedule includes revenues and adjusted EBITDA for each of our reportable operating segments (dollars in millions).

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HUNTSMAN CORPORATION (PARENT ONLY)

Schedule I—Condensed Financial Information of Registrant

BALANCE SHEETS

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STATEMENTS OF OPERATIONS

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STATEMENTS OF COMPREHENSIVE INCOME

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STATEMENTS OF STOCKHOLDERS’ EQUITY

(In Millions, Except Share Amounts)

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STATEMENTS OF CASH FLOWS

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NOTES TO CONDENSED FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION

Pursuant to rules and regulations of the SEC, the parent only condensed financial information of Huntsman Corporation do not reflect all of the information and notes normally included with financial statements prepared in accordance with GAAP in the U.S. Therefore, these condensed financial statements should be read in conjunction with the consolidated financial statements and related notes included under Item 8 in this Form 10-K.