Huntsman CORP

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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1. GENERAL

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Certain Definitions

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

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

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Interim Financial Statements

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Our unaudited interim condensed consolidated financial statements and Huntsman International’s unaudited interim condensed consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP” or “U.S. GAAP”) and in management’s opinion reflect all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of results of operations, comprehensive (loss) income, financial position and cash flows for the periods presented. Results for interim periods arenot necessarily indicative of those to be expected for the full year. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes to consolidated financial statements included in the Annual Report on Form10-K for the year ended* December 31, 2023* for our Company and Huntsman International.

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Description of Businesses

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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. 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

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

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​Principles of Consolidation

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

Huntsman International declared and paid to us distributions in the form of certain affiliate accounts receivable during2024 and2023.

**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.

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2. ACCOUNTING STANDARDS

RECENTLY ADOPTED ACCOUNTING STANDARDS

On* January 1, 2024,we adopted Financial Accounting Standards Board (FASB) Accounting Standards Update (ASU)No. 2023-07, Segment Reporting (Topic280): Improvements to Reportable Segment Disclosures*; however, the required disclosures are effective for our2024 annual reporting and interim periods within fiscal years beginning after* December 15, 2024.*We are currently evaluating the impact of the adoption of this accounting standard on our consolidated financial statements and related disclosures.

ACCOUNTING STANDARDS PENDING ADOPTION IN FUTURE PERIODS

The following relevant accounting standard becomes effective subsequent to fiscal year2024, and we are currently evaluating the impact of the future adoption of this accounting standard on our consolidated financial statements and related disclosures:

3. BUSINESS COMBINATIONS AND ACQUISITIONS

SEPARATION AND ACQUISITION OF ASSETS OF SLIC JOINT VENTURE

On* January 31, 2024,we completed the planned separation and acquisition of assets of Shanghai Lianheng Isocyanate Company Ltd. (“SLIC”), our 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 half of2024. The acquisition of the assets was funded in part with Huntsman Polyurethanes Shanghai Ltd., our70%-owned consolidated joint venture in China (“HPS”), issuing a U.S. dollar equivalent note payable at closing of approximately $218 million, as adjusted to reflect the preliminary valuation and is subject to further change pending the final valuation. As of* March 31, 2024,the note payable has been reduced by approximately $28 million to reflect cash payments made during the quarter. We expect that the remainder of the note payable will be paid by the end of2024* using available funds at HPS. Upon liquidation of the joint venture, all remaining cash of SLIC, primarily resulting from the proceeds received by SLIC, will be distributed back to the joint venture partners. We currently anticipate that the liquidation will be completed by mid-2025.

The acquisition is being integrated into our Polyurethanes segment. Transaction costs related to this acquisition werenot material for thethree months ended* March 31, 2024*.

We have accounted for the acquisition using the acquisition method. As such, we analyzed the fair value of assets acquired. The preliminary allocation of acquisition cost to the assets acquired is summarized as follow (dollars in millions):

The acquisition cost allocation is preliminary pending final determination of the fair value of assets acquired, including final valuation of certain inventories, property, plant and equipment, leases, other long-term assets and deferred taxes. It is possible that material changes to this preliminary valuation and allocation of acquisition cost could occur. The preliminary estimate of the total fair value of the assets acquired is in excess of the acquisition cost resulting in a preliminary net bargain purchase gain of approximately $52 million. Concurrent with the acquisition of assets, we wrote off certain prepaid assets of approximately $71 million related to operating agreements with SLIC and other joint venture partners.

According to the operating agreement of the joint venture, SLIC sold all of its output to the joint venture partners withno external sales. After the separation and acquisition of assets, we use all of the output of the acquired assets for internal use. As such, the acquired business hasno external revenues or net income.

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4. DISCONTINUED OPERATIONS

SaLE of t EXTILE e FFECTS b USINESS

On* February 28, 2023,we completed the sale of our textile chemicals and dyes business (“Textile Effects Business”) to Archroma, a portfolio company of SK Capital Partners (“Archroma”), and during thefirst* quarter of2024, we finalized the purchase price valued at $597 million, which includes adjustments to the purchase price for working capital plus the assumption of underfunded pension liabilities. Additionally, during thefirst quarter of2024, we recorded a net charge of approximately $8 million related to certain post-closing indemnification obligations and other outstanding charges between the parties. During thefirst quarter of2024, we have paid cash taxes of approximately $1 million, and we expect to pay additional cash taxes of approximately $11 million.

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

5. INVENTORIES

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

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For both* March 31, 2024* and* December 31, 2023*, approximately 8% of inventories were recorded using the LIFO cost method.

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6. VARIABLE INTEREST ENTITIES

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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:

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During thethree months ended* March 31, 2024*, there wereno changes in our variable interest entities.

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Creditors of our variable interest entities haveno recourse to our general credit. See “Note8. Debt—Direct and Subsidiary Debt.” As the primary beneficiary of these variable interest entities at* March 31, 2024*, the joint ventures’ assets, liabilities and results of operations are included in our condensed consolidated financial statements.

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The following table summarizes the carrying amounts of our variable interest entities’ assets and liabilities included in our condensed consolidated balance sheet as of* March 31, 2024* and our consolidated balance sheet as of* December 31, 2023* (dollars in millions):

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Certain operating activities for our variable interest entities for thethree months ended* March 31, 2024and2023* are as follows (dollars in millions):

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7. RESTRUCTURING, IMPAIRMENT AND PLANT CLOSING COSTS

As of* March 31, 2024* and* December 31, 2023*, 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 thethree months ended* March 31, 2024and2023* are provided below (dollars in millions):

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Restructuring Activities

Beginning in thefirst quarter of2024, our Advanced Materials segment implemented a restructuring program to optimize the segment’s manufacturing processes and cost structure in the U.S. to better align with future market opportunities. In connection with this restructuring program, we recorded net restructuring expense of approximately $8 million in thethree months ended* March 31, 2024,primarily related to workforce reductions and accelerated depreciation. We expect to record further restructuring expenses of approximately $11 million through2025,* primarily related to accelerated depreciation.

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 $2 million for thethree months ended* March 31, 2024*, primarily related to site closures. During thefirst quarter of2023, we evaluated the then current developments of this program and related anticipated cash costs, and we recorded a net restructuring credit of approximately $8 million for thethree months ended* March 31, 2023,primarily to adjust restructuring reserves that wereno* longer required for certain workforce reductions. We expect to record further restructuring expenses of approximately $3 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 thethree months ended* March 31, 2024*, we recorded net restructuring expense of approximatelynil. During thefirst quarter of2023, we evaluated the then current developments of this program and related anticipated cash costs, and we recorded a net restructuring credit of approximately $5 million for thethree months ended* March 31, 2023*, primarily to adjust restructuring reserves that wereno longer required for certain workforce reductions. We expect to record further restructuring expenses of approximately $1 million through2024.

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 approximatelynil and $2 million in thethree months ended* March 31, 2024and2023*, 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 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 $2 million in thethree months ended* March 31, 2023*, primarily related to workforce reductions.

8. DEBT

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

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Direct and Subsidiary Debt

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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.

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Certain of our subsidiaries havethird-party debt agreements that 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.

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Revolving Credit Facility

On* May 20, 2022,Huntsman International entered into a new $1.2 billion senior unsecured revolving credit facility (the“2022* Revolving Credit Facility”). Borrowings will bear interest at the rates specified in the credit agreement governing 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.

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The following table presents certain amounts under our2022 Revolving Credit Facility as of* March 31, 2024* (monetary amounts in millions):

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Senior Notes

Our senior notes consisted of the following (monetary amounts in millions):

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A/R Programs

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Our U.S. accounts receivable securitization program (“U.S. A/R Program”) and our European accounts receivable securitization program (“EU A/R Program” and collectively with the U.S. A/R Program, “A/R Programs”) 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* March 31, 2024* was as follows (monetary amounts in millions):

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As of* March 31, 2024* and* December 31, 2023*, $290 million and $224 million, respectively, of accounts receivable were pledged as collateral under our A/R Programs.

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Note Payable

As of* March 31, 2024,HPS had an outstanding note payable to SLIC denominated in Chinese renminbi, the equivalent of $190 million, related to the separation and acquisition of assets of SLIC. We expect that the remainder of the note payable will be paid by the end of2024* using available funds at HPS. For more information, see “Note3. Business Combinations and Acquisitions—Separation and Acquisition of Assets of SLIC Joint Venture.”

Variable Interest Entity Debt

As of* March 31, 2024*, AAC, our consolidated 50%-owned joint venture, had $24 million outstanding under its loan commitments and debt financing arrangements. As of* March 31, 2024*, we have $9 million classified as current debt and $15 million as long-term debt on our condensed consolidated balance sheets. We donot guarantee these loan commitments, and AAC isnot a guarantor of any of our other debt obligations.

Debt Issuance Costs

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We record debt issuance costs related to a debt liability on the balance sheets as a reduction to the face amount of that debt liability. As of* March 31, 2024* and* December 31, 2023*, the amount of debt issuance costs directly reducing the debt liability was $6 million and $7 million, respectively. We amortize debt issuance costs using either a straight line or effective interest method, depending on the debt agreement, and record them as interest expense.​

Compliance with Covenants

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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 contained in the agreements governing our material debt instruments, including our2022 Revolving Credit Facility, our A/R Programs and our senior notes.​

9. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

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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 loss.

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Our revenues and expenses are denominated in various foreign currencies, and our cash flows and earnings are thus subject to fluctuations due to exchange rate variations. From time to time, we* mayenter 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 ofone year or less). We donot* hedge our foreign currency exposures in a manner that would eliminate the effect of changes in exchange rates on our cash flows and earnings. As of* March 31, 2024and2023*, we had approximately $185 million and $387 million, respectively, of notional amount (in U.S. dollar equivalents) outstanding in forward foreign currency contracts related to continuing operations.

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

We review our non-U.S. dollar denominated debt and derivative instruments to determine the appropriate amounts designated as hedges. As of* March 31, 2024*, we have designated approximately€90 million (approximately $97 million) of euro-denominated debt as a hedge of our net investment. For thethree months ended* March 31, 2024and2023*, the amounts recognized on the hedge of our net investment were losses of approximately $1 million and $4 million, respectively, and were recorded in other comprehensive income in our condensed consolidated statements of comprehensive income.​

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10. FAIR VALUE

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

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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). The fair value estimates presented herein are based on pertinent information available to management as of* March 31, 2024* and* December 31, 2023*. 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* March 31, 2024*, and current estimates of fair value* may*differ significantly from the amounts presented herein.

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During thethree months ended* March 31, 2024*, we heldno instruments measured at fair value on a recurring basis using significant unobservable inputs (Level3), and there wereno gains or losses (realized and unrealized) included in our earnings for instruments categorized as Level3 within the fair value hierarchy.

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11. REVENUE RECOGNITION​

The following tables disaggregate our revenue from continuing operations by major source for thethree months ended* March 31, 2024and2023* (dollars in millions):

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12. EMPLOYEE BENEFIT PLANS

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Components of the net periodic benefit cost from continuing operations for thethree months ended* March 31, 2024and2023* were as follows (dollars in millions):

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During thethree months ended* March 31, 2024and2023*, we made contributions to our pension and other postretirement benefit plans related to continuing operations of $10 million and $11 million, respectively. During the remainder of2024, we expect to contribute an additional amount of approximately $23 million to these plans.

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13. HUNTSMAN CORPORATION STOCKHOLDERS’ EQUITY

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Share Repurchase Program

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On* October 26, 2021,our Board of Directors approved a share repurchase program of $1 billion. On March 25, 2022,our Board of Directors increased the authorization of our 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 thethree* months ended* March 31, 2024,*we didnot repurchase any shares of our common stock.

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Dividends on Common Stock

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During thethree months ended* March 31, 2024and2023*, we declared dividends of $43 million and $44 million, respectively, or $0.25 and $0.2375 per share, respectively, to common stockholders.

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14. ACCUMULATED OTHER COMPREHENSIVE LOSS

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

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15. COMMITMENTS AND CONTINGENCIES

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Legal Matters

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On* April 19, 2024,the Louisiana Fourth Circuit Court of Appeal affirmed the $93.1 million jury verdict and district court judgment in our favor 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 maintain properly its own Geismar facility and then repeatedly failed to supply our requirements for industrial gases 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 $135 million before deducting for taxes and legal contingency fees. The award remains subject to further potential review but, if affirmed or reviewed by the Louisiana Supreme Court, we*** *would expect to receive net proceeds of approximately $50 million to $60 million. We havenot yet recognized the award in our condensed consolidated statements of operations and the timing of the resolution of this matter is uncertain.

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.

16. ENVIRONMENTAL, HEALTH AND SAFETY MATTERS

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EHS Capital Expenditures

We* mayincur future costs for capital improvements and general compliance under environmental, health and safety (“EHS”) laws, including costs to acquire, maintain and repair pollution control equipment. For thethree* months ended* March 31, 2024and2023*, our capital expenditures from continuing operations for EHS matters totaled $5 million and $6 million, respectively. Because capital expenditures for these matters are subject to evolving regulatory requirements and depend, in part, on the timing, promulgation and enforcement of specific requirements, our capital expenditures for EHS matters have varied significantly from year to year and we cannot provide assurance that our recent expenditures are indicative of future amounts we* may*spend related to EHS and other applicable laws.

Environmental Reserves

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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 $14 million and $5 million for environmental liabilities as of* March 31, 2024* and* December 31, 2023*, respectively. Of these amounts, $6 million and $2 million were classified as accrued liabilities as of* March 31, 2024* and* December 31, 2023*, respectively, and $8 million and $3 million were classified as other noncurrent liabilities as of* March 31, 2024* and* December 31, 2023*, 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

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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 condensed consolidated financial statements.

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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.

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17. STOCK-BASED COMPENSATION PLANS

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As of* March 31, 2024*, we had approximately 5 million shares remaining under the stock-based compensation plans available for grant. Option awards have a maximum contractual term of 10 years and generally must have an exercise price at least equal to the market price of our common stock on the date the option award is granted. Outstanding stock-based awards generally vest annually over athree-year period or in total at the end of athree-year period.

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

The total income tax benefit recognized in the condensed consolidated statements of operations for us and Huntsman International for stock-based compensation arrangements wasnil and $1 million for thethree months ended* March 31, 2024and2023*, respectively.

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Stock Options

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The fair value of each stock option award is estimated on the date of grant using the Black-Scholes valuation model. Expected volatilities were 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.

During each of thethree months ended* March 31, 2024and2023*, no stock options were granted.

A summary of stock option activity under the stock-based compensation plans as of* March 31, 2024* and changes during thethree months then ended is presented below:

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As of* March 31, 2024*, there wasno unrecognized compensation cost related to nonvested stock option arrangements granted under the stock-based compensation plans.

The total intrinsic value of stock options exercised during thethree months ended* March 31, 2024and2023* was approximately $1 million andnil, respectively. Cash received from stock options exercised during both of thethree months ended* March 31, 2024and2023* was approximatelynil. The cash tax benefit from stock options exercised during both of thethree months ended* March 31, 2024and2023* was approximatelynil.

Nonvested Shares

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

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For our performance share unit awards, 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 thethree months ended* March 31, 2024and2023*, the weighted-average expected volatility rate was 31.8% and 37.6%, respectively, and the weighted average risk-free interest rate was 4.39% and 4.38%, respectively. For the performance share unit awards granted during thethree months ended* March 31, 2024and2023*, the number of shares earned varies based upon the Company achieving certain performance criteria over athree-year performance period.

A summary of the status of our nonvested shares as of* March 31, 2024* and changes during thethree months then ended is presented below:

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As of* March 31, 2024*, there was approximately $57 million of total unrecognized compensation cost related to nonvested share compensation arrangements granted under the stock-based compensation plans. That cost is expected to be recognized over a weighted-average period of approximately 2.3 years. The value of share awards that vested during thethree months ended* March 31, 2024and2023* was approximately $24 million and $28 million, respectively.

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18. INCOME TAXES

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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 an individual tax jurisdiction basis to analyze whether there is sufficient positive or negative evidence to support a change in judgment about the realizability of the related deferred tax assets. These conclusions require significant judgment. In evaluating the objective evidence that historical results provide, we consider the cyclicality of our businesses and cumulative income or losses during the applicable period. Cumulative losses incurred over the applicable period limits our ability to consider other subjective evidence such as our projections for the future. Changes in expected future income in applicable jurisdictions could affect the realization of deferred tax assets in those jurisdictions.

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We recorded income tax benefit (expense) from continuing operations of $20 million and $(11) million for thethree months ended* March 31, 2024and2023*, respectively. During thethree months ended* March 31, 2024,*we recorded a discrete tax benefit of $18 million resulting from the write-off of certain prepaid assets related to operating agreements with SLIC and other joint venture partners concurrent with the separation and acquisition of assets of SLIC. Our tax expense is significantly affected by the mix of income and losses in the tax jurisdictions in which we operate, as impacted by the presence of valuation allowances in certain tax jurisdictions.

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Huntsman International recorded income tax (benefit) expense from continuing operations of $20 million and $(11) million for thethree months ended* March 31, 2024and2023*, respectively. During thethree months ended* March 31, 2024,*we recorded a discrete tax benefit of $18 million resulting from the write-off of certain prepaid assets related to operating agreements with SLIC and other joint venture partners concurrent with the separation and acquisition of assets of SLIC. Our tax expense is significantly affected by the mix of income and losses in the tax jurisdictions in which we operate, as impacted by the presence of valuation allowances in certain tax jurisdictions.

19. EARNINGS PER SHARE

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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.

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

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Additional stock-based awards of approximately 2.7 million and 1.5 million weighted average equivalent shares of stock were outstanding during thethree months ended* March 31, 2024and2023*, respectively. However, these stock-based awards werenot included in the computation of diluted income per share for the respective periods mentioned above because the effect would be anti-dilutive. For thethree months ended* March 31, 2024*, there were 0.9 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.

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20. OPERATING SEGMENT INFORMATION

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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:

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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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