Huntsman Annual Report 2020

FY2020 Annual Report · Huntsman

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W E TO O K A D D IT I O N A L LE A PS FO RWA R D TO O P T I M IZE A N D G R OW
O U R D OW N S T R E A M S PEC I A LT Y A N D D I FFE R E N T I AT E D B U S I N ES S ES .

Huntsman Corporation is a publicly traded global manufacturer and marketer of

specialty and differentiated chemicals. Our products are sold worldwide and

serve a broad and diverse range of consumer and industrial end markets.

2020 MILESTONES

➤

Completed the sale of our Chemical Intermediate and Surfactants businesses to Indorama Ventures for approximately $2 billion which
reduced our upstream footprint and further fortified our investment grade balance sheet.

Acquired Icynene-Lapolla for ~$350 million, which nearly doubled our existing spray polyurethane foam business. The combined
business was rebranded to Huntsman Building Solutions a global leader in spray polyurethane foam insulation.

Responded to the COVID-19 pandemic with increased cost control and lower discretionary spending, reducing capital expenditures

and suspending share repurchases to preserve our strong balance sheet. Huntsman also utilized available assets to produce and
donate millions of pounds of hand sanitizer around the world in order to help contribute to the global fight against the pandemic.

Transformed our Advanced Materials business by announcing three separate transactions through 2020, of which two were closed

during 2020 and the third closed in January 2021. During 2020 we closed on the acquisition of CVC Thermoset Specialties for ~$300

million and the sale of our India based Do-It-Yourself consumer adhesives business for approximately $257 million, plus up to an

additional approximate $28 million subject to an 18-month earn out. We also announced in December 2020 the acquisition of

Gabriel Performance Products for ~$250 million, which was closed in early 2021. The net impact of all three transactions expanded

our core specialty business and improved its geographic balance at an overall attractive net purchase price.

Completed the sale of approximately 42.4 million ordinary shares of Venator Materials PLC for approximately $100 million, which

includes a 30-month option for the buyer to acquire the remaining 9.7 million ordinary shares held by Huntsman. This transaction

also allowed for Huntsman to capture an immediate tax savings of $150 million, securing a total related cash benefit of $250

million in 2020.

Announced more than $120 million of annualized cost and synergy savings including the acceleration of synergy capture relating to our
newly acquired businesses.

Received Six Responsible Care® Certificates for 2019 Health and Safety Performance from the American Chemistry Council and

published our 2019 sustainability report discussing how we are adopting to a circular mindset. This was Huntsman’s ninth
sustainability report since launching its corporate sustainability initiative in 2010.

Opened a new TEROL polyols plant in Taiwan, expanding our downstream polyurethanes capabilities in the Asia-Pacific region.

Paid out approximately $144 million in dividends to our shareholders and repurchased 5.4 million shares for $96 million.

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DEAR FELLOW SHAREHOLDERS:

2020 was a year with extraordinary challenges that impacted all
companies, including Huntsman, as the coronavirus pandemic
caused unprecedented economic volatility including a global
recession. However, our Company entered this period of turmoil
with the strongest financial position in its history and used this
strength to its advantage.

As the global economic impact of the pandemic was becoming
more evident in early March, we quickly made prudent decisions
to lower discretionary spending and control costs, including
accelerating our plans to realign our costs following the sale
of our Chemical Intermediate and Surfactants businesses.
We also prioritized protecting our strong balance sheet and
liquidity position through actions such as suspending our
share repurchase program, lowering our capital expenditures,
and working closely with customers and suppliers to assume
timely collections and payments. Because of our financial
strength we did not have to raise additional debt for liquidity
purposes or cut our quarterly dividend as other companies
did. Additionally, with our strong balance sheet we were able
to take advantage of market conditions and continue making
strategic investments to further strengthen and realign our
core businesses.

The completion of our timely divestiture of our Chemical
Intermediates and Surfactants businesses in early January for
approximately $2 billion ended up being the first of several
strategically important portfolio moves that we would close
in 2020.

We then completed the acquisition of the spray polyurethane
foam (SPF) insulation company Icynene-Lapolla in February
2020 for ~$350 million, which we immediately began integrating
with our existing SPF business. We rebranded this combined
business to Huntsman Building Solutions, which is now the
largest SPF manufacturer in the world. We also anticipate it
will be one of our fastest growing businesses over the next
several years. Not only does this allow us to push more of our
polymeric MDI downstream, but it also enables us to utilize
our TEROL polyols which consumes the equivalent of over
one billion PET bottles per annum as a feedstock source. This
business not only helps to reduce plastic waste but also makes
buildings significantly more energy efficient when compared to
other insulation alternatives.

Next, through 2020 we were able to strategically reposition
and fortify the core businesses of our Advanced Materials
division with three separate transactions which included the
purchases of CVC Thermoset Specialties in May for ~$300
million and Gabriel Performance Products for ~$250 million
which was announced in December and closed in early 2021.
These acquisitions were partially funded with the proceeds of
the sale of our India based DIY consumer adhesives business
for approximately $257 million in November, plus up to an
additional approximate $28 million under an earn out over 18
months. These strategic moves strengthened the Advanced
Materials core specialty product offering and improved its
geographic balance at an overall attractive net price.

Finally, we sold approximately 42.4 million ordinary shares of
Venator Materials PLC for approximately $100 million which
included an option for the buyer to acquire our remaining
approximate 9.7 million ordinary shares. This sale allowed us

to also capture an immediate $150
million tax savings by utilizing
the capital loss from this sale
against the gain on the sale of
the Chemical Intermediates
and Surfactants businesses.
This just about completes
the separation of Venator
Materials which was started
with an initial public offering
in 2017. In total, we have
generated about $2 billion in total
gross proceeds from the related
Venator transactions including the
$150 million cash tax loss benefit.

On top of acquisitions and divestitures in 2020 we continued
to fund organic strategic investments such as the opening of
a new TEROL polyol facility in Taiwan and funding the ongoing
construction of our new MDI splitter at our Geismar Louisiana
facility, expected to be operational in 2022, which will help to
further grow our downstream Polyurethane businesses in
North America.

Our aim was to exit 2020, despite all its macro challenges, as
a stronger and better company. Through the efforts of all our
associates, we have done so. Our portfolio of businesses has
never been more uniquely downstream and differentiated, and
more focused on viable sustainable solutions for the emerging
long-term needs of society.

Furthermore, our high-priority focus is unchanged on the
safety and well being of our associates and all stakeholders.
Our commitment to safety and the environment is simply
unquestionable. I believe this commitment is reflected in
awards such as being recognized in the Houston Chronicle’s
“Top Workplaces” again in 2020. Also, in 2020 we received six
Responsible Care Facility Safety Awards from the American
Chemistry Council, which was in recognition of the company’s
significant achievements in employee health and safety
performance during 2019.

The Huntsman Corporation and its employees have a lot to
be proud of for what we accomplished in 2020, even in a very
challenging economic environment. Our employees quickly
adapted to a work from home environment and our Company
never missed a beat in running the day-to-day operations.
Notably, as this report is going to press, our associates just
concluded a fundraiser to assist local food banks affected by
the recent freeze in the state of Texas. In less than 24 hours
our associates raised over $600,000 and distributed the funds
within a day of completing this initiative. I can not think of a
better example as to the quality and wonderful culture of our
associates. This is what makes us a great company…
our people.

Thank you for your confidence in Huntsman. I look forward to
updating you again in next year’s letter.

Peter R. Huntsman
Chairman, President and CEO

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OVERVIEW OF BUSINESS DIVISIONS

2020
REVENUE
4 Business Divisions

$6 billion

59%

17%

14%

10%

POLYURETHANES
Polyurethanes is a leading global
producer of MDI-based polyure-
thanes focused on formulating
innovative, differentiated products
for key downstream markets
including energy-saving insulation,
light-weighting and performance
materials for automotive, comfort
foam for bedding and furniture,
protective coatings, adhesives, and
elastomers for footwear.

PERFORMANCE
PRODUCTS
Performance Products
manufactures a wide variety of
chemical products that provide
important properties in everyday
items people want and need. The
primary product categories of
amines and maleic anhydride are
used in coating & adhesives, fuels
& lubricants, urethane catalysts,
composites, gas treating, and
epoxy curing.

ADVANCED
MATERIALS
Advanced Materials provides
specialty epoxy, acrylic and
polyurethane-based polymer resin
systems and adhesive products,
which are replacing traditional
materials in aircraft, automobiles
and electrical power transmission.
These products are also used
in coatings, construction
materials, circuit boards and
sports equipment.

TEXTILE EFFECTS
Textile Effects is a major global
solutions provider of textile dyes
and textile chemicals to the textile
industry that enhance color and
improve fabric performance such
as wrinkle resistance, faster drying
properties and the ability to repel
water and stains in apparel, home
and technical textiles.

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SUSTAINABILITY AT HUNTSMAN

BRIGHTENING THE HORIZON:
INNOVATIVE SOLUTIONS FOR
A LOW-CARBON ECONOMY
Huntsman believes moving to a low-carbon

economy will make both society and the

environment more sustainable. We are

developing innovative solutions that improve

efficiency and reduce emissions, from

high-performance building insulation, to

high-purity battery solvents that enable

electric vehicles, to light-weight

automotive and aerospace

components, to advanced

energy-saving dyes. The

pathway to a cleaner

environment and more

efficient economy runs

through Huntsman.

95%

The chemical industry touches
more than 95% of all
manufactured goods

Huntsman Polyurethanes transforms plastic waste into useable MDI-based polyurethane insulation
products that reduce heating and cooling costs of homes and commercial buildings and prolong the shelf
life of perishable foods. We recycle the equivalent of over 1 billion 500 ml plastic bottles into TEROL® polyols
every year with a recycled content of up to 60%. By using waste to manufacture insulation products that
improve a building’s energy efficiency, we are reducing fossil fuel consumption and carbon dioxide emissions.

Huntsman Performance Products produces carbonate solvents that make electric batteries
more efficient and cost competitive. As the only U.S. producer of ethylene and propylene carbonates
used in Lithium-ion (Li-ion) batteries, Huntsman is well-positioned to grow with the electric vehicle
industry, a key driver in phasing out internal combustion engines over the next 10 to 15 years and
reducing carbon dioxide emissions.

Huntsman Advanced Materials creates products to insulate motors and build composite battery
boxes that make electric vehicles lighter and safer. We also produce carbon nanomaterials for longer-lasting
and better-performing Li-ion batteries. Our investment in research and development includes scaling a
process that converts methane into clean-burning hydrogen fuel and valuable structural carbon materials
for construction, transportation, and other applications.

Huntsman Textile Effects combines our innovative TERASIL® W/WW disperse dyes for polyester with
our award-winning AVITERA® SE reactive dyes for cotton in a new SE Fast Process for polyester-cellulosic
blends to provide the shortest possible processing time and the lowest environmental impact, along with
robust dyeing behavior for all shade depths. The process reduces the time required to dye polyester-cellulosic
blends from nine to six hours while lowering water consumption, energy demand, and carbon dioxide
emissions by up to 50%.

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FINANCIAL HIGHLIGHTS—2020 AT A GLANCE

$ in millions, except per share amounts

Revenues

Gross profit

Interest expense, net

Net income
Adjusted net income(1)
Diluted adjusted net income per share(1)
Adjusted EBITDA(1)
Adjusted free cash flow(1)

Capital expenditures

$ in millions

Total assets
Net debt(2)

Year Ended December 31,

2020

$ 6,018

$ 1,100

$ 1,066

$ 218

$ 0.98

$ 647

$ 285

$ 249

2019

2018

$ 6,797

$ 7,604

$ 1,382

$ 1,764

$ 111

$ 598

$ 353

115

650

642

$ 1.53

$ 2.66

$ 846

$ 1,161

$ 382

$ 274

453

251

December 31,

2020

$ 8,713

$ 528

2019

2018

$ 8,320

$ 7,953

$ 1,864

$ 1,980

59%
Polyurethanes

17%
Performance
Products

14%
Advanced
Materials

10%
Textile Effects

REVENUES
BY DIVISION(3)

59%
Polyurethanes

20%
Performance
Products

16%
Advanced
Materials

5%
Textile Effects

ADJUSTED
EBITDA
BY DIVISION(3)

(1) Reconciliation of non-GAAP financial measures to the most directly comparable GAAP financial measures are provided through the “Non-GAAP Reconciliation”

link available in the “Financials” section on our website at www.huntsman.com/investors.

(2) Net debt calculated as total debt excluding affiliates less cash of $1,593 million, $525 million and $340 million in 2020, 2019 and 2018, respectively.
(3) Division allocation before Corporate and other unallocated items.

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FINANCIAL REVIEW AND FORM 10-K

Definitions

Management’s Discussion and Analysis of
Financial Condition and Results of Operations

Quantitative and Qualitative Disclosures about Market Risk

Controls and Procedures

Reports of Independent Registered Public Accounting Firm

Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statements of Comprehensive Income

Consolidated Statements of Equity

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

Market for Registrant’s Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities

Directors & Officers

Corporate Information

IBC

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Each capitalized term used without definition in this report has the meaning specified in the Annual Report on Form 10-K for

the year ended December 31, 2020, which was filed with the Securities and Exchange Commission on February 12, 2021.

DEFINITIONS

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RECENT DEVELOPMENTS

COVID-19 Update

The outbreak of the coronavirus disease (“COVID-19”) has spread from China to many other countries, including the United

States (“U.S.”). In March 2020, the World Health Organization characterized COVID-19 as a pandemic. As of December 31, 2020,
there have not been any significant interruptions in our ability to provide our products and support to our customers. However, the
COVID-19 pandemic has significantly impacted economic conditions throughout the U.S. and the world, including the markets in
which we operate. Demand for our products declined at a rapid pace in the second quarter 2020, which led to a meaningful adverse
impact on our revenues and financial results. Although we have experienced improved conditions in most of our core markets in the
second half of 2020, there continues to be many uncertainties regarding the impact of the COVID-19 pandemic, including the scope of
scientific and health issues, the anticipated duration of the pandemic and the extent of local, regional and worldwide economic, social
and political disruption. Given such uncertainties, it is difficult to estimate the magnitude COVID-19 may impact our future business,
but we expect any adverse impact to continue for some time.

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

including:

●

suspended merit and general wage increases that customarily would have occurred at the end of the first quarter of
2020;

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

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

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

implemented a restructuring program in our Performance Products segment, primarily related to workforce
reductions, in response to the sale of our chemical intermediates businesses, which included PO/MTBE, and our
surfactants businesses (collectively, “Chemical Intermediates Businesses”) to Indorama Venture Holdings L.P.
(“Indorama”);

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

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

For more information regarding our 2020 restructuring activities, see “Note 13. Restructuring, Impairment and Plant Closing

Costs (Credits)” to our consolidated financial statements.

Redemption of the 2021 Senior Notes

On January 15, 2021, we redeemed in full €445 million (approximately $541 million) in aggregate principal amount of our
5.125% senior notes due 2021 (“2021 Senior Notes”) at the redemption price equal to 100% of the principal amount of the notes, plus
accrued and unpaid interest to, but not including, the redemption date. In connection with this redemption, we expect to incur an
incremental cash tax liability of approximately $15 million in the first quarter of 2021 related to foreign currency exchange gains.

Acquisition of Gabriel Performance Products

On January 15, 2021, we completed the acquisition of Gabriel Performance Products (“Gabriel”), a North American specialty
chemical manufacturer of specialty additives and epoxy curing agents for the coatings, adhesives, sealants and composite end-markets,
from funds affiliated with Audax Private Equity in an all-cash transaction of approximately $250 million, subject to customary closing
adjustments, funded from available liquidity. The acquired business will be integrated into our Advanced Materials segment.

Sale of Assets at our Basel, Switzerland Site

In November 2020, we entered into a sale and leaseback agreement to sell certain properties in Basel, Switzerland for

approximately CHF 67 million (approximately $73 million) and to lease those properties back for five years. This
transaction resulted in a pretax gain of approximately CHF 30 million (approximately $33 million).

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 consumer adhesives (“DIY”) business,

previously part of our Advanced Materials segment, to Pidilite Industries Ltd. and received cash of approximately $257 million. Under
the terms of the agreement, we may receive up to approximately $28 million of additional cash under an earnout within 18 months if
the business achieves certain sales revenue targets in line with the DIY business' 2019 performance. In connection with this sale, we
recognized a pretax gain of $247 million in the fourth quarter of 2020, which was recorded in gain on sale of India-based DIY
business in our consolidated statements of operations.

Sale of Venator Interest

On December 23, 2020, we completed the sale of approximately 42.4 million ordinary shares of Venator Materials PLC

(“Venator”) to funds advised by SK Capital Partners, LP. We received approximately $99 million in cash, which included $8 million
for a 30-month option described below. In addition to the cash proceeds received from the sale, we achieved immediate cash tax
savings of approximately $150 million by offsetting the capital loss on the sale of Venator shares against the capital gain realized on
the sale of our Chemical Intermediates Businesses. See “Note 4. Discontinued Operations and Business Dispositions—Separation and
Deconsolidation of Venator” to our consolidated financial statements.

Concurrently with the sale of Venator ordinary shares, we entered into an option agreement, pursuant to which we granted an

option to funds advised by SK Capital Partners, LP to purchase the remaining approximate 9.7 million ordinary shares we hold in
Venator at $2.15 per share. The option will expire on June 23, 2023 and will not be exercisable so long as such exercise would result in
a default or an "Event of Default" under Venator’s Term Loan Credit Agreement and Revolving Credit Agreement.

In connection with the 2017 initial public offering of Venator, we recorded a receivable of approximately $34 million related

to certain income tax benefits that was reduced upon completion of the sale of Venator shares to SK Capital Partners, LP due to a
change of control limitation on specific Venator tax attributes. Accordingly, we wrote off approximately $31 million of this receivable
upon completion of the sale of the Venator ordinary shares in December 2020.

Other Significant Developments During 2020

Other significant developments that occurred during 2020 were as follows:

●

In May 2020, we completed the acquisition of CVC Thermoset Specialties, a North American specialty chemical
manufacturer serving the industrial composites, adhesives and coatings markets (“CVC Thermoset Specialties
Acquisition”.) CVC Thermoset Specialties operates two manufacturing facilities located in Akron, Ohio and Maple
Shade, New Jersey. The acquired business was integrated into our Advanced Materials segment. For more
information, see “Note 3. Business Combinations and Acquisitions—Acquisition of CVC Thermoset Specialties”
to our consolidated financial statements.

In February 2020, we completed our acquisition of Icynene-Lapolla, a leading North American manufacturer and
distributor of spray polyurethane foam insulation systems for residential and commercial applications (“Icynene-
Lapolla Acquisition”.) The acquired business was integrated into our Polyurethanes segment. For more information,
see “Note 3. Business Combinations and Acquisitions—Acquisition of Icynene-Lapolla” to our consolidated
financial statements.

In January 2020, we completed the sale of our Chemical Intermediates Businesses to Indorama in a transaction
valued at approximately $2 billion, comprised of a cash purchase price of approximately $1.92 billion and the
transfer of approximately $72 million in net underfunded pension and other post-employment benefit liabilities. For
more information, see “Note 4. Discontinued Operations and Business Dispositions—Sale of Chemical
Intermediates Businesses” to our consolidated financial statements.

RESULTS OF OPERATIONS

The following tables set forth our consolidated results of operations for the years ended December 31, 2020, 2019 and 2018

(dollars in millions, except per share amounts).

December 31,
2019

2018

2020

Revenues ............................................................................................. $ 6,018 $ 6,797 $ 7,604
Cost of goods sold ............................................................................... 4,918 5,415 5,840
Gross profit ......................................................................................... 1,100 1,382 1,764
942
Operating expenses ..............................................................................
(7)
Restructuring, impairment and plant closing costs (credits) .................
2
Merger costs .........................................................................................
Operating income ...............................................................................
827
(115)
Interest expense, net .............................................................................
55
Equity in income of investment in unconsolidated affiliates ................
Fair value adjustments to Venator investment and related loss on

954
(41)
—
469
(111)
54

618
49
—
433
(86)
42

Percent Change
2020 vs 2019 2019 vs 2018
(11)%
(9)%
(20)%
(35)%
NM
—
(8)%
(23)%
(22)%

(11)%
(7)%
(22)%
1%
486%
(100)%
(43)%
(3)%
(2)%

389%
(100)%
80%
(14)%
NM
(32)%
359%
78%

(11)%
(23)%
—
NM
591%
5%
(100)%

(71)%
667%
(38)%
(47)%
NM
(38)%
NM

(8)%

(88)%
(3)%
(100)%
NM
(59)%
6%
(31)%

(88)
disposal ............................................................................................
—
Loss on early extinguishment of debt ...................................................
36
Other income, net .................................................................................
337
Income from continuing operations before income taxes .....................
(46)
Income tax (expense) benefit ...............................................................
291
Income from continuing operations ..................................................
Income (loss) from discontinued operations, net of tax........................
775
Net income .......................................................................................... 1,066
Reconciliation of net income to adjusted EBITDA:
Net income attributable to noncontrolling interests ..............................
Interest expense, net from continuing operations .................................
Interest expense, net from discontinued operations ..............................
Income tax expense (benefit) from continuing operations ...................
Income tax expense from discontinued operations ...............................
Depreciation and amortization of continuing operations ......................
Depreciation and amortization of discontinued operations ..................
Other adjustments:

(32)
86
—
46
242
283
—

Business acquisition and integration expenses and purchase

31
accounting inventory adjustments ................................................
Merger costs .....................................................................................
—
EBITDA from discontinued operations(2)......................................... (1,017)
Noncontrolling interest of discontinued operations ..........................
—
Fair value adjustments to Venator investment and related loss on

disposal ........................................................................................
Loss on early extinguishment of debt ...............................................
Certain legal and other settlements and related expenses .................
(Gain) loss on sale of businesses/assets ............................................
Income from transition services arrangements .................................
Certain nonrecurring information technology project

implementation costs ....................................................................
Amortization of pension and postretirement actuarial losses ...........
Plant incident remediation costs .......................................................
Restructuring, impairment and plant closing and transition costs

88
—
5
(280)
(7)

6
76
2

(18)
(23)
20
391
38
429
169
598

(36)
111
—
(38)
35
270
61

(62)
(3)
32
734
(45)
689
(39)
650

(313)
115
36
45
86
255
88

5
—
(265)
—

9
2
(171)
232

18
23
6
21
—

4
66
8

62
3
1
—
—

—
67
—

(credits)(3) .....................................................................................
Adjusted EBITDA(1) ............................................................................ $

52
647 $

(41)
(6)
846 $ 1,161

(24)%

(27)%

Net cash provided by operating activities from continuing operations. $
Net cash provided by (used in) investing activities from continuing

277 $

656 $

704

(58)%

operations ......................................................................................... 1,462
(655)
(249)

Net cash used in financing activities ....................................................
Capital expenditures from continuing operations .................................

(201)
(450)
(274)

(615)
(424)
(251)

46%
(9)%

(7)%

(67)%
6%
9%

Year ended
December 31, 2020
Tax

Year ended
December 31, 2019
Tax

Year ended
December 31, 2018
Tax

Gross and other(4) Net

Reconciliation of net income to adjusted net income
Net income .....................................................................................
Net income attributable to noncontrolling interests ..........................
Business acquisition and integration expenses and purchase

accounting inventory adjustments ............................................... $

31 $
Merger costs .................................................................................... —
Income from discontinued operations(2)(6) ........................................ (1,017 )
Noncontrolling interest of discontinued operations .......................... —
Fair value adjustments to Venator investment and related loss on

disposal .......................................................................................

88
Loss on early extinguishment of debt .............................................. —
5
Certain legal and other settlements and related expenses .................
(280 )
(Gain) loss on sale of businesses/assets ...........................................
(7 )
Income from transition services arrangements .................................
Certain nonrecurring information technology project

6
implementation costs ..................................................................
Amortization of pension and postretirement actuarial losses ...........
76
Significant activities related to deferred tax assets and liabilities(5) .. —
U.S. Tax Reform Act impact on income tax expense ....................... —
2
Plant incident remediation costs ......................................................
Restructuring, impairment and plant closing and transition costs

(credits)(3) ....................................................................................
Adjusted net income(1) .....................................................................

$ 1,066
(32 )

$ 598
(36 )

25 $

(6 )
5 $
— — —
(775 ) (265 )
— — —

242

(9 )
79
— —
4
(1 )
31
(249 )
2

18
23
6
21
(5 ) —

9 $
—
5 $
2
— —
96
(169 ) (171 )
— — 232

18
18
5

62
—
3
(5 )
1
(1 )
(5 )
16 —
— — —

4
5
(1 )
(17 )
66
59
— — —
— — —
8
—

(1 )
(16 )
(128 )
(1 )
(2 )

3 —
67
(128 ) —
(1 ) —
6 —

$ 650
(313 )

(3 )
—
210

6
2
39
— 232

62
—
(1 )
2
(1 ) —
— —
— —

— —
54
(13 )
(119 ) (119 )
32
32
— —

(13 )
$

39
218

(41 )

9
(32 )
$ 353

(6 )

1
(5 )
$ 642

Weighted average shares-basic ........................................................
Weighted average shares-diluted .....................................................

220.6
221.9

228.9
230.6

238.1
241.6

Basic net income (loss) attributable to Huntsman Corporation

per share:

Income from continuing operations .................................................
Income (loss) from discontinued operations ....................................
Net income .....................................................................................

Diluted net income (loss) attributable to Huntsman

Corporation per share:

Other non-GAAP measures:
Diluted adjusted net income per share(1) ..........................................

Net cash provided by operating activities from continuing

operations ...................................................................................
Capital expenditures from continuing operations .............................
Free cash flow from continuing operations(1) ...............................

Other cash flow measure:
Taxes paid on sale of businesses(7) ...................................................

NM—Not meaningful

$ 1.18
3.51
$ 4.69

$ 1.17
3.49
$ 4.66

$ 1.72
0.74
$ 2.46

$ 1.70
0.74
$ 2.44

$ 2.55
(1.13 )
$ 1.42

$ 2.52
(1.13 )
$ 1.39

$ 0.98

$ 1.53

$ 2.66

277
(249 )
28

$ 656
(274 )
$ 382

$ 704
(251 )
$ 453

257

$ —

(1)

(2)

(3)

(4)

See “—Non-GAAP Financial Measures.”

Includes the gain on the sale of our Chemical Intermediates Businesses in 2020.

Includes costs associated with transition activities relating to the acquisition of CVC Thermoset Specialties in 2020 and transition activities in 2018 relating to the transition of our
Textile Effects segment’s production from Basel, Switzerland to a tolling facility. These transition costs were included in either selling, general and administrative expenses or cost of
sales on our consolidated statements of operations.

The income tax impacts, if any, of each adjusting item represent a ratable allocation of the total difference between the unadjusted tax expense and the total adjusted tax expense,
computed without consideration of any adjusting items using a with and without approach.

(5) During the year ended December 31, 2019, we recorded $153 million of tax benefit relating to the outside basis difference in our investment in Venator, we recorded $18 million of ta x

benefit relating to realized tax losses on our remaining interest in Venator, we established $11 million of significant income tax valuation allowance in Australia and we recorded $32
million of deferred tax expense due to the reduction of tax rates in Switzerland. During the year ended December 31, 2018, we released $119 million of significant income tax
valuation allowances in Switzerland, the U.K. and Luxembourg. We eliminated the effect of these significant changes in tax valuation allowances and deferred tax assets and liabilities
from our presentation of adjusted net income to allow investors to better compare our ongoing financial performance from period to period.

(6)

(7)

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

Represents the taxes paid in connection with the sale of the Chemical Intermediates Businesses and the sale of the India-based DIY business. For more information, see “Note 4.
Discontinued Operations and Business Disposition” to our consolidated financial statements.

Non-GAAP Financial Measures

Our consolidated financial statements are prepared in accordance with generally accepted accounting principles in the U.S.

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

Adjusted EBITDA

Our management uses adjusted EBITDA to assess financial performance. Adjusted EBITDA is defined as net income of

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

We believe adjusted EBITDA is useful to investors in assessing the businesses’ ongoing financial performance and provides

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

Nevertheless, our management recognizes that there are material limitations associated with the use of adjusted EBITDA in the

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

Adjusted Net Income

Adjusted net income is computed by eliminating the after tax amounts related to the following from net income attributable to

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

We believe adjusted net income is useful to investors in assessing the businesses’ ongoing financial performance and provides

Free Cash Flow

We believe free cash flow is an important indicator of our liquidity as it measures the amount of cash we generate.

Management internally uses a free cash flow measure: (a) to evaluate our liquidity, (b) evaluate strategic investments, (c) plan stock
buyback and dividend levels and (d) evaluate our ability to incur and service debt. We have historically defined free cash flow as cash
flows provided by operating activities and used in investing activities, excluding acquisition/disposition activities and including non-
recurring separation costs. Starting with the quarter ended March 31, 2020, we updated our definition of free cash flow to a
presentation more consistent with today’s market standard of net cash provided by operating activities less capital expenditures. Free
cash flow is not a defined term under U.S. GAAP, and it should not be inferred that the entire free cash flow amount is available for
discretionary expenditures.

Adjusted Effective Tax Rate

We believe that the effective tax rate of Huntsman Corporation is the performance measure calculated and presented in

accordance with U.S. GAAP that is most directly comparable to adjusted effective tax rate. We believe our adjusted effective tax rate
provides improved comparability between periods through the exclusion of certain items that management believes are not indicative of
the businesses’ operational profitability and that may obscure underlying business results and trends. We do not provide reconciliations
for adjusted effective tax rate on a forward-looking basis because we are unable to provide a meaningful or accurate calculation or
estimation of reconciling items and the information is not available without unreasonable effort. This is due to the inherent difficulty of
forecasting the timing and amounts of certain items, such as business acquisition and integration expenses and purchase accounting
inventory adjustments, merger costs, certain legal and other settlements and related expenses, gains on sale of businesses/assets and
amortization of pension and postretirement actuarial losses. Each of such adjustments have not yet occurred, is out of our control and/or
cannot be reasonably predicted. For the same reasons, we are unable to address the probable significance of the unavailable information.

Year Ended December 31, 2020 Compared with Year Ended December 31, 2019

As discussed in “Note 4. Discontinued Operations and Business Dispositions—Sale of Chemical Intermediates Businesses” and
“Note 4. Discontinued Operations and Business Dispositions—Separation and Deconsolidation of Venator” to our consolidated financial
statements, the results from continuing operations presented exclude primarily the results of our Chemical Intermediates Businesses for
all periods presented and the results of Venator for 2018. The decrease of $134 million in net income attributable to Huntsman
Corporation from continuing operations was the result of the following items:

● Revenues for the year ended December 31, 2020 decreased by $779, or 11%, as compared with the 2019 period. The
decrease was primarily due to lower sales volumes in all our segments and lower average selling prices in all our
segments, except for our Advanced Materials segment. See “—Segment Analysis” below.

● Gross profit for the year ended December 31, 2020 decreased by $282 million, or 20%, as compared with the 2019 period.

The decrease resulted from lower gross profits in all our segments. See “—Segment Analysis” below.

● Our operating expenses for the year ended December 31, 2020 decreased by $336 million, or 35% , as compared with the
2019 period, primarily related to lower selling, general and administrative costs resulting from cost suppression measures
and actions taken to address the economic impacts of COVID-19 as well as gains related to the sale of the India-based
DIY business and the sale of assets at our Basel, Switzerland site, partially offset by an increase in selling, general and
administrative costs incurred in our newly acquired businesses of Icynene-Lapolla and CVC Thermoset Specialties.

● Restructuring, impairment and plant closing costs (credits) for the year ended December 31, 2020 was a cost of

$49 million compared to a credit of $41 million in the 2019 period. For more information on restructuring activities, see
“Note 13. Restructuring, Impairment and Plant Closing Costs (Credits)” to our consolidated financial statements.

● Our interest expense, net for the year ended December 31, 2020 decreased by $25 million, or 23% , as compared with the
2019 period, primarily related to repayments of outstanding borrowings on our $1.2 billion senior revolving credit facility
(“Revolving Credit Facility”) and other prepayable debt.

● Equity in income of investment in unconsolidated affiliates for the year ended December 31, 2020 decreased to

$42 million from $54 million in the 2019 period. The decrease was primarily attributable to a decrease in income at our
PO/MTBE joint venture with Sinopec, of which we hold a 49% interest.

● We recorded a loss of $88 million in fair value adjustments to our investment in Venator and related loss on disposal for

the year ended December 31, 2020 compared to a loss of $18 million in the 2019 period. For more information, see “Note
4. Discontinued Operations and Business Dispositions—Separation and Deconsolidation of Venator” to our consolidated
financial statements.

● Loss on early extinguishment of debt for the year ended December 31, 2020 was nil compared to $23 million in the 2019
period due to the early repayment in full of our 4.875% senior notes due 2020 (“2020 Senior Notes”) in the first quarter of
2019. See “Note. 15. Debt—Notes” to our consolidated financial statements.

● Our income tax expense for the year ended December 31, 2020 increased to $46 million from an income tax benefit of
$38 million in the 2019 period. The increase in income tax expense was primarily due to fewer discrete benefit items in
2020 than in 2019. In 2020, discrete items include tax benefits related to the sale of the India-based DIY business,
partially offset by foreign withholding tax on repatriated earnings. In 2019, discrete items include tax benefits related to
built-in capital losses and realized tax losses both on our remaining interest in Venator, partially offset by tax expense
related to the establishment of valuation allowances in Australia and the change in tax rate in Switzerland. Our income tax
expense is significantly affected by the mix of income and losses in the tax jurisdictions in which we operate, as impacted
by the presence of valuation allowances in certain tax jurisdictions. For further information concerning income taxes, see
“Note 20. Income Taxes” to our consolidated financial statements.

Segment Analysis

Year Ended December 31, 2020 Compared with Year Ended December 31, 2019

Year ended December 31,

(Dollars in millions)
Revenues
Polyurethanes ....................................................................................................... $
Performance Products ...........................................................................................
Advanced Materials ..............................................................................................
Textile Effects ......................................................................................................
Corporate and eliminations ...................................................................................
Total ..................................................................................................................... $

Segment adjusted EBITDA(1)
Polyurethanes ....................................................................................................... $
Performance Products ...........................................................................................
Advanced Materials ..............................................................................................
Textile Effects ......................................................................................................
Corporate and other ..............................................................................................
Total ..................................................................................................................... $

2020

2019

3,584 $
1,023
839
597
(25 )
6,018 $

472 $
164
130
42
(161 )
647 $

3,911
1,158
1,044
763
(79 )
6,797

548
168
201
84
(155 )
846

Percent
Change
Favorable
(Unfavorable)

(8 )%
(12 )%
(20 )%
(22 )%
NM
(11 )%

(14 )%
(2 )%
(35 )%
(50 )%
(4 )%
(24 )%

NM—Not meaningful
(1) For more information, including reconciliation of segment adjusted EBITDA to net income of Huntsman Corporation, see “Note 27.

Operating Segment Information” to our consolidated financial statements.

Year ended December 31, 2020 vs 2019

Average Selling Prices(1)
Foreign
Currency
Translation
Impact

Currency

Local

Mix &

Sales

Other

Volumes(2)

Period-Over-Period (Decrease) Increase
Polyurethanes ........................................................................
Performance Products ...........................................................
Advanced Materials ..............................................................
Textile Effects .......................................................................

(3)%
(4)%
2%
(3)%

—
—
(1)%
(1)%

—
3%
(2)%
(2)%

(5)%
(11)%
(19)%
(16)%

Fourth Quarter 2020 vs Third Quarter 2020

Average Selling Prices(1)
Foreign
Currency
Translation
Impact

Local

Currency

Mix &

Sales

Other

Volumes(2)

10 %
2 %
1 %
1 %

2%
1%
1%
1%

1%
(8)%
1%
—

(3)%
16%
1%
20%

(1) Excludes revenues from tolling arrangements, byproducts and raw materials.
(2) Excludes sales volumes of byproducts and raw materials.

Polyurethanes

The decrease in revenues in our Polyurethanes segment for 2020 compared to 2019 was due to lower MDI average selling

prices and lower overall polyurethanes sales volumes. MDI average selling prices decreased across most major markets in relation to the
global economic slowdown resulting from the COVID-19 pandemic. Overall polyurethanes sales volumes decreased primarily in relation
to the global economic slowdown and the resulting decrease in demand across most major markets, partially offset by additional sales
volumes in connection with the Icynene-Lapolla Acquisition. The decrease in segment adjusted EBITDA was primarily due to lower
component and polymeric systems margins largely driven by lower MDI pricing and lower polyurethanes sales volumes, partially offset
by lower raw material costs and lower fixed costs.

Performance Products

The decrease in revenues in our Performance Products segment for 2020 compared to 2019 was due to lower sales volumes and
lower average selling prices. Sales volumes decreased primarily in relation to the global economic slowdown resulting from the COVID-
19 pandemic. Average selling prices decreased primarily related to lower raw material costs. The decrease in segment adjusted EBITDA
was primarily due to lower sales volumes, mostly offset by lower fixed costs.

Advanced Materials

The decrease in revenues in our Advanced Materials segment for 2020 compared to 2019 was due to lower sales volumes,
slightly offset by higher average selling prices. Sales volumes decreased significantly across all markets, except in our global power
market, primarily in relation to the global economic slowdown resulting from the COVID-19 pandemic, partially offset by additional
sales volumes related to the CVC Thermoset Specialties Acquisition. Average selling prices increased in response to cost increases,
partially offset by the impact of a stronger U.S. dollar against major international currencies. The decrease in segment adjusted EBITDA
was primarily due to lower sales volumes, partially offset by lower fixed costs.

Textile Effects

The decrease in revenues in our Textile Effects segment for 2020 compared to 2019 was due to lower average selling prices

and lower sales volumes. Average selling prices decreased as a result of product mix change, competitive market pressures and the
impact of a stronger U.S. dollar against major international currencies. Sales volumes decreased primarily due to significantly weaker
demand in relation to the global economic slowdown resulting from the COVID-19 pandemic. The decrease in segment adjusted
EBITDA was primarily due to lower sales revenues and lower capitalization of indirect costs because of reduced production, partially
offset by lower raw material costs and lower fixed costs.

Corporate and other

Corporate and other includes unallocated corporate overhead, unallocated foreign currency exchange gains and losses, LIFO
inventory valuation reserve adjustments, loss on early extinguishment of debt, unallocated restructuring, impairment and plant closing
costs, nonoperating income and expense and gains and losses on the disposition of corporate assets. For 2020, adjusted EBITDA from
Corporate and other decreased by $6 million to a loss of $161 million from a loss of $155 million for 2019. The decrease in adjusted
EBITDA from Corporate and other resulted primarily from a charge from a LIFO inventory reserve adjustment, partially offset by an
increase in unallocated foreign currency exchange gains.

Year Ended December 31, 2019 Compared with Year Ended December 31, 2018

For a comparison of our results of operations for the fiscal years ended December 31, 2019 and 2018, see “Part II. Item
7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the
fiscal year ended December 31, 2019 filed with the SEC on February 13, 2020.

LIQUIDITY AND CAPITAL RESOURCES

Cash Flows For Year Ended December 31, 2020 Compared with Year Ended December 31, 2019

Net cash provided by operating activities from continuing operations for 2020 and 2019 was $277 million and $656 million,

respectively. The decrease in net cash provided by operating activities from continuing operations during 2020 compared with 2019 was
primarily attributable to decreased operating income as described in “—Results of Operations” above, including $257 million of cash
paid for taxes in connection with the sale of the Chemical Intermediates Businesses and the sale of the India-based DIY business,
partially offset by a $338 million unfavorable variance in operating assets and liabilities for 2020 as compared with 2019.

Net cash provided by (used in) investing activities from continuing operations for 2020 and 2019 was $1,462 million and
$(201) million, respectively. During 2020 and 2019, we paid $249 million and $274 million, respectively, for capital expenditures,
including $54 million and $13 million during 2020 and 2019, respectively, on a new MDI splitter in Geismar, Louisiana. In January
2020, we received approximately $1.92 billion for the sale of our Chemical Intermediates Businesses. Additionally, in November 2020,
we received approximately $257 million for the sale of the India-based DIY business. See “Note 4. Discontinued Operations and
Business Dispositions—Sale of Chemical Intermediates Businesses” and “Note 4. Discontinued Operations and Business Dispositions—
Sale of India-Based Do-It-Yourself Consumer Adhesives Business” to our consolidated financial statements. In December 2020, we
completed the sale of approximately 42.4 million ordinary shares of Venator and received approximately $99 million. See “Note 4.
Discontinued operations and Business Dispositions—Separation and Deconsolidation of Venator” to our consolidated financial
statements. During 2020, we paid approximately $650 million for the acquisition of businesses, net of cash acquired. See “Note 3.
Business Combinations and Acquisitions” to our consolidated financial statements. During the year ended December 31, 2020, we
entered into a sale and leaseback agreement to sell certain properties in Basel, Switzerland, for which we received approximately
$73 million in proceeds from the sale of assets. During the year ended December 31, 2019, we received approximately $49 million in
proceeds from the sale of assets in connection with the closure of certain Textile Effects facilities and offices in Basel, Switzerland.
During 2019, we received $16 million in proceeds from the settlement of the December 3, 2018 sale of Venator ordinary shares to Bank
of America N.A.

Net cash used in financing activities for 2020 and 2019 was $655 million and $450 million, respectively. The increase in net

cash used in financing activities was primarily due to the increase in repayments on our Revolving Credit Facility during 2020 as
compared with 2019, the repayment in full of our 364-day term loan facility (“2019 Term Loan”) in the third quarter of 2020 and the
proceeds from the issuance of our 4.50% senior notes due 2029 (“2029 Senior Notes”) in the first quarter of 2019, partially offset by a
decrease in repurchases of common stock during 2020 as compared with 2019 and cash paid in the third quarter of 2019 to acquire the
50% noncontrolling interest that we did not own in the Sasol-Huntsman joint venture.

Free cash flow from continuing operations for 2020 and 2019 were proceeds of cash of $28 million and $382 million,

respectively. The reduction in free cash flow was primarily attributable to the decrease in cash provided by operating activities from
continuing operations, partially offset by a decrease in cash used for capital expenditures during 2020 as compared with 2019.

Cash Flows For Year Ended December 31, 2019 Compared with Year Ended December 31, 2018

For a comparison of our cash flows for the fiscal years ended December 31, 2019 and 2018, see “Part II. Item 7. Management’s
Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the fiscal year ended
December 31, 2019 filed with the SEC on February 13, 2020.

Changes in Financial Condition

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

Cash and cash equivalents ..... $
Accounts and notes

receivable, net ...................
Inventories.............................
Other current assets ...............
Current assets held for

sale(2) ................................
Total current assets .........
Accounts payable ..................
Accrued liabilities .................
Current portion of debt ..........
Current operating lease

liabilities ............................

Current liabilities held for

sale(2) ................................
Total current liabilities ......
Working capital ........... $

December 31,
2020

Less

Acquisitions(1) Subtotal

1,593 $

(7) $

1,586 $

December 31,
2019

Increase

Percent
(Decrease) Change
1,061

525 $

202%

910
848
217

—
3,568
876
458
593

—
1,979
1,589 $

(48)
(69)
(1)

—
(125)
(20)
(11)
—

862
779
216

—
3,443
856
447
593

953
914
155

1,208
3,755
822
420
212

(91)
(135)
61

(1,208)
(312)
34
27
381

(10)%
(15)%
39%

(100)%
(8)%
4%
6%
180%

—

24%

—
(31)
(94) $

—
1,948
1,495 $

512
2,008
1,747 $

(512)
(60)
(252)

(100)%
(3)%
(14)%

(1) Represents combined amounts related to the Icynene-Lapolla Acquisition and the CVC Thermoset Specialties Acquisition. For

more information, see “Note 3. Business Combinations and Acquisitions” to our consolidated financial statements.

(2) Represents amounts related to the sale of our Chemical Intermediates Businesses. The assets and liabilities held for sale were

classified as current as of December 31, 2019 because we completed the sale of our Chemical Intermediates Businesses on January
3, 2020. For more information, see “Note 4. Discontinued Operations and Business Dispositions—Sale of Chemical Intermediates
Businesses” to our consolidated financial statements.

Our working capital decreased by $252 million as a result of the net impact of the following significant changes:

● The increase in cash and cash equivalents of $1,061 million resulted from the matters identified on our consolidated

statements of cash flows. See also “—Cash Flows Year Ended December 31, 2020 Compared with Year Ended December
31, 2019.”

● Accounts and notes receivable decreased by $91 million primarily due to improved days sales outstanding and reduction
of overdue accounts receivable year-over-year, despite slightly higher revenues in the fourth quarter of 2020 compared to
the fourth quarter of 2019.

●

Inventories decreased by $135 million primarily due to lower inventory costs and volumes.

● Other current assets increased by $61 million primarily due to an increase in current income tax receivable and in prepaid

insurance.

● Accounts payable increased by $34 million primarily due to an increase in days payable outstanding year-over-year and

higher capital expenditures in the fourth quarter of 2020 compared to the fourth quarter of 2019.

● Current portion of debt increased by $381 million primarily due to the current classification of our 2021 Senior Notes,

offset in part by our repayment of the 2019 Term Loan in full at maturity.

DIRECT AND SUBSIDIARY DEBT

See “Note 15. Debt—Direct and Subsidiary Debt” to our consolidated financial statements.

Debt Issuance Costs

See “Note 15. Debt—Direct and Subsidiary Debt—Debt Issuance Costs” to our consolidated financial statements.

Revolving Credit Facility

See “Note 15. Debt—Direct and Subsidiary Debt—Revolving Credit Facility” to our consolidated financial statements.

Term Loan Credit Facility

See “Note 15. Debt—Direct and Subsidiary Debt—Term Loan Credit Facility” to our consolidated financial statements.

A/R Programs

See “Note 15. Debt—Direct and Subsidiary Debt—A/R Programs” to our consolidated financial statements.

Notes

See “Note 15. Debt—Direct and Subsidiary Debt—Notes” to our consolidated financial statements.

Variable Interest Entity Debt

See “Note 15. Debt—Direct and Subsidiary Debt—Variable Interest Entity Debt” to our consolidated financial statements.

COMPLIANCE WITH COVENANTS

See “Note 15. Debt—Compliance with Covenants” to our consolidated financial statements.

MATURITIES

See “Note 15. Debt—Maturities” to our consolidated financial statements.

SHORT-TERM LIQUIDITY

We depend upon our cash, Revolving Credit Facility, U.S. accounts receivable securitization program (“U.S. A/R Program”)

and European accounts receivable securitization program (“EU A/R Program” and collectively with the U.S. A/R Program, “A/R
Programs”) and other debt instruments to provide liquidity for our operations and working capital needs. As of December 31, 2020, we
had $2,952 million of combined cash and unused borrowing capacity, consisting of $1,593 million in cash, $1,194 million in availability
under our Revolving Credit Facility and $165 million in availability under our A/R Programs. Our liquidity can be significantly impacted
by various factors. The following matters had, or are expected to have, a significant impact on our liquidity:

● Cash proceeds from our accounts receivable and inventory, net of accounts payable, were approximately $277 million for
2020, as reflected in our consolidated statements of cash flows. We expect volatility in our working capital components to
continue.

● During 2021, we expect to spend between approximately $320 million to $330 million on capital expenditures, including
spending of approximately $80 million on a new MDI splitter in Geismar, Louisiana. We expect to fund spending on all
capital expenditures with cash provided by operations, including proceeds received from the sale of the Basel, Switzerland
properties. See “Note 1. General—Recent Developments—Sale of Assets at our Basel, Switzerland Site” to our
consolidated financial statements.

● During 2020, we made contributions to our pension and postretirement benefit plans of $101 million. During 2021, we

expect to contribute an additional amount of approximately $60 million to these plans.

● On February 7, 2018 and on May 3, 2018, our Board of Directors authorized our Company to repurchase up to an

additional $950 million in shares of our common stock in addition to the $50 million remaining under our September 2015
share repurchase authorization. Repurchases may be made through the open market, including through accelerated share
repurchase programs, or in privately negotiated transactions, and repurchases may be commenced or suspended from time
to time without prior notice. Shares of common stock acquired through the repurchase program are held in treasury at cost.
During the first quarter of 2020, we repurchased 5,364,519 shares of our common stock for approximately $96 million,
excluding commissions, under the repurchase program. Subsequent to the end of the first quarter of 2020, we suspended
share repurchases under our existing share repurchase program in order to enhance our liquidity position in response to
COVID-19.

● During 2020, management implemented cost realignment and synergy plans. In connection with these plans, we expect to
achieve annualized cost savings and synergy benefits of more than $120 million by the end of 2023 with associated net
cash restructuring and integration costs of approximately $100 million. See “Note 13. Restructuring, Impairment and Plant
Closing Costs (Credits)” to our consolidated financial statements.

●

In November 2020, we entered into a sale and leaseback agreement to sell certain properties in Basel, Switzerland for
approximately CHF 67 (approximately $73 million) and to lease those properties back for five years.

● On November 3, 2020, we completed the sale of the India-based DIY business, part of the Advanced Materials segment,

to Pidilite Industries Ltd. and received cash of approximately $257 million. Under the terms of the agreement, we may

receive up to approximately $28 million of additional cash under an earnout within 18 months if the business achieves
certain sales revenue targets in line with the DIY business' 2019 performance.

● On December 23, 2020, we completed the sale of approximately 42.4 million ordinary shares of Venator and received
approximately $99 million in cash, which includes $8 million for a 30-month option for the sale of the remaining
approximate 9.7 million ordinary shares we hold in Venator at $2.15 per share. See “Part I. Item 1. Business—Recent
Developments—Sale of Venator Interest.”

● On January 15, 2021, we redeemed in full €445 million (approximately $541 million) in aggregate principal amount of our
2021 Senior Notes at the redemption price equal to 100% of the principal amount of the notes, plus accrued and unpaid
interest to, but not including, the redemption date. Upon the redemption of the 2021 Senior Notes, we expect to incur an
incremental cash tax liability of approximately $15 million in the first quarter of 2021 due to the U.S. tax foreign currency
exchange gains recognized at redemption of the notes.

● On January 15, 2021, we completed the acquisition of Gabriel, a North American specialty chemical manufacturer of

specialty additives and epoxy curing agents for the coatings, adhesives, sealants and composite end-markets, from funds
affiliated with Audax Private Equity in an all-cash transaction of approximately $250 million, subject to customary closing
adjustments, funded from available liquidity. The acquired business will be integrated into our Advanced Materials
segment.

LONG-TERM LIQUIDITY

● We have deferred a portion of capital spending on a new MDI splitter in Geismar, Louisiana leaving approximately

$115 million in 2021 and 2022. We expect to fund spending on all capital expenditures with cash provided by operations.

As of December 31, 2020, we had $593 million classified as current portion of debt, including $545 million on our 2021 Senior

Notes, which we redeemed in full on January 15, 2021, debt at our variable interest entities of $47 million and certain other short-term
facilities and scheduled amortization payments totaling $1 million. We intend to renew, repay or extend the majority of these short-term
facilities in the next twelve months.

As of December 31, 2020, we had approximately $491 million of cash and cash equivalents, including restricted cash, held by
our foreign subsidiaries, including our variable interest entities. With the exception of certain amounts that we expect to repatriate in the
foreseeable future, we intend to use cash held in our foreign subsidiaries to fund our local operations. Nevertheless, we could repatriate
additional cash as dividends and the repatriation of cash as a dividend would generally not be subject to U.S. taxation. However, such
repatriation may potentially be subject to limited foreign withholding taxes.

RESTRUCTURING, IMPAIRMENT AND PLANT CLOSING COSTS

For a discussion of restructuring plans and the costs involved, see “Note 13. Restructuring, Impairment and Plant Closing

Costs” to our consolidated financial statements.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

For a discussion of recently issued accounting pronouncements, see “Note 2. Summary of Significant Accounting Policies" to

our consolidated financial statements.

CRITICAL ACCOUNTING ESTIMATES

This discussion and analysis of financial condition and results of operations is based on our consolidated financial statements,
which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation
of financial statements requires us to make judgments, estimates and assumptions that involve a significant level of estimation and
uncertainty and are reasonably likely to have a material impact on our financial condition and/or results of operations. Summarized below
are our critical accounting estimates.

Income Taxes

Deferred income taxes reflect the net effects of temporary differences between assets and liabilities for financial and tax

reporting purposes. We evaluate deferred tax assets to determine whether it is more likely than not that they will be realized; valuation
allowances are recorded to offset deferred tax assets unlikely to 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. These conclusions require significant judgments. In evaluating the objective evidence that historical results provide,
we consider the cyclicality of businesses and cumulative income or losses. Cumulative historical losses incurred over periods of time
limit our ability to consider more subjective projections of future taxable income. Changes in expected future taxable income and tax
planning strategies in applicable jurisdictions affect our assessment of the realization of deferred tax assets. Our judgments regarding
valuation allowances are also influenced by factors outside of business results that could impact our ability to utilize a deferred tax asset.
As of December 31, 2020, we had total valuation allowances of $206 million, which represents a decrease of $25 million from the prior

year, and we have recognized net deferred tax assets of $76 million. See “Note 20. Income Taxes” to our consolidated financial
statements for more information regarding our deferred tax assets and valuation allowances.

Employee Benefit Programs

We sponsor several contributory and non-contributory defined benefit plans, covering employees primarily in the U.S., the
U.K., The Netherlands, Belgium and Switzerland, but also covering employees in a number of other countries. We fund the material
plans through trust arrangements (or local equivalents) where the assets are held separately from us. We also sponsor unfunded
postretirement plans which provide medical and, in some cases, life insurance benefits covering certain employees in the U.S. and
Canada. Amounts recorded in our consolidated financial statements are recorded based upon actuarial valuations performed by various
independent actuaries. Inherent in these valuations are numerous assumptions regarding expected long-term rates of return on plan assets,
discount rates, compensation increases, mortality rates and health care cost trends. Each of these critical estimates are subject to
uncertainty and are assessed by us using historical data, as well as projections of future conditions. These assumptions and changes
during the period are described in “Note 19. Employee Benefit Plans” to our consolidated financial statements.

We retain third party actuaries to assist us with judgments necessary to make assumptions on which our employee pension and

postretirement benefit plan obligations and expenses are based. The effect of a 1% change in three key assumptions is summarized as
follows (dollars in millions):

Assumptions
Discount rate
—1% increase .................................................................................................................................... $
—1% decrease ...................................................................................................................................
Expected long-term rates of return on plan assets
—1% increase ....................................................................................................................................
—1% decrease ...................................................................................................................................
Rate of compensation increase
—1% increase ....................................................................................................................................
—1% decrease ...................................................................................................................................

Statement of
Operations(1)

Balance Sheet
Impact(2)

(36 ) $
44

(21 )
21

10
(6 )

(545)
622

—
—

54
(61)

(1) Estimated (decrease) increase on 2020 net periodic benefit cost
(2) Estimated (decrease) increase on December 31, 2020 pension and postretirement liabilities and accumulated other comprehensive

loss

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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 accumulated other comprehensive loss.

INTEREST RATE RISKS

See “Note 16. Derivative Instruments and Hedging Activities—Interest Rate Risk” to our consolidated financial statements.

FOREIGN EXCHANGE RATE RISK

See “Note 16. Derivative Instruments and Hedging Activities—Foreign Exchange Rate Risk” to our consolidated financial

statements.

COMMODITY PRICES RISK

See “Note 16. Derivative Instruments and Hedging Activities—Commodity Prices Risk” to our consolidated financial

statements.

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

CONTROLS AND PROCEDURES

Our management, with the participation of our chief executive officer and chief financial officer, has evaluated the

effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of
December 31, 2020. Based on this evaluation, our chief executive officer and chief financial officer have concluded that, as of
December 31, 2020, our disclosure controls and procedures were effective, in that they ensure that information required to be disclosed
by us in the reports that we file or submit under the Exchange Act is (1) recorded, processed, summarized and reported within the time
periods specified in the SEC’s rules and forms, and (2) accumulated and communicated to our management, including our chief
executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

No changes to our internal control over financial reporting occurred during the quarter ended December 31, 2020 that have
materially affected, or are reasonably likely to materially affect, our internal control over financial reporting (as defined in Rules 13a-
15(f) and 15d-15(f) under the Exchange Act).

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal

control framework and processes are designed to provide reasonable assurance to management and our Board of Directors regarding the
reliability of financial reporting and the preparation of our consolidated financial statements in accordance with accounting principles
generally accepted in the United States of America.

Our internal control over financial reporting includes those policies and procedures that:

●

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of our Company;

provide reasonable assurance that transactions are recorded properly to allow for the preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and expenditures of our Company are being
made only in accordance with authorizations of management and Directors of our Company;

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of
our assets that could have a material effect on our consolidated financial statements; and

●

provide reasonable assurance as to the detection of fraud.

Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable assurance

and may not prevent or detect misstatements. Further, because of changing conditions, effectiveness of internal control over financial
reporting may vary over time.

Our management assessed the effectiveness of our internal control over financial reporting and concluded that, as of
December 31, 2020, such internal control is effective. In making this assessment, management used the criteria set forth by the
Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated Framework (2013).

Our independent registered public accounting firm, Deloitte & Touche LLP, with direct access to our Board of Directors

through our Audit Committee, have audited our consolidated financial statements prepared by our Company and have issued attestation
reports on internal control over financial reporting for our Company.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors of Huntsman Corporation

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Huntsman Corporation and subsidiaries (the “Company”) as of
December 31, 2020, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects,
effective internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control —
Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the consolidated financial statements as of and for the year ended December 31, 2020, of the Company and our report
dated February 12, 2021, expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment
of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal
Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial
reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with
respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities
and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material
respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material
weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and
performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable
basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to
the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material
effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of
changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ DELOITTE & TOUCHE LLP

Houston, Texas
February 12, 2021

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors of Huntsman Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Huntsman Corporation and subsidiaries (the “Company”) as of
December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive income (loss), equity, and cash flows, for
each of the three years in the period ended December 31, 2020, and the related notes (collectively referred to as the “financial
statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of
December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December
31, 2020, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB),
the Company’s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control—
Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated
February 12, 2021, expressed an unqualified opinion on the Company’s internal control over financial reporting.

Change in Accounting Principle

As discussed in Note 2 to the financial statements, effective January 1, 2019, the Company adopted the Financial Accounting Standards
Board Accounting Standards Update No. 2016-02, Leases (Topic 842).

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the
Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be
independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of
the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or
fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the
amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits
provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was
communicated or required to be communicated to the Audit Committee and that (1) relates to accounts or disclosures that are material to
the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical
audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the
critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Income Taxes—Realizability of Deferred Tax Assets—Refer to Notes 2 and 20 to the financial statements

Critical Audit Matter Description

The Company recognizes deferred income taxes for tax attributes and for differences between the financial statement and tax carrying
amounts of assets and liabilities at enacted statutory tax rates in effect for the years in which the deferred tax liability or asset are
expected to be settled or realized. A valuation allowance is provided to offset deferred tax assets if, based upon the available evidence, it
is more likely than not that some or all of the deferred tax assets will not be realized. The Company files tax returns in multiple
jurisdictions with complex tax laws and regulations. Valuation allowances are evaluated 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. In evaluating the objective evidence that historical results provide, the Company considers the cyclicality of
businesses and cumulative income or losses during the applicable period. Cumulative losses incurred over the period limits the
Company’s ability to consider other subjective evidence such as taxable income for the future. The Company’s valuation allowances as
of December 31, 2020, were $206 million.

We identified management’s determination that it is not more likely than not that sufficient taxable income will be generated in the future
to realize some of its deferred tax assets as a critical audit matter because of the significant judgments and estimates management makes
related to future taxable income. This required a high degree of auditor judgment and an increased extent of effort, including the need to
involve our income tax specialists, when performing audit procedures to evaluate the reasonableness of management’s estimates of future
taxable income.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to estimated future taxable income and the determination of whether it is more likely than not that the
deferred tax assets will be realized included the following, among others:

• We tested the effectiveness of controls over the valuation allowance for income taxes, including management’s controls over the
estimates of future taxable income and the determination of whether it is more likely than not that the deferred tax assets will be
realized.

• With the assistance of our income tax specialists, we considered (1) the appropriateness of qualifying tax planning strategies,

including that they were prudent, feasible and would more likely than not result in the realization of deferred tax assets and (2) the
following sources of management’s estimated future taxable income:

–

Estimates of future taxable income

Future reversals of existing temporary differences

Taxable income in historical periods (where carryback is permitted under the tax law)

• We tested the reasonableness of management’s estimates of future taxable income by comparing the estimates to:

– Historical taxable income

–

Internal communications to management and the Board of Directors

Forecasted information included in Company press releases as well as in analyst and industry reports for the Company and
certain of its peer companies

• We evaluated whether the taxable income in prior carryback years was of the appropriate character and available under the tax law.

• We evaluated the reasonableness of the methods, assumptions, and judgments used by management to determine whether a

valuation allowance was necessary.

/s/ DELOITTE & TOUCHE LLP

Houston, Texas
February 12, 2021

We have served as the Company’s auditor since 1984.

HUNTSMAN CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In Millions, Except Share Amounts)

December 31, December 31,

2020

2019

ASSETS
Current assets:

Cash and cash equivalents(a) .............................................................................................................. $
Accounts and notes receivable (net of allowance for doubtful accounts of $26 and $19,

respectively), ($198 and $221 pledged as collateral, respectively)(a) .............................................
Accounts receivable from affiliates .....................................................................................................
Inventories(a) ......................................................................................................................................
Other current assets .............................................................................................................................
Current assets held for sale ..................................................................................................................
Total current assets .......................................................................................................................
Property, plant and equipment, net(a) .....................................................................................................
Investment in unconsolidated affiliates ...................................................................................................
Intangible assets, net ...............................................................................................................................
Goodwill .................................................................................................................................................
Deferred income taxes.............................................................................................................................
Notes receivable from affiliate ................................................................................................................
Operating lease right-of-use assets ..........................................................................................................
Other noncurrent assets(a) .......................................................................................................................
Total assets .............................................................................................................................................. $

LIABILITIES AND EQUITY
Current liabilities:

Accounts payable(a) ............................................................................................................................ $
Accounts payable to affiliates .............................................................................................................
Accrued liabilities(a) ...........................................................................................................................
Current portion of debt(a) ...................................................................................................................
Current operating lease liabilities(a) ...................................................................................................
Current liabilities held for sale ............................................................................................................
Total current liabilities .................................................................................................................
Long-term debt(a) ...................................................................................................................................
Deferred income taxes.............................................................................................................................
Noncurrent operating lease liabilities(a) .................................................................................................
Other noncurrent liabilities(a) .................................................................................................................
Total liabilities ...............................................................................................................................

Commitments and contingencies (Notes 21 and 22)
Equity
Huntsman Corporation stockholders’ equity:

Common stock $0.01 par value, 1,200,000,000 shares authorized, 258,520,411 and 257,405,496

shares issued and 220,046,262 and 224,295,868 shares outstanding, respectively..........................
Additional paid-in capital ....................................................................................................................
Treasury stock, 38,477,091 and 33,112,572 shares, respectively ........................................................
Unearned stock-based compensation ..................................................................................................
Retained earnings ................................................................................................................................
Accumulated other comprehensive loss ..............................................................................................
Total Huntsman Corporation stockholders’ equity ...................................................................
Noncontrolling interests in subsidiaries ..................................................................................................
Total equity ....................................................................................................................................
Total liabilities and equity ............................................................................................................ $

1,593 $

525

902
8
848
217
—
3,568
2,505
373
453
533
288
—
445
548
8,713 $

842 $
34
458
593
52
—
1,979
1,528
212
411
910
5,040

3
4,048
(731)
(19)
1,564
(1,346)
3,519
154
3,673
8,713 $

940
13
914
155
1,208
3,755
2,383
535
197
276
292
34
396
452
8,320

765
57
420
212
42
512
2,008
2,177
29
384
898
5,496

3
4,008
(635 )
(17 )
690
(1,362 )
2,687
137
2,824
8,320

(a) At December 31, 2020 and December 31, 2019, respectively, $2 and nil of cash and cash equivalents, $6 and $13 of accounts and
notes receivable (net), $38 and $35 of inventories, $167 and $180 of property, plant and equipment (net), $23 and $20 of other
noncurrent assets, $119 and $100 of accounts payable, $13 and $10 of accrued liabilities, $47 and $36 of current portion of debt,
$5 and $4 of current operating lease liabilities, $3 and $29 of long-term debt, $17 and $11 of noncurrent operating lease and $82 and
$87 of other noncurrent liabilities from consolidated variable interest entities are included in the respective Balance Sheets captions
above. See “Note 8. Variable Interest Entities.”

See accompanying notes to consolidated financial statements.

HUNTSMAN CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In Millions, Except Share and Per Share Amounts)

Year ended December 31,
2019

2020

2018

Revenues:

Trade sales, services and fees, net ................................................................................. $
Related party sales.........................................................................................................
Total revenues .........................................................................................................
Cost of goods sold ............................................................................................................
Gross profit ......................................................................................................................
Operating expenses:

Selling, general and administrative ...............................................................................
Research and development ............................................................................................
Restructuring, impairment and plant closing costs (credits) ..........................................
Merger costs ..................................................................................................................
Gain on sale of India-based DIY business.....................................................................
Other operating (income) expense, net ..........................................................................
Total operating expenses ...........................................................................................
Operating income ............................................................................................................
Interest expense, net ..........................................................................................................
Equity in income of investment in unconsolidated affiliates .............................................
Fair value adjustments to Venator investment and related loss on disposal ......................
Loss on early extinguishment of debt ................................................................................
Other income, net ..............................................................................................................
Income from continuing operations before income taxes ............................................
Income tax (expense) benefit ............................................................................................
Income from continuing operations ...............................................................................
Income (loss) from discontinued operations, net of tax.....................................................
Net income .......................................................................................................................
Net income attributable to noncontrolling interests ...........................................................
Net income attributable to Huntsman Corporation ..................................................... $

5,903 $
115
6,018
4,918
1,100

775
135
49
—
(247)
(45)
667
433
(86)
42
(88)
—
36
337
(46)
291
775
1,066
(32)
1,034 $

6,664 $
133
6,797
5,415
1,382

786
137
(41 )
—
—
31
913
469
(111 )
54
(18 )
(23 )
20
391
38
429
169
598
(36 )
562 $

7,451
153
7,604
5,840
1,764

789
145
(7 )
2
—
8
937
827
(115 )
55
(62 )
(3 )
32
734
(45 )
689
(39 )
650
(313 )
337

Basic income (loss) per share:
Income from continuing operations attributable to Huntsman Corporation common

stockholders .................................................................................................................. $

1.18 $

1.72 $

2.55

Income (loss) from discontinued operations attributable to Huntsman Corporation

common stockholders, net of tax ...................................................................................
Net income attributable to Huntsman Corporation common stockholders ........................ $
Weighted average shares ...................................................................................................

3.51
4.69 $
220.6

0.74
2.46 $
228.9

(1.13 )
1.42
238.1

Diluted income (loss) per share:
Income from continuing operations attributable to Huntsman Corporation common

stockholders .................................................................................................................. $

1.17 $

1.70 $

2.52

Income (loss) from discontinued operations attributable to Huntsman Corporation

3.49
4.66 $
221.9

0.74
2.44 $
230.6

(1.13 )
1.39
241.6

Amounts attributable to Huntsman Corporation common stockholders:
Income from continuing operations .................................................................................. $
Income (loss) from discontinued operations, net of tax.....................................................
Net income ........................................................................................................................ $

259 $
775
1,034 $

393 $
169
562 $

608
(271 )
337

See accompanying notes to consolidated financial statements.

HUNTSMAN CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In Millions)

2020

Year ended December 31,
2019

2018

Net income .................................................................................................... $
Other comprehensive loss, net of tax:

Foreign currency translations adjustments .................................................
Pension and other postretirement benefits adjustments ..............................
Other, net....................................................................................................
Other comprehensive loss, net of tax ..........................................................
Comprehensive income ................................................................................
Comprehensive income attributable to noncontrolling interests.....................
Comprehensive income attributable to Huntsman Corporation .............. $

1,066 $

41
(19)
—
22
1,088
(38)
1,050 $

598 $

2
(37)
(1)
(36)
562
(31)
531 $

650

(192)
(39)
(9)
(240)
410
(266)
144

See accompanying notes to consolidated financial statements.

HUNTSMAN CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY
(In Millions, Except Share Amounts)

Huntsman Corporation Stockholders’ Equity

Noncontrolling interest from partial

disposal of Venator ....................
Deconsolidation of Venator ............
Accrued and unpaid dividends ........
Dividends paid to noncontrolling

interests ......................................

Dividends declared on common

Common

stock

Common paid-in
capital

stock

Additional

Unearned
Treasury stock-based

stock

compensation earnings

loss

Accumulated
other

Retained comprehensive

Beginning balance, January 1, 2018 240,213,606 $
Cumulative effect of changes in

3 $

3,889 $

(150 ) $

(15 ) $

161 $

(1,268 ) $

fair value of equity investments .
Net income .....................................
Other comprehensive loss ...............
Issuance of nonvested stock awards
Vesting of stock awards ..................
Recognition of stock-based

compensation .............................

Repurchase and cancellation of

—
—
—
—
1,135,003

—
—
—
—
—

—
—
—
14
11

—
—
—
—
—

—
—
—
(14 )
—

10
337
—
—
—

—

(259,643 )
stock awards ..............................
Stock options exercised ..................
2,310,663
Treasury stock repurchased ............ (10,405,457 )
—
Disposition of a portion of Venator
Costs of the secondary offering of

—
—
—
—

—
46
—
18

—
—
(277 )
—

—
—
—
—

(30 )
(29 )
—
—

Venator ......................................

—

(2 )

—

—
—
—

—
—
(1 )

Noncontrolling
interests in
subsidiaries

Total
equity
751 $ 3,371

(10 )
—
(198 )
—
—

—

—
—
—
—

—

—
160
—

— —
313 650
(42 ) (240 )
— —
11
—

—

(30 )
—
—
17
— (277 )
18
—

—

(2 )

27
(751 ) (591 )
(1 )

—

(69 )

stock ($0.65 per share) ...............

—
Balance, December 31, 2018 ......... 232,994,172
—
Net income .....................................
—
Other comprehensive loss ...............
—
Issuance of nonvested stock awards
Vesting of stock awards ..................
1,643,368
Recognition of stock-based

—
3
—
—
—
—

—
3,984
—
—
17
7

—
(427 )
—
—
—
—

—
(16 )
—
—
(17 )
—

(156 )
292
562
—
—
—

compensation .............................

—

Repurchase and cancellation of

(488,441 )
stock awards ..............................
Stock options exercised ..................
246,661
Treasury stock repurchased ............ (10,099,892 )
Acquisition of noncontrolling

—
—
—

—
4
—

—
—
(208 )

—
—
—

(12 )
(2 )
—

interests, net of tax .....................

—

(11 )

—

Dividends declared to

noncontrolling interests ..............

—

Dividends declared on common

stock ($0.65 per share) ...............

—
Balance, December 31, 2019 ......... 224,295,868
—
Net income .....................................
—
Other comprehensive loss ...............
—
Issuance of nonvested stock awards
Vesting of stock awards ..................
960,406
Recognition of stock-based

—
3
—
—
—
—

—
4,008
—
—
18
5

—
(635 )
—
—
—
—

—
(17 )
—
—
(18 )
—

(150 )
690
1,034
—
—
—

compensation .............................

—

Repurchase and cancellation of

stock awards ..............................
Stock options exercised ..................
Treasury stock repurchased ............
Dividends declared to

noncontrolling interests ..............

Dividends declared on common

(287,247 )
441,754
(5,364,519 )

—
—
—

—
10
—

—
—
(96 )

—
—
—

(8 )
(7 )
—

—

—
(1,316 )
—
(46 )
—
—

—

—
—
—

—

—
(1,362 )
—
16
—
—

—

—
—
—

—

stock ($0.65 per share) ...............

—
Balance, December 31, 2020 ......... 220,046,262 $

—
3 $

—
4,048 $

—
(731 ) $

—
(19 ) $

(145 )
1,564 $

—
(1,346 ) $

See accompanying notes to consolidated financial statements.

— (156 )
229 2,749
36 598
10
(36 )
— —
7
—

—

(12 )
—
—
2
— (208 )

(73 )

(84 )

(65 )

— (150 )
137 2,824
32 1,066
22
— —
5
—

—

—
—
—

(8 )
3
(96 )

(21 )

— (145 )
154 $ 3,673

HUNTSMAN CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Millions)

Year ended December 31,
2019

2020

2018

Operating Activities:
Net income ........................................................................................................................ $
Less: (Income) loss from discontinued operations, net of tax ...........................................
Income from continuing operations ..................................................................................
Adjustments to reconcile income from continuing operations to net cash provided by

operating activities from continuing operations:

Equity in income of investment in unconsolidated affiliates .............................................
Unrealized losses on fair value adjustments to Venator investment and related loss on

disposal .........................................................................................................................
Cash received from return on investment in unconsolidated subsidiary............................
Depreciation and amortization ..........................................................................................
Noncash lease expense ......................................................................................................
(Gain) loss on disposal of businesses/assets ......................................................................
Loss on early extinguishment of debt ................................................................................
Noncash restructuring and impairment charges (credits) ..................................................
Deferred income taxes.......................................................................................................
Stock-based compensation ................................................................................................
Other, net ..........................................................................................................................
Changes in operating assets and liabilities:

Accounts and notes receivable ......................................................................................
Inventories .....................................................................................................................
Prepaid expenses ...........................................................................................................
Other current assets .......................................................................................................
Other noncurrent assets .................................................................................................
Accounts payable ..........................................................................................................
Accrued liabilities .........................................................................................................
Taxes paid on Chemical Intermediates Businesses .......................................................
Other noncurrent liabilities ............................................................................................
Net cash provided by operating activities from continuing operations ......................
Net cash (used in) provided by operating activities from discontinued operations ...
Net cash provided by operating activities......................................................................

Investing Activities:
Capital expenditures ..........................................................................................................
Cash received from sale of businesses ..............................................................................
Cash received from the sale of Venator shares ..................................................................
Acquisition of businesses, net of cash acquired ................................................................
Proceeds from sale of assets ..............................................................................................
Cash received from forward swap contract related to the sale of investment in Venator ..
Other .................................................................................................................................
Net cash provided by (used in) investing activities from continuing operations ........
Net cash provided by (used in) investing activities from discontinued operations ....
Net cash provided by (used in) investing activities .......................................................

(continued)

1,066 $
(775)
291

598 $
(169 )
429

(42)

(54 )

88
19
283
63
(281)
—
7
172
27
8

100
145
(10)
(55)
(55)
32
(126)
(231)
(158)
277
(24)
253

(249)
2,181
99
(650)
75
—
6
1,462
1
1,463

19
24
270
55
(49 )
23
3
(93 )
29
20

138
77
(27 )
53
(90 )
21
(50 )
—
(142 )
656
241
897

(274 )
—
—
—
50
16
7
(201 )
(59 )
(260 )

650
39
689

(55 )

62
—
255
—
3
3
(22 )
(167 )
27
3

(22 )
(80 )
(9 )
59
(41 )
12
44
—
(57 )
704
503
1,207

(251 )
—
—
(366 )
—
3
(1 )
(615 )
(358 )
(973 )

HUNTSMAN CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(In Millions)

Year ended December 31,
2019

2020

2018

Financing Activities:
Net (repayments) borrowings on revolving loan facilities ................................................ $
Repayments of long-term debt ..........................................................................................
Proceeds from issuance of long-term debt ........................................................................
Repayments of short-term debt .........................................................................................
Borrowings on short-term debt .........................................................................................
Repayments of notes payable ............................................................................................
Borrowings on note payable ..............................................................................................
Debt issuance costs paid ....................................................................................................
Costs of early extinguishment of debt ...............................................................................
Dividends paid to common stockholders ..........................................................................
Dividends paid to noncontrolling interests ........................................................................
Cash paid for noncontrolling interest ................................................................................
Repurchase of common stock ...........................................................................................
Repurchase and cancellation of stock awards ...................................................................
Proceeds from issuance of common stock .........................................................................
Proceeds from the secondary offering of Venator .............................................................
Other .................................................................................................................................
Net cash used in financing activities ..............................................................................
Effect of exchange rate changes on cash ........................................................................
Increase (decrease) in cash, cash equivalents and restricted cash ......................................
Cash, cash equivalents and restricted cash from continuing operations at beginning of

(203) $
(21)
—
(109)
—
(32)
—
—
—
(144)
(44)
—
(96)
(8)
3
—
(1)
(655)
7
1,068

(89 ) $
(676 )
742
—
102
(27 )
37
(8 )
(21 )
(150 )
(41 )
(101 )
(208 )
(12 )
2
—
—
(450 )
(2 )
185

125
(68 )
—
(8 )
6
(29 )
27
(4 )
—
(156 )
(69 )
—
(277 )
(30 )
17
44
(2 )
(424 )
(35 )
(225 )

period ............................................................................................................................

525

340

481

Cash, cash equivalents and restricted cash from discontinued operations at beginning of

period ............................................................................................................................
Deconsolidation of cash, cash equivalents and restricted cash from Venator ...................
Cash, cash equivalents and restricted cash at end of period .............................................. $

—
—
1,593 $

—
—
525 $

238
(154 )
340

Supplemental cash flow information:

Cash paid for interest .................................................................................................... $
Cash paid for income taxes ...........................................................................................

90 $
316

111 $
100

163
179

As of December 31, 2020, 2019 and 2018, the amount of capital expenditures in accounts payable was $74 million, $64 million

and $66 million, respectively. For the year ended of December 31, 2019, the amounts of cash interest and cash income taxes included in
our supplemental cash flow information related to cash paid for interest and cash paid for income taxes that was paid by Venator was $46
million and $38 million, respectively. For the year ended December 31, 2020, the amounts of cash paid for taxes in connection with the
sale of the Chemical Intermediates Businesses and the India-based DIY business were $231 million and $26 million, respectively.

See accompanying notes to consolidated financial statements.

HUNTSMAN CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. GENERAL

DEFINITIONS

For convenience in this report, the terms “Company,” “our” 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) and, unless the context otherwise requires, its subsidiaries; “AAC” refers to Arabian
Amines Company, our consolidated manufacturing joint venture with the Zamil Group; “HPS” refers to Huntsman Polyurethanes
Shanghai Ltd. (our consolidated splitting joint venture with Shanghai Chlor-Alkali Chemical Company, Ltd); and “SLIC” refers to
Shanghai Liengheng Isocyanate Company (our unconsolidated manufacturing joint venture with BASF and three Chinese chemical
companies).

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

use the common names or abbreviations for certain chemicals or products. Each capitalized term used without definition in this report has
the meaning specified in the Annual Report on Form 10-K for the year ended December 31, 2020, which was filed with the Securities
and Exchange Commission on February 12, 2021.

DESCRIPTION OF BUSINESS

We are a global manufacturer of differentiated organic chemical products. We operate in four segments: Polyurethanes,

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

COMPANY

Our Company, a Delaware corporation, was formed in 2004 to hold the Huntsman businesses, which were founded by Jon M.

Huntsman. Mr. Huntsman founded the predecessor to our Company in 1970 as a small polystyrene plastics packaging company. Since
then, we have grown through a series of acquisitions and now own a global portfolio of businesses.

Currently, we operate all of our businesses through Huntsman International, our wholly-owned subsidiary. Huntsman

International is a Delaware limited liability company and was formed in 1999.

RECENT DEVELOPMENTS

COVID-19 Update

The outbreak of the COVID-19 has spread from China to many other countries, including the U.S. In March 2020, the World

Health Organization characterized COVID-19 as a pandemic. As of December 31, 2020, there have not been any significant
interruptions in our ability to provide our products and support to our customers. However, the COVID-19 pandemic has significantly
impacted economic conditions throughout the U.S. and the world, including the markets in which we operate. Demand for our products
declined at a rapid pace in the second quarter 2020, which led to a meaningful adverse impact on our revenues and financial results.
Although we have experienced improved conditions in most of our core markets in the second half of 2020, there continues to be many
uncertainties regarding the impact of the COVID-19 pandemic, including the scope of scientific and health issues, the anticipated
duration of the pandemic and the extent of local, regional and worldwide economic, social and political disruption. Given such
uncertainties, it is difficult to estimate the magnitude COVID-19 may impact our future business, but we expect any adverse impact to
continue for some time.

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

including:

●

suspended merit and general wage increases that customarily would have occurred at the end of the first quarter of
2020;

●

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

●

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

●

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

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

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

For more information regarding our 2020 restructuring activities, see “Note 13. Restructuring, Impairment and Plant Closing

Costs (Credits).”

Redemption of the 2021 Senior Notes

On January 15, 2021, we redeemed in full €445 million (approximately $541 million) in aggregate principal amount of our

2021 Senior Notes at the redemption price equal to 100% of the principal amount of the notes, plus accrued and unpaid interest to, but
not including, the redemption date.

Acquisition of Gabriel Performance Products

On January 15, 2021, we completed the acquisition of Gabriel, a North American specialty chemical manufacturer of
specialty additives and epoxy curing agents for the coatings, adhesives, sealants and composite end-markets, from funds affiliated with
Audax Private Equity in an all-cash transaction of approximately $250 million, subject to customary closing adjustments, funded from
available liquidity. The acquired business will be integrated into our Advanced Materials segment.

Sale of Assets at our Basel, Switzerland Site

In November 2020, we entered into a sale and leaseback agreement to sell certain properties in Basel, Switzerland for

approximately CHF 67 million (approximately $73 million) and to lease those properties back for five years. This transaction
resulted in a pretax gain of approximately CHF 30 million (approximately $33 million).

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

On November 3, 2020, we completed the sale of the India-based DIY business, previously part of our Advanced

Materials segment, to Pidilite Industries Ltd. and received cash of approximately $257 million. Under the terms of the agreement,
we may receive up to approximately $28 million of additional cash under an earnout within 18 months if the business achieves
certain sales revenue targets in line with the DIY business' 2019 performance. In connection with this sale, we recognized a pretax
gain of $247 million in the fourth quarter of 2020, which was recorded in gain on sale of India-based DIY business in our
consolidated statements of operations.

Sale of Venator Interest

On December 23, 2020, we completed the sale of approximately 42.4 million ordinary shares of Venator to funds advised

by SK Capital Partners, LP. We received approximately $99 million in cash, which included $8 million for a 30-month option as
described below. In addition to the cash proceeds received from the sale, we achieved immediate cash tax savings of approximately
$150 million by offsetting the capital loss on the sale of Venator shares against the capital gain realized on the sale of our Chemical
Intermediates Businesses. See “Note 4. Discontinued Operations and Business Dispositions—Separation and Deconsolidation of
Venator.”

Concurrently with the sale of Venator ordinary shares, we entered into an option agreement, pursuant to which we

granted an option to funds advised by SK Capital Partners, LP to purchase the remaining approximate 9.7 million ordinary shares
we hold in Venator at $2.15 per share. The option will expire on June 23, 2023 and will not be exercisable so long as such exercise
would result in a default or an "Event of Default" under Venator’s Term Loan Credit Agreement and Revolving Credit Agreement.

In connection with the 2017 initial public offering of Venator, we recorded a receivable of approximately $34 million
related to certain income tax benefits that was reduced upon completion of the sale of Venator shares to SK Capital Partners, LP
due to a change of control limitation on specific Venator tax attributes. Accordingly, we wrote off approximately $31 million of
this receivable upon completion of the sale of the Venator ordinary shares in December 2020.

Other Significant Developments During 2020

Other significant developments that occurred during 2020 were as follows:

●

In May 2020, we completed the CVC Thermoset Specialties Acquisition. For more information, see “Note 3.
Business Combinations and Acquisitions—Acquisition of CVC Thermoset Specialties."

●

In February 2020, we completed the Icynene-Lapolla Acquisition. For more information, see “Note 3. Business
Combinations and Acquisitions—Acquisition of Icynene-Lapolla.”

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 of three

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.

DERIVATIVES AND HEDGING ACTIVITIES

All derivatives, whether designated in hedging relationships or not, 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 does not qualify or has
not 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 “Note 22. 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.

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 a three-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) expense, net in our consolidated

statements of operations and were (losses) gains of $2 million, $(8) million and $3 million for the years ended December 31, 2020, 2019
and 2018, 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 than not 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 cyclicality of businesses and 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.

On December 22, 2017, the U.S. Tax Reform Act was signed into law. The U.S. Tax Reform Act significantly revised the U.S.
corporate income tax regime by, among other things, lowering the U.S. corporate tax rate from 35% to 21%, (effective January 1, 2018),
creation of the base erosion anti-abuse tax provision (“BEAT”) and a new provision designed to tax global intangible low-taxed income
(“GILTI”) (effective January 1, 2018) and imposing a repatriation tax on deemed repatriated earnings of foreign subsidiaries.

In 2017, we booked provisional amounts for the remeasurements of U.S. deferred tax assets and liabilities and the transitional
tax on deemed repatriation of deferred foreign income related to the enactment of the U.S. Tax Reform Act. During the remeasurement
period in 2018, we recorded a net tax expense of $32 million. We did not make the election to reclassify the income tax effects of the
U.S. Tax Reform Act from accumulated other comprehensive income to retained earnings.

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-than-not 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-than-not 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 “Note 20. 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:

Patents and technology.............................................................................................................................................................
Trademarks ..............................................................................................................................................................................
Licenses and other agreements .................................................................................................................................................
Other intangibles ......................................................................................................................................................................

In Years
5 - 30
9 - 30
5 - 15
5 - 20

Goodwill represents costs in excess of fair values assigned to the underlying net assets of acquired businesses. Goodwill is not
subject to any method of amortization, but is tested for impairment annually (at the beginning of the third quarter) and when events and
circumstances change that would more likely than not 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.

During 2020, goodwill increased by approximately $259 million due to the addition of our acquired businesses, partially offset

by a net decrease of approximately $2 million due to changes in foreign currency exchange rates. See “Note 3. Business Combinations
and Acquisitions.” During 2019, goodwill decreased by approximately $2 million due to the finalization of the valuation of the assets and
liabilities of an acquisition, partially offset by a net increase of approximately $1 million due to changes in foreign currency exchange
rates.

INVENTORIES

Inventories are stated at the lower of cost or market, with cost determined using LIFO, first-in first-out, and average costs

methods for different components of inventory.

LEASES

On January 1, 2019, we adopted the new lease standard using the optional transition method provided under Financial

Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) No. 2018-11, which allowed us to initially apply the
amendments of the new lease standard at the adoption date. Upon adoption of the new lease standard, we elected the package of three
practical expedient permitted under the transition guidance within the new lease standard, which among other things, allowed us to carry
forward the historical lease classification on existing leases at adoption. In addition, we elected the practical expedient related to land
easements, which allowed us to carry forward our accounting treatment for land easements on existing agreements. We also elected the
hindsight practical expedient to determine the lease term for existing 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 are not 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 “Note 9. 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

common stockholders 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 available to Huntsman
Corporation common stockholders by the weighted average number of shares outstanding during the period increased by the number of
additional shares that would have been outstanding as dilutive securities.

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

Numerator:
Basic and diluted income from continuing operations:
Income from continuing operations attributable to Huntsman Corporation ................ $
Basic and diluted net income:
Net income attributable to Huntsman Corporation ...................................................... $
Denominator:
Weighted average shares outstanding .........................................................................
Dilutive shares: ...........................................................................................................
Stock-based awards .....................................................................................................
Total weighted average shares outstanding, including dilutive shares ........................

Year ended December 31,
2019

2020

2018

259 $

393 $

1,034 $

562 $

608

337

220.6

228.9

238.1

1.3
221.9

1.7
230.6

3.5
241.6

Additional stock-based awards of 4.3 million, 3.0 million and 0.8 million weighted average equivalent shares of stock were

outstanding during the years ended December 31, 2020, 2019 and 2018, respectively. However, these stock-based awards were not
included in the computation of diluted earnings per share for the respective periods mentioned because the effect would be anti-dilutive.

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:

Buildings and equipment ........................................................................................................................................................
Plant and equipment ................................................................................................................................................................
Furniture, fixtures and leasehold improvements .....................................................................................................................

In Years
5 - 50
3 - 30
5 - 20

Interest expense capitalized as part of plant and equipment was $7 million, $4 million and $4 million for the years ended

December 31, 2020, 2019 and 2018, 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.

REVENUE RECOGNITION

We generate substantially all of our revenue through product sales in which revenue is recognized at a point in time. We

recognize revenue when control of the promised goods is transferred to our customers. Control of goods usually passes to the customer at
the time shipment is made. Revenue is measured as the amount that reflects the consideration that we expect to be entitled to in exchange
for those goods.

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

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

Substantially all of our revenue is generated through product sales in which revenue is recognized at a point in time. At contract

inception, we assess the goods and services, if any, promised in our contracts and identify a performance obligation for each promise to
transfer to the customer a good or service that is distinct. In substantially all cases, a contract has a single performance obligation to
deliver a promised good to the customer. Revenue is recognized when control of the product is transferred to the customer (i.e., when our
performance obligation is satisfied), which typically occurs at shipment. Further, in determining whether control has transferred, we

consider if there is a present right to payment and legal title, along with risks and rewards of ownership having transferred to the
customer.

The amount of consideration we receive and revenue we recognize is based upon the terms stated in the sales contract, which
may contain variable consideration such as discounts or rebates. We allocate the transaction price to each distinct product based on their
relative standalone selling price. The product price as specified on the purchase order or in the sales contract is considered the standalone
selling price as it is an observable input that depicts the price as if sold to a similar customer in similar circumstances. In order to estimate
the applicable variable consideration, we use historical and current trend information to estimate the amount of discounts or rebates to
which customers are likely to be entitled. Historically, actual discount or rebate adjustments relative to those estimated and included
when determining the transaction price have not materially differed. Payment terms vary but are generally less than one year. As our
standard payment terms are less than one year, we have elected to not assess whether a contract has a significant financing component. In
the normal course of business, we do not accept product returns unless the item is defective as manufactured. We establish provisions for
estimated returns based on an analysis of historical experience. See “Note 18. 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 both U.S. dollars and euros. The amounts outstanding under our A/R Programs are accounted for as secured borrowings. See “Note 15.
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 “Note 24. 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 PRONOUNCEMENTS ADOPTED DURING 2020

We adopted the following accounting pronouncements during 2020, which did not have a significant impact on our

consolidated financial statements:

●

FASB ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial
Instruments;

FASB ASU No. 2018-14, Compensation—Retirement Benefits—Defined Benefit Plans—General (Topic 715-20):
Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans.

FASB ASU No. 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s
Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract; and

FASB ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on
Financial Reporting.

ACCOUNTING PRONOUNCEMENTS PENDING ADOPTION IN FUTURE PERIODS

The following accounting pronouncement becomes effective subsequent to fiscal year 2020, and we do not expect it to have a

significant impact on our consolidated financial statements upon adoption:

●

FASB ASU No. 2021-01, Reference Rate Reform (Topic 848): Scope.

3. BUSINESS COMBINATIONS AND ACQUISITIONS

ACQUISITION OF CVC THERMOSET SPECIALTIES

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

acquisition were approximately $5 million for the year ended December 31, 2020, and were recorded in other operating (income)
expense, net in our consolidated statements of operations.

We have accounted for the CVC Thermoset Specialties Acquisition using the acquisition method. As such, we analyzed the fair

value of tangible and intangible assets acquired and liabilities assumed. The preliminary allocation of acquisition cost to the assets
acquired and liabilities assumed is summarized as follows (dollars in millions):

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

Accounts receivable ............................................................................................................................................................ $
Inventories ..........................................................................................................................................................................
Property, plant and equipment ............................................................................................................................................
Intangible assets ..................................................................................................................................................................
Goodwill .............................................................................................................................................................................
Accounts payable ................................................................................................................................................................
Accrued liabilities ...............................................................................................................................................................
Deferred income taxes ........................................................................................................................................................
Total fair value of net assets acquired ..................................................................................................................... $

304

12
37
67
117
120
(7 )
(1 )
(41 )
304

The acquisition cost allocation is preliminary pending final determination of the fair value of assets acquired and liabilities

assumed, primarily relating to the final valuation of intangible assets and deferred taxes. As a result of this preliminary valuation of the
assets and liabilities, reallocations were made in certain inventory, property, plant and equipment, intangible asset, goodwill and deferred
tax balances during the fourth quarter of 2020. Intangible assets acquired included in this preliminary allocation consist primarily of
trademarks, trade secrets and customer relationships, which are predominantly being amortized over a period of 20 years. For purposes of
this preliminary allocation of fair value, we have assigned any excess of the acquisition cost over the estimated preliminary fair value to
goodwill. The estimated goodwill recognized is attributable primarily to projected future profitable growth in our Advanced Materials
specialty portfolio and synergies. We expect that none of the estimated goodwill arising from the acquisition will be deductible for
income tax purposes. It is possible that material changes to this preliminary allocation of acquisition cost could occur.

The acquired business had revenues and net loss of $43 million and $6 million, respectively, for the period from the date of

acquisition to December 31, 2020.

ACQUISITION OF ICYNENE-LAPOLLA

On February 20, 2020, we completed the Icynene-Lapolla Acquisition. We acquired the business from an affiliate of FFL

Partners, LLC for $353 million in an all-cash transaction funded from available liquidity. The acquired business was integrated into our
Polyurethanes segment. Transaction costs related to this acquisition were approximately $14 million for the year ended December 31,
2020, and were recorded in other operating (income) expense, net in our consolidated statements of operations.

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

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

Cash .................................................................................................................................................................................... $
Accounts receivable ............................................................................................................................................................
Inventories ..........................................................................................................................................................................
Prepaid expenses and other current assets ...........................................................................................................................
Property, plant and equipment ............................................................................................................................................
Intangible assets ..................................................................................................................................................................
Goodwill .............................................................................................................................................................................
Other noncurrent assets .......................................................................................................................................................
Accounts payable ................................................................................................................................................................
Accrued liabilities ...............................................................................................................................................................
Deferred income taxes ........................................................................................................................................................
Total fair value of net assets acquired ..................................................................................................................... $

353

7
36
32
1
7
165
139
3
(13 )
(10 )
(14 )
353

The acquisition cost allocation is preliminary pending final determination of the fair value of assets acquired and liabilities

assumed, including final valuation of certain liabilities, property, plant and equipment, intangible assets, leases and deferred taxes.
Intangible assets acquired included in this preliminary allocation consist primarily of trademarks, trade secrets and customer
relationships. The applicable amortization periods are still being assessed. For purposes of this preliminary allocation of fair value, we
have assigned any excess of the acquisition cost over the estimated preliminary fair value to goodwill. The estimated goodwill recognized

is attributable primarily to projected future profitable growth, penetration into downstream markets and synergies. We expect that none of
the estimated goodwill arising from the acquisition will be deductible for income tax purposes. It is possible that material changes to this
preliminary allocation of acquisition cost could occur.

The acquired business had revenues and net income of $199 million and $12 million, respectively, for the period from the date

of acquisition to December 31, 2020.

PRO FORMA INFORMATION FOR ACQUISITIONS OCCURRING IN 2020

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

Pro Forma (Unaudited)
Year ended December 31,

2020

2019

Revenues ................................................................................................................................................. $
Net income ..............................................................................................................................................
Net income attributable to Huntsman Corporation ..................................................................................

6,080 $
1,063
1,031

7,140
616
580

ACQUISITION OF REMAINING INTEREST IN SASOL-HUNTSMAN JOINT VENTURE

On September 30, 2019, we acquired from Sasol, our former joint venture partner, the 50% noncontrolling interest that we did

not own in the Sasol-Huntsman maleic anhydride joint venture. We paid Sasol $101 million, which included acquired cash, net of any
debt. The purchase price was funded from the 2019 Term Loan. See “Note 15. Debt—Direct and Subsidiary Debt—Term Loan Credit
Facility.” In connection with this acquisition, we recorded an adjustment to additional paid-in capital, net of tax, of $11 million. Prior to
acquiring the 50% noncontrolling interest that we did not own, we accounted for Sasol-Huntsman as a variable interest entity. See “Note
8. Variable Interest Entities.”

The effects of changes in our ownership interest in Sasol-Huntsman on the equity attributable to Huntsman Corporation is as

follows (dollars in millions):

Net income attributable to Huntsman Corporation shareholders .................................................... $

562 $

337

Decrease in Huntsman Corporation’s paid-in capital for purchase of 50% interest in Sasol-

Huntsman ...................................................................................................................................
Net transfers to noncontrolling interest ..........................................................................................
Change from net income attributable to Huntsman Corporation shareholders and transfers to

(11)
(11)

noncontrolling interest ............................................................................................................... $

551 $

—
—

337

Year ended December 31,
2019

2018

ACQUISITION OF DEMILEC

On April 23, 2018, we acquired 100% of the outstanding equity interests of Demilec (USA) Inc. and Demilec Inc. (collectively,

“Demilec”) for approximately $353 million, including working capital adjustments, in an all-cash transaction (“Demilec Acquisition”),
which was funded from our Prior Credit Facility and our U.S. A/R Program. Demilec is a leading North American manufacturer and
distributor of spray polyurethane foam formulations for residential and commercial applications. The acquired business was integrated
into our Polyurethanes segment. Transaction costs charged to expense related to this acquisition were approximately $5 million in
2018 and were recorded in other operating (income) expense, net in our consolidated statements of operations. The Demilec Acquisition
was aligned with our stated strategy to grow our downstream polyurethanes business and leverage our global platform to expand
Demilec’s portfolio of spray polyurethane foam formulations into international markets.

We have accounted for the Demilec Acquisition using the acquisition method. As such, we determined the fair value of

tangible and intangible assets acquired and liabilities assumed. The allocation of acquisition cost to the assets acquired and liabilities
assumed is summarized as follows (dollars in millions):

Fair value of assets acquired and liabilities assumed:
Cash paid for the Demilec Acquisition ............................................................................................................................... $

Cash .................................................................................................................................................................................... $
Accounts receivable ............................................................................................................................................................
Inventories ..........................................................................................................................................................................
Prepaid expenses and other current assets ...........................................................................................................................
Property, plant and equipment ............................................................................................................................................
Intangible assets ..................................................................................................................................................................
Goodwill .............................................................................................................................................................................
Accounts payable ................................................................................................................................................................
Accrued liabilities ...............................................................................................................................................................
Deferred income taxes ........................................................................................................................................................
Total fair value of net assets acquired ..................................................................................................................... $

353

1
31
23
1
21
177
140
(16 )
(3 )
(22 )
353

Intangible assets acquired consist primarily of trademarks, trade secrets and customer relationships, all of which are being

amortized over 15 years. We have assigned any excess of the acquisition cost of the fair values to goodwill. During the third quarter of
2018, we received $4 million related to the settlement of certain purchase price adjustments. The goodwill recognized is attributable
primarily to projected future profitable growth, penetration into downstream markets and synergies.

The acquired business had revenues and net income of $142 million and $5 million, respectively, for the period from the date

of acquisition to December 31, 2018.

If this acquisition were to have occurred on January 1, 2018, the following estimated pro forma revenues, net income and net

income attributable to Huntsman Corporation would have been reported (dollars in millions):

Pro Forma (Unaudited)
Year ended December 31,
2018

Revenues ....................................................................................................................................................... $

Net income ....................................................................................................................................................
Net income attributable to Huntsman Corporation ........................................................................................

7,662

639
326

4. DISCONTINUED OPERATIONS AND BUSINESS DISPOSITIONS

Sale of Chemical Intermediates Businesses

On January 3, 2020, we completed the sale of our Chemical Intermediates Businesses to Indorama in a transaction valued at

approximately $2 billion, comprised of a cash purchase price of approximately $1.92 billion and the transfer of approximately $72
million in net underfunded pension and other post-employment benefit liabilities. In connection with this sale, we received proceeds of
approximately $1.92 billion and recognized a net after-tax gain of $748 million in 2020. Additionally, in connection with this sale, we
entered into long-term supply agreements with Indorama for certain raw materials at market prices supplied by our former Chemical
Intermediates Businesses. In connection with this sale, we recognized approximately $19 million of income as a result of a liquidation
of LIFO inventory.

During the year ended December 31, 2020, we paid $231 million of income taxes with respect to the gain on the sale of our

Chemical Intermediates Businesses. With the sale of approximately 42.4 million ordinary shares we held in Venator to SK Capital
Partners, LP completed on December 23, 2020, we offset the capital loss on the sale of the Venator shares against the capital gain
realized on the sale of our Chemical Intermediates Businesses. For more information on the sale of ordinary shares we hold in Venator
to SK Capital Partners, LP, see “Note 1. Recent Developments – Sale of Venator Interest.”

The following table reconciles the carrying amounts of major classes of assets and liabilities of discontinued operations to total

assets and liabilities of discontinued operations that were classified as held for sale in our consolidated balance sheets (dollars in
millions):

December 31,
2019

Carrying amounts of major classes of assets held for sale:

Accounts receivable .................................................................................................................................................... $
Inventories ...................................................................................................................................................................
Property, plant and equipment, net ..................................................................................................................................
Operating lease right-of-use assets ..................................................................................................................................
Deferred income taxes.....................................................................................................................................................
Other noncurrent assets ...................................................................................................................................................
Total assets held for sale(1) .................................................................................................................................... $

Carrying amounts of major classes of liabilities held for sale:

Accounts payable ........................................................................................................................................................ $
Accrued liabilities .......................................................................................................................................................
Current operating lease liabilities ................................................................................................................................
Deferred income taxes.....................................................................................................................................................
Noncurrent operating lease liabilities ..............................................................................................................................
Other noncurrent liabilities..............................................................................................................................................
Total liabilities held for sale(1) .............................................................................................................................. $

145
105
720
69
4
165
1,208

152
26
20
135
51
128
512

(1)

The assets and liabilities held for sale are classified as current as of December 31, 2019 because the sale of our Chemical
Intermediates Businesses was completed on January 3, 2020.

The following table reconciles major line items constituting pretax income of discontinued operations to after-tax income (loss)

of discontinued operations as presented in our consolidated statements of operations (dollars in millions):

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

Trade sales, services and fees, net(2) ........................................................................ $
Cost of goods sold(2) ................................................................................................
Gain on sale of the Chemical Intermediates Businesses ..........................................
Other expense items, net that are not major ............................................................
Income from discontinued operations before income taxes ........................................
Income tax expense .....................................................................................................
Loss on disposal ..........................................................................................................
Valuation allowance ....................................................................................................
Income (loss) from discontinued operations, net of tax...............................................
Net income attributable to noncontrolling interests .....................................................
Net income (loss) attributable to discontinued operations ........................................... $

Year ended December 31,
2019

2020

2018

7 $
(37)
978
5
1,017
(242)
—
—
775
—
775 $

1,545 $
1,287
—
54
204
(35)
—
—
169
—
169 $

3,923
2,847
—
332
744
(86)
(427)
(270)
(39)
(6)
(45)

(1) Discontinued operations primarily include our Chemical Intermediates Businesses for all periods presented. We began accounting

for our investment in Venator as an equity method investment on December 3, 2018. Therefore, the summarized financial data only
includes the results of Venator applicable to the period from January 1, 2017 through December 2, 2018.

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

operations.

Separation and Deconsolidation of Venator

In August 2017, we separated our Titanium Dioxide and Performance Additives business and conducted an initial public

offering of ordinary shares of Venator. Beginning in December 2018, following a series of public offerings and sales of Venator
ordinary shares, our ownership in Venator decreased to approximately 49%, and we began accounting for our remaining interest in
Venator as an equity method investment using the fair value option. On December 23, 2020, we completed the sale of approximately
42.4 million ordinary shares of Venator and received approximately $99 million in cash. See “Note 1. General—Recent
Developments—Sale of Venator Interest.” Subsequent to this sale of ordinary shares of Venator, we no longer account for our current
remaining ownership interest in Venator as an equity method investment, but rather as an investment in equity securities that are
marked to fair value with changes in fair value reported in earnings. For the years ended December, 2020, 2019 and 2018, we recorded
a loss of $55 million, $19 million and $62 million, respectively. The loss of $88 million for the year ended December 31, 2020
primarily includes the marked to fair value adjustment of $43 million for the Venator ordinary shares we hold, a loss of $12 million
related to the sale of approximately 42.4 million Venator ordinary shares and a loss of $31 million on the write off of a receivable
related to certain income tax benefits that were reduced upon the completion of the sale of Venator shares to SK Capital Partners, LP.
These gains and losses were recorded in “Fair value adjustments to Venator investment and related loss on disposal” on our
consolidated statements of operations.

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

On November 3, 2020, we completed the sale of the India-based DIY business, previously part of our Advanced Materials

segment, to Pidilite Industries Ltd. and received cash of approximately $257 million. Under the terms of the agreement, we may
receive up to approximately $28 million of additional cash under an earnout within 18 months if the business achieves certain sales
revenue targets in line with the DIY business' 2019 performance. In connection with this sale, we recognized a pretax gain of
$247 million in the fourth quarter of 2020, which was recorded in gain on sale of India-based DIY business in our consolidated
statements of operations.

5. INVENTORIES

Inventories consisted of the following (dollars in millions):

December 31,

2020

2019

Raw materials and supplies ................................................................................................................. $
Work in progress.................................................................................................................................
Finished goods ....................................................................................................................................
Total ...................................................................................................................................................
LIFO reserves .....................................................................................................................................
Net inventories .................................................................................................................................. $

180 $
44
651
875
(27 )
848 $

175
49
718
942
(28 )
914

For December 31, 2020 and 2019, approximately 7% and 9% of inventories were recorded using the LIFO cost method,

respectively.

6. PROPERTY, PLANT AND EQUIPMENT

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

December 31,

2020

2019

Land .................................................................................................................................................... $
Buildings .............................................................................................................................................
Plant and equipment ...........................................................................................................................
Construction in progress .....................................................................................................................
Total ....................................................................................................................................................
Less accumulated depreciation ...........................................................................................................
Net ...................................................................................................................................................... $

97 $
540
5,039
357
6,033
(3,528 )
2,505 $

103
605
4,695
285
5,688
(3,305 )
2,383

Depreciation expense for 2020, 2019 and 2018 was $242 million, $245 million and $239 million, respectively.

7. INVESTMENT IN UNCONSOLIDATED AFFILIATES

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

December 31,

2020

2019

Equity Method:
Venator Materials PLC(1).................................................................................................................... $
BASF Huntsman Shanghai Isocyanate Investment BV (50%)(2) ........................................................
Nanjing Jinling Huntsman New Material Co., Ltd. (49%) ...................................................................
Jurong Ningwu New Material Development Co., Ltd. (30%) ..............................................................
Total investments ............................................................................................................................. $

— $
111
229
33
373 $

200
112
196
27
535

(1) On December 23, 2020, we completed the sale of approximately 42.4 million ordinary shares of Venator, and we no

longer account for our current remaining ownership interest in Venator as an equity method investment, but rather as an
investment in equity securities that are marked to fair value with changes in fair value reported in earnings. As of
December 31, 2020, our investment in Venator was $32 million and was included in other noncurrent assets on our
consolidated balance sheets.

(2) We own 50% of BASF Huntsman Shanghai Isocyanate Investment BV. BASF Huntsman Shanghai Isocyanate

Investment BV owns a 70% interest in SLIC, thus giving us an indirect 35% interest in SLIC.

SUMMARIZED FINANCIAL INFORMATION OF UNCONSOLIDATED AFFILIATES

Summarized financial information of our unconsolidated affiliates as of December 31, 2020 and 2019 and for the years ended

December 31, 2020, 2019 and 2018 is as follows (dollars in millions):

December 31,

2020

2019

Current assets ....................................................................................................................................... $
Non-current assets ...............................................................................................................................
Current liabilities .................................................................................................................................
Non-current liabilities ..........................................................................................................................
Noncontrolling interests .......................................................................................................................

1,544 $
2,317
574
1,804
6

1,439
2,436
688
1,614
7

Revenues ..................................................................................................................... $
Gross profit .................................................................................................................
(Loss) income from continuing operations ..................................................................
Net (loss) income ........................................................................................................

3,544 $
338
(2)
(2)

4,025 $
454
99
99

2,181
221
124
124

Year ended December 31,
2019

2018(1)

2020

(1) We began accounting for our investment in Venator as an equity method investment on December 3, 2018 and
then as an investment in equity securities on December 23, 2020 and thereafter. Therefore, the summarized
financial data only includes information for Venator for the years ended December 31, 2020 and 2019 and the
period from December 3, 2018 through December 31, 2018.

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:

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

Performance Products segments. The structure of the joint venture is such that the total equity investment at risk is not
sufficient to permit the joint venture to finance its activities without additional financial support. By virtue of the operating
agreement with this joint venture, we purchase a majority of the output, absorb a majority of the operating costs and
provide a majority of the additional funding.

● AAC is our 50%-owned joint venture with Zamil group that manufactures products for our Performance Products

segment. As required in the operating agreement governing this joint venture, we purchase all of AAC’s production and
sell it to our customers. Substantially all of the joint venture’s activities are conducted on our behalf.

Sasol-Huntsman was our 50%-owned joint venture with Sasol that owned and operated a maleic anhydride facility in Moers,

Germany. On September 30, 2019, we acquired the 50% noncontrolling interest that we did not own in the Sasol-Huntsman. As such, as

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

During the year ended December 31, 2020, there were no changes in our variable interest entities.

Creditors of our variable interest entities have no recourse to our general credit. See “Note 15. Debt—Direct and Subsidiary

Debt.” As the primary beneficiary of these variable interest entities at December 31, 2020, 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, 2020 and 2019 (dollars in millions):

December 31,

2020

2019

Current assets ....................................................................................................................................... $
Property, plant and equipment, net ......................................................................................................
Operating lease right-of-use assets ......................................................................................................
Other noncurrent assets ........................................................................................................................
Deferred income taxes .........................................................................................................................
Total assets .......................................................................................................................................... $
Current liabilities ................................................................................................................................. $
Long-term debt ....................................................................................................................................
Noncurrent operating lease liabilities...................................................................................................
Other noncurrent liabilities ..................................................................................................................
Deferred income taxes .........................................................................................................................
Total liabilities ..................................................................................................................................... $

49 $
167
22
138
30
406 $
183 $
3
17
82
1
286 $

50
180
16
132
30
408
151
29
11
87
—
278

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):

Revenues ................................................................................................................ $
Income from continuing operations before income taxes ......................................
Net cash provided by operating activities ..............................................................

— $
4
10

95 $
17
81

154
40
65

Year ended December 31,
2019(1)

2018

2020

(1) As of September 30, 2019, Sasol-Huntsman was no longer accounted for as a variable interest entity. Therefore, this
financial data only includes information for Sasol-Huntsman applicable to the period from January 1, 2019 through
September 30, 2019.

9. LEASES

We primarily lease manufacturing and research facilities, administrative offices, land, tanks, railcars and equipment. Leases

with an initial term of 12 months or less are not recognized on the balance sheets; we recognize lease expense for these leases on a
straight-line basis over the lease term. Our variable lease cost was approximately nil for each of the years ended December 31, 2020 and
2019, respectively. Our leases have remaining lives from one month to 37 years. Certain lease agreements include one or more options to
renew, at our discretion, with renewal terms that can extend the lease term by approximately one 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):

Operating lease expense:

Years Ended December 31,

2020

2019

Cost of goods sold ........................................................................................................................... $
Selling, general and administrative ..................................................................................................
Research and development ..............................................................................................................
Total operating lease expense(1)(2) ........................................................................................................ $

34 $
26
6
66 $

35
15
6
56

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows from operating leases .................................................................................... $

74 $

Supplemental noncash information:

Leased assets obtained in exchange for new operating lease liabilities............................................ $

91 $

416

(1) Total operating lease expense includes short-term lease expense of approximately $3 million and $1 million for the years

ended December 31, 2020 and 2019, respectively.

(2) Total operating lease expense for the year ended December 31, 2018 was $55 million.

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

Years Ended December 31,

2020

2019

Weighted-average remaining lease term (in years) .............................................................................
Weighted-average discount rate ..........................................................................................................

11
4.0 %

11
4.1 %

The undiscounted future cash flows of operating lease liabilities from continuing operations as of December 31, 2020 are as

follows (dollars in millions):

Year ending December 31,
2021 ................................................................................................................................................................................... $
2022 ...................................................................................................................................................................................
2023 ...................................................................................................................................................................................
2024 ...................................................................................................................................................................................
2025 ...................................................................................................................................................................................
Thereafter...........................................................................................................................................................................
Total lease payments ......................................................................................................................................................
Less imputed interest .........................................................................................................................................................
Total ................................................................................................................................................................................... $

68
62
58
55
51
276
570
(107 )
463

As of December 31, 2020, we have additional leases, primarily for leases of office and manufacturing facilities and rail cars,
that have not yet commenced of approximately $9 million. These leases will commence in 2021 with lease terms of up to seven years.

During November 2020, we entered into a sale and leaseback agreement to sell certain properties in Basel, Switzerland for

approximately CHF 67 million (approximately $73 million) and to lease those properties back for five years. This transaction resulted
in a gain of approximately CHF 30 million (approximately $33 million).

10. INTANGIBLE ASSETS

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

Carrying
Amount

December 31, 2020
Accumulated
Amortization

Net

Carrying
Amount

December 31, 2019
Accumulated
Amortization

Net

Patents, trademarks and technology . $
Licenses and other agreements ........
Non-compete agreements ................
Other intangibles(1) .........................
Total ................................................ $

316 $
140
3
349
808 $

237 $
61
2
55
355 $

79 $
79
1
294
453 $

314 $
140
3
61
518 $

230 $
48
2
41
321 $

84
92
1
20
197

(1) Includes provisional intangible asset fair values related to the CVC Thermoset Specialties Acquisition and the Icynene-

Lapolla Acquisition. For more information, see “Note 3. Business Combinations and Acquisitions.”

Amortization expense was $33 million, $16 million and $6 million for the years ended December 31, 2020, 2019 and 2018,

respectively

Our estimated future amortization expense for intangible assets over the next five years is as follows (dollars in millions):

11. OTHER NONCURRENT ASSETS

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

Capitalized turnaround costs, net ......................................................................................................... $
Investment in Venator ..........................................................................................................................
Catalyst assets, net ...............................................................................................................................
Other ....................................................................................................................................................
Total .................................................................................................................................................... $

250 $
32
27
239
548 $

December 31,

2020

2019

30
34
34
34
34

223
—
24
205
452

Amortization expense of catalyst assets for the years ended December 31, 2020, 2019 and 2018 was $8 million, $9 million and

$10 million, respectively.

12. ACCRUED LIABILITIES

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

Payroll and related accruals ................................................................................................................. $
Income taxes ........................................................................................................................................
Taxes other than income taxes .............................................................................................................
Volume and rebate accruals .................................................................................................................
Other miscellaneous accruals ...............................................................................................................
Total .................................................................................................................................................... $

97 $
73
56
55
177
458 $

100
59
64
53
144
420

December 31,

2020

2019

13. RESTRUCTURING, IMPAIRMENT AND PLANT CLOSING COSTS (CREDITS)

As of December 31, 2020, 2019 and 2018, accrued restructuring costs by type of cost and initiative consisted of the following

(dollars in millions):

Workforce Demolition and
reductions decommissioning termination costs

Non-cancelable
lease and contract restructuring

Other

Accrued liabilities as of January 1, 2018.............. $
2018 charges for 2017 and prior initiatives ......
2018 charges for 2018 initiatives .....................
2018 payments for 2017 and prior initiatives ...
2018 payments for 2018 initiatives ..................
Reversal of reserves no longer required ...........
Accrued liabilities as of December 31, 2018 ........

2019 (credits) charges for 2018 and prior

initiatives ......................................................
2019 charges for 2019 initiatives .....................
2019 payments for 2018 and prior initiatives ...
2019 payments for 2019 initiatives ..................
Reversal of reserves no longer required ...........
Accrued liabilities as of December 31, 2019 ........
2020 charges for 2019 and prior initiatives ......
2020 charges for 2020 initiatives .....................
2020 payments for 2019 and prior initiatives ...
2020 payments for 2020 initiatives ..................
Reversal of reserves no longer required ...........
Foreign currency effect on liability balance .....
Accrued liabilities as of December 31, 2020 ........ $

5 $
—
5
(2)
(1)
(2)
5

2
7
(4)
—
(2)
8
—
35
(5)
(10)
—
1
29 $

2 $
—
—
(1)
—
—
1

(1)
—
—
—
—
—
—
—
—
—
—
—
— $

41 $
2
—
(2)
—
(29)
12

2
—
(7)
—
—
7
2
—
(7)
—
—
—
2 $

costs

Total
53
2
15
(5)
(6)
(31)
28

5 $
—
10
—
(5 )
—
10

3
1
(9 )
(1 )
(2 )
2
3
3
(4 )
(3 )
(1 )
—
— $

6
8
(20)
(1)
(4)
17
5
38
(16)
(13)
(1)
1
31

Details with respect to our reserves for restructuring, impairment and plant closing costs are provided below by segment and

initiative (dollars in millions):

Polyurethanes Products

Performance Advanced Textile
Materials Effects
1 $

3 $

1 $

47 $

Corporate
and other Total

Accrued liabilities as of January 1, 2018......... $

2018 charges (credits) for 2017 and prior

initiatives .................................................
2018 charges for 2018 initiatives ................
2018 payments for 2017 and prior

initiatives .................................................
2018 payments for 2018 initiatives .............
Reversal of reserves no longer required ......
Accrued liabilities as of December 31, 2018 ...
2019 charges for 2018 and prior initiatives .
2019 charges for 2019 initiatives ................
2019 payments for 2018 and prior

initiatives .................................................
2019 payments for 2019 initiatives .............
Reversal of reserves no longer required ......
Accrued liabilities as of December 31, 2019 ...
2020 charges (credits) for 2019 and prior

initiatives .................................................
2020 charges for 2020 initiatives ................
2020 payments for 2019 and prior

initiatives .................................................
2020 payments for 2020 initiatives .............
Reversal of reserves no longer required ......
Foreign currency effect on liability balance
Accrued liabilities as of December 31, 2020 ... $

Current portion of restructuring reserves ........ $
Long-term portion of restructuring reserves ....

1
2

(1)
(1)
(1)
1
—
—

(1)
—
—
—

1
4

—
(3)
—
—
2 $

2 $
—

—
3

—
—
—
6
—
7

(2)
(1)
—
10

(1)
9

(5)
(3)
(1)
—
9 $

6 $
3

(4)
—

—
—
(29)
14
2
—

(9)
—
(4)
3

1
7

(2)
(2)
—
1
8 $

6 $
2

—
—

(1)
—
—
—
—
—

—
—
—
—

—
16

(1)
(3)
—
—
12 $

12 $
—

1 $

5
10

(3)
(5)
(1)
7
4
1

(8)
—
—
4

4
2

(8)
(2)
—
—
— $

— $
—

2
15

(5)
(6)
(31)
28
6
8

(20)
(1)
(4)
17

5
38

(16)
(13)
(1)
1
31

26
5

Details with respect to cash and noncash restructuring charges for the years ended December 31, 2020, 2019 and 2018 by

initiative are provided below (dollars in millions):

Cash charges:

2020 charges for 2019 and prior initiatives .................................................................................................................... $
2020 charges for 2020 initiatives ...................................................................................................................................
Reversal of reserves no longer required .........................................................................................................................

Noncash charges:

Accelerated depreciation ................................................................................................................................................
Total 2020 restructuring, impairment and plant closing costs ............................................................................. $

Cash charges:

2019 charges for 2018 and prior initiatives .................................................................................................................... $
2019 charges for 2019 initiatives ...................................................................................................................................
Reversal of reserves no longer required .........................................................................................................................

Noncash charges:

Gain on sale of assets .....................................................................................................................................................
Other noncash credits .....................................................................................................................................................
Total 2019 restructuring, impairment and plant closing costs ............................................................................. $

Cash charges:

2018 charges for 2017 and prior initiatives .................................................................................................................... $
2018 charges for 2018 initiatives ...................................................................................................................................

Noncash charges:

Reversal of reserves no longer required .........................................................................................................................
Other noncash charges ...................................................................................................................................................
Total 2018 restructuring, impairment and plant closing costs ............................................................................. $

5
38
(1 )

7
49

6
8
(4 )

(49 )
(2 )
(41 )

2
15

(31 )
7
(7 )

2020 RESTRUCTURING ACTIVITIES

Beginning in the second quarter of 2020, our Polyurethanes segment implemented a restructuring program to reorganize its
spray polyurethane foam business to better position this business for efficiencies and growth in coming years. In connection with this
restructuring program, we recorded restructuring expense of approximately $9 million for the year ended December 31, 2020, primarily
related to workforce reductions and accelerated depreciation recorded as restructuring, impairment and plant closing costs. We expect
to record additional restructuring expenses of approximately $4 million through 2021.

Beginning in the third quarter of 2020, our Polyurethanes segment implemented a restructuring program to optimize its

downstream footprint. In connection with this restructuring program, we recorded restructuring expense of approximately $12 million
for the year ended December 31, 2020, and we expect to record further restructuring expenses of between approximately $15 million
and $20 million through 2021.

Beginning in the second quarter of 2020, our Performance Products segment implemented a restructuring program, primarily
related to workforce reductions, in response to the sale of our Chemical Intermediates Businesses to Indorama. In connection with this
restructuring program, we recorded restructuring expense of approximately $4 million for the year ended December 21, 2020.

Beginning in the second quarter of 2020, our Advanced Materials segment implemented restructuring programs, primarily

related to workforce reductions and accelerated depreciation in connection with the CVC Thermoset Specialties Acquisition, the
alignment of the segment’s commercial organization and optimization of the segment’s manufacturing processes. In connection with
these restructuring programs, we recorded restructuring expense of approximately $10 million for the year ended December 31, 2020.

During 2020, our Textile Effects segment implemented restructuring programs to rationalize and realign structurally across
various functions and certain locations within the segment. In connection with these restructuring programs, we recorded restructuring
expense of approximately $7 million for the year ended December 31, 2020 related primarily to workforce reductions.

2019 RESTRUCTURING ACTIVITIES

In September 2011, we initiated a restructuring program in our Textile Effects segment to close its production facilities and

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

2018 RESTRUCTURING ACTIVITIES

In 2011, we implemented a significant restructuring of our Textile Effects segment (the “Textile Effects Restructuring Plan”),

including the closure of our production facilities and business support offices in Basel, Switzerland. In connection with this plan, we
recorded restructuring reserves covering, among other things, a non-cancelable long-term service agreement. In the fourth quarter of
2018, we settled this agreement in exchange for the payment of $10 million, $8 million of which was paid in 2019 and $2 million will be
paid in 2023. In connection with this settlement, we reversed the related restructuring reserve and recorded a net credit of $29 million in
the fourth quarter of 2018. In addition, during 2018, we recorded a credit of $4 million primarily related to a gain on the sale of land at
the Basel, Switzerland site.

Our Corporate and other segment recorded restructuring expense of $15 million in 2018 related to corporate initiatives.

14. OTHER NONCURRENT LIABILITIES

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

Pension liabilities ................................................................................................................................. $
Other postretirement benefits ...............................................................................................................
Employee benefit accrual.....................................................................................................................
Other ....................................................................................................................................................
Total .................................................................................................................................................... $

680 $
59
44
127
910 $

650
55
38
155
898

December 31,

2020

2019

15. DEBT

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

December 31, December 31,

2020

2019

Senior Credit Facilities:

Revolving facility ................................................................................................................................ $
Amounts outstanding under A/R programs .............................................................................................
Term loan ................................................................................................................................................
Senior notes .............................................................................................................................................
Variable interest entities ..........................................................................................................................
Other .......................................................................................................................................................
Total debt ................................................................................................................................................ $
Total current portion of debt ................................................................................................................... $
Long-term portion of debt .......................................................................................................................
Total debt ............................................................................................................................................... $

— $
—
—
2,047
50
24
2,121 $
593 $
1,528
2,121 $

40
167
103
1,963
65
51
2,389
212
2,177
2,389

DIRECT AND SUBSIDIARY DEBT

Substantially all of our debt, including the facilities described below, has been incurred by our subsidiaries (primarily

Huntsman International); we are not a guarantor of such subsidiary debt.

Certain of our subsidiaries have third-party debt agreements. These debt agreements contain certain restrictions with regard to

dividends, distributions, loans or advances. In certain circumstances, the consent of a third party would be required prior to the transfer of
any cash or assets from these subsidiaries to us.

Debt Issuance Costs

We record debt issuance costs related to a debt liability on the balance sheets as a reduction in the face amount of that debt
liability. As of December 31, 2020 and 2019, the amount of debt issuance costs directly reducing the debt liability was $9 million and
$11 million, respectively. We record the amortization of debt issuance costs as interest expense.

Revolving Credit Facility

On May 21, 2018, we entered into the Revolving Credit Facility. Borrowings under the Revolving Credit Facility will bear

interest at the rates specified in the credit agreement governing the Revolving Credit Facility, which will vary based on the type of loan

and our debt ratings. Unless earlier terminated, the Revolving Credit Facility will mature in May 2023. We may increase the Revolving
Credit Facility commitments up to an additional $500 million, subject to the satisfaction of certain conditions.

In connection with entering into the Revolving Credit Facility, we terminated all commitments and repaid all obligations under
our previous $650 million senior secured revolving credit facility. In addition, we recognized a loss of early extinguishment of debt of $3
million. As of December 31, 2020, our Revolving Credit Facility was as follows (dollars in millions):

Unamortized
Discounts and
Debt Issuance
Costs

Carrying
Value

Committed Principal
Amount

Outstanding

Facility
Revolving Credit Facility .............. $

1,200 $

—(1) $

— (1) $

Interest Rate(2)
—(1) USD LIBOR plus

Maturity
2023

1.50%

(1) On December 31, 2020, we had an additional $6 million (U.S. dollar equivalents) of letters of credit and bank guarantees issued and

outstanding under our Revolving Credit Facility.

(2) Interest rates on borrowings under the Revolving Credit Facility vary based on the type of loan and our debt ratings. The then

applicable interest rate as of December 31, 2020 was 1.50% above LIBOR.

Term Loan Credit Facility

On September 24, 2019, we entered into the 2019 Term Loan, pursuant to which we borrowed an aggregate principal amount
of €92 million (or $101 million equivalent). We used the net proceeds from the 2019 Term Loan to finance our acquisition of the 50%
noncontrolling interest that we did not own in the Sasol-Huntsman maleic anhydride joint venture. On September 22, 2020 we repaid the
2019 Term Loan in full at maturity.

A/R Programs

Our 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.

In April 2019, we entered into amendments to the EU A/R Program (the “European Amendment”) and the U.S. A/R Program
(the “U.S. Amendment”). The European Amendment, among other things, extended the scheduled commitment termination date of the
loan facility to April 2022, reduced the facility maximum funding availability from €150 million to €100 million and made certain other
amendments. The U.S. Amendment, among other things, extended the scheduled commitment termination date of the loan facility to
April 2022 and made certain other amendments.

In December 2019, we entered into amendments to the U.S. A/R Program and the EU A/R Program. The European amendment

allowed the removal of pledged obligors related to the Chemical Intermediates Businesses sold to Indorama. The U.S. amendment
allowed the removal of pledged obligors related to the Chemical Intermediates Businesses sold to Indorama as well as reduced the
maximum funding capacity from $250 million to $150 million upon completion of the sale on January 3, 2020.

In October 2020, we entered into an amendment to the U.S. A/R Program to account for certain internal reorganization

activities related to CVC Thermoset Specialties Acquisition.

Information regarding our A/R Programs as of December 31, 2020 was as follows (monetary amounts in millions):

Facility
U.S. A/R Program ............... April 2022 $
EU A/R Program ................. April 2022 €

Maturity

Availability(1)

150 $
100 €

Maximum Funding

Amount
Outstanding

Interest Rate(2)
Applicable rate plus 0.90%
Applicable rate plus 1.30%

—(3)
—

(or approximately $123)

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

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

is either GBP LIBOR, USD LIBOR or EURIBOR.

(3) As of December 31, 2020, we had approximately $4 million (U.S. dollar equivalents) of letters of credit issued and outstanding

under our U.S. A/R Program.

As of December 31, 2020 and December 31, 2019, $198 million and $221 million, respectively, of accounts receivable were

pledged as collateral under our A/R Programs.

Notes

As of December 31, 2020, we had outstanding the following notes (monetary amounts in millions):

Notes
2021 Senior Notes .............
2022 Senior Notes .............
2025 Senior Notes .............
2029 Senior Notes .............

Maturity
April 2021
November 2022
April 2025
February 2029

Interest Rate
5.125%
5.125%
4.250%
4.500%

Amount Outstanding
€445 (€445 carrying value $(545))
$400 ($399 carrying value)
€300 (€298 carrying value $(366))
$750 ($737 carrying value)

Unamortized
Premiums,
Discounts
and Debt
Issuance Costs
—
$
1
2
13

The 2021, 2022, 2025 and 2029 Senior Notes are general unsecured senior obligations of ours. The indentures impose certain

limitations on our ability to, among other things, incur additional indebtedness secured by any principal properties, incur indebtedness of
nonguarantor subsidiaries, enter into sale and leaseback transactions with respect to any principal properties and consolidate or merge
with or into any other person or lease, sell or transfer all or substantially all of our properties and assets. Upon the occurrence of certain
change of control events, holders of the 2021, 2022, 2025 and 2029 Senior Notes will have the right to require that we purchase all or a
portion of such holder’s 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.

On March 13, 2019, we completed a $750 million offering of our 2029 Senior Notes. On March 27, 2019, we applied the net

proceeds of the offering of the 2029 Senior Notes to redeem in full $650 million in aggregate principal amount of our 2020 Senior Notes
and also paid associated costs and accrued interest of $21 million and $12 million, respectively. In addition, we recognized a loss on early
extinguishment of debt of $23 million.

The 2029 Senior Notes bear interest at 4.50% per year, payable semi-annually on May 1 and November 1, and will mature on

May 1, 2029. We may redeem the 2029 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. We may redeem the 2029 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.

Redemption of the 2021 Senior Notes

On January 15, 2021, we redeemed in full €445 million (approximately $541 million) in aggregate principal amount of our

2021 Senior Notes at the redemption price equal to 100% of the principal amount of the notes, plus accrued and unpaid interest to, but
not including, the redemption date.

Variable Interest Entity Debt

As of December 31, 2020, AAC, our consolidated 50%-owned joint venture, had $50 million outstanding under its loan

commitments and debt financing arrangements. As of December 31, 2020, we have $47 million classified as current debt and $3 million
as long-term debt on our consolidated balance sheets. We do not guarantee these loan commitments, and AAC is not a guarantor of any
of our other debt obligations.

COMPLIANCE WITH COVENANTS

Our Revolving Credit Facility contains a financial covenant regarding the leverage ratio of Huntsman International and its

subsidiaries. The Revolving Credit Facility also contains other customary covenants and events of default for credit facilities of this type.
Upon an event of default that is not cured or waived within any applicable cure periods, in addition to other remedies that may be
available to the lenders, the obligations under the 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 our Revolving Credit Facility, which could require us to pay off the balance of the Revolving Credit Facility in full and could
result in the loss of our Revolving Credit Facility.

We believe that we are in compliance with the covenants governing our material debt instruments, including our 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, 2020 are as follows (dollars in

millions):

593
403
1
2
369
753
2,121

16. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

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. On
January 9, 2019, we entered into a six-year $17 million notional value interest rate hedge with a fixed rate of 2.66%. This swap was
designated as a cash flow hedge and the effective portion of the changes in the fair value of the swap was recorded in other
comprehensive (loss) income. In November 2019, we terminated this swap and paid $1 million to our counterparties. This $1 million
settlement will be amortized from accumulated other comprehensive loss to earnings.

During 2020, there were no other reclassifications from accumulated other comprehensive loss to earnings. The actual amount

that will be reclassified to earnings over the next twelve 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 may be managed from time to time through financial market
transactions, principally through the purchase of spot or forward foreign exchange contracts (generally with maturities of three months or
less). We do not 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, 2020 and 2019, we had approximately $145 million and $135 million, respectively, notional
amount (in U.S. dollar equivalents) outstanding in foreign currency contracts with a term of approximately one month.

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 are not 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 are not 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, 2020, we have designated approximately €523 million (approximately $641 million) of euro-denominated

debt as a hedge of our net investment. For the years ended December 31, 2020, 2019 and 2018, the amounts recognized on the hedge of
our net investment were a loss of $66 million, a gain of $14 million and a gain of $35 million, respectively, and were recorded in other
comprehensive (loss) income.

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 do not generally hedge our commodity exposures.

17. FAIR VALUE

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

December 31, 2020

December 31, 2019

Non-qualified employee benefit plan investments .................................. $
Option agreement for remaining Venator shares .....................................
Long-term debt (including current portion).............................................

26 $
11
(2,121)

26 $
11
(2,334)

Carrying

Value

Estimated Carrying
Fair Value

Value

Estimated
Fair Value
28
—
(2,544)

28 $
—
(2,389)

The carrying amounts reported in the balance sheets of cash and cash equivalents, accounts receivable and accounts payable

approximate fair value because of the immediate or short-term maturity of these financial instruments. Our investment in Venator is
marked to fair value, which is obtained through market observable pricing using prevailing market prices (Level 1). Additionally, the
estimated fair value of the option agreement related to the remaining ordinary shares we hold in Venator is based on a valuation
technique using market observable inputs (Level 2). See “Note 4. Discontinued Operations and Business Dispositions—Separation and
Deconsolidation of Venator.” The fair values of non-qualified employee benefit plan investments are obtained through market observable
pricing using prevailing market prices (Level 1). The estimated fair values of our long-term debt are based on quoted market prices for
the identical liability when traded in an active market (Level 1). The fair value estimates presented herein are based on pertinent
information available to management as of December 31, 2020 and 2019. Although management is not aware of any factors that would
significantly affect the estimated fair value amounts, such amounts have not been comprehensively revalued for purposes of these
financial statements since December 31, 2020, and current estimates of fair value may differ significantly from the amounts presented
herein.

During the years ended December 31, 2020 and 2019, there were no instruments measured at fair value on a recurring basis

using significant unobservable inputs (Level 3), and there were no gains or losses (realized or unrealized) included in earnings for
instruments categorized as Level 3 within the fair value hierarchy.

18. REVENUE RECOGNITION

The following table disaggregates our revenue by major source for the years ended December 31, 2020, 2019 and 2018 (dollars

in millions):

Polyurethanes

Performance
Products

Advanced
Materials

Textile
Effects

Corporate
and

Eliminations Total

2020
Primary Geographic Markets(1)
U.S. and Canada .............................................. $
Europe .............................................................
Asia Pacific .....................................................
Rest of world ...................................................
$

Major Product Groupings
MDI urethanes ................................................ $
Differentiated ..................................................
Specialty ..........................................................
Non-specialty ..................................................
Textile chemicals and dyes .............................
Eliminations ....................................................
$

1,362 $
961
997
264
3,584 $

3,584
$

447 $
252
260
64
1,023 $

1,023
$

217 $
319
224
79
839 $

48 $
98
360
91
597 $

746
93
$

597
$
597 $

(23) $
(1)
—
(1)
(25) $

(25)
(25) $

2,051
1,629
1,841
497
6,018

3,584
1,023
746
93
597
(25)
6,018

3,584 $

1,023 $

839 $

Polyurethanes

Performance
Products

Advanced
Materials

Textile
Effects

Corporate
and

Eliminations Total

2019
Primary Geographic Markets(1)
U.S. and Canada .............................................. $
Europe .............................................................
Asia Pacific .....................................................
Rest of world ...................................................
$

2018
Primary Geographic Markets(1)
U.S. and Canada .............................................. $
Europe .............................................................
Asia Pacific .....................................................
Rest of world ...................................................
$

Polyurethanes

Performance
Products

Advanced
Materials

Textile
Effects

Corporate
and

Eliminations Total

1,475 $
1,051
1,078
307
3,911 $

3,911
$

1,426 $
1,277
1,236
343
4,282 $

4,282
$

531 $
316
248
63
1,158 $

289 $
410
269
76
1,044 $

62 $
128
446
127
763 $

1,158
$

891
153
$

3,911 $

1,158 $

1,044 $

763
$
763 $

586 $
368
278
69
1,301 $

285 $
445
301
85
1,116 $

68 $
135
485
136
824 $

1,301
$

932
184
$

4,282 $

1,301 $

1,116 $

824
$
824 $

(64) $
(9)
(2)
(4)
(79) $

(79)
(79) $

2,293
1,896
2,039
569
6,797

3,911
1,158
891
153
763
(79)
6,797

122 $
(16)
(24)
(1)
81 $

81
81 $

2,487
2,209
2,276
632
7,604

4,282
1,301
932
184
824
81
7,604

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

19. 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 employees not 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. The
conversion to the cash balance plan did not have a significant impact on the accrued benefit liability, the funded status or ongoing
pension expense.

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 LLC 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 post retirement benefit plans were closed to new entrants.

Our postretirement benefit plans provide access to two fully insured Medicare Part D plans including prescription drug benefits
affected by the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (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 do not collect a

subsidy and our net periodic postretirement benefits cost, and related benefit obligation, do not reflect an amount associated with the
subsidy. We do not 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 our plans and the amounts recognized in our consolidated balance sheets at

December 31, 2020 and 2019 (dollars in millions):

Defined Benefit Plans

Other Postretirement Benefit Plans

2020

2019

2020

2019

Non-
U.S.

U.S.
Plans Plans Plans Plans Plans Plans Plans Plans

U.S.

Non-
U.S.

Change in benefit obligation

Benefit obligation at beginning of year ..................... $ 1,024 $ 2,377 $
31
Service cost ...............................................................
25
Interest cost ...............................................................
6
Participant contributions ...........................................
—
Plan amendments ......................................................
200
Foreign currency exchange rate changes ...................
(10)
Settlements/curtailments/divestitures ........................
116
Actuarial (gain) loss ..................................................
(74)
Benefits paid .............................................................

956 $ 2,157 $
30
20
37
41
6
—
(9)
—
7
—
(2)
20
224
65
(73)
(78)
Benefit obligation at end of year ................................. $ 1,091 $ 2,671 $ 1,024 $ 2,377 $

21
37
—
—
—
(2 )
87
(76 )

60 $ — $
—
1
—
2
—
2
—
—
—
—
—
—
—
9
(9)
—
65 $ — $

59 $ —
—
1
—
3
—
2
—
—
—
—
—
1
—
—
(6)
—
60 $ —

Change in plan assets

Fair value of plan assets at beginning of year............ $
Actual return on plan assets ......................................
Foreign currency exchange rate changes ...................
Participant contributions ...........................................
Settlement/transfers/divestitures ...............................
Company contributions .............................................
Benefits paid .............................................................
Fair value of plan assets at end of year ...................... $

790 $ 1,960 $
143
99
161
—
6
—
(11)
(1 )
54
40
(74)
(76 )
866 $ 2,225 $

697 $ 1,751 $ — $ — $ — $ —
—
107
—
—
—
—
—
19
45
—
—
(78)
790 $ 1,960 $ — $ — $ — $ —

224
11
6
(2)
43
(73)

—
—
—
—
—
—

—
—
2
—
4
(6)

—
—
2
—
7
(9)

Funded status
Fair value of plan assets ................................................ $
Benefit obligation .......................................................... 1,091 2,671 1,024 2,377
(417) $
Accrued benefit cost .................................................... $

866 $ 2,225 $

790 $ 1,960 $ — $ — $ — $ —
—
60
(60) $ —

—
65
(65) $ — $

(225 ) $

(234) $

(446) $

Amounts recognized in balance sheet:
Noncurrent asset ............................................................ $ — $
(5 )
Current liability .............................................................
(220 )
Noncurrent liability .......................................................
(225 ) $
Total ............................................................................. $

20 $ — $
(5)
(6)
(229)
(460)
(234) $
(446) $

10 $ — $ — $ — $ —
—
(6)
(5)
(55)
(421)
—
(60) $ —
(417) $

—
(6)
(59)
—
(65) $ — $

Defined Benefit Plans

Other Postretirement Benefit Plans

2020

2019

2020

2019

Non-
U.S.

U.S.
Plans Plans Plans Plans Plans Plans Plans Plans

U.S.

Non-
U.S.

Amounts recognized in accumulated other

comprehensive loss:

Net actuarial loss .................................................. $
Prior service credit ...............................................
Total .................................................................... $

363 $
(9 )
354 $

874 $
(27)
847 $

394 $
(11)
383 $

840 $
(32)
808 $

26 $ — $
(25) —
1 $ — $

20 $ —
(33) —
(13) $ —

During 2020, the overall increases in our U.S. pension and other postretirement benefit plan obligations were primarily due to
decreases in discount rates. The overall increase in our non-U.S. pension plan obligation was primarily due to decreases in discount rates
in Switzerland, Germany, The Netherlands and the U.K., as well as foreign currency exchange rate changes in Switzerland, The
Netherlands, Germany and Belgium.

During 2019, the overall increases in our U.S. pension and other postretirement benefit plan obligations were primarily due to
decreases in discount rates. The overall increase in our non-U.S. pension plan obligation was primarily due to decreases in discount rates
in Switzerland, Germany, The Netherlands and the U.K.

Components of net periodic benefit costs of continuing operations for the years ended December 31, 2020, 2019 and 2018 were

as follows (dollars in millions):

Defined Benefit Plans

2020

U.S. plans
2019

2018

2020

Non-U.S. plans
2019

2018

Service cost ................................................................... $
Interest cost ...................................................................
Expected return on plan assets ......................................
Amortization of prior service credit ..............................
Amortization of actuarial loss .......................................
Settlement loss ..............................................................
Net periodic benefit cost (credit) ................................ $

21 $
37
(59)
(2)
28
—
25 $

20 $
41
(53)
(2)
23
—
29 $

23 $
39
(54)
(2)
31
2
39 $

31 $
25
(114)
(5)
53
—
(10) $

30 $
37
(102)
(4)
45
1
7 $

32
37
(109)
(5)
38
—
(7)

Other Postretirement Benefit Plans

2020

U.S. plans
2019

2018

2020

Non-U.S. plans
2019

2018

Service cost ................................................................... $
Interest cost ...................................................................
Amortization of prior service credit ..............................
Amortization of actuarial loss .......................................
Net periodic benefit (credit) costs .............................. $

1 $
2
(5)
1
(1) $

1 $
3
(5)
1
— $

2 $
2
(5)
2
1 $

— $
—
—
—
— $

—
—
—
—
—

The amounts recognized in net periodic benefit cost and other comprehensive income (loss) as of December 31, 2020, 2019 and

2018 were as follows (dollars in millions):

Defined Benefit Plans

U.S. plans

Non-U.S. plans

87 $
Current year actuarial loss ....................................................................... $
Amortization of actuarial loss .................................................................
(53)
Current year prior service (credits) cost .................................................. — — — —
2
Amortization of prior service credit ........................................................
5
(2) —
Settlements ..............................................................................................
Total recognized in other comprehensive income (loss) .........................
39
Amounts related to discontinued operations ...........................................
Total recognized in other comprehensive income (loss) in continuing

2020 2019 2018 2020 2019 2018
117
18 $
101 $
(38)
(34)
(45)
4
(10)
4
5
1 —
88
51
(4) — — —

2
(42) —
(5)
(28)
9
17

19 $
(26)

40 $
(28)

(16)

operations ............................................................................................
Net periodic benefit cost .........................................................................
Total recognized in net periodic benefit cost and other

(11)
25

4
29

(20)
39

39
(10)

51
7

88
(7)

comprehensive income (loss) ............................................................ $

14 $

33 $

19 $

29 $

58 $

Other Postretirement Benefit Plans

U.S. plans

Non-U.S. plans

2020 2019 2018 2020 2019 2018
(10) $ — $ — $ —
Current year actuarial loss (gain) ............................................................ $
Amortization of actuarial loss .................................................................
(2) — — —
Current year prior service credit .............................................................. — — — — — —
5
Amortization of prior service credit ........................................................
6 — — —
(1) — — — — —
Settlements ..............................................................................................
2 — — — — —
Curtailment (gain) loss ............................................................................
4
Total recognized in other comprehensive income (loss) .........................
(6) — — —
14
(6) — — — —
Amounts related to discontinued operations ........................................... —
Total recognized in other comprehensive income (loss) in continuing

9 $ — $
(1)
(1)

14
(2)
(1) —

(6) — — —
1 — — —

comprehensive income (loss) ............................................................ $

13 $

(2) $

(5) $ — $ — $ —

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:

Defined Benefit Plans

U.S. plans

Non-U.S. plans

2020 2019 2018 2020 2019 2018

Projected benefit obligation

Discount rate ....................................................................................... 2.82% 3.59% 4.39% 0.69% 1.07% 1.75%
Rate of compensation increase ............................................................ 4.09% 4.09% 4.10% 2.59% 2.65% 2.95%
Interest credit rate ................................................................................ 5.15% 5.15% 5.15% 0.33% 0.49% 1.04%

Net periodic pension cost

Discount rate ....................................................................................... 3.59% 4.39% 3.74% 1.07% 1.75% 1.65%
Rate of compensation increase ............................................................ 4.09% 4.07% 4.10% 2.65% 2.64% 3.38%
Expected return on plan assets ............................................................ 7.52% 7.52% 7.52% 5.89% 5.89% 5.88%
Interest credit rate ................................................................................ 5.15% 5.15% 5.15% 0.49% 1.04% 0.88%

Other Postretirement Benefit Plans

U.S. plans

Non-U.S. plans

2020 2019 2018 2020 2019 2018

Projected benefit obligation

Discount rate ...................................................................................... 2.63% 3.46% 4.26% 2.30% 2.90% 3.50%

Net periodic pension cost

Discount rate ...................................................................................... 3.46% 4.26% 3.58% 2.90% 3.50% 3.30%

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, 2020 and 2019 were as follows (dollars in millions):

Projected benefit obligation in excess of plan assets
Projected benefit obligation ............................................................... $
Fair value of plan assets .....................................................................

1,091 $
866

1,024 $
790

2,017 $
1,551

2,203
1,777

U.S. plans

Non-U.S. plans

2020

2019

2020

2019

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, 2020 and 2019 were as follows (dollars in millions):

U.S. plans

Non-U.S. plans

2020

2019

2020

2019

Accumulated benefit obligation in excess of plan assets
Projected benefit obligation ............................................................... $
Accumulated benefit obligation .........................................................
Fair value of plan assets .....................................................................

1,091 $
1,073
866

1,024 $
1,019
790

1,203 $
1,116
746

1,066
991
664

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

U.S. Plans

Non-U.S. Plans

Other
Postretirement
Benefit
Plans

Defined
Benefit
Plans

2021 expected employer contributions

To plan trusts ............................................................ $

14 $

6 $

40 $

Expected benefit payments

2021 ..........................................................................
2022 ..........................................................................
2023 ..........................................................................
2024 ..........................................................................
2025 ..........................................................................
2026 – 2030 ...............................................................

6
6
5
5
5
24

86
87
92
90
92
493

59
65
70
66
100
316

—

—
—
—
—
—
—

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, and not 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.

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 obtain third-party
appraisals at least annually, which use valuation techniques and inputs specific to the applicable property, market, or geographic location.
During 2020, there was a transfer into Level 3 assets of approximately $11 million due to a change in the significance of unobservable
inputs for one investment, which is immaterial. This investment is included within the real estate/other category.

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 $3.1 billion and $2.8 billion at December 31, 2020 and 2019,

respectively. The following plan assets are measured at fair value on a recurring basis (dollars in millions):

Asset category
U.S. pension plans:

Fair Value Amounts Using

Quoted prices in
active markets for Significant other

Significant

December 31,
2020

identical
assets (Level 1)

observable inputs unobservable inputs

(Level 2)

(Level 3)

Equities .................................................... $
Fixed income ............................................
Real estate/other .......................................
Cash .........................................................
Total U.S. pension plan assets ........... $

Non-U.S. pension plans:

481 $
323
62
—
866 $

564 $
971
628
62
2,225 $

315 $
242
—
—
557 $

229 $
610
93
59
991 $

166 $
81
—
—
247 $

335 $
361
459
3
1,158 $

—
—
62
—
62

—
—
76
—
76

Asset category
U.S. pension plans:

Fair Value Amounts Using

Quoted prices in
active Markets for Significant other

Significant

December 31,
2019

identical
assets (Level 1)

Observable inputs Unobservable inputs

(Level 2)

(Level 3)

Non-U.S. pension plans:

422 $
301
67
—
790 $

535 $
847
505
73
1,960 $

283 $
220
—
—
503 $

228 $
560
99
72
959 $

139 $
81
—
—
220 $

307 $
287
349
1
944 $

—
—
67
—
67

—
—
57
—
57

The following table reconciles the beginning and ending balances of plan assets measured at fair value using unobservable

inputs (Level 3) (dollars in millions):

Real Estate/Other

Year ended December 31,

2020

2019

Fair Value Measurements of Plan Assets Using Significant Unobservable Inputs (Level 3)
Balance at beginning of period ................................................................................................................ $
Return on pension plan assets .................................................................................................................
Purchases, sales and settlements .............................................................................................................
Transfers into (out of) Level 3 ................................................................................................................
Balance at end of period ....................................................................................................................... $

124 $
5
(2)
11
138 $

121
4
(1)
—
124

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 5.68% and 7.53%. The asset allocation for our pension plans at December 31,
2020 and 2019 and the target allocation for 2021, by asset category are as follows:

Asset category
U.S. pension plans:

Target

Allocation Allocation at December 31,

2021

2020

2019

Equities ..................................................................................................................
Fixed income ..........................................................................................................
Real estate/other .....................................................................................................
Cash .......................................................................................................................
Total U.S. pension plans ..................................................................................

Non-U.S. pension plans:

Equities ..................................................................................................................
Fixed income ..........................................................................................................
Real estate/other .....................................................................................................
Cash .......................................................................................................................
Total non-U.S. pension plans ...........................................................................

54%
39%
4%
3%
100%

26%
48%
14%
12%
100%

56%
37%
7%
—%
100%

25%
44%
28%
3%
100%

54%
38%
8%
—%
100%

27%
43%
26%
4%
100%

Equity securities in our pension plans did not include any direct investments in equity securities of our Company or our

affiliates at the end of 2020.

DEFINED CONTRIBUTION PLANS—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%). During 2014, we
closed this plan to non-union participants, and in 2015, 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 may elect 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 are not 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.

Our total combined expense for the above defined contribution plans for each of the years ended December 31, 2020, 2019 and

2018 was $17 million, $17 million and $16 million, respectively.

DEFINED CONTRIBUTION PLANS—NON-U.S

We have defined contribution plans in a variety of non-U.S. locations.

All UK associates are eligible to participate in the Huntsman UK Pension Plan, a contract-based arrangement with a third party.

Company contributions vary by business during a five-year transition period. Plan participants elect to make voluntary contributions to
this plan up to a specified amount of their compensation. We contribute a matching amount not to exceed 12% of the participant’s salary
for new hires and 15% of the participant’s salary for all other participants.

Our total combined expense for these defined contribution plans for the years ended December 31, 2020, 2019 and 2018 was

$3 million, $4 million and $4 million, respectively, primarily related to the Huntsman UK Pension Plan.

SUPPLEMENTAL SALARY DEFERRAL PLAN AND SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

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 were not
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, 2005 to allow eligible executive employees to comply with Section 409A of the Internal Revenue Code
of 1986.

The Huntsman Supplemental Executive Retirement Plan (the “SERP”) is an unfunded non-qualified pension plan established to

provide certain executive employees with benefits that could not 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.

Assets of these plans are included in other noncurrent assets and as of December 31, 2020 and 2019 were $44 million and
$39 million, respectively. During each of the years ended December 31, 2020, 2019 and 2018, we expensed a total of $1 million as
contributions to the SSP and the SERP.

STOCK-BASED INCENTIVE PLAN

On May 5, 2016, our stockholders approved a new Huntsman Corporation 2016 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, but no further awards may be
granted under the Prior Plan. Under the 2016 Stock Incentive Plan, we may grant 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 may be granted
solely to employees. The terms of the grants under both the 2016 Stock Incentive Plan and the Prior Plan are fixed at the grant date. As of
December 31, 2020, we had approximately 7 million shares remaining under the 2016 Stock Incentive Plan available for grant. See “Note
24. 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.

20. INCOME TAXES

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

Year ended December 31,

2020

2019

2018

Income tax expense (benefit):
U.S.

Current ............................................................................................................... $
Deferred .............................................................................................................

(216 ) $
167

(17 ) $
(181 )

Non-U.S.

Current ...............................................................................................................
Deferred .............................................................................................................
Total ...................................................................................................................... $

90
5
46 $

71
89
(38 ) $

57
(30 )

153
(135 )
45

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 (dollars in millions):

Year ended December 31,
2019

2020

2018

Income from continuing operations before income taxes .................................................. $
Expected tax expense at U.S. statutory rate of 21% .......................................................... $
Change resulting from:

State tax expense net of federal benefit .........................................................................
Non-U.S. tax rate differentials ......................................................................................
Other non-U.S. tax effects, including nondeductible expenses and other withholding

taxes ..........................................................................................................................
U.S. Tax Reform Act impact .........................................................................................
Currency exchange gains/losses(net) ............................................................................
Venator investment basis difference and fair market value adjustments .......................
Tax losses related to Venator investment ......................................................................
Non-U.S. income subject to U.S. tax not offset by U.S. foreign tax credits ..................
Tax authority audits and dispute resolutions .................................................................
Share-based compensation excess tax benefits..............................................................
Change in valuation allowance......................................................................................
Deferred tax effects of non-U.S. tax rate changes .........................................................
Impact of equity method investments............................................................................
Sale of the India-based DIY business ............................................................................
Non-U.S. withholding tax on repatriated earnings, net of U.S. foreign tax credits .......
Other U.S. tax effects, including nondeductible expenses and other credits .................
Total income tax expense (benefit) ................................................................................... $

337 $
71 $

(4)
16

5
—
—
—
—
7
1
(1)
(14)
(2)
(10)
(35)
20
(8)
46 $

391 $
82 $

(3)
9

13
(1)
(5)
(199)
(18)
7
(6)
(4)
56
36
(13)
—
6
2
(38) $

734
154

(1 )
27

8
32
(10 )
18
—
16
5
(14 )
(185 )
(2 )
(14 )

11
—
45

During 2020, 2019 and 2018, the average statutory rate for countries with pre-tax income (in 2020, primarily our operations in

China (25% statutory rate), the Netherlands (25% statutory rate), India (25% statutory rate) and Luxembourg (25% statutory rate), was
higher than the average statutory rate for countries with pre-tax losses, resulting in a net expense of $16 million, $9 million and $27
million, respectively, as compared to the 21% U.S. statutory rate reflected in the reconciliation above. In certain non-U.S. tax
jurisdictions, our U.S. GAAP functional currency is different than the local tax currency. As a result, foreign exchange gains and losses
will impact our effective tax rate. For 2020, 2019 and 2018, this resulted in tax benefits of nil, a $5 million and $10 million, respectively.

In 2019, we recorded $199 million of deferred tax assets in connection with our tax basis in our Venator investment being

greater than our book basis, which deferred tax asset was partially offset by a valuation allowance of $46 million (for a net tax benefit of
$153 million), as further discussed below. Effective January 1, 2019, Switzerland reduced certain conditional income tax rates resulting
in a decrease in our net deferred tax assets and a corresponding noncash income tax expense of $32 million for the year ended December
31, 2019.

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 blended 13.125% non-
U.S. tax rate. Our non-U.S. income is subject to a blended rate greater than 13.125%; 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. For 2020, 2019 and 2018 we have incurred $7 million, $7 million and $16 million, respectively, of tax expense resulting from
these expense allocations.

The 2020 sale of the India-based DIY business created a global taxable gain different than the gain for U.S. GAAP
purposes. Because this transaction was the disposition of a legal entity in India, we paid only India capital gains tax on the transaction.
The difference in the global taxation of this transaction and the U.S. GAAP gain at the U.S. statutory tax rate was $35 million.

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

U.S. ........................................................................................................................ $
Non-U.S. ................................................................................................................
Total ....................................................................................................................... $

(231 ) $
568
337 $

(106 ) $
497
391 $

(38 )
772
734

Year ended December 31,

2020

2019

2018

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

December 31,

2020

2019

Deferred income tax assets:

Net operating loss carryforwards .................................................................................................... $
Pension and other employee compensation ....................................................................................
Property, plant and equipment ........................................................................................................
Intangible assets ..............................................................................................................................
Basis difference in Venator investment ..........................................................................................
Operating leases ..............................................................................................................................
Capital loss carryovers ....................................................................................................................
Deferred interest .............................................................................................................................
Other, net ........................................................................................................................................
Total ................................................................................................................................................ $

Deferred income tax liabilities:

Property, plant and equipment ........................................................................................................ $
Pension and other employee compensation ....................................................................................
Intangible assets ..............................................................................................................................
Unrealized currency gains ...............................................................................................................
Operating leases ..............................................................................................................................
Other, net ........................................................................................................................................
Total ................................................................................................................................................ $
Net deferred tax asset before valuation allowance .............................................................................. $
Valuation allowance—net operating losses and other.........................................................................
Net deferred tax asset .......................................................................................................................... $
Non-current deferred tax asset ............................................................................................................
Non-current deferred tax liability .......................................................................................................
Net deferred tax asset .......................................................................................................................... $

258 $
184
15
52
35
111
30
28
44
757 $

(249 ) $
(4 )
(72 )
(14 )
(114 )
(22 )
(475 ) $
282 $
(206 )
76 $
288
(212 )
76 $

281
172
15
56
199
98
11
19
42
893

(218 )
(1 )
(27 )
(43 )
(102 )
(8 )
(399 )
494
(231 )
263
292
(29 )
263

We evaluate deferred tax assets to determine whether it is more likely than not that they will be realized. Valuation allowances
are reviewed each period on a tax jurisdiction by 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 businesses and 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. Our judgments regarding valuation allowances are also influenced by factors outside of business
results, including the costs and risks associated with any tax planning idea associated with utilizing a deferred tax asset.

We have gross net operating losses (“NOLs”) of $1,037 million ($240 million tax-effected) in various non-U.S. jurisdictions.
While the majority of the non-U.S. NOLs have no expiration date, $119 million ($20 million tax-effected) have a limited life (of which
$60 million ($9 million tax-effected) are subject to a valuation allowance) and $57 million ($8 million tax-effected) are scheduled to
expire in 2021, all of which are subject to a valuation allowance). We had $107 million ($17 million tax-effected) and $111 million ($16
million tax-effected) of NOLs expire unused in 2020 and 2019, respectively, all of which were subject to a valuation allowance.

We have gross U.S. federal NOLs of $71 million ($15 million tax-effected), which were primarily acquired through
acquisitions subject to tax change of control limitations. We expect to be able to utilize the all of these NOLs, and therefore they are not
subject to a valuation allowance.

Included in the $1,037 million of gross non-U.S. NOLs is $472 million ($118 million tax-effected) attributable to our
Luxembourg entities. As of December 31, 2020, due to the uncertainty surrounding the realization of the benefits of these losses, there is
a valuation allowance of $63 million against these net tax-effected NOLs of $118 million.

We have $30 million tax-effected U.S. capital loss carryovers generated in 2020. Capital loss carryovers may only be utilized

against capital gains and have a 5-year carryforward period. We have placed a full valuation allowance against all of these capital loss
carryovers.

During 2019, based on our expectation that our remaining interest in Venator would be sold on or before December 31, 2023,

we recorded $153 million of deferred tax benefit relating to the portion of the $199 million tax basis greater than book basis in our
Venator investment. We expected to be able to utilize such future capital losses on our Venator investment against capital gains
anticipated on the sale of our Chemical Intermediates Businesses. We established a valuation allowance of $46 million on the excess
unrealizable built-in capital loss deferred tax asset. We also recognized $18 million of tax benefit relating to realized tax losses on our
Venator investment. During 2020, we sold approximately 42.4 million ordinary shares of our remaining interest in Venator, which

allowed us to utilize the expected portion of the losses against the gains on the sale of the Chemical Intermediates Businesses.
Incremental changes to the deferred tax assets relating to the excess capital loss carryover and excess built-in capital loss in our
remaining interest in Venator, as a result of the U.S. GAAP fair value adjustments to the Venator investment and related loss on
disposal, are offset by a full valuation allowance.

During 2019, we also established $11 million of valuation allowances on the remaining Australia NOLs that are no longer

more-likely-than-not realizable following the sale of the Australia portion of our Chemical Intermediates Businesses.

During 2018, we released valuation allowances of $132 million. We released significant valuation allowances on certain net
deferred tax assets in Switzerland based upon the increased and sustained profitability in our Advanced Materials and Textile Effects
businesses. Given Switzerland’s limited seven-year carryover of NOLs, we expect that some of our NOLs will expire unused. Therefore,
we recorded a partial release of the valuation allowance of $80 million in the second quarter of 2018. In addition, based upon the
separation of Venator from our U.K. combined group and the increased and sustained profitability in our Polyurethanes business in the
U.K., we released significant valuation allowances on certain net deferred tax assets in the U.K. Because the U.K. places limitations on
the utilization of certain NOLs and limitations on other deferred tax assets, we recorded a partial valuation allowance release of $15
million in the second quarter of 2018. We also released $24 million of valuation allowances on certain net deferred tax assets in
Luxembourg in the third quarter of 2018 as a result of changes in estimated future taxable income resulting from increased intercompany
receivables and, therefore, increased income in Luxembourg, our primary treasury center outside of the U.S.

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):

2020

2019

2018

Valuation allowance as of January 1 .............................................................................. $
Valuation allowance as of December 31 ........................................................................
Net decrease (increase) ..................................................................................................
Foreign currency movements .........................................................................................
Decrease to deferred tax assets with no impact on operating tax expense, including an

offsetting (decrease) increase to valuation allowances ..............................................
Change in valuation allowance per rate reconciliation ................................................... $
Components of change in valuation allowance affecting tax expense:

Pre-tax income and losses in jurisdictions with valuation allowances resulting in no

tax expense or benefit ............................................................................................ $
Releases of valuation allowances in various jurisdictions..........................................
Establishments of valuation allowances in various jurisdictions ...............................
Change in valuation allowance per rate reconciliation ................................................... $

231 $
206
25
6

(17 )
14 $

14 $
—
—
14 $

215 $
231
(16 )
—

(40 )
(56 ) $

(133 ) $
—
77
(56 ) $

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

Unrecognized tax benefits as of January 1 ............................................................................................ $
Gross increases and decreases—tax positions taken during a prior period ...........................................
Gross increases and decreases—tax positions taken during the current period .....................................
Decreases related to settlements of amounts due to tax authorities .......................................................
Reductions resulting from the lapse of statutes of limitation ................................................................
Foreign currency movements ................................................................................................................
Unrecognized tax benefits as of December 31 .................................................................................. $

28 $
2
1
(12 )
(2 )
(1 )
16 $

2020

2019

412
215
197
3

(15 )
185

53
132
—
185

26
4
1
—
(4 )
1
28

As of December 31, 2020 and 2019, the amount of unrecognized tax benefits (not including interest and penalty expense)

which, if recognized, would affect the effective tax rate is $16 million and $15 million, respectively.

During 2020, we concluded and settled tax examinations in the U.S. (various states), Thailand and Korea. During 2019, we

concluded and settled tax examinations in the U.S. (federal and various states). During 2018, we concluded and settled tax examinations
in various jurisdictions, including but not limited to, Egypt and the U.S. (federal and various states).

During 2020, for unrecognized tax benefits that impact tax expense, we recorded a net increase in unrecognized tax benefits

with a corresponding income tax expenses (not including interest and penalty expense) of $1 million. During 2019, for unrecognized tax
benefits that impacted tax expense, we recorded a net decrease in unrecognized tax benefits with a corresponding income tax benefit (not
including interest and penalty expense) of $10 million. During 2018, for unrecognized tax benefits that impact tax expense, we recorded a

net increase in unrecognized tax benefits with a corresponding income tax expenses (not including interest and penalty expense) of
$5 million.

In accordance with our accounting policy, we continue to recognize interest and penalties accrued related to unrecognized tax

benefits in income tax expense.

Interest expense included in tax expense ..................................................................... $
Penalties expense included in tax expense ...................................................................

1 $
—

2 $
2

Year ended December 31,

2020

2019

2018

Accrued liability for interest .................................................................................................................... $
Accrued liability for penalties ..................................................................................................................

4 $
—

December 31,

2020

2019

—
—

5
2

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:

Tax Jurisdiction
Belgium .....................................................................................................................................
China .........................................................................................................................................
France........................................................................................................................................
Germany ....................................................................................................................................
Hong Kong ................................................................................................................................
India ..........................................................................................................................................
Italy ...........................................................................................................................................
Japan .........................................................................................................................................
Mexico ......................................................................................................................................
Spain .........................................................................................................................................
Switzerland ...............................................................................................................................
The Netherlands ........................................................................................................................
Thailand ....................................................................................................................................
United Kingdom ........................................................................................................................
United States federal .................................................................................................................

Open Tax Years
2018 and later
2010 and later
2018 and later
2016 and later
2014 and later
2004 and later
2015 and later
2017 and later
2014 and later
2013 and later
2014 and later
2016 and later
2013 and later
2017 and later
2017 and later

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 non-U.S. 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 $0 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 corresponding 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 may
be repatriated without incurring additional U.S. tax liability. Such repatriation may potentially be subject to limited foreign withholding
taxes. We intend to continue to invest most of these earnings indefinitely within the local countries and do not 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.

21. COMMITMENTS AND CONTINGENCIES

PURCHASE COMMITMENTS

We have various purchase commitments extending through 2039 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 beyond one year or are renewable annually and have been renewed for 2020. 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 if no volume is purchased. We believe that all of our purchase obligations will be utilized in our normal operations. We made

minimum payments of $2 million, $1 million and nil for the years ended December 31, 2020, 2019 and 2018, respectively, under such
take or pay contracts without taking the product.

Total purchase commitments as of December 31, 2020 are as follows (dollars in millions):

1,413
982
818
696
648
1,924
6,481

LEGAL MATTERS

We are a party to various proceedings instituted by private plaintiffs, governmental authorities and others arising under

provisions of applicable laws, including various environmental, products liability and other laws. Except as otherwise disclosed in this
report, we do not believe that the outcome of any of these matters will have a material effect on our financial condition, results of
operations or liquidity.

22. ENVIRONMENTAL, HEALTH AND SAFETY MATTERS

EHS CAPITAL EXPENDITURES

We may incur future costs for capital improvements and general compliance under environmental, health and safety (“EHS”)

laws, including costs to acquire, maintain and repair pollution control equipment. For the years ended December 31, 2020, 2019 and
2018, our capital expenditures for EHS matters totaled $28 million, $42 million and $32 million, respectively. Because capital
expenditures for these matters are subject to evolving regulatory requirements and depend, in part, on the timing, promulgation and
enforcement of specific requirements, our capital expenditures for EHS matters have varied significantly from year to year and we cannot
provide assurance that our recent expenditures are indicative of future amounts we may spend related to EHS and other applicable laws.

ENVIRONMENTAL RESERVES

We have accrued liabilities relating to anticipated environmental cleanup obligations, site reclamation and closure costs and

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

ENVIRONMENTAL MATTERS

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

Under the Resource Conservation and Recovery Act (“RCRA”) in the U.S. and similar state laws, we may be required to

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

North Maybe Canyon Mine Remediation

The North Maybe Canyon Mine site is a CERCLA site and involves a former phosphorous mine near Soda Springs, Idaho,

which is believed to have been operated by several companies, including a predecessor company to us. In 2004, the U.S. Forest Service
notified us that we are a CERCLA potentially responsible party (“PRP”) for contamination originating from the site. In February 2010,
we and Wells Cargo (another PRP) agreed to conduct a Remedial Investigation/Feasibility Study of a portion of the site and are currently
engaged in that process. At this time, we are unable to reasonably estimate our potential liabilities at this site.

23. HUNTSMAN CORPORATION STOCKHOLDERS’ EQUITY

SHARE REPURCHASE PROGRAM

On February 7, 2018 and on May 3, 2018, our Board of Directors authorized us to repurchase up to an additional $950

million in shares of our common stock in addition to the $50 million remaining under our September 2015 share repurchase
authorization. The share repurchase program will be supported by our free cash flow generation. Repurchases may be made through the
open market, including through accelerated share repurchase programs, or in privately negotiated transactions, and repurchases may be
commenced or suspended from time to time without prior notice. Shares of common stock acquired through the repurchase program are
held in treasury at cost. During the first quarter of 2020, we repurchased 5,364,519 shares of our common stock for approximately $96
million, excluding commissions, under the repurchase program. Subsequent to the end of the first quarter of 2020, we suspended share
repurchases under our existing share repurchase program in order to enhance our liquidity position in response to COVID-19.

DIVIDENDS ON COMMON STOCK

The following tables represent dividends on common stock for our Company for the years ended December 31, 2020 and 2019

(dollars in millions, except per share payment amounts):

Quarter ended
March 31, 2020 ........................................................................................................................... $
June 30, 2020 ..............................................................................................................................
September 30, 2020 ....................................................................................................................
December 31, 2020 .....................................................................................................................

Quarter ended
March 31, 2019 ........................................................................................................................... $
June 30, 2019 ..............................................................................................................................
September 30, 2019 ....................................................................................................................
December 31, 2019 .....................................................................................................................

2020

Per share
payment
amount

Approximate
amount paid

0.1625
0.1625
0.1625
0.1625

2019

37
36
36
35

Per share
payment
amount

Approximate
amount paid

0.1625
0.1625
0.1625
0.1625

39
38
38
35

24. STOCK-BASED COMPENSATION PLAN

Under the 2016 Stock Incentive Plan, we may grant 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 may be granted solely to employees. The
terms of the grants under both the 2016 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 the 2016 Stock Incentive Plan. However, the number of shares available for
issuance may be adjusted to include any shares surrendered, exchanged, forfeited or settled in cash pursuant to the Prior Plan. As of
December 31, 2020, we had approximately 7 million shares remaining under the 2016 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 a three-year period.

The compensation cost under the 2016 Stock Incentive Plan and the Prior Plan was as follows (dollars in millions):

Compensation cost ................................................................................................. $

27 $

29 $

The total income tax benefit recognized in the statement of operations for stock-based compensation arrangements was

$4 million, $8 million and $18 million for the years ended December 31, 2020, 2019 and 2018, respectively.

Year ended December 31,

2020

2019

2018

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.

Dividend yield ............................................................................................................
Expected volatility .....................................................................................................
Risk-free interest rate .................................................................................................
Expected life of stock options granted during the period (in years) ...........................

3.0%
53.1%
1.4%
5.9

2.9%
54.0%
2.5%
5.9

1.6%
55.2%
2.6%
5.9

A summary of stock option activity under the 2016 Stock Incentive Plan and the Prior Plan as of December 31, 2020 and

changes during the year then ended is presented below:

Year ended December 31,
2019

2020

2018

Option Awards

Shares
(in thousands)

Weighted
Average
Exercise
Price

Weighted
Average
Remaining
Contractual
Term
(years)

Aggregate
Intrinsic
Value
(in millions)

Outstanding at January 1, 2020 .....................................
Granted..........................................................................
Exercised .......................................................................
Forfeited ........................................................................
Outstanding at December 31, 2020 ...............................
Exercisable at December 31, 2020 ................................

5,025 $
788
(829)
(169)
4,815
3,371

19.08
21.52
12.81
24.28
20.37
19.23

6.0 $
4.9

26
22

The weighted-average grant-date fair value of stock options granted during 2020, 2019 and 2018 was $8.25, $9.27 and

$15.20 per option, respectively. As of December 31, 2020, there was $7 million of total unrecognized compensation cost related to
nonvested stock option arrangements granted under the 2016 Stock Incentive Plan and the Prior Plan. That cost is expected to be
recognized over a weighted-average period of approximately 1.8 years.

During the years ended December 31, 2020, 2019 and 2018, the total intrinsic value of stock options exercised was
approximately $9 million, $4 million and $78 million, respectively. Cash received from stock options exercised during the years ended
December 31, 2020, 2019 and 2018 was approximately $3 million, $2 million and $17 million, respectively. The cash tax benefit from
stock options exercised during the years ended December 31, 2020, 2019 and 2018 was approximately $2 million, $1 million, and
$17 million, respectively.

NONVESTED SHARES

Nonvested shares granted under the 2016 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 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, 2020, 2019 and 2018,
the weighted-average expected volatility rate was 34.0%, 34.6% and 44.3%, respectively, and the weighted average risk-free interest rate
was 1.4%, 2.5% and 2.3%, respectively. For the performance share unit awards granted during the years ended December 31, 2020, 2019
and 2018, the number of shares earned varies based upon the Company achieving certain performance criteria over a three-year
performance period. The performance criteria are total stockholder return of our common stock relative to the total stockholder return of
a specified industry peer group for the three-year performance periods.

A summary of the status of our nonvested shares as of December 31, 2020 and changes during the year then ended is presented

below:

Nonvested at January 1, 2020 .................................................
Granted....................................................................................
Vested .....................................................................................
Forfeited ..................................................................................
Nonvested at December 31, 2020..........................................

Equity Awards

Liability Awards

Weighted
Average
Grant-Date
Fair Value

24.61
21.92
25.15
26.44
23.18

Weighted
Average
Grant-Date
Fair Value

24.80
21.53
24.64
23.71
23.08

Shares
(in thousands)
427
238
(218)
(36)
411

Shares
(in thousands)
1,640

848
(577 ) (1)(2)
(44 )
1,867

(1) As of December 31, 2020, a total of 426,856 restricted stock units were vested but not yet issued, of which 37,761 vested during
2020. These shares have not been reflected as vested shares in this table because, in accordance with the restricted stock unit
agreements, shares of common stock are not issued for vested restricted stock units until termination of employment.

(2) A total of 174,200 performance share unit awards are reflected in the vested shares in this table, which represents the target number
of performance share unit awards for this grant and were included in the balance at December 31, 2019. During the year ended
December 31, 2020, an additional 165,489 performance share unit awards with a grant date fair value of $26.99 vested above the
target in accordance the performance criteria of these awards.

As of December 31, 2020, there was $23 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 each of the years ended December 31,
2020, 2019 and 2018 was $24 million.

25. OTHER COMPREHENSIVE (LOSS) INCOME

Other comprehensive loss consisted of the following (dollars in millions):

Foreign
currency
translation
adjustment(a)

Pension and
other
postretirement
benefits
adjustments(b)

Other
comprehensive
income of
unconsolidated
affiliates

Amounts
attributable to
noncontrolling
interests

Amounts
attributable to
Huntsman
Corporation

Other, net

Total

Beginning balance,

January 1, 2020 .......... $
Other comprehensive
income (loss)
before
reclassifications,
gross......................
Tax benefit .................
Amounts reclassified
from accumulated
other
comprehensive
loss, gross(c) .........
Tax expense ...............

Net current-period other

comprehensive income
(loss) ..........................

Ending balance,

(369 ) $

(1,031 ) $

8 $

4 $

(1,388 ) $

26 $

(1,362 )

29
12

—
—

(135 )
30

111
(25 )

(19 )

—
—

—

—
—

(106 )
42

—
—

111
(25 )

(6 )
—

—
—

(112 )
42

111
(25 )

—

(6 )

December 31, 2020 ... $

(328 ) $

(1,050 ) $

8 $

4 $

(1,366 ) $

20 $

(1,346 )

(a) Amounts are net of tax of $56 and $68 as of December 31, 2020 and January 1, 2020, respectively.
(b) Amounts are net of tax of $153 and $148 as of December 31, 2020 and January 1, 2020, respectively.
(c) See table below for details about these reclassifications.

Foreign
currency
translation
adjustment(a)

Pension and
other
postretirement
benefits
adjustments(b)

Other
comprehensive
income of
unconsolidated
affiliates

Amounts
attributable to
noncontrolling
interests

Amounts
attributable to
Huntsman
Corporation

Other, net

Total

Beginning balance,

January 1, 2019 .......... $
Other comprehensive
(loss) income
before
reclassifications,
gross......................
Tax benefit .................
Amounts reclassified
from accumulated
other
comprehensive
loss, gross(c) .........
Tax expense ...............

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

Acquisition of

noncontrolling interest

Ending balance,

(371 ) $

(994 ) $

8 $

5 $

(1,352 ) $

36 $

(1,316 )

—
2

—
—

—

(112 )
25

62
(12 )

(37 )

—

—
—

—

(1 )
—

(113 )
27

—
—

62
(12 )

(1 )

(36 )

5
—

—
—

—

(15 )

(108 )
27

62
(12 )

(31 )

(15 )

December 31, 2019 ... $

(369 ) $

(1,031 ) $

8 $

4 $

(1,388 ) $

26 $

(1,362 )

(a) Amounts are net of tax of $68 and $71 as of December 31, 2019 and January 1, 2019, respectively.
(b) Amounts are net of tax of $148 and $135 as of December 31, 2019 and January 1, 2019, respectively.
(c) See table below for details about these reclassifications.

Details about Accumulated Other

Comprehensive Loss Components(a):

Amortization of pension and other postretirement

benefits:
Prior service credit ..................................................... $
Settlement loss ...........................................................
Curtailment gain .........................................................
Actuarial loss .............................................................

Total reclassifications for the period .......................... $

Amounts reclassified
from accumulated
other
comprehensive loss
Year ended December 31,
2019

2020

Affected line item in
where net income
is presented

2018

(12) $
43
(2)
82
111
(25)
86 $

(11) $
1
—
72
62
(12)
50 $

(12)
2
—
87
77
(13)
64

(b)

(b)(c)
Total before tax
Income tax expense
Net of tax

(a) Pension and other postretirement benefits amounts in parentheses indicate credits on our consolidated statements of operations.
(b) These accumulated other comprehensive loss components are included in the computation of net periodic pension costs. See “Note

19. Employee Benefit Plans.”

(c) Amounts contain approximately $5, $7 and $22 of prior service credit and actuarial loss related to discontinued operations for the

years ended December 31, 2020, 2019 and 2018, respectively.

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.

26. RELATED PARTY TRANSACTIONS

Our consolidated financial statements include the following transactions with our affiliates not otherwise disclosed (dollars in

millions):

Sales to:

Year ended December 31,

2020

2019

2018

Unconsolidated affiliates ................................................................................... $

115 $

133 $

Inventory purchases from:

Unconsolidated affiliates ...................................................................................

407

434

153

411

27. OPERATING SEGMENT INFORMATION

We derive our revenues, earnings and cash flows from the manufacture and sale of a wide variety of differentiated and

commodity chemical products. We have four operating segments, which are also our reportable segments: Polyurethanes, Performance
Products, Advanced Materials and Textile Effects. We have organized our business and derived our operating segments around
differences in product lines.

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

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

Products

curing agents; epoxy, acrylic and polyurethane-based formulations

Textile Effects .................................... Textile chemicals and dyes

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 revenues and adjusted EBITDA for each of our reportable operating
segments are as follows (dollars in millions):

Year ended December 31,
2019

2020

2018

Revenues:

Polyurethanes ................................................................................................................ $
Performance Products ...................................................................................................
Advanced Materials ......................................................................................................
Textile Effects ...............................................................................................................
Corporate and eliminations ...........................................................................................

Total ......................................................................................................................... $

Segment adjusted EBITDA(1):

Polyurethanes ................................................................................................................ $
Performance Products ...................................................................................................
Advanced Materials ......................................................................................................
Textile Effects ...............................................................................................................
Corporate and other(2) ....................................................................................................
Total .........................................................................................................................

Reconciliation of adjusted EBITDA to net income:
Interest expense, net—continuing operations ....................................................................
Interest expense, net—discontinued operations ................................................................
Income tax (expense) benefit—continuing operations ......................................................
Income tax expense—discontinued operations .................................................................
Depreciation and amortization—continuing operations ....................................................
Depreciation and amortization—discontinued operations .................................................
Net income attributable to noncontrolling interests ...........................................................
Other adjustments:

Business acquisition and integration expenses and purchase accounting inventory

adjustments................................................................................................................
Merger costs ..................................................................................................................
EBITDA from discontinued operations .........................................................................
Noncontrolling interest of discontinued operations .......................................................
Fair value adjustments to Venator investment and related loss on disposal ..................
Loss on early extinguishment of debt ............................................................................
Certain legal and other settlements and related expenses ..............................................
Gain (loss) on sale of businesses/assets .........................................................................
Income from transition services arrangements ..............................................................
Certain nonrecurring information technology project implementation costs .................
Amortization of pension and postretirement actuarial losses ........................................
Plant incident remediation costs ....................................................................................
Restructuring, impairment and plant closing and transition (costs) credits ...................

Net income ............................................................................................................... $

3,584 $
1,023
839
597
(25)
6,018 $

472 $
164
130
42
(161)
647

(86)
—
(46)
(242)
(283)

—
32

(31)
—
1,017
—
(88)
—
(5)
280
7
(6)
(76)
(2)
(52)
1,066 $

3,911 $
1,158
1,044
763
(79)
6,797 $

548 $
168
201
84
(155)
846

(111)
—
38
(35)
(270)
(61)
36

(5)
—
265
—
(18)
(23)
(6)
(21)
—
(4)
(66)
(8)
41

598 $

4,282
1,301
1,116
824
81
7,604

809
197
225
101
(171 )
1,161

(115 )
(36 )
(45 )
(86 )
(255 )
(88 )
313

(9 )
(2 )
171
(232 )
(62 )
(3 )
(1 )
—
—
—
(67 )
—
6
650

Year ended December 31,
2019

2020

2018

Depreciation and Amortization:

Polyurethanes ................................................................................................................ $
Performance Products ...................................................................................................
Advanced Materials ......................................................................................................
Textile Effects ...............................................................................................................
Corporate and other .......................................................................................................

130 $

120 $

79
45
16
13

81
36
16
17

Total ......................................................................................................................... $

283 $

270 $

108
78
37
16
16
255

Year ended December 31,
2019

2020

2018

Capital Expenditures:

Polyurethanes ................................................................................................................ $
Performance Products ...................................................................................................
Advanced Materials ......................................................................................................
Textile Effects ...............................................................................................................
Corporate and other .......................................................................................................

172 $

185 $

32
21
12
12

32
24
22
11

Total ......................................................................................................................... $

249 $

274 $

153
48
20
20
10
251

Total Assets:

Polyurethanes .......................................................................................................................................... $
Performance Products .............................................................................................................................
Advanced Materials ................................................................................................................................
Textile Effects .........................................................................................................................................
Corporate and other .................................................................................................................................

Total ................................................................................................................................................... $

3,970 $
1,062
1,002
481
2,198
8,713 $

3,437
1,125
774
511
1,265
7,112

December 31,

2020

2019

December 31,

2020

2019

Goodwill:

Total ................................................................................................................................................... $

312 $

18
203
533 $

177
16
83
276

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

(2) Corporate and other includes unallocated corporate overhead, unallocated foreign exchange gains and losses, LIFO inventory
valuation reserve adjustments, nonoperating income and expense and gains and losses on the disposition of corporate assets.

Revenues by geographic area(1):

United States ........................................................................................................... $
China .......................................................................................................................
Germany ..................................................................................................................
India ........................................................................................................................
Other nations ...........................................................................................................
Total ....................................................................................................................... $

1,863 $
1,115
388
211
2,441
6,018 $

2,025 $
1,076
541
319
2,836
6,797 $

2,136
1,260
537
352
3,319
7,604

Year ended December 31,
2019

2020

2018

Long-lived assets(2):

United States ...................................................................................................................................... $
The Netherlands .................................................................................................................................
China ..................................................................................................................................................
Germany .............................................................................................................................................
Saudi Arabia .......................................................................................................................................
Singapore ...........................................................................................................................................
Switzerland ........................................................................................................................................
Other nations ......................................................................................................................................

Total .............................................................................................................................................. $

1,078 $
368
251
144
143
90
73
358
2,505 $

970
334
247
137
154
94
106
341
2,383

December 31,

2020

2019

(1) Geographic information for revenues is based upon countries into which product is sold.
(2) Long-lived assets consist of property, plant and equipment, net.

******

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES
OF EQUITY SECURITIES

MARKET INFORMATION AND HOLDERS

Our common stock is listed on the New York Stock Exchange under the symbol “HUN.” As of February 1, 2021, there were
approximately 76 stockholders of record and the closing price of our common stock on the New York Stock Exchange was $27.08 per
share.

DIVIDENDS

The payment of dividends is a business decision made by our Board of Directors from time to time based on our earnings,

financial position and prospects, and such other considerations as our Board of Directors considers relevant. Accordingly, while
management currently expects that the Company will continue to pay the quarterly cash dividend, its dividend practice may change at
any time.

PURCHASES OF EQUITY SECURITIES BY THE COMPANY

The following table provides information with respect to shares of our common stock that we repurchased as part of our share

repurchase program and shares of restricted stock granted under our stock incentive plans that we withheld upon vesting to satisfy our tax
withholding obligations during the three months ended December 31, 2020.

Total number
of shares
purchased

Average
price paid
per share(1)

Total number of
shares purchased
as part of publicly
announced plans
or programs(2)

Maximum number
)or approximate
dollar value) of
shares that may yet
be purchased under
the plans or programs(2)

October......................................
November ..................................
December ..................................
Total .........................................

— $

522
947
1,469

—
24.29
25.14
24.84

— $
—
—
—

420,000,000
420,000,000
420,000,000

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

STOCK PERFORMANCE GRAPH

Comparison of Cumulative Five Year Total Return

$350

$300

$250

$200

$150

$100

$50

$0
12/31/15

12/31/16

12/31/17

12/31/18

12/31/19

12/31/20

Huntsman Corporation

S&P 500 Index

S&P 500 Chemicals

(This page has been left blank intentionally.)

HUNTSMAN CORPORATION—DIRECTORS & OFFICERS

BOARD OF DIRECTORS

NAME

PRINCIPAL OCCUPATION

Peter R. Huntsman

Chairman of the Board, President and Chief Executive Officer

Nolan D. Archibald

Former Executive Chairman of Stanley Black & Decker

Mary C. Beckerle

Chief Executive Officer of Huntsman Cancer Institute at the University of Utah

M. Anthony Burns

Chairman Emeritus of Ryder System, Inc.

Sonia Dulá

Former Vice Chairman of Bank of America, Global Corporate and Investment Banking Division

Cynthia L. Egan

Former President of Retirement Plan Services of T. Rowe Price Group

Daniele Ferrari

Former Chief Executive Officer of Versalis S.p.A.

Sir Robert J. Margetts

Former Deputy Chairman, OJSC Uralkali

Jeanne McGovern

Retired Partner, Deloitte & Touche LLP

Wayne A. Reaud

Trial Lawyer

Jan E. Tighe

Retired Vice Admiral of the U.S. Navy

CORPORATE OFFICERS

NAME

TITLE

Peter R. Huntsman

Chairman of the Board, President and Chief Executive Officer

Sean Douglas

Executive Vice President and Chief Financial Officer

David M. Stryker

Executive Vice President, General Counsel and Secretary

Anthony P. Hankins

Division President, Polyurethanes and Chief Executive Officer, Asia-Pacific

Rohit Aggarwal

Scott J. Wright

Chuck Hirsch

Brittany Benko

Division President, Textile Effects

Division President, Advanced Materials

Senior Vice President, Performance Products

Senior Vice President, Environmental, Health & Safety and Manufacturing Excellence

R. Wade Rogers

Senior Vice President, Global Human Resources and Chief Compliance Officer

Twila Day

Vice President and Chief Information Officer

Kevin C. Hardman

Vice President, Tax

Philip M. Lister

Vice President, Corporate Development

Ivan M. Marcuse

Vice President, Investor Relations

Claire Mei

Vice President and Treasurer

Pierre Poukens

Vice President, Internal Audit

Nooshin E. Vaughn

Vice President, Financial Planning and Analysis

Randy W. Wright

Vice President and Controller

H U N T S M A N C O R P O R A T I O N

2 0 2 0 A N N U A L R E P O R T

60473_10K.indd 2

3/9/21 6:30 PM

HUNTSMAN CORPORATION—CORPORATE INFORMATION

STOCK LISTING
Our common stock is listed on the New York
Stock Exchange under the symbol HUN.

ANNUAL MEETING
The 2021 Annual Meeting of Stockholders will
be held virtually on Wednesday, April 28, 2021
at 9:00 a.m., central time.

FORM 10-K AND OTHER REPORTS
Paper copies of Huntsman’s (1) Annual Report on
Form 10-K, (2) Quarterly Reports on Form 10-Q,
and (3) Proxy Statement may be obtained without
charge from:

Investor Relations
Huntsman Corporation
10003 Woodloch Forest Drive
The Woodlands, Texas 77380 USA
Tel: +1-281-719-4637

Copies of these reports may also be obtained
from the company’s Investor Relations website:
http://ir.huntsman.com/

GLOBAL HEADQUARTERS
10003 Woodloch Forest Drive
The Woodlands, Texas 77380 USA
Tel.: +1-281-719-6000

WEBSITE
www.huntsman.com

INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
Deloitte & Touche LLP

STOCKHOLDER INQUIRIES
Inquiries from stockholders and
other interested parties regarding
our company are always welcome.
Please direct your requests to:

INVESTOR RELATIONS
10003 Woodloch Forest Drive
The Woodlands, Texas 77380 USA
Tel.: +1-281-719-4637
Email: ir@huntsman.com

STOCK TRANSFER AGENT
Computershare
Toll Free: 1-866-210-6997
International: +1-201-680-6578
www.computershare.com/investor

By Regular Mail:
P.O. Box 505000
Louisville, Kentucky 40233 USA

By Overnight Delivery:
462 South 4th Street
Suite 1600
Louisville, Kentucky 40202 USA

FORWARD-LOOKING STATEMENTS
Certain information in this report constitutes forward-looking statements within the meaning of Section 27A of the Securities Act of
1933 and Section 21E of the Securities Exchange Act of 1934. These statements are based on management’s current beliefs and
expectations. The forward-looking statements in this report are subject to uncertainty and changes in circumstances and involve risks
and uncertainties that may affect the company’s operations, markets, products, services, prices and other factors as discussed under
the caption “Risk Factors” in the Huntsman companies’ filings with the U.S. Securities and Exchange Commission. Significant risks
and uncertainties may relate to, but are not limited to, volatile global economic conditions, cyclical and volatile product markets,
disruptions in production at manufacturing facilities, reorganization or restructuring of Huntsman’s operations, including any delay of,
or other negative developments affecting the ability to implement cost reductions, timing of proposed transactions, and manufacturing
optimization improvements in Huntsman businesses and realize anticipated cost savings, ability to achieve projected synergies, and
other financial, economic, competitive, environmental, political, legal, regulatory and technological factors. The company assumes no
obligation to provide revisions to any forward-looking statements should circumstances change, except as otherwise required by
applicable laws.

Annual Report Design by Curran & Connors, Inc.
www.curran-connors.com

H U N T S M A N C O R P O R A T I O N

2 0 2 0 A N N U A L R E P O R T

3/11/21 2:44 PM

Global Headquarters
Huntsman Corporation
10003 Woodloch Forest Drive
The Woodlands, Texas 77380 USA
Telephone +1-281-719-6000

www.huntsman.com

Copyright © 2021 Huntsman Corporation or an affiliate thereof. All rights reserved.
The use of the symbol ® herein signifies the registration of the associated trademark in one or more, but not all, countries.

60473_CV.indd 1-3