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0001089748 false --12-31 Q1 2021 26 26 245 198 0.01 0.01 1,200,000,000 1,200,000,000 259,184,140 258,520,411 220,712,124 220,046,262 38,477,091 38,477,091 0.1625 0.1625 26 26 245 198 2,728 2,728 2,728 2,728 4 445 0 0 14 2 1.50 December 31, 2023 April 30, 2022 0.90 April 30, 2022 1.30 118 445 155 8 0 0 1 0.1625 56 56 43 4 1 3 9 3 1 0 0 3 3 4 4 At March 31, 2021 and December 31, 2020, respectively, $8 and $2 of cash and cash equivalents, $10 and $6 of accounts and notes receivable (net), $36 and $38 of inventories, $166 and $167 of property, plant and equipment (net), $22 and $23 of other noncurrent assets, $128 and $119 of accounts payable, $13 each of accrued liabilities, $55 and $47 of current portion of debt, $5 each of current operating lease liabilities, nil and $3 of long-term debt, $21 and $17 of noncurrent operating lease liabilities and $82 each of other noncurrent liabilities from consolidated variable interest entities are included in the respective balance sheet captions above. See "Note 6. Variable Interest Entities." Amounts are net of tax of $61 and $55 as of March 31, 2020 and January 1, 2020, respectively. Includes pro forma information for the Gabriel Acquisition only. As of March 31, 2021, we had approximately $5 million (U.S. dollar equivalents) of letters of credit issued and outstanding under our U.S. A/R Program. As of March 31, 2021 and December 31, 2020, $245 million and $198 million, respectively, of accounts receivable were pledged as collateral under our A/R Programs. 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. Amounts are net of tax of $56 for both March 31, 2021 and January 1, 2021. See table below for details about these reclassifications. Discontinued operations include our Chemical Intermediates Businesses, our Australian styrenics operations and our North American polymers and base chemicals operations for all periods presented. Includes eliminations of trade sales, services and fees, net and cost of sales between continuing operations and discontinued operations. 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 or Huntsman International, as appropriate, before interest, income tax, depreciation and amortization, net income attributable to noncontrolling interests and certain Corporate and other items, as well as eliminating the following adjustments: (a) business acquisition and integration expenses and purchase accounting inventory adjustments; (b) EBITDA from discontinued operations; (c) fair value adjustments to Venator investment; (d) certain legal and other settlements and related expenses; (e) gain on sale of businesses/assets; (f) income from transition services arrangements related to the sale of our Chemical Intermediates Businesses to Indorama; (g) certain nonrecurring information technology project implementation costs; (h) amortization of pension and postretirement actuarial losses; (i) plant incident remediation costs; and (j) restructuring, impairment, plant closing and transition costs. 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. Geographic information for revenues is based upon countries into which product is sold. Amounts are net of tax of $172 and $178 as of March 31, 2021 and January 1, 2021, respectively. Amounts are net of tax of $134 and $148 as of March 31, 2020 and January 1, 2020, respectively. Amounts are net of tax of $148 and $153 as of March 31, 2021 and January 1, 2021, respectively. A total of 110,542 performance share unit awards are reflected in the vested shares in this table, which represents the target number of performance share unit awards for this grant and were included in the balance at December 31, 2020. During the three months ended March 31, 2021, only 76,055 performance share unit awards with a grant date fair value of $41.93 were issued related to this vest due to the target performance criteria not being met. Interest rates on borrowings under the Revolving Credit Facility vary based on the type of loan and Huntsman International's debt ratings. The then applicable interest rate as of March 31, 2021 was 1.50% above LIBOR. ? Amounts are net of tax of $43 for both March 31, 2021 and January 1, 2021. Pension and other postretirement benefits amounts in parentheses indicate credits on our condensed consolidated statements of operations. These accumulated other comprehensive loss components are included in the computation of net periodic pension costs. See "Note 12. Employee Benefit Plans." Corporate and other includes unallocated corporate overhead, unallocated foreign exchange gains and losses, LIFO inventory valuation reserve adjustments, loss on early extinguishment of debt, unallocated restructuring, impairment and plant closing costs, nonoperating income and expense and gains and losses on the disposition of corporate assets. As of March 31, 2021, a total of 457,294 restricted stock units were vested but not yet issued, of which 30,438 vested during the three months ended March 31, 2021. These shares have not been reflected as vested shares in this table because, in accordance with the restricted stock unit agreements, shares of common stock are not issued for vested restricted stock units until termination of employment. On March 31, 2021, 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. Amounts are net of tax of $74 and $68 as of March 31, 2020 and January 1, 2020, respectively. In connection with the sale of our Chemical Intermediates Businesses, we recognized $41 of pension and other post-employment benefit settlement losses during the three months ended March 31, 2021. Amounts are net of tax of $160 and $174 as of March 31, 2020 and January 1, 2020, respectively. Amounts contain approximately $2 and $1 of actuarial losses related to discontinued operations for the three months ended March 31, 2021 and 2020, respectively. 8 2 10 6 36 38 166 167 22 23 128 119 13 13 55 47 5 5 0 3 21 17 82 82 8 2 10 6 36 38 166 167 22 23 128 119 13 13 55 47 5 5 0 3 21 17 82 82 54 59 54 59 00010897482021-01-012021-03-31 xbrli:shares 00010897482021-04-21 thunderdome:item iso4217:USD 00010897482021-03-31 00010897482020-12-31 iso4217:USDxbrli:shares 0001089748hun:ThirdPartyCustomersMember2021-01-012021-03-31 0001089748hun:ThirdPartyCustomersMember2020-01-012020-03-31 0001089748hun:RelatedPartyCustomersMember2021-01-012021-03-31 0001089748hun:RelatedPartyCustomersMember2020-01-012020-03-31 00010897482020-01-012020-03-31 0001089748hun:CommonStockOutstandingMember2020-12-31 0001089748us-gaap:CommonStockMember2020-12-31 0001089748us-gaap:AdditionalPaidInCapitalMember2020-12-31 0001089748us-gaap:TreasuryStockMember2020-12-31 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UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549~~

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 10-Q

(Mark One)
ý		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2013

OR
For the quarterly period ended March 31, 2021
o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to
OR

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

For the transition period from to

Commission File Number			Exact Name of Registrant as Specified in its Charter, Principal Office Address and Telephone Number		State of Incorporation or Organization		I.R.S. Employer Identification No.
	001-32427		Huntsman Corporation 500 Huntsman Way Salt Lake City, Utah 84108 (801) 584-5700		Delaware			42-1648585
	333-85141		Huntsman International LLC 500 Huntsman Way Salt Lake City, Utah 84108 (801) 584-5700		Delaware			87-0630358

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

Securities registered pursuant to Section 12(b) of the Act:

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

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Huntsman Corporation ~~YES~~Yes ý☒ NONo o☐ Huntsman International LLC ~~YES~~Yes ý☒ NONo o☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

~~Huntsman~~Indicate ~~Corporation~~by ~~YES~~check ýmark NOwhether othe ~~Huntsman~~registrant ~~International~~has ~~LLC~~submitted ~~YES~~electronically ýevery NOInteractive oData File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

~~Indicate by~~Huntsman ~~check~~Corporation ~~mark~~Yes ~~whether~~☒ ~~the~~No ~~registrant~~☐ isHuntsman aInternational ~~large~~LLC ~~accelerated~~Yes ~~filer,~~☒ anNo accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one): ☐

Huntsman Corporation Large accelerated filer ý Accelerated filer o Non-accelerated filer o Smaller reporting company o Huntsman International LLC Large accelerated filer o Accelerated filer o Non-accelerated filer ý Smaller reporting company o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Huntsman Corporation		☐
Huntsman International LLC		☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Huntsman Corporation ~~YES~~Yes o☐ NONo ý☒ Huntsman International LLC ~~YES~~Yes o☐ NONo ý☒

On April 22, 2013, 241,144,776 shares of common stock of Huntsman Corporation were outstanding and 2,728 units of membership interests of Huntsman International LLC were outstanding. There is no trading market for Huntsman International LLC's units of membership interests. All of Huntsman International LLC's units of membership interests are held by Huntsman Corporation.

~~This Quarterly~~On ~~Report~~April on21, ~~Form~~2021, 221,686,798 ~~10-Q~~shares ~~presents~~of ~~information~~common ~~for~~stock ~~two~~of ~~registrants:~~ Huntsman Corporation ~~and~~were ~~Huntsman~~outstanding ~~International LLC.~~and ~~Huntsman International LLC~~2,728 isunits aof ~~wholly~~membership ~~owned~~interests ~~subsidiary~~ of Huntsman ~~Corporation~~International LLC ~~and~~were ~~is the principal operating company of Huntsman Corporation~~outstanding. ~~The~~There ~~information reflected in this Quarterly Report on Form 10-Q~~ is ~~equally~~no ~~applicable~~trading tomarket ~~both~~for Huntsman ~~Corporation and Huntsman~~ International LLC,’s ~~except~~units ~~where~~of ~~otherwise~~membership ~~indicated~~interests. All of Huntsman International LLC’s ~~meets~~units ~~the conditions set forth in General Instructions H(1)(a) and (b)~~ of ~~Form 10-Q~~membership ~~and,~~interests toare ~~the~~held ~~extent~~by ~~applicable,~~Huntsman ~~is therefore filing this form with a reduced disclosure format~~Corporation.

This Quarterly Report on Form 10-Q presents information for two registrants: Huntsman Corporation and Huntsman International LLC. Huntsman International LLC is a wholly-owned subsidiary of Huntsman Corporation and is the principal operating company of Huntsman Corporation. The information reflected in this Quarterly Report on Form 10-Q is equally applicable to both Huntsman Corporation and Huntsman International LLC, except where otherwise indicated. Huntsman International LLC meets the conditions set forth in General Instructions H(1)(a) and (b) of Form 10-Q and, to the extent applicable, is therefore filing this form with a reduced disclosure format.

Table of Contents

HUNTSMAN CORPORATION AND SUBSIDIARIES ~~HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2013~~

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTERLY PERIOD

ENDED March 31, 2021

TABLE OF CONTENTS


PART I	FINANCIAL INFORMATION	3
ITEM 1.	Financial Statements:
	Huntsman Corporation and Subsidiaries:
	Condensed Consolidated Balance Sheets (Unaudited)	3
	Condensed Consolidated Statements of Operations (Unaudited)	4
	Condensed Consolidated Statements of Comprehensive (Loss) Income (Unaudited)	5
	Condensed Consolidated Statements of Cash Flows (Unaudited)	6
	Condensed Consolidated Statements of Equity (Unaudited)	8
	Huntsman International LLC and Subsidiaries:
	Condensed Consolidated Balance Sheets (Unaudited)	9
	Condensed Consolidated Statements of Operations (Unaudited)	10
	Condensed Consolidated Statements of Comprehensive (Loss) Income (Unaudited)	11
	Condensed Consolidated Statements of Cash Flows (Unaudited)	12
	Condensed Consolidated Statements of Equity (Unaudited)	14
	Huntsman Corporation and Subsidiaries and Huntsman International LLC and Subsidiaries:
	Notes to Condensed Consolidated Financial Statements (Unaudited)	15
ITEM 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	64
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	83
ITEM 4.	Controls and Procedures	85
PART II	OTHER INFORMATION	86
ITEM 1.	Legal Proceedings	86
ITEM 1A.	Risk Factors	86
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	86
ITEM 6.	Exhibits	87

		Page
PART I	FINANCIAL INFORMATION	4
ITEM 1.	Condensed Consolidated Financial Statements (Unaudited)	4
	Huntsman Corporation and Subsidiaries:
	Condensed Consolidated Balance Sheets	4
	Condensed Consolidated Statements of Operations	5
	Condensed Consolidated Statements of Comprehensive Income	6
	Condensed Consolidated Statements of Equity	7
	Condensed Consolidated Statements of Cash Flows	8
	Huntsman International LLC and Subsidiaries:
	Condensed Consolidated Balance Sheets	10
	Condensed Consolidated Statements of Operations	11
	Condensed Consolidated Statements of Comprehensive Income	12
	Condensed Consolidated Statements of Equity	13
	Condensed Consolidated Statements of Cash Flows	14
	Huntsman Corporation and Subsidiaries and Huntsman International LLC and Subsidiaries:
	Notes to Condensed Consolidated Financial Statements	16
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	36
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	49
ITEM 4.	Controls and Procedures	49
PART II	OTHER INFORMATION	50
ITEM 1.	Legal Proceedings	50
ITEM 1A.	Risk Factors	50
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	50
ITEM 6.	Exhibits	51

Table of Contents

FORWARD-LOOKING ~~PART I. FINANCIAL INFORMATION~~ STATEMENTS

~~ITEM 1. FINANCIAL STATEMENTS~~

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

~~CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)~~

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

	March 31, 2013			December 31, 2012
ASSETS
Current assets:
Cash and cash equivalents(a)	$	247		$	387
Restricted cash(a)		9			9
Accounts and notes receivable (net of allowance for doubtful accounts of $47, each), ($572 and $520 pledged as collateral, respectively)(a)		1,594			1,534
Accounts receivable from affiliates		52			49
Inventories(a)		1,797			1,819
Prepaid expenses		49			48
Deferred income taxes		51			51
Other current assets(a)		204			222
Total current assets		4,003			4,119
Property, plant and equipment, net(a)		3,643			3,745
Investment in unconsolidated affiliates		236			238
Intangible assets, net(a)		63			68
Goodwill		116			117
Deferred income taxes		216			229
Notes receivable from affiliates		1			2
Other noncurrent assets(a)		441			366
Total assets	$	8,719		$	8,884
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable(a)	$	1,101		$	1,102
Accounts payable to affiliates		34			48
Accrued liabilities(a)		652			705
Deferred income taxes		38			38
Current portion of debt(a)		298			288
Total current liabilities		2,123			2,181
Long-term debt(a)		3,489			3,414
Notes payable to affiliates		4			4
Deferred income taxes		163			228
Other noncurrent liabilities(a)		1,115			1,161
Total liabilities		6,894			6,988
Commitments and contingencies (Notes 13 and 14)
Equity
Huntsman Corporation stockholders' equity:
Common stock $0.01 par value, 1,200,000,000 shares authorized, 245,185,797 and 243,813,779 issued and 239,655,070 and 238,273,422 outstanding in 2013 and 2012, respectively		2			2
Additional paid-in capital		3,288			3,264
Treasury stock, 4,043,526 shares at both March 31, 2013 and December 31, 2012		(50	)		(50	)
Unearned stock-based compensation		(21	)		(12	)
Accumulated deficit		(747	)		(687	)
Accumulated other comprehensive loss		(777	)		(744	)
Total Huntsman Corporation stockholders' equity		1,695			1,773
Noncontrolling interests in subsidiaries		130			123
Total equity		1,825			1,896
Total liabilities and equity	$	8,719		$	8,884

There (are a~~)At March 31,~~ ~~2013~~number ~~and December 31, 2012, respectively, $20 and $28~~ of ~~cash~~risks and ~~cash~~uncertainties ~~equivalents,~~that $9could ~~each~~cause ofour ~~restricted~~actual ~~cash,~~results ~~$48~~to ~~and~~differ ~~$38~~materially ~~of accounts~~from ~~and~~the ~~notes~~forward-looking ~~receivable~~statements ~~(net),~~contained ~~$51~~in ~~and~~or ~~$55~~contemplated ofby ~~inventories,~~this ~~nil~~report. ~~each~~Any offorward-looking ~~other~~statements ~~current~~should ~~assets,~~be ~~$372~~considered ~~and~~in ~~$378~~light of ~~property,~~the ~~plant~~risks ~~and~~set ~~equipment~~forth ~~(net),~~in ~~$18~~“Part II. ~~and~~Item 1A. ~~$19~~Risk ofFactors” ~~intangible~~below ~~assets (net), $27~~ and ~~$28~~ of“Part I. ~~other~~Item 1A. ~~noncurrent~~Risk ~~assets,~~Factors” ~~$78~~in ~~and~~our ~~$76~~Annual ofReport ~~accounts~~on ~~payable, $23 and $26 of accrued liabilities, $187 and $193 of current portion of debt, $75 and $77 of long~~Form 10-~~term~~K ~~debt,~~for ~~and $99 and $101 of other noncurrent liabilities from consolidated variable interest entities are included in~~ the ~~respective Balance Sheet captions above. See "Note~~ 5.year ~~Variable~~ended ~~Interest~~December ~~Entities."~~31, 2020.

See accompanying notes to condensed consolidated financial statements (unaudited).

Table of Contents

~~HUNTSMAN~~PART ~~CORPORATION~~I. ~~AND~~FINANCIAL ~~SUBSIDIARIES~~ INFORMATION

~~CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)~~

ITEM ~~(Dollars~~1. inCONDENSED ~~Millions,~~CONSOLIDATED ~~Except~~FINANCIAL ~~Per~~STATEMENTS ~~Share Amounts~~(UNAUDITED)

	Three months ended March 31,
	2013			2012
Revenues:
Trade sales, services and fees, net	$	2,635		$	2,853
Related party sales		67			60
Total revenues		2,702			2,913
Cost of goods sold		2,353			2,363
Gross profit		349			550
Operating expenses:
Selling, general and administrative		226			221
Research and development		36			39
Other operating (income) expense		(7	)		5
Restructuring, impairment and plant closing costs		44			—
Total expenses		299			265
Operating income		50			285
Interest expense, net		(51	)		(59	)
Equity in income of investment in unconsolidated affiliates		1			2
Loss on early extinguishment of debt		(35	)		(1	)
(Loss) income from continuing operations before income taxes		(35	)		227
Income tax benefit (expense)		20			(60	)
(Loss) income from continuing operations		(15	)		167
Loss from discontinued operations, net of tax		(2	)		(4	)
Net (loss) income		(17	)		163
Net income attributable to noncontrolling interests		(7	)		—
Net (loss) income attributable to Huntsman Corporation	$	(24	)	$	163
Basic (loss) income per share:
(Loss) income from continuing operations attributable to Huntsman Corporation common stockholders	$	(0.09	)	$	0.71
Loss from discontinued operations attributable to Huntsman Corporation common stockholders, net of tax		(0.01	)		(0.02	)
Net (loss) income attributable to Huntsman Corporation common stockholders	$	(0.10	)	$	0.69
Weighted average shares		239.0			236.5
Diluted (loss) income per share:
(Loss) income from continuing operations attributable to Huntsman Corporation common stockholders	$	(0.09	)	$	0.70
Loss from discontinued operations attributable to Huntsman Corporation common stockholders, net of tax		(0.01	)		(0.02	)
Net (loss) income attributable to Huntsman Corporation common stockholders	$	(0.10	)	$	0.68
Weighted average shares		239.0			240.1
Amounts attributable to Huntsman Corporation common stockholders:
(Loss) income from continuing operations	$	(22	)	$	167
Loss from discontinued operations, net of tax		(2	)		(4	)
Net (loss) income		(24	)		163
Dividends per share	$	0.125		$	0.10

~~See~~HUNTSMAN ~~accompanying~~CORPORATION ~~notes~~AND ~~to condensed consolidated financial statements (unaudited).~~SUBSIDIARIES

4CONDENSED CONSOLIDATED BALANCE SHEETS

(In Millions, ~~Table~~Except ofShare ~~Contents~~and Per Share Amounts)

~~HUNTSMAN CORPORATION AND SUBSIDIARIES~~

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (UNAUDITED)

	*March 31,*			*December 31,*
	*2021*			*2020*
ASSETS
Current assets:
Cash and cash equivalents(a)	$	673		$	1,593
Accounts and notes receivable (net of allowance for doubtful accounts of $26 for both), ($245 and $198 pledged as collateral, respectively)(a)		1,010			902
Accounts receivable from affiliates		12			8
Inventories(a)		1,006			848
Other current assets		228			217
Total current assets		2,929			3,568
Property, plant and equipment, net(a)		2,514			2,505
Investment in unconsolidated affiliates		411			373
Intangible assets, net		422			453
Goodwill		739			533
Deferred income taxes		282			288
Operating lease right-of-use assets		432			445
Other noncurrent assets(a)		571			548
Total assets	$	8,300		$	8,713

LIABILITIES AND EQUITY
Current liabilities:
Accounts payable(a)	$	909		$	842
Accounts payable to affiliates		44			34
Accrued liabilities(a)		505			458
Current portion of debt(a)		57			593
Current operating lease liabilities(a)		49			52
Total current liabilities		1,564			1,979
Long-term debt(a)		1,510			1,528
Deferred income taxes		216			212
Noncurrent operating lease liabilities(a)		401			411
Other noncurrent liabilities(a)		875			910
Total liabilities		4,566			5,040
Commitments and contingencies (Notes 15 and 16)
Equity
Huntsman Corporation stockholders’ equity:
Common stock $0.01 par value, 1,200,000,000 shares authorized, 259,184,140 and 258,520,411 shares issued and 220,712,124 and 220,046,262 shares outstanding, respectively		3			3
Additional paid-in capital		4,085			4,048
Treasury stock, 38,477,091 shares		(731	)		(731	)
Unearned stock-based compensation		(38	)		(19	)
Retained earnings		1,603			1,564
Accumulated other comprehensive loss		(1,359	)		(1,346	)
Total Huntsman Corporation stockholders’ equity		3,563			3,519
Noncontrolling interests in subsidiaries		171			154
Total equity		3,734			3,673
Total liabilities and equity	$	8,300		$	8,713

(a) At March 31, 2021 and December 31, 2020, respectively, $8 and $2 of cash and cash equivalents, $10 and $6 of accounts and notes receivable (~~Dollars~~net), in$36 ~~Millions~~and $38 of inventories, $166 and $167 of property, plant and equipment (net) , $22 and $23 of other noncurrent assets, $128 and $119 of accounts payable, $13 each of accrued liabilities, $55 and $47 of current portion of debt, $5 each of current operating lease liabilities, nil and $3 of long-term debt, $21 and $17 of noncurrent operating lease liabilities and $82 each of other noncurrent liabilities from consolidated variable interest entities are included in the respective balance sheet captions above. See “Note 6. Variable Interest Entities.”

	Three months ended March 31,
	2013			2012
Net (loss) income	$	(17	)	$	163
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustments, net of tax of $2 and $(1), respectively		(67	)		73
Pension and other postretirement benefits adjustments, net of tax of $(10) and $(1), respectively		33			19
Other, net		1			1
Other comprehensive (loss) income		(33	)		93
Comprehensive (loss) income		(50	)		256
Comprehensive income attributable to noncontrolling interests		(7	)		(2	)
Comprehensive (loss) income attributable to Huntsman Corporation	$	(57	)	$	254

See accompanying notes to condensed consolidated financial statements ~~(unaudited)~~.

4 ~~Table of Contents~~

~~HUNTSMAN~~ Table ~~CORPORATION~~of ~~AND SUBSIDIARIES~~ Contents

HUNTSMAN ~~CONDENSED~~CORPORATION ~~CONSOLIDATED~~AND ~~STATEMENTS OF CASH FLOWS (UNAUDITED)~~ SUBSIDIARIES

CONDENSED ~~(Dollars~~CONSOLIDATED inSTATEMENTS ~~Millions)~~ OF OPERATIONS

	Three months ended March 31,
	2013			2012
Operating Activities:
Net (loss) income	$	(17	)	$	163
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Equity in income of investment in unconsolidated affiliates		(1	)		(2	)
Depreciation and amortization		107			109
Loss on disposal of businesses/assets, net		—			1
Loss on early extinguishment of debt		35			1
Noncash interest expense		2			7
Noncash restructuring and impairment charges		1			—
Deferred income taxes		(67	)		19
Noncash loss on foreign currency transactions		10			9
Stock-based compensation		8			10
Other, net		4			4
Changes in operating assets and liabilities:
Accounts and notes receivable		(85	)		(239	)
Inventories		(9	)		(65	)
Prepaid expenses		1			(1	)
Other current assets		16			53
Other noncurrent assets		(73	)		(1	)
Accounts payable		10			186
Accrued liabilities		(44	)		(51	)
Other noncurrent liabilities		28			(13	)
Net cash (used in) provided by operating activities		(74	)		190
Investing Activities:
Capital expenditures		(89	)		(81	)
Investment in unconsolidated affiliates		(5	)		(34	)
Cash received from unconsolidated affiliates		15			15
Acquisition of a business		(7	)		(2	)
Increase in restricted cash		—			(8	)
Other, net		1			1
Net cash used in investing activities		(85	)		(109	)

(In Millions, Except Per Share Amounts)

~~(Continued)~~

	*Three months*
	*ended*
	*March 31,*
	*2021*			*2020*
Revenues:
Trade sales, services and fees, net	$	1,802		$	1,549
Related party sales		35			44
Total revenues		1,837			1,593
Cost of goods sold		1,445			1,296
Gross profit		392			297
Operating expenses:
Selling, general and administrative		207			199
Research and development		38			36
Restructuring, impairment and plant closing costs		24			3
Other operating (income) expense, net		(3	)		5
Total operating expenses		266			243
Operating income		126			54
Interest expense, net		(19	)		(18	)
Equity in income of investment in unconsolidated affiliates		38			2
Fair value adjustments to Venator investment		(19	)		(110	)
Other income, net		7			10
Income (loss) from continuing operations before income taxes		133			(62	)
Income tax expense		(34	)		(7	)
Income (loss) from continuing operations		99			(69	)
Income from discontinued operations, net of tax		1			777
Net income		100			708
Net income attributable to noncontrolling interests		(17	)		(3	)
Net income attributable to Huntsman Corporation	$	83		$	705

Basic income per share:
Income (loss) from continuing operations attributable to Huntsman Corporation common stockholders	$	0.38		$	(0.32	)
Income from discontinued operations attributable to Huntsman Corporation common stockholders, net of tax		—			3.48
Net income attributable to Huntsman Corporation common stockholders	$	0.38		$	3.16
Weighted average shares		220.4			223.2

Diluted income per share:
Income (loss) from continuing operations attributable to Huntsman Corporation common stockholders	$	0.37		$	(0.32	)
Income from discontinued operations attributable to Huntsman Corporation common stockholders, net of tax		—			3.48
Net income attributable to Huntsman Corporation common stockholders	$	0.37		$	3.16
Weighted average shares		222.6			223.2

Amounts attributable to Huntsman Corporation common stockholders:
Income (loss) from continuing operations	$	82		$	(72	)
Income from discontinued operations, net of tax		1			777
Net income	$	83		$	705

~~Table of Contents~~

~~HUNTSMAN~~See ~~CORPORATION~~accompanying ~~AND~~notes ~~SUBSIDIARIES~~to condensed consolidated financial statements.

~~CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (Continued)~~

~~(Dollars in Millions)~~ 5

	Three months ended March 31,
	2013			2012
Financing Activities:
Net repayments under revolving loan facilities	$	—		$	(17	)
Net borrowings on overdraft facilities		1			3
Repayments of short-term debt		(5	)		(4	)
Borrowings on short-term debt		13			—
Repayments of long-term debt		(413	)		(109	)
Proceeds from issuance of long-term debt		473			—
Repayments of notes payable		(10	)		(17	)
Borrowings on notes payable		—			1
Debt issuance costs paid		—			(4	)
Call premiums and other costs related to early extinguishment of debt		(4	)		(1	)
Dividends paid to common stockholders		(30	)		(24	)
Repurchase and cancellation of stock awards		(6	)		(7	)
Proceeds from issuance of common stock		3			1
Excess tax benefit related to stock-based compensation		1			4
Other, net		(2	)		(2	)
Net cash provided by (used in) financing activities		21			(176	)
Effect of exchange rate changes on cash		(2	)		4
Decrease in cash and cash equivalents		(140	)		(91	)
Cash and cash equivalents at beginning of period		387			554
Cash and cash equivalents at end of period	$	247		$	463
Supplemental cash flow information:
Cash paid for interest	$	59		$	82
Cash paid for income taxes		17			13

Table of Contents

~~During the~~HUNTSMAN ~~three~~CORPORATION ~~months~~AND ~~ended March 31, 2013 and 2012, the amount of capital expenditures in accounts payable decreased by $25 and $13 million, respectively.~~ SUBSIDIARIES

~~See~~CONDENSED ~~accompanying~~CONSOLIDATED ~~notes~~STATEMENTS toOF ~~condensed~~COMPREHENSIVE ~~consolidated financial statements (unaudited).~~ INCOME

7(In Millions)

~~Table of Contents~~

HUNTSMAN CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (UNAUDITED) (Dollars in Millions)

	*Three months*
	*ended*
	*March 31,*
	*2021*			*2020*
Net income	$	100		$	708
Other comprehensive loss, net of tax:
Foreign currency translations adjustments		(32	)		(73	)
Pension and other postretirement benefits adjustments		19			52
Other comprehensive loss, net of tax		(13	)		(21	)
Comprehensive income		87			687
Comprehensive income attributable to noncontrolling interests		(17	)		(3	)
Comprehensive income attributable to Huntsman Corporation	$	70		$	684

	Huntsman Corporation Stockholders
	Shares
																		Accumulated other comprehensive (loss) income
	Common stock			Common stock		Additional paid-in capital			Treasury stock			Unearned stock-based compensation			Accumulated deficit						Noncontrolling interests in subsidiaries		Total equity
Balance, January 1, 2013		238,273,422		$	2	$	3,264		$	(50	)	$	(12	)	$	(687	)	$	(744	)	$	123	$	1,896
Net (loss) income		—			—		—			—			—			(24	)		—			7		(17	)
Other comprehensive loss		—			—		—			—			—			—			(33	)		—		(33	)
Issuance of nonvested stock awards		—			—		13			—			(13	)		—			—			—		—
Vesting of stock awards		1,045,187			—		5			—			—			—			—			—		5
Recognition of stock-based compensation		—			—		2			—			4			—			—			—		6
Repurchase and cancellation of stock awards		(301,212	)		—		—			—			—			(6	)		—			—		(6	)
Stock options exercised		637,673			—		3			—			—			—			—			—		3
Excess tax benefit related to stock-based compensation		—			—		1			—			—			—			—			—		1
Dividends paid on common stock		—			—		—			—			—			(30	)		—			—		(30	)
Balance, March 31, 2013		239,655,070		$	2	$	3,288		$	(50	)	$	(21	)	$	(747	)	$	(777	)	$	130	$	1,825
Balance, January 1, 2012		235,746,087		$	2	$	3,228		$	(50	)	$	(12	)	$	(947	)	$	(559	)	$	114	$	1,776
Net income		—			—		—			—			—			163			—			—		163
Other comprehensive income		—			—		—			—			—			—			91			2		93
Issuance of nonvested stock awards		—			—		12			—			(12	)		—			—			—		—
Vesting of stock awards		2,141,910			—		10			—			—			—			—			—		10
Recognition of stock-based compensation		—			—		2			—			4			—			—			—		6
Repurchase and cancellation of stock awards		(533,266	)		—		—			—			—			(7	)		—			—		(7	)
Stock options exercised		431,495			—		1			—			—			—			—			—		1
Excess tax benefit related to stock-based compensation		—			—		4			—			—			—			—			—		4
Dividends paid on common stock		—			—		—			—			—			(24	)		—			—		(24	)
Acquisition of a business		—			—		(2	)		—			—			—			—			—		(2	)
Balance, March 31, 2012		237,786,226		$	2	$	3,255		$	(50	)	$	(20	)	$	(815	)	$	(468	)	$	116	$	2,020

See accompanying notes to condensed consolidated financial statements ~~(unaudited)~~.

6 ~~Table of Contents~~

~~HUNTSMAN~~ Table ~~INTERNATIONAL LLC~~of ~~AND SUBSIDIARIES~~ Contents

HUNTSMAN ~~CONDENSED~~CORPORATION ~~CONSOLIDATED~~AND ~~BALANCE SHEETS (UNAUDITED)~~ SUBSIDIARIES

CONDENSED ~~(Dollars~~CONSOLIDATED inSTATEMENTS ~~Millions)~~ OF EQUITY

	March 31, 2013			December 31, 2012
ASSETS
Current assets:
Cash and cash equivalents(a)	$	215		$	210
Restricted cash(a)		9			9
Accounts and notes receivable (net of allowance for doubtful accounts of $47 each), ($572 and $520 pledged as collateral, respectively)(a)		1,594			1,534
Accounts receivable from affiliates		308			299
Inventories(a)		1,797			1,819
Prepaid expenses		47			48
Deferred income taxes		51			51
Other current assets(a)		204			222
Total current assets		4,225			4,192
Property, plant and equipment, net(a)		3,561			3,656
Investment in unconsolidated affiliates		236			238
Intangible assets, net(a)		65			70
Goodwill		116			117
Deferred income taxes		215			229
Notes receivable from affiliates		1			2
Other noncurrent assets(a)		441			366
Total assets	$	8,860		$	8,870
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable(a)	$	1,101		$	1,101
Accounts payable to affiliates		50			62
Accrued liabilities(a)		669			723
Deferred income taxes		38			39
Note payable to affiliate		100			100
Current portion of debt(a)		298			288
Total current liabilities		2,256			2,313
Long-term debt(a)		3,489			3,414
Notes payable to affiliates		744			599
Deferred income taxes		107			170
Other noncurrent liabilities(a)		1,117			1,157
Total liabilities		7,713			7,653
Commitments and contingencies (Notes 13 and 14)
Equity
Huntsman International LLC members' equity:
Members' equity, 2,728 units issued and outstanding		3,117			3,109
Accumulated deficit		(1,277	)		(1,224	)
Accumulated other comprehensive loss		(823	)		(791	)
Total Huntsman International LLC members' equity		1,017			1,094
Noncontrolling interests in subsidiaries		130			123
Total equity		1,147			1,217
Total liabilities and equity	$	8,860		$	8,870

(In Millions, Except Share Amounts)

(a)At March 31, 2013 and December 31, 2012, respectively, $20 and $28 of cash and cash equivalents, $9 each of restricted cash, $48 and $38 of accounts and notes receivable (net), $51 and $55 of inventories, nil each of other current assets, $372 and $378 of property, plant and equipment (net), $18 and $19 of intangible assets (net), $27 and $28 of other noncurrent assets, $78 and $76 of accounts payable, $23 and $26 of accrued liabilities, $187 and $193 of current portion of debt, $75 and $77 of long-term debt, and $99 and $101 of other noncurrent liabilities from consolidated variable interest entities are included in the respective Balance Sheet captions above. See "Note 5. Variable Interest Entities."

See accompanying notes to condensed consolidated financial statements (unaudited).

	*Huntsman Corporation Stockholders' Equity*
																	*Accumulated*
	*Shares*					*Additional*					*Unearned*						*other*			*Noncontrolling*
	*common*			*Common*		*paid-in*		*Treasury*			*stock-based*			*Retained*			*comprehensive*			*interests in*		*Total*
	*stock*			*stock*		*capital*		*stock*			*compensation*			*earnings*			*loss*			*subsidiaries*		*equity*
Balance, January 1, 2021		220,046,262		$	3	$	4,048	$	(731	)	$	(19	)	$	1,564		$	(1,346	)	$	154	$	3,673
Net income		—			—		—		—			—			83			—			17		100
Other comprehensive loss		—			—		—		—			—			—			(13	)		—		(13	)
Issuance of nonvested stock awards		—			—		25		—			(25	)		—			—			—		—
Vesting of stock awards		664,818			—		5		—			—			—			—			—		5
Recognition of stock-based compensation		—			—		2		—			6			—			—			—		8
Repurchase and cancellation of stock awards		(202,961	)		—		—		—			—			(6	)		—			—		(6	)
Stock options exercised		204,005			—		5		—			—			(2	)		—			—		3
Dividends declared on common stock ($0.1625 per share)		—			—		—		—			—			(36	)		—			—		(36	)
Balance, March 31, 2021		220,712,124		$	3	$	4,085	$	(731	)	$	(38	)	$	1,603		$	(1,359	)	$	171	$	3,734

Table of Contents

	*Huntsman Corporation Stockholders' Equity*
																	*Accumulated*
	*Shares*					*Additional*					*Unearned*						*other*			*Noncontrolling*
	*Common*			*Common*		*paid-in*		*Treasury*			*stock-based*			*Retained*			*comprehensive*			*interests in*		*Total*
	*stock*			*stock*		*capital*		*stock*			*compensation*			*earnings*			*loss*			*subsidiaries*		*equity*
Balance, January 1, 2020		224,295,868		$	3	$	4,008	$	(635	)	$	(17	)	$	690		$	(1,362	)	$	137	$	2,824
Net income		—			—		—		—			—			705			—			3		708
Other comprehensive loss		—			—		—		—			—			—			(21	)		—		(21	)
Issuance of nonvested stock awards		—			—		18		—			(18	)		—			—			—		—
Vesting of stock awards		943,026			—		4		—			—			—			—			—		4
Recognition of stock-based compensation		—			—		2		—			5			—			—			—		7
Repurchase and cancellation of stock awards		(283,975	)		—		—		—			—			(6	)		—			—		(6	)
Stock options exercised		57,209			—		2		—			—			(2	)		—			—		—
Treasury stock repurchased		(5,364,519	)		—		—		(96	)		—			—			—			—		(96	)
Dividends declared on common stock ($0.1625 per share)		—			—		—		—			—			(37	)		—			—		(37	)
Balance, March 31, 2020		219,647,609		$	3	$	4,034	$	(731	)	$	(30	)	$	1,350		$	(1,383	)	$	140	$	3,383

~~HUNTSMAN~~See ~~INTERNATIONAL LLC~~accompanying ~~AND~~notes ~~SUBSIDIARIES~~ to condensed consolidated financial statements.

~~CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)~~

~~(Dollars in Millions)~~ 7

	Three months ended March 31,
	2013			2012
Revenues:
Trade sales, services and fees, net	$	2,635		$	2,853
Related party sales		67			60
Total revenues		2,702			2,913
Cost of goods sold		2,349			2,359
Gross profit		353			554
Operating expenses:
Selling, general and administrative		224			219
Research and development		36			39
Other operating (income) expense		(7	)		5
Restructuring, impairment and plant closing costs		44			—
Total expenses		297			263
Operating income		56			291
Interest expense, net		(54	)		(61	)
Equity in income of investment in unconsolidated affiliates		1			2
Loss on early extinguishment of debt		(35	)		(1	)
(Loss) income from continuing operations before income taxes		(32	)		231
Income tax benefit (expense)		18			(61	)
(Loss) income from continuing operations		(14	)		170
Loss from discontinued operations, net of tax		(2	)		(4	)
Net (loss) income		(16	)		166
Net income attributable to noncontrolling interests		(7	)		—
Net (loss) income attributable to Huntsman International LLC	$	(23	)	$	166

Table of Contents

~~See~~HUNTSMAN ~~accompanying~~CORPORATION ~~notes~~AND ~~to condensed consolidated financial statements (unaudited).~~ SUBSIDIARIES

10CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Millions) ~~Table of Contents~~

~~HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES~~

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (UNAUDITED)

	*Three months*
	*ended*
	*March 31,*
	*2021*			*2020*
Operating Activities:
Net income	$	100		$	708
Less: Income from discontinued operations, net of tax		(1	)		(777	)
Income (loss) from continuing operations		99			(69	)
Adjustments to reconcile income (loss) from continuing operations to net cash used in operating activities from continuing operations:
Equity in income of investment in unconsolidated affiliates		(38	)		(2	)
Unrealized losses on fair value adjustments to Venator investment		19			110
Depreciation and amortization		74			67
Noncash lease expense		17			15
Noncash restructuring and impairment charges		8			—
Deferred income taxes		—			(2	)
Stock-based compensation		9			7
Other, net		2			(1	)
Changes in operating assets and liabilities:
Accounts and notes receivable		(117	)		(34	)
Inventories		(156	)		(92	)
Prepaid expenses		6			6
Other current assets		(16	)		1
Other noncurrent assets		(30	)		(7	)
Accounts payable		94			61
Accrued liabilities		20			(44	)
Taxes paid on sale of Chemical Intermediates Businesses		—			(2	)
Other noncurrent liabilities		(7	)		(54	)
Net cash used in operating activities from continuing operations		(16	)		(40	)
Net cash used in operating activities from discontinued operations		(1	)		(35	)
Net cash used in operating activities		(17	)		(75	)

Investing Activities:
Capital expenditures		(98	)		(61	)
Cash received from sale of businesses		15			1,915
Acquisition of businesses, net of cash acquired		(240	)		(346	)
Other, net		—			3
Net cash (used in) provided by investing activities		(323	)		1,511

~~(Dollars in Millions)~~

	Three months ended March 31,
	2013			2012
Net (loss) income	$	(16	)	$	166
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustments, net of tax of $2 and $(2), respectively		(67	)		73
Pension and other postretirement benefits adjustments, net of tax of $(11) and $(2), respectively		33			21
Other, net		2			1
Other comprehensive (loss) income		(32	)		95
Comprehensive (loss) income		(48	)		261
Comprehensive income attributable to noncontrolling interests		(7	)		(2	)
Comprehensive (loss) income attributable to Huntsman International LLC	$	(55	)	$	259

(Continued)

~~See accompanying notes to condensed consolidated financial statements (unaudited).~~

11 8

Table of Contents

HUNTSMAN ~~INTERNATIONAL LLC~~CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (~~UNAUDITED~~Continued)

(~~Dollars~~In in Millions)

	Three months ended March 31,
	2013			2012
Operating Activities:
Net (loss) income	$	(16	)	$	166
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Equity in income of investment in unconsolidated affiliates		(1	)		(2	)
Depreciation and amortization		102			103
Loss on disposal of businesses/assets, net		—			1
Loss on early extinguishment of debt		35			1
Noncash interest expense		5			9
Noncash restructuring and impairment charges		1			—
Deferred income taxes		(65	)		47
Noncash loss on foreign currency transactions		10			9
Noncash compensation		7			9
Other, net		4			4
Changes in operating assets and liabilities:
Accounts and notes receivable		(85	)		(239	)
Inventories		(9	)		(65	)
Prepaid expenses		3			1
Other current assets		16			27
Other noncurrent assets		(73	)		(1	)
Accounts payable		6			183
Accrued liabilities		(44	)		(53	)
Other noncurrent liabilities		29			(11	)
Net cash (used in) provided by operating activities		(75	)		189
Investing Activities:
Capital expenditures		(89	)		(81	)
Increase in receivable from affiliate		(3	)		(20	)
Investment in unconsolidated affiliates		(5	)		(34	)
Cash received from unconsolidated affiliates		15			15
Acquisition of a business		(7	)		(2	)
Increase in restricted cash		—			(8	)
Other, net		1			1
Net cash used in investing activities		(88	)		(129	)

(Continued)

	*Three months*
	*ended*
	*March 31,*
	*2021*			*2020*
Financing Activities:
Net borrowings (repayments) on revolving loan facilities	$	9		$	(158	)
Repayments of long-term debt		(548	)		—
Repayments of notes payable		—			(32	)
Dividends paid to noncontrolling interests		—			(23	)
Dividends paid to common stockholders		(37	)		(37	)
Repurchase and cancellation of stock awards		(6	)		(6	)
Repurchase of common stock		—			(96	)
Other, net		3			(2	)
Net cash used in financing activities		(579	)		(354	)
Effect of exchange rate changes on cash		(1	)		(13	)
(Decrease) increase in cash, cash equivalents and restricted cash		(920	)		1,069
Cash, cash equivalents and restricted cash at beginning of period		1,593			525
Cash, cash equivalents and restricted cash at end of period	$	673		$	1,594

Supplemental cash flow information:
Cash paid for interest	$	16		$	5
Cash paid for income taxes		8			36

~~Table~~As of ~~Contents~~March 31, 2021 and 2020, the amount of capital expenditures in accounts payable was $54 million and $59 million, respectively.

~~HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES~~

See ~~CONDENSED~~accompanying ~~CONSOLIDATED~~notes ~~STATEMENTS~~to OFcondensed ~~CASH~~consolidated ~~FLOWS~~financial ~~(UNAUDITED) (Continued)~~ statements.

~~(Dollars in Millions)~~

	Three months ended March 31,
	2013			2012
Financing Activities:
Net repayments under revolving loan facilities	$	—		$	(17	)
Net borrowings on overdraft facilities		1			3
Repayments of short-term debt		(5	)		(4	)
Borrowings on short-term debt		13			—
Repayments of long-term debt		(413	)		(109	)
Proceeds from issuance of long-term debt		473			—
Proceeds from notes payable to affiliate		145			102
Repayments of notes payable		(10	)		(17	)
Borrowings on notes payable		—			1
Debt issuance costs paid		—			(4	)
Call premiums and other costs related to early extinguishment of debt		(4	)		(1	)
Dividends paid to parent		(30	)		(24	)
Excess tax benefit related to stock-based compensation		1			4
Other, net		(1	)		1
Net cash provided by (used in) financing activities		170			(65	)
Effect of exchange rate changes on cash		(2	)		4
Increase (decrease) in cash and cash equivalents		5			(1	)
Cash and cash equivalents at beginning of period		210			231
Cash and cash equivalents at end of period	$	215		$	230
Supplemental cash flow information:
Cash paid for interest	$	59		$	82
Cash paid for income taxes		17			13

~~During~~ ~~the~~ Table ~~three months ended March 31, 2013 and 2012, the amount~~ of ~~capital expenditures in accounts payable decreased by $25 and $13 million, respectively. During the~~Contents ~~three months ended March 31, 2013 and 2012, Huntsman Corporation contributed $7 million and $9 million related to stock-based compensation, respectively.~~

~~See~~HUNTSMAN ~~accompanying~~INTERNATIONAL LLC ~~notes~~AND ~~to condensed consolidated financial statements (unaudited).~~ SUBSIDIARIES

13CONDENSED CONSOLIDATED BALANCE SHEETS

(In ~~Table of Contents~~ Millions)

~~HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES~~

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (UNAUDITED)

	*March 31,*			*December 31,*
	*2021*			*2020*
ASSETS
Current assets:
Cash and cash equivalents(a)	$	667		$	1,591
Accounts and notes receivable (net of allowance for doubtful accounts of $26 for both), ($245 and $198 pledged as collateral, respectively)(a)		1,010			902
Accounts receivable from affiliates		59			47
Inventories(a)		1,006			848
Other current assets		227			223
Total current assets		2,969			3,611
Property, plant and equipment, net(a)		2,514			2,505
Investment in unconsolidated affiliates		411			373
Intangible assets, net		422			453
Goodwill		739			533
Deferred income taxes		282			288
Operating lease right-of-use assets		432			445
Other noncurrent assets(a)		569			548
Total assets	$	8,338		$	8,756

LIABILITIES AND EQUITY
Current liabilities:
Accounts payable(a)	$	908		$	842
Accounts payable to affiliates		46			36
Accrued liabilities(a)		496			455
Current portion of debt(a)		57			593
Current operating lease liabilities(a)		49			52
Total current liabilities		1,556			1,978
Long-term debt(a)		1,510			1,528
Deferred income taxes		217			214
Noncurrent operating lease liabilities(a)		401			411
Other noncurrent liabilities(a)		867			900
Total liabilities		4,551			5,031
Commitments and contingencies (Notes 15 and 16)
Equity
Huntsman International LLC members’ equity:
Members’ equity, 2,728 units issued and outstanding		3,709			3,701
Retained earnings		1,252			1,203
Accumulated other comprehensive loss		(1,345	)		(1,333	)
Total Huntsman International LLC members’ equity		3,616			3,571
Noncontrolling interests in subsidiaries		171			154
Total equity		3,787			3,725
Total liabilities and equity	$	8,338		$	8,756

	Huntsman International LLC Members
	Members' equity								Accumulated other comprehensive (loss) income
						Accumulated deficit						Noncontrolling interests in subsidiaries		Total equity
	Units		Amount
Balance, January 1, 2013		2,728	$	3,109		$	(1,224	)	$	(791	)	$	123	$	1,217
Net (loss) income		—		—			(23	)		—			7		(16	)
Other comprehensive loss		—		—			—			(32	)		—		(32	)
Contribution from parent		—		7			—			—			—		7
Dividends paid to parent		—		—			(30	)		—			—		(30	)
Excess tax benefit related to stock-based compensation		—		1			—			—			—		1
Balance, March 31, 2013		2,728	$	3,117		$	(1,277	)	$	(823	)	$	130	$	1,147
Balance, January 1, 2012		2,728	$	3,081		$	(1,493	)	$	(611	)	$	114	$	1,091
Net income		—		—			166			—			—		166
Other comprehensive income		—		—			—			93			2		95
Dividends paid to parent		—		—			(24	)		—			—		(24	)
Acquisition of a business		—		(2	)		—			—			—		(2	)
Contribution from parent		—		9			—			—			—		9
Excess tax benefit related to stock-based compensation		—		4			—			—			—		4
Balance, March 31, 2012		2,728	$	3,092		$	(1,351	)	$	(518	)	$	116	$	1,339

See accompanying notes to condensed consolidated financial statements ~~(unaudited)~~.

10 ~~Table of Contents~~

~~HUNTSMAN~~ Table ~~CORPORATION~~of ~~AND SUBSIDIARIES~~ Contents

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

~~NOTES TO~~ CONDENSED CONSOLIDATED ~~FINANCIAL~~ STATEMENTS ~~(UNAUDITED)~~ OF OPERATIONS

(In ~~1. GENERAL~~ Millions)

~~CERTAIN DEFINITIONS~~

For convenience in this report, the terms "Company," "our," "us" or "we" may be used to refer to Huntsman Corporation and, unless the context otherwise requires, its subsidiaries and predecessors. In this report, "Huntsman International" refers to Huntsman International LLC (our 100% owned subsidiary) and, unless the context otherwise requires, its subsidiaries; and "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).

	*Three months*
	*ended*
	*March 31,*
	*2021*			*2020*
Revenues:
Trade sales, services and fees, net	$	1,802		$	1,549
Related party sales		35			44
Total revenues		1,837			1,593
Cost of goods sold		1,445			1,296
Gross profit		392			297
Operating expenses:
Selling, general and administrative		204			197
Research and development		38			36
Restructuring, impairment and plant closing costs		24			3
Other operating (income) expense, net		(3	)		5
Total operating expenses		263			241
Operating income		129			56
Interest expense, net		(19	)		(20	)
Equity in income of investment in unconsolidated affiliates		38			2
Fair value adjustments to Venator investment		(19	)		(110	)
Other income, net		7			9
Income (loss) from continuing operations before income taxes		136			(63	)
Income tax expense		(35	)		(7	)
Income (loss) from continuing operations		101			(70	)
Income from discontinued operations, net of tax		1			777
Net income		102			707
Net income attributable to noncontrolling interests		(17	)		(3	)
Net income attributable to Huntsman International LLC	$	85		$	704

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

~~INTERIM~~See ~~FINANCIAL~~accompanying ~~STATEMENTS~~ notes to condensed consolidated financial statements.

Our interim condensed consolidated financial statements (unaudited) and Huntsman International's interim condensed consolidated financial statements (unaudited) were prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP" or "U.S. GAAP") and in management's opinion reflect all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of results of operations, comprehensive income, financial position and cash flows for the periods presented. Results for interim periods are not necessarily indicative of those to be expected for the full year. These condensed consolidated financial statements (unaudited) should be read in conjunction with the audited consolidated financial statements and notes to consolidated financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2012 for our Company and Huntsman International.

~~DESCRIPTION OF BUSINESS~~ 11

~~We are a global manufacturer of differentiated organic chemical products and of inorganic chemical products. Our products comprise a~~ ~~broad~~ Table ~~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~~Contents in the adhesives, aerospace, automotive, construction products, personal care and hygiene, durable and non-durable consumer products, electronics, medical, packaging, paints and coatings, 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, surfactants, maleic anhydride, epoxy- based polymer formulations, textile chemicals, dyes and titanium dioxide.

~~We operate~~HUNTSMAN inINTERNATIONAL LLC ~~five~~AND segments: Polyurethanes, Performance Products, Advanced Materials, Textile Effects and Pigments. Our Polyurethanes, Performance Products, Advanced Materials and Textile Effects segments produce differentiated organic chemical products and our Pigments segment produces inorganic chemical products. In a series of transactions beginning in 2006, we sold or shutdown substantially all of our Australian styrenics operations and our North American polymers and base chemicals operations. We report the results of these businesses as discontinued operations. SUBSIDIARIES

15CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

~~Table~~(In ofMillions) ~~Contents~~

~~HUNTSMAN CORPORATION AND SUBSIDIARIES~~

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

	*Three months*
	*ended*
	*March 31,*
	*2021*			*2020*
Net income	$	102		$	707
Other comprehensive loss, net of tax:
Foreign currency translations adjustment		(31	)		(73	)
Pension and other postretirement benefits adjustments		19			53
Other comprehensive loss, net of tax		(12	)		(20	)
Comprehensive income		90			687
Comprehensive income attributable to noncontrolling interests		(17	)		(3	)
Comprehensive income attributable to Huntsman International LLC	$	73		$	684

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)~~

See 1.accompanying ~~GENERAL~~notes ~~(Continued)~~to condensed consolidated financial statements.

~~COMPANY~~

~~Our Company, a Delaware corporation, was formed in 2004 to hold the Huntsman businesses. Jon M. Huntsman founded the predecessor~~ ~~to our Company in 1970 as a small packaging company. Since then, we have grown through a series of acquisitions and now own a global portfolio of businesses.~~ 12

We ~~operate~~ Table ~~all~~ of ~~our businesses through Huntsman International, our 100% owned subsidiary. Huntsman International is a Delaware limited liability company.~~ Contents

HUNTSMAN ~~CORPORATION~~INTERNATIONAL LLC AND ~~HUNTSMAN INTERNATIONAL FINANCIAL STATEMENTS~~ SUBSIDIARIES

~~Except~~CONDENSED ~~where~~CONSOLIDATED ~~otherwise~~STATEMENTS ~~indicated,~~OF ~~these~~EQUITY notes relate to the condensed consolidated financial statements (unaudited) for both our Company and Huntsman International. The differences between our financial statements and Huntsman International's financial statements relate primarily to the following:

~~PRINCIPLES~~(In OFMillions, ~~CONSOLIDATION~~ Except Unit Amounts)

Our condensed consolidated financial statements (unaudited) 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, except for intercompany sales between continuing and discontinued operations.

USE OF ESTIMATES

	*Huntsman International LLC Members*
	*Members'*							*Accumulated other*			*Noncontrolling*
	*equity*							*comprehensive*			*interests in*		*Total*
	*Units*		*Amount*		*Retained earnings*			*loss*			*subsidiaries*		*equity*
Balance, January 1, 2021		2,728	$	3,701	$	1,203		$	(1,333	)	$	154	$	3,725
Net income		—		—		85			—			17		102
Dividends paid to parent		—		—		(36	)		—			—		(36	)
Other comprehensive loss		—		—		—			(12	)		—		(12	)
Contribution from parent		—		8		—			—			—		8
Balance, March 31, 2021		2,728	$	3,709	$	1,252		$	(1,345	)	$	171	$	3,787

The preparation of financial statements in conformity with 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.

RECENT DEVELOPMENTS

	*Huntsman International LLC Members*
	*Members'*							*Accumulated other*			*Noncontrolling*
	*equity*							*comprehensive*			*interests in*		*Total*
	*Units*		*Amount*		*Retained earnings*			*loss*			*subsidiaries*		*equity*
Balance, January 1, 2020		2,728	$	3,675	$	312		$	(1,352	)	$	137	$	2,772
Net income		—		—		704			—			3		707
Dividends paid to parent		—		—		(37	)		—			—		(37	)
Other comprehensive loss		—		—		—			(20	)		—		(20	)
Contribution from parent		—		6		—			—			—		6
Balance, March 31, 2020		2,728	$	3,681	$	979		$	(1,372	)	$	140	$	3,428

On April 29, 2013, Huntsman International entered into amendments to its U.S. accounts receivable securitization program ("U.S. A/R Program") and its European accounts receivable securitization program ("EU A/R Program" and, collectively with the U.S. A/R Program, our "A/R Programs"). These amendments, among other things, extend the scheduled commitment termination date of the loan facilities under our A/R Programs to April 2016. For more information, see "Note 7. Debt—Direct and Subsidiary Debt—Amendments to A/R Programs."

16See accompanying notes to condensed consolidated financial statements.

~~Table of Contents~~

~~HUNTSMAN CORPORATION AND SUBSIDIARIES~~ 13

Table ~~HUNTSMAN~~of ~~INTERNATIONAL LLC AND SUBSIDIARIES~~ Contents

HUNTSMAN ~~NOTES~~INTERNATIONAL LLC TOAND ~~CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)~~ SUBSIDIARIES

CONDENSED 1.CONSOLIDATED ~~GENERAL~~STATEMENTS ~~(Continued)~~OF CASH FLOWS

~~On March 11, 2013, Huntsman International entered into an eighth amendment to its senior secured credit facilities~~ (~~the~~In ~~"Senior Credit Facilities"~~Millions). The amendment provided for an additional term loan of $225 million, the net proceeds of which were used to repay in full the remaining $193 million principal amount outstanding under our term loan B facility ("Term Loan B") and for general corporate purposes. We recognized a loss on early extinguishment of debt of approximately $1 million on this redemption. The additional term loan has identical terms to our existing extended term loan B facility ("Extended Term Loan B"). See "Note 7. Debt—Direct and Subsidiary Debt—Amendment to Credit Agreement."

On March 4, 2013, Huntsman International, pursuant to an indenture entered into on November 19, 2012, issued $250 million aggregate principal amount of additional 4.875% senior notes due 2020 (the "2020 Senior Notes"). Huntsman International applied the net proceeds to redeem the remaining $200 million in aggregate principal amount of its 5.50% senior notes due 2016 (the "2016 Senior Notes"), to pay associated accrued interest and for general corporate purposes. We recognized a loss on early extinguishment of debt of approximately $34 million on this redemption. For more information, see "Note 7. Debt—Direct and Subsidiary Debt—Notes."

During the first quarter of 2013, we successfully completed the scheduled maintenance of our olefins and ethylene oxide facilities in Port Neches, Texas. This significant maintenance occurs approximately every four years at this facility.

	*Three months*
	*ended*
	*March 31,*
	*2021*			*2020*
Operating Activities:
Net income	$	102		$	707
Less: Income from discontinued operations, net of tax		(1	)		(777	)
Income (loss) from continuing operations		101			(70	)
Adjustments to reconcile income (loss) from continuing operations to net cash used in operating activities from continuing operations:
Equity in income of investment in unconsolidated affiliates		(38	)		(2	)
Unrealized losses on fair value adjustments to Venator investment		19			110
Depreciation and amortization		73			67
Noncash lease expense		17			15
Noncash restructuring and impairment charges		8			—
Deferred income taxes		—			(1	)
Noncash compensation		8			6
Other, net		1			1
Changes in operating assets and liabilities:
Accounts and notes receivable		(117	)		(34	)
Inventories		(156	)		(92	)
Prepaid expenses		6			6
Other current assets		(9	)		—
Other noncurrent assets		(30	)		(7	)
Accounts payable		93			59
Accrued liabilities		14			(44	)
Taxes paid on sale of Chemical Intermediates Businesses		—			(2	)
Other noncurrent liabilities		(7	)		(54	)
Net cash used in operating activities from continuing operations		(17	)		(42	)
Net cash used in operating activities from discontinued operations		(1	)		(35	)
Net cash used in operating activities		(18	)		(77	)

Investing Activities:
Capital expenditures		(98	)		(61	)
Cash received from sale of businesses		15			1,915
Acquisition of businesses, net of cash acquired		(240	)		(346	)
(Increase) decrease in receivable from affiliate		(7	)		279
Other, net		—			3
Net cash (used in) provided by investing activities		(330	)		1,790

~~2. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS~~

~~Accounting Pronouncements Adopted During 2013~~ (Continued)

In July 2012, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2012-02, Intangibles—Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment. The guidance in this ASU is intended to reduce complexity and costs of the annual impairment tests for indefinite-lived intangible assets by providing entities with the option of performing a qualitative assessment to determine whether further impairment testing is necessary. The amendments in this ASU include examples of events and circumstances that might indicate that an asset's fair value is less than its carrying value. The amendments in this ASU were effective prospectively for annual and interim indefinite-lived intangible assets impairment tests performed for fiscal years beginning after September 15, 2012. We adopted the amendments in this ASU effective January 1, 2013, and the initial adoption of the amendments in this ASU did not have a significant impact on our condensed consolidated financial statements (unaudited).

In ~~February 2013, the FASB issued ASU No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other~~ 14 Comprehensive Income, requiring entities to disclose information about the amounts reclassified out of accumulated other comprehensive income by component, as well as report, either on the face of the income statement where net income is presented or in the notes, the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items of net income. The amendments in this ASU were effective prospectively for interim and annual periods beginning after December 15, 2012. We adopted the amendments of this ASU effective January 1, 2013 and have disclosed the above additional

17 Table of Contents

~~Table~~HUNTSMAN ofINTERNATIONAL ~~Contents~~LLC AND SUBSIDIARIES

~~HUNTSMAN~~CONDENSED ~~CORPORATION~~CONSOLIDATED ~~AND~~STATEMENTS ~~SUBSIDIARIES~~OF CASH FLOWS (Continued)

(In ~~HUNTSMAN~~Millions) ~~INTERNATIONAL LLC AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)~~

2. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS (Continued)

	*Three months*
	*ended*
	*March 31,*
	*2021*			*2020*
Financing Activities:
Net borrowings (repayments) on revolving loan facilities	$	9		$	(158	)
Repayments of long-term debt		(548	)		—
Repayments of notes payable to affiliate		—			(380	)
Repayments of notes payable		—			(32	)
Dividends paid to noncontrolling interests		—			(23	)
Dividends paid to parent		(36	)		(36	)
Other		—			(2	)
Net cash used in financing activities		(575	)		(631	)
Effect of exchange rate changes on cash		(1	)		(13	)
(Decrease) increase in cash, cash equivalents and restricted cash		(924	)		1,069
Cash, cash equivalents and restricted cash at beginning of period		1,591			525
Cash, cash equivalents and restricted cash at end of period	$	667		$	1,594

Supplemental cash flow information:
Cash paid for interest	$	16		$	5
Cash paid for income taxes		8			36

information about reclassifications out of accumulated other comprehensive (loss) income in the notes to our condensed consolidated financial statements (unaudited). See "Note 12. Other Comprehensive (Loss) Income."

As ~~Accounting~~of ~~Pronouncements~~March ~~Pending~~31, ~~Adoption~~2021 and 2020, the amount of capital expenditures in ~~Future~~accounts ~~Periods~~ payable was $54 million and $59 million, respectively.

In February 2013, the FASB issued ASU No. 2013-04, Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date, requiring entities to measure obligations resulting from joint and several liability arrangements for which the total amount of the obligation is fixed at the reporting date, as the sum of the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and any additional amount the reporting entity expects to pay on behalf of its co-obligors. The amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The amendments in this ASU should be applied retrospectively to all prior periods presented for those obligations resulting from joint and several liability arrangements that exist at the beginning of an entity's fiscal year of adoption. We do not expect the adoption of the amendments in this ASU to have a significant impact on our condensed consolidated financial statements (unaudited).

~~In March~~See ~~2013,~~accompanying ~~the~~notes FASB issued ASU No. 2013-05, Foreign Currency Matters (Topic 830): Parent's Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity, resolving diversity in practice and clarifying the applicable guidance for the release of the cumulative translation adjustment into net income when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or business within a foreign entity. The amendments in this ASU are effective prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013. We do not expect the adoption of the amendments in this ASU to ~~have a significant impact on our~~ condensed consolidated financial statements ~~(unaudited)~~.

~~3. BUSINESS COMBINATIONS~~

~~NIPPON AQUA EQUITY INVESTMENT~~ 15

~~In March 2013, we completed the acquisition of a 20% equity interest in Nippon Aqua Co. Ltd. ("Nippon Aqua"), a spray~~ ~~polyurethane~~ Table foam ("SPF") insulation company based in Yokohama, Japan. In addition, we entered into a 10 year supply agreement with the company. Nippon Aqua is the SPF market leader in Japan, with business operations in over 30 locations across the country, and is a subsidiary of ~~leading residential home builder Hinokiya Holdings Co. Ltd. We supply various advanced~~Contents ~~MDI-based polyurethanes systems to Nippon Aqua. We will account for this investment using the equity method and will report the equity earnings in our Polyurethanes segment.~~

18HUNTSMAN CORPORATION AND SUBSIDIARIES

~~Table~~HUNTSMAN ofINTERNATIONAL ~~Contents~~LLC AND SUBSIDIARIES

~~HUNTSMAN~~NOTES ~~CORPORATION~~TO ~~AND~~CONDENSED ~~SUBSIDIARIES~~CONSOLIDATED FINANCIAL STATEMENTS

~~HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES~~

1. ~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)~~ GENERAL

~~3. BUSINESS COMBINATIONS (Continued)~~

~~RUSSIAN~~Certain ~~MDI, COATINGS AND SYSTEMS ACQUISITION~~ Definitions

On July 3, 2012, we completed our acquisition of the remaining 55% ownership interest in International Polyurethane Investments B.V. (the "Russian Systems House Acquisition"). This company's wholly owned subsidiary, Huntsman NMG ZAO, is a leading supplier of polyurethane systems to the adhesives, coatings and footwear markets in Russia, Ukraine and Belarus and is headquartered in Obninsk, Russia. The acquisition cost was approximately €13 million (approximately $16 million). The acquired business was integrated into our Polyurethanes segment. Transaction costs charged to expense related to this acquisition were not significant. The fair value of our existing 45% ownership interest immediately prior to the acquisition was $13 million, valued by applying the income approach. Key assumptions include a discount rate of 17% and a terminal growth rate of 4%. In connection with this transaction, during the third quarter of 2012 we recorded a noncash pretax loss of approximately $4 million in other operating (income) expense on the consolidation of this investment. The long-term debt of approximately $7 million that was assumed as part of this transaction was repaid shortly after the acquisition date.

~~We have~~For ~~accounted~~convenience ~~for~~in ~~the~~this ~~Russian~~report, ~~Systems House Acquisition using~~ the ~~acquisition~~terms ~~method.~~“Company,” As“Huntsman,” ~~such~~“our,” we“us” ~~analyzed~~or ~~the~~“we” may ~~fair~~be ~~value~~used ofto ~~tangible~~refer ~~and~~to ~~intangible~~Huntsman ~~assets~~Corporation ~~acquired~~ and, ~~liabilities assumed.~~unless ~~The~~the ~~preliminary~~context ~~allocation~~otherwise ofrequires, ~~acquisition~~its ~~cost~~subsidiaries toand ~~the~~predecessors. ~~assets~~In ~~acquired~~this ~~and~~report, ~~liabilities~~“Huntsman ~~assumed~~International” isrefers ~~summarized~~to asHuntsman ~~follows~~International LLC (~~dollars~~our inwholly-owned ~~millions~~subsidiary): .

Fair value of original 45% ownership interest acquired in 2007	$	13
Acquisition cost of 55% ownership interest acquired in 2012		16
Total fair value of net assets acquired	$	29
Fair value of assets acquired and liabilities assumed:
Accounts receivable	$	2
Inventories		9
Other current assets		1
Property, plant and equipment		31
Accounts payable		(4	)
Accrued liabilities		(1	)
Deferred income taxes		(2	)
Long-term debt		(7	)
Total fair value of net assets acquired	$	29

~~The acquisition~~In ~~cost~~this ~~allocation is preliminary pending final determination of the fair value of assets acquired and liabilities assumed~~report, ~~including~~we may ~~final valuation of working capital~~use, ~~property,~~ ~~plant~~without ~~and equipment~~definition, ~~intangible assets and~~ the ~~determination~~common ofnames ~~related deferred taxes. For purposes~~ of ~~this~~competitors ~~preliminary~~or ~~allocation~~other ofindustry ~~fair~~participants. ~~value,~~We may wealso ~~have~~use ~~assigned any excess of~~ the ~~acquisition~~ ~~cost~~common ~~over~~names ~~historical~~or ~~carrying~~abbreviations ~~values~~for tocertain ~~property,~~chemicals ~~plant~~or ~~and equipment and no amounts have been allocated to goodwill~~products. ~~It is possible that changes to this preliminary allocation could occur.~~

~~Table~~Interim ofFinancial ~~Contents~~Statements

~~HUNTSMAN CORPORATION AND SUBSIDIARIES~~

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

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)~~

Description 3.of ~~BUSINESS COMBINATIONS (Continued)~~ Businesses

If this acquisition were to have occurred January 1, 2012, there would have been no significant impact to combined earnings to our Company and Huntsman International. The following estimated pro forma revenues attributable to our Company and Huntsman International would have been reported (dollars in millions):

		Pro Forma
		Three months ended March 31, 2012 (unaudited)
Revenues		$	2,919

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 dyes industries. We are a leading global producer in many of our key product lines, including MDI, amines, maleic anhydride, epoxy-based polymer formulations, textile chemicals and dyes.

~~4. INVENTORIES~~

~~Inventories~~We ~~are~~operate our ~~stated~~businesses atthrough ~~the~~Huntsman ~~lower of cost or market~~International, ~~with~~our ~~cost determined using last~~wholly-inowned ~~first-out~~subsidiary. ~~("LIFO"),~~Huntsman ~~first-in~~International ~~first-out,~~is ~~and average~~a ~~costs~~Delaware ~~methods~~limited ~~for~~liability ~~different~~company ~~components~~and ofwas ~~inventory.~~formed ~~Inventories consisted of the following (dollars~~ in ~~millions):~~ 1999.

	March 31, 2013			December 31, 2012
Raw materials and supplies	$	478		$	484
Work in progress		101			98
Finished goods		1,297			1,311
Total		1,876			1,893
LIFO reserves		(79	)		(74	)
Net	$	1,797		$	1,819

Huntsman Corporation and Huntsman International Financial Statements

~~For both March 31, 2013 and December 31, 2012, approximately 11% of inventories were recorded using the LIFO cost method.~~

~~In the~~Except ~~normal~~where ~~course~~otherwise ~~of operations we~~indicated, atthese ~~times,~~notes ~~exchange~~relate ~~raw~~to ~~materials and finished goods with other companies for~~ the ~~purpose~~condensed ofconsolidated ~~reducing~~financial ~~transportation~~statements ~~costs. The net nonmonetary open exchange positions are valued at cost. The amounts included in inventory under nonmonetary open exchange agreements receivable by us~~ for both ~~March 31,~~our ~~2013~~Company and ~~December 31,~~Huntsman ~~2012 was $6 million~~International. ~~Other~~The ~~open~~differences ~~exchanges~~between ~~are~~our ~~settled~~financial instatements ~~cash~~ and ~~result~~Huntsman inInternational’s afinancial ~~net~~statements ~~deferred~~relate ~~profit~~primarily ~~margin.~~to ~~The~~the ~~amounts payable under these open exchange agreements as of March 31, 2013 and December 31, 2012 were $2 million and nil, respectively.~~ following:

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

~~HUNTSMAN CORPORATION AND SUBSIDIARIES~~

● ~~HUNTSMAN~~the ~~INTERNATIONAL LLC~~different ~~AND~~capital ~~SUBSIDIARIES~~ structures.

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)~~

~~5. VARIABLE INTEREST ENTITIES~~

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

Creditors of these entities have no recourse to our general credit, except in the event that we offer guarantees of specified indebtedness. See "Note 7. Debt—Direct and Subsidiary Debt." As the primary beneficiary of these variable interest entities at March 31, 2013, the joint ventures' assets, liabilities and results of operations are included in our condensed consolidated financial statements (unaudited).

21Our condensed consolidated financial statements include the accounts of our wholly-owned and majority-owned subsidiaries and any variable interest entities for which we are the primary beneficiary. Intercompany accounts and transactions have been eliminated.

~~Table of Contents~~

~~HUNTSMAN CORPORATION AND SUBSIDIARIES~~ Reclassifications

Certain ~~HUNTSMAN~~amounts ~~INTERNATIONAL LLC~~in ~~AND~~the ~~SUBSIDIARIES~~condensed consolidated financial statements for the prior period have been reclassified to conform with the current presentation.

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)~~ 16

Table 5.of ~~VARIABLE INTEREST ENTITIES (Continued)~~ Contents

~~The following~~Recent table summarizes the carrying amount of our variable interest entities' assets and liabilities included in our condensed consolidated balance sheets (unaudited), before intercompany eliminations (dollars in millions): Developments

	March 31, 2013		December 31, 2012
Current assets	$	172	$	163
Property, plant and equipment, net		372		378
Other noncurrent assets		67		61
Deferred income taxes		45		45
Intangible assets, net		18		19
Goodwill		15		16
Total assets	$	689	$	682
Current liabilities	$	358	$	348
Long-term debt		79		82
Deferred income taxes		8		8
Other noncurrent liabilities		99		102
Total liabilities	$	544	$	540

Dividend Increase

On April 6.28, ~~RESTRUCTURING~~2021, ~~IMPAIRMENT~~our ~~AND~~Board ~~PLANT~~of ~~CLOSING~~Directors ~~COSTS~~ declared a $0.1875 per share cash dividend on our common stock. This represents a 15% increase from the previous dividend.

AsAcquisition of ~~March 31,~~Gabriel ~~2013~~Performance ~~and December 31, 2012, accrued restructuring costs by type of cost and initiative consisted of the following (dollars in millions):~~ Products

	Workforce reductions(1)			Demolition and decommissioning			Non-cancelable lease and contract termination costs			Other restructuring costs			Total(2)
Accrued liabilities as of January 1, 2013	$	90		$	—		$	15		$	—		$	105
2013 charges for 2011 initiatives		—			4			16			1			21
2013 charges for 2012 initiatives		17			—			—			6			23
2013 charges for 2013 initiatives		2			—			—			—			2
Reversal of reserves no longer required		(7	)		—			—			—			(7	)
2013 payments for 2011 initiatives		(4	)		(4	)		—			(1	)		(9	)
2013 payments for 2012 initiatives		(4	)		—			—			(6	)		(10	)
Foreign currency effect on liability balance		(3	)		—			(1	)		—			(4	)
Accrued liabilities as of March 31, 2013	$	91		$	—		$	30		$	—		$	121

On January 15, 2021, we completed the acquisition of Gabriel Performance Products, a North American specialty chemical manufacturer of specialty additives and epoxy curing agents for the coatings, adhesives, sealants and composite end-markets (“Gabriel Acquisition”), from funds affiliated with Audax Private Equity in an all-cash transaction of approximately $249 million, subject to customary closing adjustments, funded from available liquidity. The acquired business is being integrated into our Advanced Materials segment. See “Note 3. Business Combinations and Acquisitions—Acquisition of Gabriel Performance Products.”

Redemption ~~(1)The total workforce reduction reserves~~ of ~~$91 million relate to~~ the ~~termination~~2021 ofSenior ~~817 positions, of which 738 positions had not been terminated as of March~~Notes ~~31, 2013.~~

22On 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 incurred an incremental cash tax liability of approximately $15 million in the first quarter of 2021 related to foreign currency exchange gains. See “Note 8. Debt—Senior Notes.”

~~Table~~Use of ~~Contents~~Estimates

~~HUNTSMAN CORPORATION AND SUBSIDIARIES~~

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

2. ~~NOTES~~RECENTLY TOISSUED ~~CONDENSED~~ACCOUNTING ~~CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)~~ PRONOUNCEMENTS

Accounting Pronouncements 6.ADopted During ~~RESTRUCTURING, IMPAIRMENT AND PLANT CLOSING COSTS (Continued)~~ 2021

~~(2)Accrued liabilities by initiatives were as follows (dollars in millions):~~

	March 31, 2013		December 31, 2012
2008 and prior initiatives	$	2	$	2
2009 initiatives		6		7
2010 initiatives		9		9
2011 initiatives		44		34
2012 initiatives		58		53
2013 initiatives		2		—
Total	$	121	$	105

We adopted the following accounting pronouncement during 2021, which did not have a significant impact on our condensed consolidated financial statements:

~~Details with~~● ~~respect~~Financial toAccounting ~~our~~Standards ~~reserves~~Board ~~for~~Accounting ~~restructuring,~~Standards ~~impairment~~Update ~~and~~No. ~~plant~~2021-01, ~~closing~~Reference ~~costs~~Rate ~~are~~Reform ~~provided below by segment and initiative~~ (~~dollars~~Topic ~~in millions~~848): Scope.

	Polyurethanes			Performance Products		Advanced Materials			Textile Effects			Pigments		Discontinued Operations		Corporate and Other		Total
Accrued liabilities as of January 1, 2013	$	27		$	—	$	27		$	42		$	1	$	6	$	2	$	105
2013 charges for 2011 initiatives		—			—		—			21			—		—		—		21
2013 charges for 2012 initiatives		—			—		23			—			—		—		—		23
2013 charges for 2013 initiatives		—			2		—			—			—		—		—		2
Reversal of reserves no longer required		(4	)		—		(2	)		(1	)		—		—		—		(7	)
2013 payments for 2011 initiatives		—			—		—			(9	)		—		—		—		(9	)
2013 payments for 2012 initiatives		(2	)		—		(8	)		—			—		—		—		(10	)
Foreign currency effect on liability balance		(1	)		—		(1	)		(2	)		—		—		—		(4	)
Accrued liabilities as of March 31, 2013	$	20		$	2	$	39		$	51		$	1	$	6	$	2	$	121
Current portion of restructuring reserves	$	20		$	2	$	38		$	26		$	1	$	6	$	2	$	95
Long-term portion of restructuring reserves		—			—		1			25			—		—		—		26
Estimated additional future charges for current restructuring projects
Estimated additional charges within one year		—			3		13			65			—		—		—		81
Estimated additional charges beyond one year		—			—		—			—			—		—		—		—

233. BUSINESS COMBINATIONS AND ACQUISITIONS

~~Table~~Acquisition of gaBRIEL ~~Contents~~Performance Products

~~HUNTSMAN~~As ~~CORPORATION~~discussed ~~AND~~in ~~SUBSIDIARIES~~“Note 1. General—Recent Developments—Acquisition of Gabriel Performance Products”, we completed the Gabriel Acquisition, a North American specialty chemical manufacturer of specialty additives and epoxy curing agents for the coatings, adhesives, sealants and composite end-markets on January 15, 2021, from funds affiliated with Audax Private Equity in an all-cash transaction of approximately $249 million, subject to customary closing adjustments, funded from available liquidity. The acquired business is being integrated into our Advanced Materials segment. Transaction costs related to this acquisition were approximately $1 million for the three months ended March 31, 2021 and were recorded in other operating (income) expense, net in our condensed consolidated statements of operations.

We ~~HUNTSMAN~~have ~~INTERNATIONAL~~accounted for the Gabriel Acquisition ~~LLC~~using ~~AND~~the ~~SUBSIDIARIES~~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):

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

Fair value of assets acquired and liabilities assumed:
Cash paid for the Gabriel Acquisition	$	249

Cash	$	9
Accounts receivable		13
Inventories		26
Property, plant and equipment		23
Intangible assets		16
Goodwill		172
Accounts payable		(7	)
Accrued liabilities		(2	)
Deferred income taxes		(1	)
Total fair value of net assets acquired	$	249

~~6. RESTRUCTURING, IMPAIRMENT AND PLANT CLOSING COSTS (Continued)~~ 17

~~Details with respect to cash and non-cash restructuring charges for the periods ended March 31, 2013 and 2012 by initiative are~~ ~~provided~~ Table ~~below~~of ~~(dollars in millions):~~ Contents

	Three months ended March 31, 2013
Cash charges:
2013 charges for 2011 initiatives	$	21
2013 charges for 2012 initiatives		23
2013 charges for 2013 initiatives		2
Pension-related charges		4
Reversal of reserves no longer required		(7	)
Non-cash charges		1
Total 2013 Restructuring, Impairment and Plant Closing Costs	$	44

The acquisition cost allocation is preliminary pending final determination of the fair value of assets acquired and liabilities assumed, including final valuation of certain liabilities, property, plant and equipment, intangible assets, leases and deferred taxes. Intangible assets acquired included in this preliminary allocation consist primarily of trademarks, technology and trade secrets. The applicable amortization periods are still being assessed. For purposes of this preliminary allocation of fair value, we have assigned any excess of the acquisition cost over the estimated preliminary fair value to goodwill. The estimated goodwill recognized is attributable primarily to projected future profitable growth in our Advanced Materials specialty portfolio and synergies. We expect that a portion of the estimated goodwill arising from the acquisition will be deductible for income tax purposes, but the amount is still being assessed. It is possible that material changes to this preliminary allocation of acquisition cost could occur.

	Three months ended March 31, 2012
Cash charges:
2012 charges for 2008 and prior initiatives	$	2
2012 charges for 2009 initiatives		1
2012 charges for 2011 initiatives		3
2012 charges for 2012 initiatives		5
Reversal of reserves no longer required		(12	)
Non-cash charges		1
Total 2012 Restructuring, Impairment and Plant Closing Costs	$	—

The acquired business had revenues and net income of $23 million and $4 million, respectively, for the period from the date of acquisition to March 31, 2021.

~~2013~~Acquisition ~~RESTRUCTURING~~of ~~ACTIVITIES~~ CVC Thermoset Specialties

During the three months ended March 31, 2013, our Polyurethanes segment reversed charges of $4 million related to workforce reductions in association with our program to reduce annualized fixed costs by approximately $75 million. Our Polyurethanes segment also recorded pension-related settlement charges of $5 million related to this program.

~~During the~~On May ~~three months ended March 31~~18, ~~2013~~2020, we completed our ~~Advanced~~acquisition ~~Materials~~of ~~segment~~CVC ~~recorded~~Thermoset ~~charges~~Specialties, ofa ~~$23 million~~North ~~primarily~~American ~~related~~specialty tochemical ~~workforce~~manufacturer ~~reductions~~serving ~~related~~the toindustrial ~~our~~composites, ~~global transformational~~adhesives ~~change~~and ~~program~~coatings ~~designed~~markets to(“CVC ~~improve~~Thermoset ~~the~~Specialties ~~segment's~~Acquisition”). ~~manufacturing~~We ~~efficiencies,~~acquired ~~enhance~~the ~~commercial~~business ~~excellence~~for ~~and~~$304 million ~~ensure~~from ~~its~~Emerald ~~long-term~~Performance ~~global~~Materials ~~competitiveness.~~LLC, ~~Our~~which ~~Advanced Materials~~is ~~segment~~majority ~~also reversed~~owned ~~charges~~by affiliates of ~~$2 million~~American ~~related~~Securities LLC, subject to ~~this~~customary ~~initiative.~~closing Weadjustments, ~~expect~~in toan ~~incur~~all-cash ~~additional~~transaction ~~charges~~funded offrom ~~$13 million~~available ~~through~~liquidity. ~~March~~The ~~2014,~~acquired ~~also~~business ~~related~~is tobeing ~~this~~integrated ~~initiative.~~into our Advanced Materials segment.

~~On September 27,~~We ~~2011,~~have weaccounted ~~announced~~for ~~plans~~the toCVC ~~implement~~Thermoset aSpecialties ~~significant~~Acquisition ~~restructuring~~using ofthe ~~our~~acquisition ~~Textile~~method. ~~Effects~~As ~~segment~~such, ~~including~~we analyzed the ~~closure~~fair value of ~~our~~tangible ~~production~~and ~~facilities~~intangible ~~and~~assets ~~business support~~acquired ~~offices~~and inliabilities ~~Basel,~~assumed. ~~Switzerland,~~The aspreliminary ~~part~~allocation of anacquisition ~~ongoing~~cost ~~strategic~~to ~~program~~the ~~aimed~~assets atacquired ~~improving~~and ~~the~~liabilities ~~Textile~~assumed ~~Effects~~is ~~segment's~~summarized as follows (dollars in millions):

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

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

~~Table of Contents~~

~~HUNTSMAN~~The ~~CORPORATION~~acquisition ~~AND~~cost ~~SUBSIDIARIES~~allocation is preliminary pending final determination of the fair value of assets acquired and liabilities assumed, primarily relating to the final valuation of certain liabilities and deferred taxes. 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.

~~HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)~~ 18

Table 6.of ~~RESTRUCTURING, IMPAIRMENT AND PLANT CLOSING COSTS (Continued)~~ Contents

~~long-term global~~Acquisition ~~competitiveness. In connection with this plan, during the three months ended March 2013, our Textile Effects segment recorded charges~~ of ~~$16 million for non~~Icynene-cancelable long-term contract termination costs, $4 million for decommissioning and $1 million for other restructuring and reversed charges of $1 million related to workforce reductions associated with this initiative. We expect to incur additional charges of $65 million through March 2014, also related to this initiative. Lapolla

~~2012 RESTRUCTURING ACTIVITIES~~

~~During~~On February ~~the~~20, ~~three~~2020, ~~months~~we ~~ended~~completed ~~March 31,~~our ~~2012~~acquisition of Icynene-Lapolla, ~~our~~a ~~Polyurethanes~~leading ~~segment~~North ~~recorded~~American ~~charges~~manufacturer and distributor of $5spray polyurethane foam insulation systems for residential and commercial applications (“Icynene-Lapolla Acquisition”). We acquired the business from an affiliate of FFL Partners, LLC for $353 million ~~primarily~~in ~~related to~~an ~~cost~~all-cash ~~reduction~~transaction ~~programs~~funded from available liquidity. The acquired business was integrated into our Polyurethanes segment.

~~During the~~We ~~three~~have ~~months~~accounted ~~ended~~for ~~March 31,~~the ~~2012,~~Icynene-Lapolla ~~our~~Acquisition ~~Advanced~~using ~~Materials~~the ~~segment~~acquisition ~~recorded~~method. ~~charges~~As ofsuch, ~~$1 million~~we ~~primarily~~analyzed ~~related to~~ the ~~reorganization~~fair value of ~~our~~tangible ~~global~~and ~~business structure~~intangible assets acquired and ~~the~~liabilities ~~relocation~~assumed. The allocation of ~~our~~acquisition ~~divisional~~cost ~~headquarters~~to ~~from~~the ~~Basel,~~assets ~~Switzerland~~acquired toand ~~The~~liabilities ~~Woodlands,~~assumed ~~Texas.~~is summarized as follows (dollars in millions):

On September 27, 2011, we announced plans to implement a significant restructuring of our Textile Effects segment, including the closure of our production facilities and business support offices in Basel, Switzerland, as part of an ongoing strategic program aimed at improving the Textile Effects segment's long-term global competitiveness. In connection with this plan, during the first quarter of 2012, we recorded a charge of $1 million primarily for workforce reductions. In addition, during the three months ended March 31, 2012, our Textile Effects segment recorded charges of $3 million primarily related to the closure of our St. Fons, France facility and a global transfer pricing initiative. Also during the three months ended March 31, 2012, we reversed $12 million of reserves that were no longer required for workforce reductions at our production facility in Langweid, Germany, the consolidation of manufacturing activities and processes at our site in Basel, Switzerland and closure of our production facilities in Basel, Switzerland.

During the three months ended March 31, 2012, our Pigments segment recorded charges of $1 million related to the closure of our Grimsby, U.K. plant.

Fair value of assets acquired and liabilities assumed:
Cash paid for the Icynene-Lapolla Acquisition in Q1 2020	$	353

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

~~Table~~As a result of ~~Contents~~the finalization of the valuation of the assets and liabilities, reallocations were made during the first quarter of 2021 in certain current asset and liability, property, plant and equipment, intangible asset, goodwill, other noncurrent assets and deferred tax balances. Intangible assets acquired consist primarily of trademarks, trade secrets and customer relationships, which are predominantly being amortized over a period of 10 years. The goodwill recognized is attributable primarily to projected future profitable growth, penetration into downstream markets and synergies. None of the goodwill arising from the acquisition is deductible for income tax purposes.

~~HUNTSMAN CORPORATION AND SUBSIDIARIES~~

PRO ~~HUNTSMAN~~FORMA ~~INTERNATIONAL LLC~~INFORMATION ~~AND~~FOR ~~SUBSIDIARIES~~ ACQUISITIONS

If ~~NOTES~~the TOGabriel ~~CONDENSED~~Acquisition, ~~CONSOLIDATED~~CVC ~~FINANCIAL~~Thermoset ~~STATEMENTS~~Specialties ~~(UNAUDITED)~~Acquisition and the Icynene-Lapolla Acquisition were to have occurred on January 1, 2020, the following estimated pro forma revenues, net income, net income attributable to Huntsman Corporation and Huntsman International would have been reported (~~Continued)~~dollars in millions):

~~7. DEBT~~

Outstanding debt consisted of the following (dollars in millions):

	*Three months*
	*ended*
	*March 31,*
	*2021(1)*		*2020*
Revenues	$	1,841	$	1,675
Net income		88		705
Net income attributable to Huntsman Corporation		71		702

~~Huntsman Corporation~~

	March 31, 2013		December 31, 2012
	Three months
Senior Credit Facilities:
	ended
Term loans	$	1,598	$	1,565
	March 31,
Amounts outstanding under A/R programs		236		241
	2021(1)				2020
Senior notes		646		568
Revenues	$	1,841		$	1,675
Senior subordinated notes		892		892
Net income		90			704
HPS (China) debt		90		94
Net income attributable to Huntsman International		73			701
Variable interest entities		262		270
Other		63		72
Total debt—excluding debt to affiliates	$	3,787	$	3,702
Total current portion of debt	$	298	$	288
Long-term portion		3,489		3,414
Total debt—excluding debt to affiliates	$	3,787	$	3,702
Total debt—excluding debt to affiliates	$	3,787	$	3,702
Notes payable to affiliates-noncurrent		4		4
Total debt	$	3,791	$	3,706

26(1) Includes pro forma information for the Gabriel Acquisition only.

19 ~~Table of Contents~~

~~HUNTSMAN~~ Table ~~CORPORATION~~of ~~AND SUBSIDIARIES~~ Contents

4. ~~HUNTSMAN~~DISCONTINUED ~~INTERNATIONAL LLC~~OPERATIONS AND ~~SUBSIDIARIES~~ BUSINESS DISPOSITIONS

SaLE ~~NOTES~~of ~~TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)~~ Venator InterEST

On December 723, 2020, we completed the sale of approximately 42.4 ~~DEBT~~million ordinary shares of Venator Materials PLC (~~Continued~~“Venator”) and received approximately $99 million in cash. 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. 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. We record this option agreement at fair value with changes in fair value reported in earnings.

For ~~Huntsman~~the three ~~International~~ months ended March 31, 2021 and 2020, we recorded net losses of $19 million and $110 million, respectively, to record our investment in Venator and related option to sell our remaining Venator shares at fair value. These net losses were recorded in “Fair value adjustments to Venator investment” on our condensed consolidated statements of operations.

	March 31, 2013		December 31, 2012
Senior Credit Facilities:
Term loans	$	1,598	$	1,565
Amounts outstanding under A/R programs		236		241
Senior notes		646		568
Senior subordinated notes		892		892
HPS (China) debt		90		94
Variable interest entities		262		270
Other		63		72
Total debt—excluding debt to affiliates	$	3,787	$	3,702
Total current portion of debt	$	298	$	288
Long-term portion		3,489		3,414
Total debt—excluding debt to affiliates	$	3,787	$	3,702
Total debt—excluding debt to affiliates	$	3,787	$	3,702
Notes payable to affiliates-current		100		100
Notes payable to affiliates-noncurrent		744		599
Total debt	$	4,631	$	4,401

Summarized financial information of Venator for the three months ended March 31, 2020 is as follows (in millions):

DIRECT AND SUBSIDIARY DEBT

	*Three months*
	*ended*
	*March 31, 2020*
Revenues	$	532
Gross profit		61
Income from continuing operations		8
Net income		8
Net income attributable to Venator		7

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

~~Certain~~ On January 3, 2020, we completed the sale of our ~~subsidiaries~~chemical ~~are~~intermediates ~~designated~~businesses, aswhich ~~nonguarantor~~includes ~~subsidiaries~~PO/MTBE, and ~~have~~our ~~third-party~~surfactants ~~debt~~business ~~agreements.~~(“Chemical ~~These~~Intermediates ~~debt~~Businesses”) ~~agreements~~to ~~contain~~Indorama ~~certain~~Ventures ~~restrictions~~Holdings ~~with~~L.P. ~~regard~~(“Indorama”) toin ~~dividends, distributions, loans~~a ortransaction ~~advances.~~valued Inat ~~certain~~approximately ~~circumstances~~$2 billion, ~~the~~comprised ~~consent~~ of a ~~third~~cash ~~party~~purchase ~~would~~price beof ~~required~~approximately ~~prior~~$1.92 tobillion and the transfer of ~~any~~approximately ~~cash~~$72 ormillion ~~assets~~in ~~from~~net ~~these~~underfunded ~~subsidiaries~~pension toand usother post-employment benefit liabilities. In connection with this sale, we recognized a net after-tax gain of $758 million in the first quarter of 2020. Also, in connection with this sale, we entered into long-term supply agreements with Indorama for certain raw materials at market prices supplied by the Chemical Intermediates Businesses.

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

On March 11, 2013, Huntsman International entered into an eighth amendment to its Senior Credit Facilities. The amendment provided for an additional term loan of $225 million, the net proceeds of which were used to repay in full the remaining $193 million principal amount outstanding under our Term Loan B and for general corporate purposes. The additional term loan was recorded at its carrying value of $224 million as of March 31, 2013. The additional term loan has identical terms to our Extended Term Loan B.

	*Three months*
	*ended*
	*March 31, 2020*
Major line items constituting pretax income of discontinued operations(1):
Trade sales, services and fees, net(2)	$	6
Cost of goods sold(2)		9
Gain on sale of the Chemical Intermediates Businesses		990
Insurance proceeds		28
Income from discontinued operations before income taxes		1,015
Income tax expense		(238	)
Net income attributable to discontinued operations	$	777

27(1) Discontinued operations include our Chemical Intermediates Businesses, our Australian styrenics operations and our North American polymers and base chemicals operations for all periods presented.

~~Table of Contents~~

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

~~HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)~~

~~7. DEBT (Continued)~~

In ~~connection with this debt repayment, we recognized a loss on early extinguishment of debt of approximately $1 million.~~ 20

Table ~~Senior~~of ~~Credit Facilities~~ Contents

As5. of March 31, 2013, our Senior Credit Facilities consisted of our revolving credit facility ("Revolving Facility"), Extended Term Loan B, our extended term loan B facility—series 2 ("Extended Term Loan B—Series 2") and our term loan C facility ("Term Loan C") as follows (dollars in millions): INVENTORIES

Facility	Committed Amount	Principal Outstanding			Carrying Value			Interest Rate(2)
Revolving Facility	$400	$	—	(1)	$	—	(1)	USD LIBOR plus 2.50%	2017	(3)
Extended Term Loan B	NA		863			861		USD LIBOR plus 2.50%	2017
Extended Term Loan B—Series 2	NA		342			342		USD LIBOR plus 2.75%	2017
Term Loan C	NA		419			395		USD LIBOR plus 2.25%	2016

Inventories ~~(1)We had~~are nostated ~~borrowings~~at ~~outstanding~~the ~~under~~lower ~~our~~of ~~Revolving~~cost ~~Facility;~~or wemarket, ~~had~~with ~~approximately~~cost ~~$18 million~~determined ~~(U.S.~~using ~~dollar~~LIFO, ~~equivalents)~~first-in offirst-out ~~letters of credit~~ and ~~bank~~ ~~guarantees~~average ~~issued~~cost ~~and~~methods ~~outstanding~~for ~~under~~different ~~our~~components ~~Revolving~~of ~~Facility~~inventory. ~~(2)The applicable~~ ~~interest~~Inventories ~~rate~~consisted of the ~~Senior~~following Credit Facilities is subject to certain secured leverage ratio thresholds. As of March 31, 2013, the weighted average interest rate on our outstanding balances under the Senior Credit Facilities was approximately 3%. (~~3)The maturity~~dollars ofin ~~the Revolving Facility commitments will accelerate if we do not repay, refinance or have a minimum level of liquidity available to enable us to repay our Term Loan C due June 30, 2016.~~ millions):

Our obligations under the Senior Credit Facilities are guaranteed by substantially all of our domestic subsidiaries and certain of our foreign subsidiaries (collectively, the "Guarantors"), and are secured by a first priority lien on substantially all of our domestic property, plant and equipment, the stock of all of our material domestic subsidiaries and certain foreign subsidiaries, and pledges of intercompany notes between certain of our subsidiaries.

Amendments to A/R Programs

	*March 31,*			*December 31,*
	*2021*			*2020*
Raw materials and supplies	$	245		$	180
Work in progress		47			44
Finished goods		745			651
Total		1,037			875
LIFO reserves		(31	)		(27	)
Net inventories	$	1,006		$	848

On April 29, 2013, Huntsman International entered into an amendment to the EU A/R Program. This amendment, among other things, extends the scheduled commitment termination date of the EU A/R Program by two years to April 2016 and reduces the applicable margin on borrowings to 1.35%.

~~On April 29,~~As ~~2013~~of March 31, ~~Huntsman~~2021 ~~International~~and December ~~entered~~31, ~~into~~2020, anapproximately ~~amendment~~6% toand ~~the U.S. A/R Program. This amendment~~7%, ~~among other things~~respectively, ~~extends~~of ~~the~~inventories ~~scheduled~~were ~~commitment~~recorded ~~termination~~using ~~date of~~ the ~~U.S.~~LIFO ~~A/R~~cost ~~Program by two years to April 2016~~method, ~~provides for additional availability under the U~~respectively.~~S. A/R program and reduces the applicable margin on borrowings to 1.10%.~~

~~Table~~6. ofVARIABLE ~~Contents~~INTEREST ENTITIES

~~HUNTSMAN CORPORATION AND SUBSIDIARIES~~

We ~~HUNTSMAN~~evaluate ~~INTERNATIONAL LLC~~our ~~AND~~investments ~~SUBSIDIARIES~~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:

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)~~

● 7.Rubicon ~~DEBT~~LLC ~~(Continued)~~is our 50%-owned joint venture with Lanxess that manufactures products for our Polyurethanes and Performance Products segments.

~~Notes~~

On● ~~March 4,~~Arabian ~~2013,~~Amines ~~pursuant~~Company tois anour ~~indenture~~50%-owned ~~entered~~joint ~~into~~venture onwith ~~November 19,~~Zamil ~~2012,~~group ~~Huntsman~~that ~~International~~manufactures ~~issued $250 million~~products aggregate principal amount of additional 2020 Senior Notes. The notes are recorded at carrying value of $246 million as of March 31, 2013. Huntsman International applied the net proceeds to redeem the remaining $200 million in aggregate principal amount of its 2016 Senior Notes, to pay associated accrued interest and for ~~general~~our ~~corporate~~Performance ~~purposes.~~Products segment.

The 2020 Senior Notes bear interest at the rate of 4.875% per year payable semi-annually on May 15 and November 15 of each year, beginning on May 15, 2013 and are due on November 15, 2020. Huntsman International may redeem the 2020 Senior Notes in whole or in part at any time prior to August 17, 2020 at a price equal to 100% of the principal amount thereof plus a "make-whole" premium and accrued and unpaid interest.

~~The 2020~~During ~~Senior Notes are general unsecured senior obligations of Huntsman International and are guaranteed on a general unsecured senior basis by~~ the ~~Guarantors.~~three ~~The~~months ~~indenture~~ended ~~with respect to the 2020 Senior Notes imposes certain limitations on the ability of Huntsman International and its subsidiaries to~~2021, ~~among~~there ~~other~~were ~~things,~~no ~~incur~~changes 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 its properties and assets. Upon the occurrence of certain change of control events, holders of the 2020 Senior Notes will have the right to require that Huntsman International purchase all or a portion of such holder's 2020 Senior Notes in ~~cash~~our atvariable ~~a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid~~ interest ~~to the date of repurchase~~entities.

~~As of March 31, 2013, we had outstanding the following notes (monetary amounts in millions):~~

Notes	Maturity			Amount Outstanding
2020 Senior Notes	November 2020	4.875	%	$650 ($646 carrying value)
Senior Subordinated Notes	March 2020	8.625	%	$350
Senior Subordinated Notes	March 2021	8.625	%	$530 ($542 carrying value)

Creditors of these entities have no recourse to our general credit. See “Note 8. Debt—Direct and Subsidiary Debt.” As the primary beneficiary of these variable interest entities at March 31, 2021, the joint ventures’ assets, liabilities and results of operations are included in our condensed consolidated financial statements.

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

~~HUNTSMAN CORPORATION AND SUBSIDIARIES~~

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

	*March 31,*		*December 31,*
	*2021*		*2020*
Current assets	$	56	$	49
Property, plant and equipment, net		166		167
Operating lease right-of-use assets		27		22
Other noncurrent assets		152		138
Deferred income taxes		30		30
Total assets	$	431	$	406
Current liabilities	$	201	$	183
Long-term debt		—		3
Noncurrent operating lease liabilities		21		17
Other noncurrent liabilities		82		82
Deferred income taxes		1		1
Total liabilities	$	305	$	286

The ~~NOTES~~revenues, TOincome ~~CONDENSED~~from ~~CONSOLIDATED~~continuing ~~FINANCIAL~~operations ~~STATEMENTS~~before ~~(UNAUDITED)~~income taxes and net cash provided by operating activities for our variable interest entities for the three months ended March 31, 2021 and 2020 are as follows (~~Continued)~~dollars in millions):

~~7. DEBT (Continued)~~

Redemption of Notes and Loss on Early Extinguishment of Debt

	*Three months*
	*ended*
	*March 31,*
	*2021*		*2020*
Revenues	$	—	$	—
Income from continuing operations before income taxes		—		1
Net cash provided by operating activities		4		6

~~During the three months ended March 31, 2013 and 2012, we redeemed or repurchased the following notes (monetary amounts in millions):~~

Date of Redemption		Notes		Principal Amount of Notes Redeemed		Amount Paid (Excluding Accrued Interest)		Loss on Early Extinguishment of Debt
March 4, 2013		5.50% Senior Notes due 2016		$200		$200		$	34
March 26, 2012		7.50% Senior Subordinated Notes due 2015		€64 (approximately $86)		€65 (approximately $87)		$	1

~~Variable Interest Entity Debt~~

~~As of March 31, 2013, Arabian Amines Company had $179 million outstanding under its loan commitments and debt financing~~ ~~arrangements. Arabian Amines Company, our consolidated 50%-owned joint venture, is currently not in compliance with payment and other obligations under these loan commitments. We do not guarantee~~ 21 these loan commitments and Arabian Amines Company is not a guarantor of any of our other debt obligations, and the non-compliance with these financial covenants does not affect any of our other debt obligations. We are currently in discussions with the lenders under these loan commitments and expect to resolve the noncompliance. As of March 31, 2013, the amounts outstanding under these loan commitments were classified as current on our condensed consolidated balance sheets (unaudited).

Table ~~Note~~of ~~Payable from Huntsman International to Huntsman Corporation~~ Contents

~~As of March 31, 2013, we have a loan of $840 million to our subsidiary, Huntsman International (the "Intercompany Note")~~7. ~~The~~ ~~Intercompany Note is unsecured and $100 million of the outstanding amount is classified as current as of March 31~~RESTRUCTURING, ~~2013~~IMPAIRMENT onAND ~~our~~PLANT ~~condensed~~CLOSING consolidated balance sheets (unaudited). As of March 31, 2013, under the terms of the Intercompany Note, Huntsman International promises to pay us interest on the unpaid principal amount at a rate per annum based on the previous monthly average borrowing rate obtained under our U.S. A/R Program, less 10 basis points (provided that the rate shall not exceed an amount that is 25 basis points less than the monthly average borrowing rate obtained for the U.S. LIBOR-based borrowings under our Revolving Facility). COSTS

~~COMPLIANCE~~As ~~WITH~~of March ~~COVENANTS~~31, 2021 and December 31, 2020, accrued restructuring costs by type of cost and initiative consisted of the following (dollars in millions):

We believe that we are in compliance with the covenants contained in the agreements governing our material debt instruments, including our Senior Credit Facilities, our A/R Programs and our notes. However, Arabian Amines Company, our consolidated 50%-owned joint venture, is currently not in compliance with payment and other obligations under its loan commitments. See "—Variable Interest Entity Debt" above.

	*Workforce reductions*			*Demolition and decommissioning*		*Non-cancelable lease and contract termination costs*		*Other restructuring costs*			*Total*
Accrued liabilities as of January 1, 2021	$	29		$	—	$	2	$	—		$	31
2021 charges for 2020 and prior initiatives		12			—		—		2			14
2021 charges for 2021 initiatives		2			—		—		—			2
2021 payments for 2020 and prior initiatives		(5	)		—		—		(2	)		(7	)
Accrued liabilities as of March 31, 2021	$	38		$	—	$	2	$	—		$	40

30Details with respect to our reserves for restructuring, impairment and plant closing costs by segment and initiative are provided below (dollars in millions):

Table of Contents

				*Performance*			*Advanced*			*Textile*			*Corporate*
	*Polyurethanes*			*Products*			*Materials*			*Effects*			*and Other*			*Total*
Accrued liabilities as of January 1, 2021	$	12		$	2		$	9		$	8		$	—		$	31
2021 charges (credits) for 2020 and prior initiatives		1			—			(1	)		—			14			14
2021 charges for 2021 initiatives		—			—			2			—			—			2
2021 payments for 2020 and prior initiatives		(2	)		(1	)		(2	)		(1	)		(1	)		(7	)
Accrued liabilities as of March 31, 2021	$	11		$	1		$	8		$	7		$	13		$	40

Current portion of restructuring reserves	$	11		$	1		$	5		$	4		$	5		$	26
Long-term portion of restructuring reserves		—			—			3			3			8			14

~~HUNTSMAN~~Details ~~CORPORATION~~with ~~AND~~respect ~~SUBSIDIARIES~~to cash and noncash restructuring charges from continuing operations for the three months ended March 31, 2021 and 2020 are provided below (dollars in millions):

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

	*Three months*
	*ended*
	*March 31,*
	*2021*		*2020*
Cash charges:
2021 charges for 2020 and prior initiatives	$	14	$	—
2021 charges for 2021 initiatives		2		—
2020 charges for 2019 and prior initiatives		—		1
2020 charges for 2020 initiatives		—		2
Noncash charges:
Other noncash charges		8		—
Total restructuring, impairment and plant closing costs	$	24	$	3

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)~~

2021 7.Restructuring ~~DEBT (Continued)~~ Activities

~~Our material~~Beginning ~~financing~~in ~~arrangements~~the ~~contain~~first ~~certain~~quarter ~~covenants~~of ~~with~~2021, ~~which~~our weCorporate ~~must~~and ~~comply.~~other Asegment ~~failure~~incurred restructuring tocosts ~~comply~~related ~~with~~to a restructuring ~~covenant~~program ~~could~~to ~~result~~optimize inour aglobal ~~default~~approach ~~under~~to aleveraging ~~financing~~shared ~~arrangement unless~~services wecapabilities. ~~obtained~~In anconnection ~~appropriate~~with ~~waiver~~this orrestructuring ~~forbearance~~program, ~~(as to which~~ we ~~can~~recorded ~~provide~~restructuring noexpense ~~assurance).~~of Aapproximately ~~default~~$14 ~~under~~million ~~these~~in ~~material~~the ~~financing~~first ~~arrangements~~quarter ~~generally~~of ~~allows~~2021 ~~debt~~related ~~holders~~primarily ~~the option~~ to ~~declare~~ ~~the~~workforce ~~underlying debt obligations immediately due and payable. Furthermore~~reductions, ~~certain of our material financing arrangements contain cross-default~~ and ~~cross-acceleration~~we ~~provisions~~expect ~~under which a failure~~ to ~~comply~~record ~~with~~further ~~the~~restructuring ~~covenants~~expenses ~~in one financing arrangement may result in an event~~ of ~~default~~approximately ~~under~~$2 ~~another~~million ~~financing~~through ~~arrangement~~2023.

~~Our Senior~~Beginning ~~Credit~~in ~~Facilities~~the ~~are~~third ~~subject~~quarter toof a2020, ~~single~~our ~~financial~~Polyurethanes ~~covenant~~segment ~~(the~~implemented ~~"Leverage~~a ~~Covenant")~~restructuring ~~which~~program ~~applies only~~ to ~~the~~optimize ~~Revolving~~its ~~Facility~~downstream ~~and is tested at the Huntsman International level~~footprint. ~~The~~In ~~Leverage~~connection ~~Covenant~~with isthis ~~applicable~~restructuring ~~only if borrowings~~program, ~~letters~~we ofrecorded ~~credit~~restructuring orexpense ~~guarantees~~of ~~are~~approximately ~~outstanding~~$1 ~~under~~million in the ~~Revolving~~ ~~Facility~~first ~~(cash~~quarter ~~collateralized letters~~ of ~~credit~~2021 orand ~~guarantees~~we ~~are~~expect ~~not~~to ~~deemed~~record ~~outstanding).~~further ~~The~~restructuring ~~Leverage~~expenses ~~Covenant is a net senior secured leverage ratio covenant which requires that Huntsman International's ratio~~ of ~~senior~~between ~~secured~~approximately ~~debt~~$10 million toand ~~EBITDA~~$12 million ~~(as~~through ~~defined~~year inend ~~the applicable agreement) is not more than 3~~2021.~~75 to 1.~~

~~If in~~2020 Restructuring the future Huntsman International fails to comply with the Leverage Covenant, then we may not have access to liquidity under our Revolving Facility. If Huntsman International failed to comply with the Leverage Covenant at a time when we had uncollateralized loans or letters of credit outstanding under the Revolving Facility, Huntsman International would be in default under the Senior Credit Facilities, and, unless Huntsman International obtained a waiver or forbearance with respect to such default (as to which we can provide no assurance), Huntsman International could be required to pay off the balance of the Senior Credit Facilities in full, and we may not have further access to such facilities. Activities

~~The agreements~~During ~~governing~~the ~~our~~first ~~A/R~~quarter ~~Programs~~of ~~also~~2020, ~~contain~~our ~~certain~~Textile ~~receivable~~Effects ~~performance~~segment ~~metrics.~~implemented ~~Any~~restructuring ~~material~~programs ~~failure~~ to ~~meet~~rationalize ~~the~~and ~~applicable~~realign ~~A/R~~structurally ~~Programs'~~across ~~metrics~~various infunctions ~~the~~and ~~future~~certain ~~could~~locations ~~lead to~~within ~~an early termination event under~~ the ~~A/R~~segment. ~~Programs,~~In ~~which~~connection ~~could~~with ~~require~~these usrestructuring ~~to cease our use of such facilities~~programs, ~~prohibiting~~we usrecorded ~~from~~restructuring ~~additional~~expense ~~borrowings against our receivables or, at the discretion~~ of ~~the~~approximately ~~lenders,~~$2 million ~~requiring~~for ~~that we repay~~ the ~~A/R~~three ~~Programs~~months inended March ~~full.~~31, ~~An early termination event under the A/R Programs would also constitute an event of default under our Senior Credit Facilities~~2020, related ~~which~~primarily ~~could require us~~ to ~~pay~~workforce ~~off the balance of the Senior Credit Facilities in full and could result in the loss of our Senior Credit Facilities~~reductions.

~~8. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES~~ 22

We Table are exposed to market risks, such as changes in interest rates, foreign exchange rates and commodity pricing risks. From time to time, we enter into transactions, including transactions involving derivative instruments, to manage certain of ~~these exposures.~~ Contents

~~All derivatives, whether designated in hedging relationships or not, are recorded on our balance sheet at fair value~~8. IfDEBT 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

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

~~HUNTSMAN CORPORATION AND SUBSIDIARIES~~

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

	*March 31,*		*December 31,*
	*2021*		*2020*
Senior Credit Facilities:
Revolving facility	$	—	$	—
Amounts outstanding under A/R programs		—		—
Senior notes		1,489		2,047
Variable interest entities		55		50
Other		23		24
Total debt	$	1,567	$	2,121
Total current portion of debt	$	57	$	593
Long-term portion of debt		1,510		1,528
Total debt	$	1,567	$	2,121

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)~~

Direct 8.and ~~DERIVATIVE~~Subsidiary ~~INSTRUMENTS AND HEDGING ACTIVITIES (Continued)~~ Debt

comprehensive loss, to the extent effective, and will be recognized in the income statement when the hedged item affects earnings. To the extent applicable, we perform effectiveness assessments in order to use hedge accounting at each reporting period. For a derivative that does not qualify as a hedge, changes in fair value are recognized in earnings.

~~We also~~Huntsman ~~hedge~~Corporation’s ~~our~~direct ~~net~~debt ~~investment~~and inguarantee obligations consist of a guarantee of certain ~~European~~indebtedness ~~operations.~~incurred ~~Changes~~from intime ~~the~~to ~~fair~~time ~~value~~to finance certain insurance premiums. Substantially all of ~~the~~our ~~hedge~~other indebt, including the ~~net~~facilities ~~investment~~described ofbelow, ~~certain~~has ~~European~~been ~~operations~~incurred ~~are~~by ~~recorded~~our insubsidiaries ~~accumulated other~~(primarily ~~comprehensive~~Huntsman ~~loss~~International). Huntsman Corporation is not a guarantor of such subsidiary debt.

Our cash flows and earnings are subject to fluctuations due to exchange rate variation. Our revenues and expenses are denominated in various foreign currencies. From time to time, we may enter into foreign currency derivative instruments to minimize the short-term impact of movements in foreign currency rates. Where practicable, we generally net multicurrency cash balances among our subsidiaries to help reduce exposure to foreign currency exchange rates. Certain other exposures may be managed from time to time through financial market transactions, principally through the purchase of spot or forward foreign exchange contracts (generally with maturities of one year or less). We do not hedge our foreign currency exposures in a manner that would eliminate the effect of changes in exchange rates on our cash flows and earnings. As of March 31, 2013, we had approximately $229 million in notional amount (in U.S. dollar equivalents) outstanding in forward foreign currency contracts.

~~On December 9,~~Certain ~~2009,~~of weour ~~entered~~subsidiaries ~~into~~have ~~a five~~third-~~year~~party ~~interest~~debt ~~rate~~agreements ~~contract~~that tocontain ~~hedge~~certain ~~the~~restrictions ~~variability~~with ~~caused~~regard ~~by monthly changes in cash flow due~~ to ~~associated~~dividends, ~~changes~~distributions, ~~in LIBOR~~loans ~~under~~or ~~our Senior Credit Facilities~~advances. ~~The~~In ~~notional~~certain ~~value of the contract is $50 million~~circumstances, ~~and it has been designated as a cash flow hedge. The effective portion of~~ the ~~changes~~consent ~~in the fair value~~ of ~~the swap was recorded in other comprehensive loss. We will pay~~ a ~~fixed~~third ~~2.6%~~party onwould ~~the~~be ~~hedge~~required ~~and~~prior ~~receive~~to the ~~one-month~~transfer ~~LIBOR rate. As~~ of ~~March 31,~~any ~~2013,~~cash ~~the~~or ~~fair~~assets ~~value~~from ofthese ~~the hedge~~subsidiaries ~~was~~to ~~$2 million and was recorded in other noncurrent liabilities on our condensed consolidated balance sheets (unaudited)~~us.

On January 19, 2010, we entered into an additional five-year interest rate contract to hedge the variability caused by monthly changes in cash flow due to associated changes in LIBOR under our Senior Credit Facilities. The notional value of the contract is $50 million, and it has been designated as a cash flow hedge. The effective portion of the changes in the fair value of the swap was recorded as other comprehensive loss. We will pay a fixed 2.8% on the hedge and receive the one-month LIBOR rate. As of March 31, 2013, the fair value of the hedge was $2 million and was recorded in other noncurrent liabilities on our condensed consolidated balance sheets (unaudited).

~~On September 1,~~Debt ~~2011,~~Issuance we entered into a $50 million forward interest rate contract that will begin in December 2014 with maturity in April 2017 and a $50 million forward interest rate contract that will begin in January 2015 with maturity in April 2017. These two forward contracts are to hedge the variability caused by monthly changes in cash flow due to associated changes in LIBOR under our Senior Credit Facilities once our existing interest rate hedges mature. These swaps are designated as cash flow hedges and the effective portion of the changes in the fair value of the swaps were recorded in other comprehensive income. Both interest rate contracts will pay a fixed 2.5% on the hedge and receive the one-month LIBOR rate once the contracts begin in 2014 and 2015, respectively. As of Costs

~~Table~~We record debt issuance costs related to a debt liability on the balance sheet as a reduction to the face amount of ~~Contents~~that debt liability. For March 31, 2021 and December 31, 2020, the amount of debt issuance costs directly reducing the debt liability was $8 million and $9 million, respectively. We record the amortization of debt issuance costs as interest expense.

~~HUNTSMAN CORPORATION AND SUBSIDIARIES~~

Revolving ~~HUNTSMAN~~Credit ~~INTERNATIONAL LLC AND SUBSIDIARIES~~ Facility

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)~~

As 8of March 31, 2021, our $1.2 billion ~~DERIVATIVE~~senior ~~INSTRUMENTS~~unsecured ~~AND~~revolving ~~HEDGING~~credit ~~ACTIVITIES~~facility (~~Continued~~“Revolving Credit Facility”) was as follows (dollars in millions):

~~March 31, 2013, the combined fair value of these two hedges was $4 million and was recorded in other noncurrent liabilities on our condensed consolidated balance sheets (unaudited).~~

In 2009, Sasol-Huntsman entered into derivative transactions to hedge the variable interest rate associated with its local credit facility. These derivative rate hedges include a floating to fixed interest rate contract providing Sasol-Huntsman with EURIBOR interest payments for a fixed payment of 3.62% and a cap for future periods with a strike price of 3.62%. In connection with the consolidation of Sasol-Huntsman as of April 1, 2011, the interest rate contract is now included in our consolidated results. See "Note 5. Variable Interest Entities." The notional amount of the hedge as of March 31, 2013 was €42 million (approximately $54 million) and the derivative transactions do not qualify for hedge accounting. As of March 31, 2013, the fair value of this hedge was €2 million (approximately $3 million) and was recorded in other noncurrent liabilities on our condensed consolidated balance sheets (unaudited). For the three months ended March 31, 2013, we recorded additional interest expense of nil due to changes in the fair value of the swap.

Unamortized

Discounts and

Committed

Principal

Debt Issuance

Carrying

Facility

Amount

Outstanding

Costs

Value

Interest Rate(2)

Maturity

Revolving Credit Facility

1,200

—

(1)

—

(1)

—

(1)

USD LIBOR plus 1.50%

2023

Beginning in 2009, Arabian Amines Company entered into a 12-year floating to fixed interest rate contract providing for a receipt of LIBOR interest payments for a fixed payment of 5.02%. In connection with the consolidation of Arabian Amines Company as of July (1,) ~~2010,~~On ~~the interest rate contract is now included in our consolidated results. See "Note 5. Variable Interest Entities." The notional amount of the swap as of~~ March ~~31,~~ ~~2013 was $34 million, and the interest rate contract is not designated as a cash flow hedge. As of March~~ 31, ~~2013~~2021, ~~the~~we ~~fair~~had ~~value~~an ofadditional ~~the swap was~~ $5 6 million ~~and was recorded as other noncurrent liabilities on our condensed consolidated balance sheets~~ (~~unaudited)~~U.S. ~~For~~dollar ~~the~~equivalents) ~~three months ended March 31, 2013, we recorded additional interest expense~~ of ~~$1 million~~letters ~~due to changes in fair value~~ of ~~the~~credit ~~swap. As of March 31, 2013, Arabian Amines Company was not in compliance with payment~~ and ~~other~~bank ~~obligations~~guarantees ~~contained~~issued ~~in its loan commitments. For more information, see "Note 7. Debt—Direct~~ and ~~Subsidiary~~outstanding ~~Debt—Variable~~under ~~Interest~~our ~~Entity~~Revolving ~~Debt."~~Credit Facility.

In conjunction with the issuance of our 8.625% senior subordinated notes due 2020, we entered into cross-currency interest rate contracts with three counterparties. On March 17, 2010, we made payments of $350 million to these counterparties and received €255 million from these counterparties, and on maturity (March 15, 2015) we are required to pay €255 million to these counterparties and will receive $350 million from these counterparties. On March 15 and September 15 of each year, we will receive U.S. dollar interest payments of approximately $15 million (equivalent to an annual rate of 8.625%) and make interest payments of approximately €11 million (equivalent to an annual rate of approximately 8.41%). This swap is designated as a hedge of net investment for financial reporting purposes. As of March 31, 2013, the fair value of this swap was $29 million and was recorded in other noncurrent assets on our condensed consolidated balance sheets (unaudited).

~~We finance~~(2) ~~certain~~Interest ofrates ~~our~~on ~~non-U.S.~~borrowings ~~subsidiaries~~under ~~with~~the ~~intercompany~~Revolving ~~loans~~Credit ~~that~~Facility ~~are,~~vary inbased ~~many~~on ~~cases, denominated in currencies other than~~ the ~~entities'~~type ~~functional~~of ~~currency.~~loan ~~We manage~~and ~~the~~Huntsman ~~net~~International’s ~~foreign currency exposure created by this~~ debt ~~through~~ratings. ~~various~~The ~~means,~~then ~~including~~applicable ~~cross-currency~~interest ~~swaps,~~rate ~~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~~March ~~debt~~31, ~~and~~2021 ~~swaps~~was as1.50% ~~net~~above ~~investment hedges~~LIBOR.

A/R ~~Table of Contents~~ Programs

~~HUNTSMAN CORPORATION AND SUBSIDIARIES~~

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

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)~~

~~8. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Continued)~~ 23

~~Foreign~~ Table 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. From time to time, we review such designation of ~~intercompany loans.~~ Contents

~~We review~~Information regarding our ~~non-U.S.~~A/R ~~dollar~~Programs ~~denominated debt and derivative instruments to determine the appropriate amounts designated~~ as ~~hedges. As~~ of March ~~31,~~ 2013, we have designated approximately €255 million (approximately $325 million) of euro-denominated debt and cross-currency interest rate contracts as a hedge of our net investment. For the three months ended March 31, ~~2013,~~2021 ~~the amount of gain recognized on the hedge of our net investment~~ was ~~$10~~as ~~and~~follows ~~was recorded in other comprehensive~~ (~~loss)~~monetary ~~income~~amounts ~~on our condensed consolidated statements of comprehensive (loss) income (unaudited). As of March 31, 2013, we had approximately €999 million (approximately $1,276 million)~~ in ~~net euro assets.~~ millions):

~~9. FAIR VALUE~~

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

Maximum Funding

Amount

Facility

Maturity

Availability⁽¹⁾

Outstanding

Interest Rate⁽²⁾

U.S. A/R Program

April 2022

150

—

(3)

Applicable rate plus 0.90%

EU A/R Program

April 2022

€

100

€

—

Applicable rate plus 1.30%

(or approximately $118)

	March 31, 2013						December 31, 2012
	Carrying Value			Estimated Fair Value			Carrying Value			Estimated Fair Value
Non-qualified employee benefit plan investments	$	17		$	17		$	14		$	14
Cross-currency interest rate contracts		29			29			18			18
Interest rate contracts		(16	)		(16	)		(18	)		(18	)
Long-term debt (including current portion)		(3,787	)		(3,928	)		(3,702	)		(3,869	)

(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.

The carrying amounts reported in our condensed consolidated balance sheets (unaudited) of cash and cash equivalents, accounts receivable and accounts payable approximate fair value because of the immediate or short-term maturity of these financial instruments. The fair value of non-qualified employee benefit plan investments is obtained through market observable pricing using prevailing market prices. The estimated fair values of our long-term debt are based on quoted market prices for the identical liability when traded as an asset in an active market (Level 1).

(2) The ~~fair~~ ~~value~~applicable ~~estimates~~rate ~~presented~~for ~~herein~~our ~~are based on pertinent information available to management as of March 31, 2013 and December 31, 2012~~U.S. ~~Although~~A/R ~~management~~Program is ~~not aware~~defined ofby ~~any factors that would significantly affect~~ the ~~estimated~~lender ~~fair~~as ~~value~~USD ~~amounts,~~LIBOR. ~~such~~The ~~amounts~~applicable ~~have~~rate ~~not~~for ~~been~~our ~~comprehensively~~EU ~~revalued~~A/R ~~for~~Program ~~purposes~~is ofeither ~~these~~GBP ~~financial statements since March 31~~LIBOR, ~~2013~~USD ~~and~~LIBOR ~~current~~or ~~estimates of fair value may differ significantly from the amounts presented herein~~EURIBOR.

~~Table~~(3) As of ~~Contents~~March 31, 2021, we had approximately $5 million (U.S. dollar equivalents) of letters of credit issued and outstanding under our U.S. A/R Program.

~~HUNTSMAN CORPORATION AND SUBSIDIARIES~~

As ~~HUNTSMAN~~of March ~~INTERNATIONAL~~31, 2021 and December 31, 2020, $245 ~~LLC~~million ~~AND~~and ~~SUBSIDIARIES~~$198 million, respectively, of accounts receivable were pledged as collateral under our A/R Programs.

Senior ~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)~~ Notes

~~9. FAIR VALUE (Continued)~~

~~The following~~On January ~~assets~~15, ~~and~~2021, ~~liabilities~~we ~~are~~redeemed ~~measured~~in full €445 million (approximately $541 million) in aggregate principal amount of our 2021 Senior Notes at ~~fair~~the ~~value~~redemption onprice aequal ~~recurring~~to ~~basis~~100% ~~(dollars~~of the principal amount of the notes, plus accrued and unpaid interest to, but not including, the redemption date. In connection with this redemption, we incurred an incremental cash tax liability of approximately $15 million in ~~millions):~~the first quarter of 2021 related to foreign currency exchange gains.

				Fair Value Amounts Using
Description	March 31, 2013			Quoted prices in active markets for identical assets (Level 1)(3)		Significant other observable inputs (Level 2)(3)			Significant unobservable inputs (Level 3)
Assets:
Available-for sale equity securities:
Equity mutual funds	$	17		$	17	$	—		$	—
Derivatives:
Cross-currency interest rate contracts(1)		29			—		29			—
Total assets	$	46		$	17	$	29		$	—
Liabilities:
Derivatives:
Interest rate contracts(2)		(16	)	$	—		(16	)	$	—

Note Payable from Huntsman International to Huntsman Corporation

				Fair Value Amounts Using
Description	December 31, 2012			Quoted prices in active markets for identical assets (Level 1)(3)		Significant other observable inputs (Level 2)(3)			Significant unobservable inputs (Level 3)
Assets:
Available-for sale equity securities:
Equity mutual funds	$	14		$	14	$	—		$	—
Derivatives:
Cross-currency interest rate contracts(1)		18			—		18			—
Total assets	$	32		$	14	$	18		$	—
Liabilities:
Derivatives:
Interest rate contracts(2)	$	(18	)	$	—	$	(18	)	$	—

During ~~(1)The income approach is used to calculate~~ the ~~fair~~first ~~value~~quarter of ~~these~~2020, ~~instruments.~~our ~~Fair~~intercompany ~~value~~loan ~~represents the present value~~ of ~~estimated~~$380 ~~future~~million ~~cash flows, calculated using relevant interest rates, exchange rates, and yield curves at stated intervals. There were no material changes~~ to ~~the~~our ~~valuation~~subsidiary ~~methods~~Huntsman orInternational ~~assumptions~~was ~~used~~repaid to ~~determine~~us ~~the~~in ~~fair value during the current period~~full. (2)The income approach is used to calculate the fair value of these instruments. Fair value represents the present value of estimated future cash flows, calculated using relevant interest rates and yield

~~Table~~Compliance ofwith ~~Contents~~Covenants

~~HUNTSMAN CORPORATION AND SUBSIDIARIES~~

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

9. ~~NOTES~~DERIVATIVE TOINSTRUMENTS ~~CONDENSED~~AND ~~CONSOLIDATED~~HEDGING ~~FINANCIAL STATEMENTS (UNAUDITED) (Continued)~~ ACTIVITIES

~~9. FAIR VALUE (Continued)~~

We ~~curves at~~are ~~stated~~exposed ~~intervals.~~to ~~There~~market ~~were~~risks, nosuch ~~material~~as changes toin ~~the~~interest ~~valuation~~rates, ~~methods~~foreign orexchange ~~assumptions~~rates ~~used~~and tocommodity ~~determine~~prices. ~~the~~From ~~fair~~time ~~value~~to ~~during~~time, ~~the~~we ~~current~~enter ~~period. (3)There were~~into notransactions, ~~transfers~~including ~~between~~transactions ~~Levels 1~~involving ~~and~~derivative 2instruments, ~~within~~to ~~the~~manage ~~fair~~certain ~~value~~of ~~hierarchy~~these ~~for~~exposures. ~~the~~We ~~three~~also ~~months~~hedge ~~ended~~our ~~March 31,~~net ~~2013~~investment ~~and December 31,~~in ~~2012.~~certain European operations.

The following table shows a reconciliation of beginning and ending balances for the three months ended March 31, 2012 for instruments measured at fair value on a recurring basis using significant unobservable inputs (Level 3) (dollars in millions). During the three months ended March 31, 2013, there were no instruments categorized as Level 3 within the fair value hierarchy.

Fair Value Measurements Using Significant Unobservable Inputs (Level 3)	Cross-Currency Interest Rate Contracts
Beginning balance, January 1, 2012	$	27
Transfers into Level 3		—
Transfers out of Level 3(1)		(27	)
Total gains (losses):
Included in earnings		—
Included in other comprehensive (loss) income		—
Purchases, sales, issuances and settlements		—
Ending balance, March 31, 2012	$	—
The amount of total gains (losses) for the period included in earnings attributable to the change in unrealized gains (losses) relating to assets still held at March 31, 2012	$	—

Our revenues and expenses are denominated in various foreign currencies, and our cash flows and earnings are thus subject to fluctuations due to exchange rate variations. From time to time, we may enter into foreign currency derivative instruments to minimize the short-term impact of movements in foreign currency rates. Where practicable, we generally net multicurrency cash balances among our subsidiaries to help reduce exposure to foreign currency exchange rates. Certain other exposures may be managed from time to time through financial market transactions, principally through the purchase of spot or forward foreign exchange contracts (generally with maturities of one year or less). We do not hedge our foreign currency exposures in a manner that would eliminate the effect of changes in exchange rates on our cash flows and earnings. As of March 31, 2021, we had approximately $162 million in notional amount (in U.S. dollar equivalents) outstanding in forward foreign currency contracts.

(1)We are party to cross-currency interest rate contracts that are measured at fair value in the financial statements. These instruments have historically been categorized by us as Level 3 within the fair value hierarchy due to an unobservable input associated with the credit valuation adjustment, which we deemed to be a significant input to the overall measurement of fair value at inception. During the three months ended March 31, 2012, this credit valuation adjustment had ceased to be a significant input to the entire fair value measurement of these instruments. The remaining inputs which are significant to the fair value measurement of these instruments represent observable market inputs that are inputs other than quoted prices (Level 2 inputs). Our policy is to recognize transfers between levels within the fair value hierarchy as of the beginning of the reporting period. Due to the change in significance of the credit valuation adjustment to the entire fair value measurement of these instruments, effective January 1, 2012, we have categorized our cross-currency interest rate contracts as Level 2 within the fair value hierarchy.

~~We also~~From ~~have~~time ~~assets~~to ~~that~~time, ~~under~~we may ~~certain~~purchase ~~conditions~~interest ~~are~~rate ~~subject~~swaps and/or other derivative instruments to ~~measurement~~reduce atthe ~~fair~~impact ~~value~~of changes in interest rates on aour ~~non~~floating-~~recurring~~rate ~~basis~~exposures. ~~These~~Under ~~assets~~interest ~~include~~rate ~~property~~swaps, ~~plant~~we ~~and~~agree ~~equipment~~with ~~and those~~other ~~associated~~parties ~~with~~to ~~acquired~~exchange, ~~businesses~~at specified intervals, ~~including~~the ~~goodwill~~difference between fixed-rate and ~~intangible~~floating-rate ~~assets.~~interest ~~For~~amounts ~~these~~calculated ~~assets,~~by ~~measurement~~reference atto ~~fair~~an agreed notional principal amount.

36We review our non-U.S. dollar denominated debt and derivative instruments to determine the appropriate amounts designated as hedges. As of March 31, 2021, we have designated approximately €155 million (approximately $183 million) of euro-denominated debt as a hedge of our net investment. For both the three months ended March 31, 2021 and March 31, 2020, the amount recognized on the hedge of our net investment was a gain of $8 million and was recorded in other comprehensive loss in our condensed consolidated statements of comprehensive income.

~~Table of Contents~~ 24

~~HUNTSMAN~~ Table ~~CORPORATION~~of ~~AND SUBSIDIARIES~~ Contents

10. ~~HUNTSMAN~~FAIR ~~INTERNATIONAL LLC AND SUBSIDIARIES~~ VALUE

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)~~

The 9.fair ~~FAIR~~values ~~VALUE~~of financial instruments were as follows (~~Continued)~~dollars in millions):

value in periods subsequent to their initial recognition is applicable if one or more is determined to be impaired. During the three months ended March 31, 2013 and 2012, we had no impairments related to these assets.

10. EMPLOYEE BENEFIT PLANS

	*March 31, 2021*						*December 31, 2020*
	*Carrying*			*Estimated*			*Carrying*			*Estimated*
	*Value*			*Fair Value*			*Value*			*Fair Value*
Non-qualified employee benefit plan investments	$	21		$	21		$	26		$	26
Investment in Venator		45			45			32			32
Option agreement for remaining Venator shares		(25	)		(25	)		11			11
Long-term debt (including current portion)		(1,567	)		(1,729	)		(2,121	)		(2,334	)

~~Components of the net periodic benefit costs for the three months ended March 31, 2013 and 2012 were as follows (dollars in millions):~~

The ~~Huntsman~~carrying ~~Corporation~~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—Sale of Venator Interest.” The fair values of non-qualified employee benefit plan investments are obtained through market observable pricing using prevailing market prices (Level 1). The estimated fair values of our long-term debt are based on quoted market prices for the identical liability when traded in an active market (Level 1). The fair value estimates presented herein are based on pertinent information available to management as of March 31, 2021 and December 31, 2020. 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 March 31, 2021, and current estimates of fair value may differ significantly from the amounts presented herein.

							Other Postretirement Benefit Plans
	Defined Benefit Plans
							Three months ended ended March 31,
	Three months ended March 31,
	2013			2012			2013		2012
Service cost	$	17		$	16		$	1	$	1
Interest cost		33			37			1		2
Expected return on assets		(44	)		(46	)		—		—
Amortization of prior service benefit		(2	)		(2	)		—		(1	)
Amortization of actuarial loss		20			11			—		—
Special termination benefits		5			—			—		—
Net periodic benefit cost	$	29		$	16		$	2	$	2

During ~~Huntsman~~the ~~International~~three months ended March 31, 2021, 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 and unrealized) included in earnings for instruments categorized as Level 3 within the fair value hierarchy.

	Defined Benefit Plans						Other Postretirement Benefit Plans
	Three months ended ended March 31,						Three months ended ended March 31,
	2013			2012			2013		2012
Service cost	$	17		$	16		$	1	$	1
Interest cost		33			37			1		2
Expected return on assets		(44	)		(46	)		—		—
Amortization of prior service benefit		(2	)		(2	)		—		(1	)
Amortization of actuarial loss		21			12			—		—
Special termination benefits		5			—			—		—
Net periodic benefit cost	$	30		$	17		$	2	$	2

3711. REVENUE RECOGNITION

The following ~~Table~~tables ofdisaggregate ~~Contents~~our revenue from continuing operations by major source for the three months ended March 31, 2021 and 2020 (dollars in millions):

~~HUNTSMAN CORPORATION AND SUBSIDIARIES~~

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

			*Performance*		*Advanced*		*Textile*		*Corporate and*
2021	*Polyurethanes*		*Products*		*Materials*		*Effects*		*Eliminations*			*Total*
Primary Geographic Markets(1)
U.S. and Canada	$	371	$	120	$	83	$	13	$	(3	)	$	584
Europe		279		77		99		31		(3	)		483
Asia Pacific		336		91		71		119		—			617
Rest of world		82		17		25		30		(1	)		153
	$	1,068	$	305	$	278	$	193	$	(7	)	$	1,837

Major Product Groupings
MDI urethanes	$	1,068										$	1,068
Differentiated			$	305									305
Specialty					$	245							245
Non-specialty						33							33
Textile chemicals and dyes							$	193					193
Eliminations									$	(7	)		(7	)
	$	1,068	$	305	$	278	$	193	$	(7	)	$	1,837

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)~~

10. EMPLOYEE BENEFIT PLANS (Continued)

			*Performance*		*Advanced*		*Textile*		*Corporate and*
2020	*Polyurethanes*		*Products*		*Materials*		*Effects*		*Eliminations*			*Total*
Primary Geographic Markets(1)
U.S. and Canada	$	370	$	129	$	63	$	17	$	(7	)	$	572
Europe		245		74		101		32		(1	)		451
Asia Pacific		199		70		56		103		—			428
Rest of world		74		19		21		28		—			142
	$	888	$	292	$	241	$	180	$	(8	)	$	1,593

Major Product Groupings
MDI urethanes	$	888										$	888
Differentiated			$	292									292
Specialty					$	211							211
Non-specialty						30							30
Textile chemicals and dyes							$	180					180
Eliminations									$	(8	)		(8	)
	$	888	$	292	$	241	$	180	$	(8	)	$	1,593

During the three months ended March 31, 2013 and 2012, we made contributions to our pension and other postretirement benefit plans of $31 million and $48 million, respectively. During the remainder of 2013, we expect to contribute an additional amount of approximately $113 million to these plans.

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

During the three months ended March 31, 2013 and 2012, we reclassified approximately $9 million and $4 million, respectively, of accumulated other comprehensive loss into cost of goods sold, approximately $8 million and $4 million, respectively, into selling, general and administrative expense and approximately $1 million for both periods into research and development expense.

~~Huntsman International~~ 25

~~During the three months ended March 31, 2013 and 2012, we reclassified approximately $10 million and $5 million,~~ ~~respectively,~~ Table of ~~accumulated other comprehensive loss into cost of goods sold, approximately $8 million and $4 million, respectively, into selling, general and administrative expense and~~Contents ~~approximately $1 million for both periods into research and development expense.~~

1112. ~~HUNTSMAN~~EMPLOYEE ~~CORPORATION~~BENEFIT ~~STOCKHOLDERS' EQUITY~~ PLANS

~~COMMON STOCK DIVIDENDS~~

OnComponents ~~March 29, 2013, we paid cash dividends~~ of ~~$30 million,~~the ornet ~~$0.125~~periodic ~~per~~benefit ~~share,~~costs tofrom ~~common~~continuing ~~stockholders~~operations offor ~~record~~the asthree ~~of March 15,~~months ~~2013. On~~ ended March ~~30,~~ ~~2012~~31, we2021 ~~paid~~and ~~cash~~2020 ~~dividends~~were ~~of $24 million, or $0.10 per share, to common stockholders of record~~ as offollows ~~March 15,~~(dollars ~~2012.~~in millions):

~~Table~~Huntsman ~~of Contents~~Corporation

~~HUNTSMAN CORPORATION AND SUBSIDIARIES~~

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

							*Other Postretirement*
	*Defined Benefit Plans*						*Benefit Plans*
	*Three months*						*Three months*
	*ended*						*ended*
	*March 31,*						*March 31,*
	*2021*			*2020*			*2021*			*2020*
Service cost	$	14		$	14		$	—		$	—
Interest cost		12			15			—			1
Expected return on assets		(42	)		(43	)		—			—
Amortization of prior service benefit		(2	)		(2	)		(1	)		(1	)
Amortization of actuarial loss		23			20			1			—
Settlement loss		3			—			—			—
Net periodic benefit cost	$	8		$	4		$	—		$	—

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)~~

Huntsman ~~12. OTHER COMPREHENSIVE (LOSS) INCOME~~ International

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

Huntsman Corporation

							*Other Postretirement*
	*Defined Benefit Plans*						*Benefit Plans*
	*Three months*						*Three months*
	*ended*						*ended*
	*March 31,*						*March 31,*
	*2021*			*2020*			*2021*			*2020*
Service cost	$	14		$	14		$	—		$	—
Interest cost		12			15			—			1
Expected return on assets		(42	)		(43	)		—			—
Amortization of prior service benefit		(2	)		(2	)		(1	)		(1	)
Amortization of actuarial loss		24			21			1			—
Settlement loss		3			—			—			—
Net periodic benefit cost	$	9		$	5		$	—		$	—

	Foreign currency translation adjustment(a)			Pension and other postretirement benefits adjusments, net of tax(b)			Other comprehensive income (loss) of unconsolidated affiliates		Other, net		Total			Amounts attributable to noncontrolling interests		Amounts attributable to Huntsman Corporation
Beginning balance, January 1, 2013	$	269		$	(1,036	)	$	7	$	3	$	(757	)	$	13	$	(744	)
Other comprehensive (loss) income before reclassifications		(67	)		25			—		1		(41	)		—		(41	)
Amounts reclassified from accumulated other comprehensive loss(c)		—			8			—		—		8			—		8
Net current-period other comprehensive (loss) income		(67	)		33			—		1		(33	)		—		(33	)
Ending balance, March 31, 2013	$	202		$	(1,003	)	$	7	$	4	$	(790	)	$	13	$	(777	)

During ~~(a)Amounts are~~the ~~net~~three ofmonths ~~tax~~ended March of31, ~~$22~~2021 and ~~$20~~2020, aswe ofmade ~~March 31,~~contributions ~~2013~~to ~~and~~our ~~January 1,~~pension ~~2013,~~and ~~respectively. (b)Amounts are~~other ~~net~~postretirement ofbenefit ~~tax~~plans of $~~187~~14 million and $~~197~~20 million, asrespectively. During the remainder of ~~March 31~~2021, ~~2013~~we ~~and~~expect ~~January 1,~~to ~~2013,~~contribute ~~respectively. (c)See table~~an ~~below~~additional ~~for~~amount ~~details~~of ~~about~~approximately ~~these~~$42 million ~~reclassifications.~~to these plans.

	Foreign currency translation adjustment(a)		Pension and other postretirement benefits adjusments, net of tax(b)			Other comprehensive income of unconsolidated affiliates		Other, net		Total			Amounts attributable to noncontrolling interests			Amounts attributable to Huntsman Corporation
Beginning balance, January 1, 2012	$	218	$	(800	)	$	8	$	3	$	(571	)	$	12		$	(559	)
Other comprehensive income before reclassifications		73		12			—		1		86			(2	)		84
Amounts reclassified from accumulated other comprehensive loss(c)		—		7			—		—		7			—			7
Net current-period other comprehensive income		73		19			—		1		93			(2	)		91
Ending balance, March 31, 2012	$	291	$	(781	)	$	8	$	4	$	(478	)	$	10		$	(468	)

~~(a)Amounts are net of tax of $23 and $24 as of March 31, 2012 and January 1, 2012, respectively~~13. ~~(b)Amounts are~~ ~~net~~HUNTSMAN ofCORPORATION ~~tax~~STOCKHOLDERS’ ~~of $123 and $124 as of March 31, 2012 and January 1, 2012, respectively. (c)See table below for details about these reclassifications.~~ EQUITY

~~Table~~Share ofRepurchase ~~Contents~~Program

~~HUNTSMAN CORPORATION AND SUBSIDIARIES~~

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

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)~~

Dividends ~~12.~~on ~~OTHER~~Common ~~COMPREHENSIVE (LOSS) INCOME (Continued)~~ Stock

	Three months ended March 31, 2013
Details about Accumulated Other Comprehensive Loss Components(a):	Amount reclassified from accumulated other comprehensive loss			Affected line item in the statement where net income is presented
Amortization of pension and other postretirement benefits:
Prior service credit	$	(2	)	(b)
Actuarial loss		20		(b)(c)
		18		Total before tax
		(10	)	Income tax benefit (expense)
		8		Net of tax
Total reclassifications for the period	$	8		Net of tax

	Three months ended March 31, 2012
Details about Accumulated Other Comprehensive Loss Components(a):	Amount reclassified from accumulated other comprehensive loss			Affected line item in the statement where net income is presented
Amortization of pension and other postretirement benefits:
Prior service credit	$	(3	)	(b)
Actuarial loss		11		(b)(c)
		8		Total before tax
		(1	)	Income tax benefit (expense)
		7		Net of tax
Total reclassifications for the period	$	7		Net of tax

During the quarters ended March 31, 2021 and March 31, 2020, we paid $36 million and $37 million, respectively, or $0.1625 per share each, to common stockholders.

26 (a)Amounts in parentheses indicate credits on our condensed consolidated statements of operations (unaudited). (b)These accumulated other comprehensive loss components are included in the computation of net periodic pension costs. See "Note 10. Employee Benefit Plans." (c)Amounts contain approximately $1 million of actuarial losses related to discontinued operations.

40 Table of Contents

~~Table~~14. ofACCUMULATED ~~Contents~~OTHER COMPREHENSIVE LOSS

~~HUNTSMAN CORPORATION AND SUBSIDIARIES~~

The ~~HUNTSMAN~~components ~~INTERNATIONAL LLC~~of ~~AND~~other ~~SUBSIDIARIES~~comprehensive (loss) income and changes in accumulated other comprehensive loss by component were as follows (dollars in millions):

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)~~

Huntsman ~~12. OTHER COMPREHENSIVE (LOSS) INCOME (Continued)~~ Corporation

~~Huntsman International~~

	Foreign currency translation adjustment(a)			Pension and other postretirement benefits adjusments, net of tax(b)			Other comprehensive income (loss) of unconsolidated affiliates			Other, net			Total			Amounts attributable to noncontrolling interests			Amounts attributable to Huntsman International
					Pension				Other
Beginning balance, January 1, 2013	$	268		$	(1,076	)	$	7		$	(3	)	$	(804	)	$	13		$	(791	)
	Foreign				and other				comprehensive												Amounts		Amounts
Other comprehensive (loss) income before reclassifications		(67	)		25			—			2			(40	)		—			(40	)
	currency				postretirement				income of												attributable to		attributable to
Amounts reclassified from accumulated other comprehensive loss(c)		—			8			—			—			8			—			8
	translation				benefits				unconsolidated												noncontrolling		Huntsman
Net current-period other comprehensive (loss) income		(67	)		33			—			2			(32	)		—			(32	)
	adjustment(a)				adjustments(b)				affiliates				Other, net				Total				interests		Corporation
Ending balance, March 31, 2013	$	201		$	(1,043	)	$	7		$	(1	)	$	(836	)	$	13		$	(823	)
Beginning balance, January 1, 2021	$	(328	)		$	(1,050	)		$	8			$	4			$	(1,366	)		$	20	$	(1,346	)
Other comprehensive loss before reclassifications, gross		(32	)			—				—				—				(32	)			—		(32	)
Tax expense		—				—				—				—				—				—		—
Amounts reclassified from accumulated other comprehensive loss, gross(c)		—				24				—				—				24				—		24
Tax expense		—				(5	)			—				—				(5	)			—		(5	)
Net current-period other comprehensive (loss) income		(32	)			19				—				—				(13	)			—		(13	)
Ending balance, March 31, 2021	$	(360	)		$	(1,031	)		$	8			$	4			$	(1,379	)		$	20	$	(1,359	)

(a)~~Amounts are~~ ~~net of tax of $9 and $7 as of March 31, 2013 and January 1, 2013, respectively. (b)~~Amounts are net of tax of $~~217~~56 ~~and~~for ~~$228~~both ~~as of~~ March 31, ~~2013~~2021 and January 1, ~~2013, respectively~~2021. ~~(c)See table below for details about these reclassifications.~~

	Foreign currency translation adjustment(a)		Pension and other postretirement benefits adjusments, net of tax(b)			Other comprehensive income of unconsolidated affiliates		Other, net			Total			Amounts attributable to noncontrolling interests			Amounts attributable to Huntsman International
Beginning balance, January 1, 2012	$	217	$	(845	)	$	8	$	(3	)	$	(623	)	$	12		$	(611	)
Other comprehensive income before reclassifications		73		14			—		1			88			(2	)		86
Amounts reclassified from accumulated other comprehensive loss(c)		—		7			—		—			7			—			7
Net current-period other comprehensive income		73		21			—		1			95			(2	)		93
Ending balance, March 31, 2012	$	290	$	(824	)	$	8	$	(2	)	$	(528	)	$	10		$	(518	)

(~~a)Amounts are net of tax of $9 and $11 as of March 31, 2012 and January 1, 2012, respectively. (~~b) Amounts are net of tax of $~~154~~148 and $~~156~~153 as of March 31, ~~2012~~2021 and January 1, ~~2012~~2021, respectively. ~~(c)See table below for details about these reclassifications.~~

~~Table~~(c) ofSee ~~Contents~~table below for details about these reclassifications.

~~HUNTSMAN CORPORATION AND SUBSIDIARIES~~

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

				*Pension*			*Other*
	*Foreign*			*and other*			*comprehensive*							*Amounts*		*Amounts*
	*currency*			*postretirement*			*income of*							*attributable to*		*attributable to*
	*translation*			*benefits*			*unconsolidated*							*noncontrolling*		*Huntsman*
	*adjustment(a)*			*adjustments(b)*			*affiliates*		*Other, net*		*Total*			*interests*		*Corporation*
Beginning balance, January 1, 2020	$	(369	)	$	(1,031	)	$	8	$	4	$	(1,388	)	$	26	$	(1,362	)
Other comprehensive (loss) income before reclassifications, gross		(67	)		8			—		—		(59	)		—		(59	)
Tax expense		(6	)		—			—		—		(6	)		—		(6	)
Amounts reclassified from accumulated other comprehensive loss, gross(c)		—			58			—		—		58			—		58
Tax expense

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