hun20240331_10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 10-Q

(Mark One)
☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2024

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 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 ☒	No ☐
Huntsman International LLC	Yes ☒	No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data 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).

Huntsman Corporation	Yes ☒	No ☐
Huntsman International LLC	Yes ☒	No ☐

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 ☐	No ☒
Huntsman International LLC	Yes ☐	No ☒

On April 22, 2024, 172,996,286 shares of common stock of Huntsman Corporation were outstanding and 2,728 units of membership interest of Huntsman International LLC were outstanding. There is no trading market for Huntsman International LLC’s units of membership interest. All of Huntsman International LLC’s units of membership interest are held by Huntsman 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, 2024

TABLE OF CONTENTS

		Page
PART I	FINANCIAL INFORMATION	4
ITEM 1.	Condensed Consolidated Financial Statements (Unaudited)	4
	Huntsman Corporation and Subsidiaries:
	Unaudited Condensed Consolidated Balance Sheets	4
	Unaudited Condensed Consolidated Statements of Operations	5
	Unaudited Condensed Consolidated Statements of Comprehensive (Loss) Income	6
	Unaudited Condensed Consolidated Statements of Equity	7
	Unaudited Condensed Consolidated Statements of Cash Flows	8
	Huntsman International LLC and Subsidiaries:
	Unaudited Condensed Consolidated Balance Sheets	9
	Unaudited Condensed Consolidated Statements of Operations	10
	Unaudited Condensed Consolidated Statements of Comprehensive (Loss) Income	11
	Unaudited Condensed Consolidated Statements of Equity	12
	Unaudited Condensed Consolidated Statements of Cash Flows	13
	Huntsman Corporation and Subsidiaries and Huntsman International LLC and Subsidiaries:
	Notes to Unaudited Condensed Consolidated Financial Statements	14
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	34
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	46
ITEM 4.	Controls and Procedures	46
PART II	OTHER INFORMATION	47
ITEM 1.	Legal Proceedings	47
ITEM 1A.	Risk Factors	47
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	47
ITEM 6.	Exhibits	48

Table of Contents

FORWARD-LOOKING STATEMENTS

Certain information set 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; 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, spin-offs or other distributions, strategic opportunities, financing activities, 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, or the potential outcomes thereof, 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.

All 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 good faith and we believe there is a reasonable basis for them, but there can be no assurance that management’s expectations, beliefs and projections will 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.

There are a number of risks and uncertainties that could cause our actual results to differ materially from the forward-looking statements contained in or contemplated by this report. Any forward-looking statements should be considered in light of the risks set forth in “Part II. Item 1A. Risk Factors” below and “Part I. Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023.

Table of Contents

	*March 31,*			*December 31,*
	*2024*			*2023*
ASSETS
Current assets:
Cash and cash equivalents⁽¹⁾	$	552		$	540
Accounts and notes receivable (net of allowance for doubtful accounts of $13), ($290 and $224 pledged as collateral, respectively)⁽¹⁾		831			747
Accounts receivable from affiliates		6			6
Inventories⁽¹⁾		896			867
Other current assets		158			154
Total current assets		2,443			2,314
Property, plant and equipment, net⁽¹⁾		2,571			2,376
Investment in unconsolidated affiliates		457			438
Intangible assets, net		378			387
Goodwill		640			644
Deferred income taxes		109			112
Operating lease right-of-use assets		411			366
Other noncurrent assets⁽¹⁾		563			611
Total assets	$	7,572		$	7,248

LIABILITIES AND EQUITY
Current liabilities:
Accounts payable⁽¹⁾	$	723		$	660
Accounts payable to affiliates		22			59
Accrued liabilities⁽¹⁾		386			395
Current portion of debt⁽¹⁾		396			12
Current operating lease liabilities⁽¹⁾		52			46
Total current liabilities		1,579			1,172
Long-term debt⁽¹⁾		1,660			1,676
Deferred income taxes		225			243
Noncurrent operating lease liabilities⁽¹⁾		378			334
Other noncurrent liabilities⁽¹⁾		336			345
Total liabilities		4,178			3,770
Commitments and contingencies (Notes 15 and 16)
Equity
Huntsman Corporation stockholders’ equity:
Common stock $0.01 par value, 1,200,000,000 shares authorized, 262,728,837 and 262,190,459 shares issued and 172,121,709 and 171,583,331 shares outstanding, respectively		3			3
Additional paid-in capital		4,231			4,202
Treasury stock, 90,607,128 shares		(2,290	)		(2,290	)
Unearned stock-based compensation		(51	)		(41	)
Retained earnings		2,528			2,622
Accumulated other comprehensive loss		(1,269	)		(1,245	)
Total Huntsman Corporation stockholders’ equity		3,152			3,251
Noncontrolling interests in subsidiaries		242			227
Total equity		3,394			3,478
Total liabilities and equity	$	7,572		$	7,248

	*Three months*
	*ended*
	*March 31,*
	*2024*			*2023*
Revenues:
Trade sales, services and fees, net	$	1,436		$	1,573
Related party sales		34			33
Total revenues		1,470			1,606
Cost of goods sold		1,269			1,337
Gross profit		201			269
Operating expenses:
Selling, general and administrative		176			188
Research and development		31			30
Restructuring, impairment and plant closing costs (credits)		11			(7	)
Gain on acquisition of assets, net		(52	)		—
Prepaid asset write-off		71			—
Other operating loss (income), net		2			(3	)
Total operating expenses		239			208
Operating (loss) income		(38	)		61
Interest expense, net		(19	)		(18	)
Equity in income of investment in unconsolidated affiliates		19			12
Other income, net		2			—
(Loss) income from continuing operations before income taxes		(36	)		55
Income tax benefit (expense)		20			(11	)
(Loss) income from continuing operations		(16	)		44
(Loss) income from discontinued operations, net of tax		(7	)		122
Net (loss) income		(23	)		166
Net income attributable to noncontrolling interests		(14	)		(13	)
Net (loss) income attributable to Huntsman Corporation	$	(37	)	$	153

Basic (loss) income per share:
(Loss) income from continuing operations attributable to Huntsman Corporation common stockholders	$	(0.18	)	$	0.17
(Loss) income from discontinued operations attributable to Huntsman Corporation common stockholders, net of tax		(0.04	)		0.67
Net (loss) income attributable to Huntsman Corporation common stockholders	$	(0.22	)	$	0.84
Weighted average shares		171.8			182.7

Diluted (loss) income per share:
(Loss) income from continuing operations attributable to Huntsman Corporation common stockholders	$	(0.18	)	$	0.17
(Loss) income from discontinued operations attributable to Huntsman Corporation common stockholders, net of tax		(0.04	)		0.66
Net (loss) income attributable to Huntsman Corporation common stockholders	$	(0.22	)	$	0.83
Weighted average shares		171.8			184.4

Amounts attributable to Huntsman Corporation:
(Loss) income from continuing operations	$	(30	)	$	31
(Loss) income from discontinued operations, net of tax		(7	)		122
Net (loss) income	$	(37	)	$	153

	*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, 2024		171,583,331		$	3	$	4,202	$	(2,290	)	$	(41	)	$	2,622		$	(1,245	)	$	227	$	3,478
Net (loss) income		—			—		—		—			—			(37	)		—			14		(23	)
Other comprehensive (loss) income		—			—		—		—			—			—			(24	)		1		(23	)
Issuance of nonvested stock awards		—			—		19		—			(19	)		—			—			—		—
Vesting of stock awards		722,117			—		2		—			—			—			—			—		2
Recognition of stock-based compensation		—			—		—		—			9			—			—			—		9
Repurchase and cancellation of stock awards		(225,895	)		—		—		—			—			(5	)		—			—		(5	)
Stock options exercised		42,156			—		8		—			—			(8	)		—			—		—
Dividends declared on common stock ($0.25 per share)		—			—		—		—			—			(44	)		—			—		(44	)
Balance, March 31, 2024		172,121,709		$	3	$	4,231	$	(2,290	)	$	(51	)	$	2,528		$	(1,269	)	$	242	$	3,394

	*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, 2023		183,634,464		$	3	$	4,156	$	(1,937	)	$	(35	)	$	2,705		$	(1,268	)	$	216		$	3,840
Net income		—			—		—		—			—			153			—			13			166
Other comprehensive income		—			—		—		—			—			—			125			2			127
Issuance of nonvested stock awards		—			—		32		—			(32	)		—			—			—			—
Vesting of stock awards		1,016,782			—		5		—			—			—			—			—			5
Recognition of stock-based compensation		—			—		1		—			9			—			—			—			10
Repurchase and cancellation of stock awards		(301,231	)		—		—		—			—			(9	)		—			—			(9	)
Stock options exercised		16,245			—		1		—			—			(1	)		—			—			—
Treasury stock repurchased		(3,472,020	)		—		—		(101	)		—			—			—			—			(101	)
Distributions to noncontrolling interests		—			—		—		—			—			—			—			(4	)		(4	)
Dividends declared on common stock ($0.2375 per share)		—			—		—		—			—			(44	)		—			—			(44	)
Balance, March 31, 2023		180,894,240		$	3	$	4,195	$	(2,038	)	$	(58	)	$	2,804		$	(1,143	)	$	227		$	3,990

	*Three months*
	*ended*
	*March 31,*
	*2024*			*2023*
Operating activities:
Net (loss) income	$	(23	)	$	166
Less: Loss (income) from discontinued operations, net of tax		7			(122	)
(Loss) income from continuing operations		(16	)		44
Adjustments to reconcile (loss) income from continuing operations to net cash used in operating activities from continuing operations:
Equity in income of investment in unconsolidated affiliates		(19	)		(12	)
Depreciation and amortization		69			69
Noncash lease expense		19			17
Gain on acquisition of assets, net		(52	)		—
Noncash prepaid asset write-off		71			—
Deferred income taxes		(33	)		(20	)
Noncash stock-based compensation		9			9
Other, net		6			—
Changes in operating assets and liabilities:
Accounts and notes receivable		(87	)		(23	)
Inventories		(38	)		(50	)
Other current assets		(1	)		23
Other noncurrent assets		(2	)		(17	)
Accounts payable		30			(75	)
Accrued liabilities		(9	)		(70	)
Other noncurrent liabilities		(10	)		(17	)
Net cash used in operating activities from continuing operations		(63	)		(122	)
Net cash used in operating activities from discontinued operations		(2	)		(32	)
Net cash used in operating activities		(65	)		(154	)

Investing activities:
Capital expenditures		(42	)		(46	)
Cash received from sale of businesses, net		12			541
Other, net		—			(2	)
Net cash (used in) provided by investing activities from continuing operations		(30	)		493
Net cash used in investing activities from discontinued operations		—			(4	)
Net cash (used in) provided by investing activities		(30	)		489

Financing activities:
Net borrowings (repayments) on revolving loan facilities		191			(220	)
Repayments of long-term debt		(3	)		(4	)
Principal payments on note payable		(28	)		—
Dividends paid to common stockholders		(44	)		(44	)
Distributions paid to noncontrolling interests		—			(4	)
Repurchase and cancellation of awards		(5	)		(9	)
Repurchase of common stock		(1	)		(97	)
Other, net		(2	)		(1	)
Net cash provided by (used in) financing activities		108			(379	)
Effect of exchange rate changes on cash		(1	)		5
Increase (decrease) in cash and cash equivalents		12			(39	)
Cash and cash equivalents at beginning of period		540			654
Cash and cash equivalents at end of period	$	552		$	615

Supplemental cash flow information:
Cash paid for interest	$	12		$	10
Cash paid for income taxes		15			29

For both March 31, 2024 and 2023, the amount of capital expenditures in accounts payable was $21 million.

	*March 31,*			*December 31,*
	*2024*			*2023*
ASSETS
Current assets:
Cash and cash equivalents⁽¹⁾	$	552		$	540
Accounts and notes receivable (net of allowance for doubtful accounts of $13), ($290 and $224 pledged as collateral, respectively)⁽¹⁾		831			747
Accounts receivable from affiliates		6			6
Inventories⁽¹⁾		896			867
Other current assets		163			159
Total current assets		2,448			2,319
Property, plant and equipment, net⁽¹⁾		2,571			2,376
Investment in unconsolidated affiliates		457			438
Intangible assets, net		378			387
Goodwill		640			644
Deferred income taxes		109			112
Operating lease right-of-use assets		411			366
Other noncurrent assets⁽¹⁾		563			611
Total assets	$	7,577		$	7,253

LIABILITIES AND EQUITY
Current liabilities:
Accounts payable⁽¹⁾	$	723		$	659
Accounts payable to affiliates		22			59
Accrued liabilities⁽¹⁾		381			390
Current portion of debt⁽¹⁾		396			12
Current operating lease liabilities⁽¹⁾		52			46
Total current liabilities		1,574			1,166
Long-term debt⁽¹⁾		1,660			1,676
Deferred income taxes		230			247
Noncurrent operating lease liabilities⁽¹⁾		378			334
Other noncurrent liabilities⁽¹⁾		332			339
Total liabilities		4,174			3,762
Commitments and contingencies (Notes 15 and 16)
Equity
Huntsman International LLC members’ equity:
Members’ equity, 2,728 units issued and outstanding		3,793			3,785
Retained earnings		622			709
Accumulated other comprehensive loss		(1,254	)		(1,230	)
Total Huntsman International LLC members’ equity		3,161			3,264
Noncontrolling interests in subsidiaries		242			227
Total equity		3,403			3,491
Total liabilities and equity	$	7,577		$	7,253

	*Three months*
	*ended*
	*March 31,*
	*2024*			*2023*
Revenues:
Trade sales, services and fees, net	$	1,436		$	1,573
Related party sales		34			33
Total revenues		1,470			1,606
Cost of goods sold		1,269			1,337
Gross profit		201			269
Operating expenses:
Selling, general and administrative		174			186
Research and development		31			30
Restructuring, impairment and plant closing costs (credits)		11			(7	)
Gain on acquisition of assets, net		(52	)		—
Prepaid asset write-off		71			—
Other operating loss (income), net		2			(3	)
Total operating expenses		237			206
Operating (loss) income		(36	)		63
Interest expense, net		(19	)		(18	)
Equity in income of investment in unconsolidated affiliates		19			12
Other income, net		2			—
(Loss) income from continuing operations before income taxes		(34	)		57
Income tax benefit (expense)		20			(11	)
(Loss) income from continuing operations		(14	)		46
(Loss) income from discontinued operations, net of tax		(7	)		122
Net (loss) income		(21	)		168
Net income attributable to noncontrolling interests		(14	)		(13	)
Net (loss) income attributable to Huntsman International LLC	$	(35	)	$	155

	*Huntsman International LLC Members*
	*Members'*							*Accumulated other*			*Noncontrolling*
	*equity*							*comprehensive*			*interests in*		*Total*
	*Units*		*Amount*		*Retained earnings*			*loss*			*subsidiaries*		*equity*
Balance, January 1, 2024		2,728	$	3,785	$	709		$	(1,230	)	$	227	$	3,491
Net (loss) income		—		—		(35	)		—			14		(21	)
Other comprehensive (loss) income		—		—		—			(24	)		1		(23	)
Dividends paid to parent		—		—		(43	)		—			—		(43	)
Contribution from parent		—		8		—			—			—