UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form
| (Mark One) | |
| | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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| For the quarterly period ended | |
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| OR | |
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| | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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| For the transition period from to | |
| Commission |
| Exact name of registrant as specified in its charter, |
| State of |
| I.R.S. employer |
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| | | | |
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| | | | |
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 |
| |
| | | |
| 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 | | No ☐ |
| Huntsman International LLC | | 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 | | No ☐ |
| Huntsman International LLC | | 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 | | Accelerated filer ☐ | Non-accelerated filer ☐ | Smaller reporting company | Emerging growth company |
| Huntsman International LLC | Large accelerated filer ☐ | 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 July 23, 2025,
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.
HUNTSMAN CORPORATION AND SUBSIDIARIES
HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTERLY PERIOD
ENDED June 30, 2025
TABLE OF CONTENTS
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Huntsman Corporation and Subsidiaries: |
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Unaudited Condensed Consolidated Statements of Comprehensive (Loss) Income |
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7 | |
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Huntsman International LLC and Subsidiaries: |
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Unaudited Condensed Consolidated Statements of Comprehensive (Loss) Income |
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Huntsman Corporation and Subsidiaries and Huntsman International LLC and Subsidiaries: |
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Notes to Unaudited Condensed Consolidated Financial Statements |
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| Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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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, 2024.
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
HUNTSMAN CORPORATION AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(In Millions, Except Share and Per Share Amounts)
| June 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents(1) | $ | $ | ||||||
| Accounts and notes receivable (net of allowance for doubtful accounts of $), ($ and $ pledged as collateral, respectively)(1) | ||||||||
| Accounts receivable from affiliates | ||||||||
| Inventories(1) | ||||||||
| Prepaid expenses | ||||||||
| Other current assets | ||||||||
| Total current assets | ||||||||
| Property, plant and equipment, net(1) | ||||||||
| Investment in unconsolidated affiliates | ||||||||
| Intangible assets, net | ||||||||
| Goodwill | ||||||||
| Deferred income taxes | ||||||||
| Operating lease right-of-use assets | ||||||||
| Other noncurrent assets(1) | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable(1) | $ | $ | ||||||
| Accounts payable to affiliates | ||||||||
| Accrued liabilities(1) | ||||||||
| Current portion of debt(1) | ||||||||
| Current operating lease liabilities(1) | ||||||||
| Total current liabilities | ||||||||
| Long-term debt(1) | ||||||||
| Deferred income taxes | ||||||||
| Noncurrent operating lease liabilities(1) | ||||||||
| Other noncurrent liabilities(1) | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies (Notes 16 and 17) | ||||||||
| Equity | ||||||||
| Huntsman Corporation stockholders’ equity: | ||||||||
| Common stock $ par value, shares authorized, and shares issued and and shares outstanding, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Treasury stock, shares | ( | ) | ( | ) | ||||
| Unearned stock-based compensation | ( | ) | ( | ) | ||||
| Retained earnings | ||||||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Total Huntsman Corporation stockholders’ equity | ||||||||
| Noncontrolling interests in subsidiaries | ||||||||
| Total equity | ||||||||
| Total liabilities and equity | $ | $ | ||||||
| (1) |
At June 30, 2025 and December 31, 2024, respectively, $25 and $6 of cash and cash equivalents, $20 and $19 of accounts and notes receivable (net), $45 and $57 of inventories, $121 and $124 of property, plant and equipment (net), $35 and $37 of other noncurrent assets, $108 and $111 of accounts payable, $16 and $21 of accrued liabilities, $9 each of current portion of debt, $8 and $6 of current operating lease liabilities, $3 and $7 of long-term debt, $12 and $15 of noncurrent operating lease liabilities and $16 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.” These assets can only be used to settle obligations of the variable interest entities, and creditors of these liabilities do not have recourse to our general credit. |
See accompanying notes to condensed consolidated financial statements.
HUNTSMAN CORPORATION AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In Millions, Except Per Share Amounts)
| Three months ended |
Six months ended |
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| June 30, |
June 30, |
|||||||||||||||
| 2025 |
2024 |
2025 |
2024 |
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| Revenues: |
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| Trade sales, services and fees, net |
$ | $ | $ | $ | ||||||||||||
| Related party sales |
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| Total revenues |
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| Cost of goods sold |
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| Gross profit |
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| Operating expenses: |
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| Selling, general and administrative |
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| Research and development |
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| Restructuring, impairment and plant closing costs |
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| Loss (gain) on acquisition of assets, net |
( |
) | ( |
) | ||||||||||||
| Prepaid asset write-off |
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| Income associated with litigation matter, net |
( |
) | ||||||||||||||
| Other operating income, net |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Total operating expenses |
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| Operating (loss) income |
( |
) | ( |
) | ( |
) | ||||||||||
| Interest expense, net |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Equity in (loss) income of investment in unconsolidated affiliates |
( |
) | ( |
) | ||||||||||||
| Other income, net |
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| (Loss) income from continuing operations before income taxes |
( |
) | ( |
) | ||||||||||||
| Income tax (expense) benefit |
( |
) | ( |
) | ( |
) | ||||||||||
| (Loss) income from continuing operations |
( |
) | ( |
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| Income from discontinued operations, net of tax |
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| Net (loss) income |
( |
) | ( |
) | ||||||||||||
| Net income attributable to noncontrolling interests |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Net (loss) income attributable to Huntsman Corporation |
$ | ( |
) | $ | $ | ( |
) | $ | ( |
) | ||||||
| Basic (loss) income per share: |
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| (Loss) income from continuing operations attributable to Huntsman Corporation common stockholders |
$ | ( |
) | $ | $ | ( |
) | $ | ( |
) | ||||||
| Income from discontinued operations attributable to Huntsman Corporation common stockholders, net of tax |
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| Net (loss) income attributable to Huntsman Corporation common stockholders |
$ | ( |
) | $ | $ | ( |
) | $ | ( |
) | ||||||
| Weighted average shares |
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| Diluted (loss) income per share: |
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| (Loss) income from continuing operations attributable to Huntsman Corporation common stockholders |
$ | ( |
) | $ | $ | ( |
) | $ | ( |
) | ||||||
| Income from discontinued operations attributable to Huntsman Corporation common stockholders, net of tax |
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| Net (loss) income attributable to Huntsman Corporation common stockholders |
$ | ( |
) | $ | $ | ( |
) | $ | ( |
) | ||||||
| Weighted average shares |
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| Amounts attributable to Huntsman Corporation: |
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| (Loss) income from continuing operations |
$ | ( |
) | $ | $ | ( |
) | $ | ( |
) | ||||||
| Income from discontinued operations, net of tax |
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| Net (loss) income |
$ | ( |
) | $ | $ | ( |
) | $ | ( |
) | ||||||
See accompanying notes to condensed consolidated financial statements.
HUNTSMAN CORPORATION AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
(In Millions)
| Three months ended |
Six months ended |
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| June 30, |
June 30, |
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| 2025 |
2024 |
2025 |
2024 |
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| Net (loss) income |
$ | ( |
) | $ | $ | ( |
) | $ | ||||||||
| Other comprehensive income (loss), net of tax: |
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| Foreign currency translations adjustments |
( |
) | ( |
) | ||||||||||||
| Pension and other postretirement benefits adjustments |
( |
) | ||||||||||||||
| Other, net |
( |
) | ||||||||||||||
| Other comprehensive income (loss), net of tax |
( |
) | ( |
) | ||||||||||||
| Comprehensive (loss) income |
( |
) | ( |
) | ( |
) | ||||||||||
| Comprehensive income attributable to noncontrolling interests |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Comprehensive loss attributable to Huntsman Corporation |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
See accompanying notes to condensed consolidated financial statements.
HUNTSMAN CORPORATION AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(In Millions, Except Share Amounts)
| 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, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | $ | ||||||||||||||||||||||
| Net (loss) income | — | ( | ) | |||||||||||||||||||||||||||||||||
| Other comprehensive income | — | |||||||||||||||||||||||||||||||||||
| Issuance of nonvested stock awards | — | ( | ) | |||||||||||||||||||||||||||||||||
| Vesting of stock awards | ||||||||||||||||||||||||||||||||||||
| Recognition of stock-based compensation | — | |||||||||||||||||||||||||||||||||||
| Repurchase and cancellation of stock awards | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Stock options exercised | ||||||||||||||||||||||||||||||||||||
| Dividends declared on common stock ($ per share) | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||||
| Balance, March 31, 2025 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Net (loss) income | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||||
| Other comprehensive income | — | |||||||||||||||||||||||||||||||||||
| Vesting of stock awards | ||||||||||||||||||||||||||||||||||||
| Recognition of stock-based compensation | — | |||||||||||||||||||||||||||||||||||
| Repurchase and cancellation of stock awards | ( | ) | ||||||||||||||||||||||||||||||||||
| Dividends declared on common stock ($ per share) | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||||
| Balance, June 30, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | $ | ||||||||||||||||||||||
| 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 | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | $ | ||||||||||||||||||||||
| Net (loss) income | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||||
| Other comprehensive (loss) income | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||||
| Issuance of nonvested stock awards | — | ( | ) | |||||||||||||||||||||||||||||||||
| Vesting of stock awards | ||||||||||||||||||||||||||||||||||||
| Recognition of stock-based compensation | — | |||||||||||||||||||||||||||||||||||
| Repurchase and cancellation of stock awards | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Stock options exercised | ( | ) | ||||||||||||||||||||||||||||||||||
| Dividends declared on common stock ($ per share) | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||||
| Balance, March 31, 2024 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Net income | — | |||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||||
| Issuance of nonvested stock awards | — | ( | ) | |||||||||||||||||||||||||||||||||
| Vesting of stock awards | ||||||||||||||||||||||||||||||||||||
| Recognition of stock-based compensation | — | |||||||||||||||||||||||||||||||||||
| Repurchase and cancellation of stock awards | ( | ) | ||||||||||||||||||||||||||||||||||
| Stock options exercised | ||||||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interests | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||||
| Dividends declared on common stock ($ per share) | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||||
| Balance, June 30, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | $ | ||||||||||||||||||||||
See accompanying notes to condensed consolidated financial statements.
HUNTSMAN CORPORATION AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Millions)
| Six months ended | ||||||||
| June 30, | ||||||||
| 2025 | 2024 | |||||||
| Operating activities: | ||||||||
| Net (loss) income | $ | ( | ) | $ | ||||
| Less: Income from discontinued operations, net of tax | ||||||||
| (Loss) income from continuing operations | ( | ) | ||||||
| Adjustments to reconcile (loss) income from continuing operations to net cash provided by (used in) operating activities from continuing operations: | ||||||||
| Equity in loss (income) of investment in unconsolidated affiliates | ( | ) | ||||||
| Cash received from return on investment in unconsolidated affiliates | ||||||||
| Depreciation and amortization | ||||||||
| Noncash lease expense | ||||||||
| Gain on acquisition of assets, net | ( | ) | ( | ) | ||||
| Noncash prepaid asset write-off | ||||||||
| Noncash restructuring and impairment charges | ||||||||
| Deferred income taxes | ( | ) | ( | ) | ||||
| Noncash stock-based compensation | ||||||||
| Other, net | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts and notes receivable | ( | ) | ( | ) | ||||
| Inventories | ( | ) | ||||||
| Prepaid expenses | ||||||||
| Other current assets | ||||||||
| Other noncurrent assets | ( | ) | ( | ) | ||||
| Accounts payable | ( | ) | ||||||
| Accrued liabilities | ( | ) | ( | ) | ||||
| Other noncurrent liabilities | ( | ) | ( | ) | ||||
| Net cash provided by (used in) operating activities from continuing operations | ( | ) | ||||||
| Net cash used in operating activities from discontinued operations | ( | ) | ( | ) | ||||
| Net cash provided by (used in) operating activities | ( | ) | ||||||
| Investing activities: | ||||||||
| Capital expenditures | ( | ) | ( | ) | ||||
| Cash received from return of investment in unconsolidated subsidiary | ||||||||
| Cash received from sale of businesses, net | ||||||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Financing activities: | ||||||||
| Net borrowings on revolving loan facilities | ||||||||
| Repayments of long-term debt | ( | ) | ( | ) | ||||
| Principal payments on note payable | ( | ) | ||||||
| Dividends paid to common stockholders | ( | ) | ( | ) | ||||
| Distributions paid to noncontrolling interests | ( | ) | ||||||
| Repurchase and cancellation of awards | ( | ) | ( | ) | ||||
| Repurchase of common stock | ( | ) | ||||||
| Other, net | ( | ) | ||||||
| Net cash provided by (used in) financing activities | ( | ) | ||||||
| Effect of exchange rate changes on cash | ( | ) | ||||||
| Increase (decrease) in cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents at beginning of period | ||||||||
| Cash and cash equivalents at end of period | $ | $ | ||||||
| Supplemental cash flow information: | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Cash paid for income taxes | ||||||||
As of June 30, 2025 and 2024, the amount of capital expenditures in accounts payable was $23 million and $20 million, respectively.
See accompanying notes to condensed consolidated financial statements.
HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(In Millions, Except Unit Amounts)
| June 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents(1) | $ | $ | ||||||
| Accounts and notes receivable (net of allowance for doubtful accounts of $), ($ and $ pledged as collateral, respectively)(1) | ||||||||
| Accounts receivable from affiliates | ||||||||
| Inventories(1) | ||||||||
| Prepaid expenses | ||||||||
| Other current assets | ||||||||
| Total current assets | ||||||||
| Property, plant and equipment, net(1) | ||||||||
| Investment in unconsolidated affiliates | ||||||||
| Intangible assets, net | ||||||||
| Goodwill | ||||||||
| Deferred income taxes | ||||||||
| Operating lease right-of-use assets | ||||||||
| Other noncurrent assets(1) | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable(1) | $ | $ | ||||||
| Accounts payable to affiliates | ||||||||
| Accrued liabilities(1) | ||||||||
| Current portion of debt(1) | ||||||||
| Current operating lease liabilities(1) | ||||||||
| Total current liabilities | ||||||||
| Long-term debt(1) | ||||||||
| Deferred income taxes | ||||||||
| Noncurrent operating lease liabilities(1) | ||||||||
| Other noncurrent liabilities(1) | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies (Notes 16 and 17) | ||||||||
| Equity | ||||||||
| Huntsman International LLC members’ equity: | ||||||||
| Members’ equity, units issued and outstanding | ||||||||
| Retained earnings | ||||||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Total Huntsman International LLC members’ equity | ||||||||
| Noncontrolling interests in subsidiaries | ||||||||
| Total equity | ||||||||
| Total liabilities and equity | $ | $ | ||||||
| (1) |
At June 30, 2025 and December 31, 2024, respectively, $25 and $6 of cash and cash equivalents, $20 and $19 of accounts and notes receivable (net), $45 and $57 of inventories, $121 and $124 of property, plant and equipment (net), $35 and $37 of other noncurrent assets, $108 and $111 of accounts payable, $16 and $21 of accrued liabilities, $9 each of current portion of debt, $8 and $6 of current operating lease liabilities, $3 and $7 of long-term debt, $12 and $15 of noncurrent operating lease liabilities and $16 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.” These assets can only be used to settle obligations of the variable interest entities, and creditors of these liabilities do not have recourse to our general credit. |
See accompanying notes to condensed consolidated financial statements.
HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In Millions)
| Three months ended |
Six months ended |
|||||||||||||||
| June 30, |
June 30, |
|||||||||||||||
| 2025 |
2024 |
2025 |
2024 |
|||||||||||||
| Revenues: |
||||||||||||||||
| Trade sales, services and fees, net |
$ | $ | $ | $ | ||||||||||||
| Related party sales |
||||||||||||||||
| Total revenues |
||||||||||||||||
| Cost of goods sold |
||||||||||||||||
| Gross profit |
||||||||||||||||
| Operating expenses: |
||||||||||||||||
| Selling, general and administrative |
||||||||||||||||
| Research and development |
||||||||||||||||
| Restructuring, impairment and plant closing costs |
||||||||||||||||
| Loss (gain) on acquisition of assets, net |
( |
) | ( |
) | ||||||||||||
| Prepaid asset write-off |
||||||||||||||||
| Income associated with litigation matter, net |
( |
) | ||||||||||||||
| Other operating income, net |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Total operating expenses |
||||||||||||||||
| Operating (loss) income |
( |
) | ( |
) | ( |
) | ||||||||||
| Interest expense, net |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Equity in (loss) income of investment in unconsolidated affiliates |
( |
) | ( |
) | ||||||||||||
| Other income, net |
||||||||||||||||
| (Loss) income from continuing operations before income taxes |
( |
) | ( |
) | ||||||||||||
| Income tax (expense) benefit |
( |
) | ( |
) | ( |
) | ||||||||||
| (Loss) income from continuing operations |
( |
) | ( |
) | ||||||||||||
| Income from discontinued operations, net of tax |
||||||||||||||||
| Net (loss) income |
( |
) | ( |
) | ||||||||||||
| Net income attributable to noncontrolling interests |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Net (loss) income attributable to Huntsman International LLC |
$ | ( |
) | $ | $ | ( |
) | $ | ( |
) | ||||||
| Amounts attributable to Huntsman International LLC: |
||||||||||||||||
| (Loss) income from continuing operations |
$ | ( |
) | $ | $ | ( |
) | $ | ( |
) | ||||||
| Income from discontinued operations, net of tax |
||||||||||||||||
| Net (loss) income |
$ | ( |
) | $ | $ | ( |
) | $ | ( |
) | ||||||
See accompanying notes to condensed consolidated financial statements.
HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
(In Millions)
| Three months ended |
Six months ended |
|||||||||||||||
| June 30, |
June 30, |
|||||||||||||||
| 2025 |
2024 |
2025 |
2024 |
|||||||||||||
| Net (loss) income |
$ | ( |
) | $ | $ | ( |
) | $ | ||||||||
| Other comprehensive income (loss), net of tax: |
||||||||||||||||
| Foreign currency translations adjustments |
( |
) | ( |
) | ||||||||||||
| Pension and other postretirement benefits adjustments |
( |
) | ||||||||||||||
| Other, net |
( |
) | ||||||||||||||
| Other comprehensive income (loss), net of tax |
( |
) | ( |
) | ||||||||||||
| Comprehensive (loss) income |
( |
) | ( |
) | ( |
) | ||||||||||
| Comprehensive income attributable to noncontrolling interests |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Comprehensive loss attributable to Huntsman International LLC |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
See accompanying notes to condensed consolidated financial statements.
HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(In Millions, Except Unit Amounts)
| Huntsman International LLC Members |
||||||||||||||||||||||||
| Members' |
Accumulated other |
Noncontrolling |
||||||||||||||||||||||
| equity |
comprehensive |
interests in |
Total |
|||||||||||||||||||||
| Units |
Amount |
Retained earnings |
loss |
subsidiaries |
equity |
|||||||||||||||||||
| Balance, January 1, 2025 |
$ | $ | $ | ( |
) | $ | $ | |||||||||||||||||
| Net (loss) income |
— | ( |
) | |||||||||||||||||||||
| Other comprehensive income |
— | |||||||||||||||||||||||
| Dividends paid to parent |
— | ( |
) | ( |
) | |||||||||||||||||||
| Contribution from parent |
— | |||||||||||||||||||||||
| Distribution to parent |
— | ( |
) | ( |
) | |||||||||||||||||||
| Balance, March 31, 2025 |
( |
) | ||||||||||||||||||||||
| Net (loss) income |
— | ( |
) | ( |
) | |||||||||||||||||||
| Other comprehensive income |
— | |||||||||||||||||||||||
| Dividends paid to parent |
— | ( |
) | ( |
) | |||||||||||||||||||
| Contribution from parent |
— | |||||||||||||||||||||||
| Balance, June 30, 2025 |
( |
) | ||||||||||||||||||||||
| Huntsman International LLC Members |
||||||||||||||||||||||||
| Members' | Accumulated other | Noncontrolling | ||||||||||||||||||||||
| equity |
comprehensive |
interests in |
Total |
|||||||||||||||||||||
| Units |
Amount |
Retained earnings |
loss |
subsidiaries |
equity |
|||||||||||||||||||
| Balance, January 1, 2024 |
$ | $ | $ | ( |
) | $ | $ | |||||||||||||||||
| Net (loss) income |
— | ( |
) | ( |
) | |||||||||||||||||||
| Other comprehensive (loss) income |
— | ( |
) | ( |
) | |||||||||||||||||||
| Dividends paid to parent |
— | ( |
) | ( |
) | |||||||||||||||||||
| Contribution from parent |
— | |||||||||||||||||||||||
| Distribution to parent |
— | ( |
) | ( |
) | |||||||||||||||||||
| Balance, March 31, 2024 |
( |
) | ||||||||||||||||||||||
| Net income |
— | |||||||||||||||||||||||
| Other comprehensive loss |
— | ( |
) | ( |
) | |||||||||||||||||||
| Dividends paid to parent |
— | ( |
) | ( |
) | |||||||||||||||||||
| Contribution from parent |
— | |||||||||||||||||||||||
| Distribution to noncontrolling interest |
— | ( |
) | ( |
) | |||||||||||||||||||
| Balance, June 30, 2024 |
$ | $ | $ | ( |
) | $ | $ | |||||||||||||||||
See accompanying notes to condensed consolidated financial statements.
HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Millions)
| Six months ended |
||||||||
| June 30, |
||||||||
| 2025 |
2024 |
|||||||
| Operating activities: |
||||||||
| Net (loss) income |
$ | ( |
) | $ | ||||
| Less: Income from discontinued operations, net of tax |
||||||||
| (Loss) income from continuing operations |
( |
) | ||||||
| Adjustments to reconcile (loss) income from continuing operations to net cash provided by (used in) operating activities from continuing operations: |
||||||||
| Equity in loss (income) of investment in unconsolidated affiliates |
( |
) | ||||||
| Cash received from return on investment in unconsolidated subsidiary |
||||||||
| Depreciation and amortization |
||||||||
| Noncash lease expense |
||||||||
| Gain on acquisition of assets, net |
( |
) | ( |
) | ||||
| Noncash prepaid asset write-off |
||||||||
| Noncash restructuring and impairment charges |
||||||||
| Deferred income taxes |
( |
) | ( |
) | ||||
| Noncash stock-based compensation |
||||||||
| Other, net |
||||||||
| Changes in operating assets and liabilities: |
||||||||
| Accounts and notes receivable |
( |
) | ( |
) | ||||
| Inventories |
( |
) | ||||||
| Prepaid expenses |
||||||||
| Other current assets |
||||||||
| Other noncurrent assets |
( |
) | ( |
) | ||||
| Accounts payable |
( |
) | ||||||
| Accrued liabilities |
( |
) | ( |
) | ||||
| Other noncurrent liabilities |
( |
) | ( |
) | ||||
| Net cash provided by (used in) operating activities from continuing operations |
( |
) | ||||||
| Net cash used in operating activities from discontinued operations |
( |
) | ( |
) | ||||
| Net cash provided by (used in) operating activities |
( |
) | ||||||
| Investing activities: |
||||||||
| Capital expenditures |
( |
) | ( |
) | ||||
| Cash received from return of investment in unconsolidated subsidiary |
||||||||
| Cash received from sale of businesses, net |
||||||||
| Increase in receivable from affiliate |
( |
) | ( |
) | ||||
| Net cash used in investing activities |
( |
) | ( |
) | ||||
| Financing activities: |
||||||||
| Net borrowings on revolving loan facilities |
||||||||
| Repayments of long-term debt |
( |
) | ( |
) | ||||
| Principal payments on note payable |
( |
) | ||||||
| Dividends paid to parent |
( |
) | ( |
) | ||||
| Distributions paid to noncontrolling interests |
( |
) | ||||||
| Other, net |
( |
) | ||||||
| Net cash provided by (used in) financing activities |
( |
) | ||||||
| Effect of exchange rate changes on cash |
( |
) | ||||||
| Increase (decrease) in cash and cash equivalents |
( |
) | ||||||
| Cash and cash equivalents at beginning of period |
||||||||
| Cash and cash equivalents at end of period |
$ | $ | ||||||
| Supplemental cash flow information: |
||||||||
| Cash paid for interest |
$ | $ | ||||||
| Cash paid for income taxes |
||||||||
As of June 30, 2025 and 2024, the amount of capital expenditures in accounts payable was $23 million and $20 million, respectively.
See accompanying notes to condensed consolidated financial statements.
HUNTSMAN CORPORATION AND SUBSIDIARIES
HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. GENERAL
Certain Definitions
For convenience in this report, the terms “Company,” “Huntsman,” “our,” “us” or “we” may be used to refer to Huntsman Corporation and, unless the context otherwise requires, its subsidiaries and predecessors. In this report, “Huntsman International” refers to Huntsman International LLC (our wholly-owned subsidiary).
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 Financial Statements
Our unaudited interim condensed consolidated financial statements and Huntsman International’s unaudited interim condensed consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP” or “U.S. GAAP”) and in management’s opinion reflect all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of results of operations, comprehensive (loss) income, financial position and cash flows for the periods presented. Results for interim periods 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, 2024 for our Company and Huntsman International.
Description of Businesses
We are a global manufacturer of diversified organic chemical products. We operate in segments: Polyurethanes, Performance Products and Advanced Materials. Our products comprise many different chemicals and formulations, which we market globally to a wide range of consumers that consist primarily of industrial and building product manufacturers. Our products are used in a broad range of applications, including those in the adhesives, aerospace, automotive, coatings and construction, construction products, durable and non-durable consumer products, electronics, insulation, packaging, power generation and refining. Many of our products offer effects such as premium insulation in homes and buildings and the light weighting of airplanes and automobiles that help conserve energy. We are a leading global producer in many of our key product lines, including MDI, amines, maleic anhydride and epoxy-based polymer formulations. We operate all of our businesses through Huntsman International, our wholly-owned subsidiary. Huntsman International is a Delaware limited liability company and was formed in 1999.
Huntsman Corporation and Huntsman International Financial Statements
Except where otherwise indicated, these notes relate to the condensed consolidated financial statements for both our Company and Huntsman International. The differences between our condensed consolidated financial statements and Huntsman International’s condensed consolidated financial statements relate primarily to different capital structures.
Principles of Consolidation
Our condensed consolidated financial statements include the accounts of our wholly-owned and majority-owned subsidiaries and any variable interest entities for which we are the primary beneficiary. Intercompany accounts and transactions have been eliminated.
Huntsman International declared and paid to us distributions in the form of certain affiliate accounts receivable during 2025 and 2024.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
2. ACCOUNTING STANDARDS
RECENTLY ADOPTED ACCOUNTING STANDARD
On January 1, 2025, we adopted Financial Accounting Standards Board (FASB) Accounting Standards Update (ASU) No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures; however, the required disclosures are effective for our 2025 annual reporting period and interim reporting periods within fiscal years beginning after December 15, 2025. We are currently evaluating the impact of the adoption of this accounting standard on the related disclosures.
ACCOUNTING STANDARD PENDING ADOPTION IN FUTURE PERIODS
The following relevant accounting standard becomes effective subsequent to fiscal year 2025, and we are currently evaluating the impact of the future adoption of this accounting standard on the related disclosures:
| ● |
FASB ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Topic 220-40): Disaggregation of Income Statement Expenses, effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027 |
3. BUSINESS COMBINATIONS AND ACQUISITIONS
SEPARATION AND ACQUISITION OF ASSETS OF SLIC JOINT VENTURE
On January 31, 2024, we completed the planned separation and acquisition of assets of Shanghai Lianheng Isocyanate Company Ltd. (“SLIC”), our former joint venture with BASF and three Chinese chemical companies. The final purchase price of the acquired assets was determined based on an asset valuation that was completed in the second quarter of 2024. The acquisition of the assets was funded in part with Huntsman Polyurethanes Shanghai Ltd., our 70%-owned consolidated joint venture in China (“HPS”), issuing a U.S. dollar equivalent note payable at closing of approximately $
The acquisition has been integrated into our Polyurethanes segment. Transaction costs related to this acquisition were material during 2024.
We have accounted for the acquisition using the acquisition method. As such, we analyzed the fair value of net assets acquired. The allocation of acquisition cost to the assets and liabilities acquired is summarized as follows (dollars in millions):
| Fair value of assets acquired: | ||||
| Accounts receivable | $ | |||
| Inventories | ||||
| Property, plant and equipment | ||||
| Other long-term assets | ||||
| Deferred income taxes | ||||
| Operating lease right-of-use assets | ||||
| Noncurrent operating lease liabilities | ( | ) | ||
| Total | $ |
The total fair value of the net assets acquired was in excess of the acquisition cost resulting in net gains of approximately $
According to the operating agreement of the joint venture, SLIC sold all of its output to the joint venture partners with no external sales. After the separation and acquisition of assets, we use all of the output of the acquired assets for internal use. As such, the acquired business has no external revenues or net income.
4. DISCONTINUED OPERATIONS
SaLE of tEXTILE eFFECTS bUSINESS
On February 28, 2023, we completed the sale of our textile chemicals and dyes business (“Textile Effects Business”) to Archroma, a portfolio company of SK Capital Partners, and during the first quarter of 2024, we finalized the purchase price valued at $
The following table reconciles line items constituting pretax income (loss) of discontinued operations to after-tax income of discontinued operations, primarily related to our Textile Effects Business, as presented in our condensed consolidated statements of operations (dollars in millions):
| Three months ended | Six months ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Major line item constituting pretax income (loss) of discontinued operations: | ||||||||||||||||
| Gain (loss) on sale of our discontinued operations | $ | $ | $ | $ | ( | ) | ||||||||||
| Income (loss) from discontinued operations before income taxes | ( | ) | ||||||||||||||
| Income tax (expense) benefit | ( | ) | ( | ) | ||||||||||||
| Net income attributable to discontinued operations | $ | $ | $ | $ | ||||||||||||
5. INVENTORIES
We state our inventories at the lower of cost or market, with cost determined using average cost, last-in first-out (“LIFO”) and first-in first-out methods for different components of inventory. Inventories consisted of the following (dollars in millions):
| June 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Raw materials and supplies | $ | $ | ||||||
| Work in progress | ||||||||
| Finished goods | ||||||||
| Total | ||||||||
| LIFO reserves | ( | ) | ( | ) | ||||
| Net inventories | $ | $ | ||||||
As of both June 30, 2025 and December 31, 2024, approximately
6. VARIABLE INTEREST ENTITIES
We evaluate our investments and transactions to identify variable interest entities for which we are the primary beneficiary. We hold a variable interest in the following joint ventures for which we are the primary beneficiary:
| ● | Rubicon LLC is our |
| ● | Arabian Amines Company (“AAC”) is our |
During the six months ended June 30, 2025, there were no changes in our variable interest entities.
Creditors of our variable interest entities have no recourse to our general credit. See “Note 9. Debt—Direct and Subsidiary Debt.” As the primary beneficiary of these variable interest entities at June 30, 2025, the joint ventures’ assets, liabilities and results of operations are included in our condensed consolidated financial statements.
The following table summarizes the carrying amounts of our variable interest entities’ assets and liabilities included in our condensed consolidated balance sheet as of June 30, 2025 and our consolidated balance sheet as of December 31, 2024 (dollars in millions):
| June 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Current assets | $ | $ | ||||||
| Property, plant and equipment, net | ||||||||
| Operating lease right-of-use assets | ||||||||
| Other noncurrent assets | ||||||||
| Deferred income taxes | ||||||||
| Total assets | $ | $ | ||||||
| Current liabilities | $ | $ | ||||||
| Long-term debt | ||||||||
| Noncurrent operating lease liabilities | ||||||||
| Other noncurrent liabilities | ||||||||
| Deferred income taxes | ||||||||
| Total liabilities | $ | $ | ||||||
Certain operating activities for our variable interest entities for the three and six months ended June 30, 2025 and 2024 were as follows (dollars in millions):
| Three months ended | Six months ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Income from continuing operations before income taxes | $ | $ | $ | $ | ||||||||||||
| Net cash provided by operating activities | ||||||||||||||||
7. SUPPLIER FINANCE PROGRAM
During the first quarter of 2025, we initiated a supplier finance program that has been made available to certain of our vendors. The program allows our vendors to voluntarily sell their receivables due from us to a participating financial institution on terms that are negotiated between the vendor and the financial institution. The vendor receives payment from the financial institution, and we pay the financial institution on the terms originally negotiated with the vendor, which generally range from
8. RESTRUCTURING, IMPAIRMENT AND PLANT CLOSING COSTS
As of June 30, 2025 and December 31, 2024, accrued restructuring and plant closing costs by type of cost consisted of the following (dollars in millions):
| Other |
||||||||||||||||
| Workforce |
Contract |
restructuring |
||||||||||||||
| reductions |
terminations |
costs |
Total |
|||||||||||||
| Accrued liabilities as of January 1, 2025 |
$ | $ | $ | ( |
) | $ | ||||||||||
| Charges, net |
||||||||||||||||
| Payments |
( |
) | ( |
) | ||||||||||||
| Accrued liabilities as of June 30, 2025 |
$ | $ | $ | $ | ||||||||||||
As of June 30, 2025 and December 31, 2024, accrued restructuring and plant closing costs of our
| Performance |
Advanced |
Corporate |
||||||||||||||||||
| Polyurethanes |
Products |
Materials |
and other |
Total |
||||||||||||||||
| Accrued liabilities as of January 1, 2025 |
$ | $ | $ | $ | $ | |||||||||||||||
| Charges (credits), net |
( |
) | ||||||||||||||||||
| Payments |
( |
) | ( |
) | ( |
) | ||||||||||||||
| Accrued liabilities as of June 30, 2025 |
$ | $ | $ | $ | $ | |||||||||||||||
| Current portion of restructuring reserves |
$ | $ | $ | $ | $ | |||||||||||||||
| Long-term portion of restructuring reserves |
||||||||||||||||||||
Details with respect to cash and noncash restructuring, impairment and plant closing costs from continuing operations for the three and six months ended June 30, 2025 and 2024 are provided below (dollars in millions):
| Three months ended |
Six months ended |
|||||||||||||||
| June 30, |
June 30, |
|||||||||||||||
| 2025 |
2024 |
2025 |
2024 |
|||||||||||||
| Cash charges, net |
$ | $ | $ | $ | ||||||||||||
| Noncash charges: |
||||||||||||||||
| Impairment of assets |
||||||||||||||||
| Accelerated depreciation |
||||||||||||||||
| Other noncash charges (credits) |
( |
) | ||||||||||||||
| Total restructuring, impairment and plant closing costs |
$ | $ | $ | $ | ||||||||||||
Restructuring Activities
Beginning in the second quarter of 2025, our Performance Products segment implemented a restructuring program to close its European maleic anhydride manufacturing facility in Moers, Germany and to reduce other organizational structure costs. In connection with this restructuring program, we recorded net restructuring expense of approximately $
Beginning in the fourth quarter of 2024, our Polyurethanes segment implemented a restructuring program to reduce organizational structure costs. During the second quarter of 2025, this program was further expanded to optimize its European business organization. In connection with this restructuring program, we recorded net restructuring expense of approximately $
Beginning in the first quarter of 2024, our Advanced Materials segment implemented a restructuring program to optimize the segment’s manufacturing processes and cost structure in the U.S. to better align with future market opportunities. In connection with this restructuring program, we recorded net restructuring expense of approximately $
Beginning in the fourth quarter of 2022, we implemented a restructuring program to further realign our cost structure with additional restructuring in Europe. This program was associated with all of our segments and included exiting and consolidating certain facilities, workforce relocation to lower cost locations and further personnel rationalization. In connection with this restructuring program, we recorded a credit of approximately $
9. DEBT
Our outstanding debt, net of debt issuance costs, of consolidated entities consisted of the following (dollars in millions):
| June 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Senior credit facilities: | ||||||||
| Revolving credit facility | $ | $ | ||||||
| Senior notes | ||||||||
| Amounts outstanding under A/R programs | ||||||||
| Variable interest entities | ||||||||
| Other | ||||||||
| Total debt | $ | $ | ||||||
| Current portion of debt | $ | $ | ||||||
| Long-term portion of debt | ||||||||
| Total debt | $ | $ | ||||||
Direct and Subsidiary Debt
Substantially all of our debt, including the facilities described below, has been incurred by our subsidiaries (primarily Huntsman International). Huntsman Corporation is not a guarantor of such subsidiary debt.
Certain of our subsidiaries have third-party debt agreements that contain certain restrictions with regard to dividends, distributions, loans or advances. In certain circumstances, the consent of a third party would be required prior to the transfer of any cash or assets from these subsidiaries to us.
Revolving Credit Facility
On May 20, 2022, Huntsman International entered into a $
On May 23, 2025, Huntsman International entered into a Second Amendment to the 2022 Revolving Credit Facility (the “Second Amendment”). The Second Amendment amends the financial covenant regarding the leverage ratio of Huntsman International and its subsidiaries to increase the maximum permitted ratio of Consolidated Net Debt to Consolidated EBITDA (as those terms are defined in the 2022 Revolving Credit Facility) through the quarter ending December 31, 2026, or earlier if elected by Huntsman International after demonstrating compliance with a certain ratio of Consolidated Net Debt to Consolidated EBITDA (such period, the “Covenant Relief Period”).
The Second Amendment also (i) reduces the general debt and liens baskets during the Covenant Relief Period and (ii) amends the restricted payments covenant to limit Huntsman International’s ability to make restricted payments for the purpose of providing Huntsman Corporation funds to redeem its equity interests during the Covenant Relief Period, subject to certain exceptions.
The following table presents certain amounts under our 2022 Revolving Credit Facility as of June 30, 2025 (monetary amounts in millions):
| Unamortized | ||||||||||||||||||||
| discounts and | ||||||||||||||||||||
| Committed | Principal | debt issuance | Carrying | |||||||||||||||||
| Facility | amount | outstanding | costs | value | Interest rate(2) | Maturity | ||||||||||||||
| 2022 Revolving Credit Facility | $ | $ | (1) | $ | $ |
|
| |||||||||||||
| (1) | On June 30, 2025, we had an additional $ |
| (2) | Interest rates on borrowings under the 2022 Revolving Credit Facility vary based on the type of loan and Huntsman International’s debt ratings. The representative interest rate for U.S. dollar borrowings as of June 30, 2025 was |
Senior Notes
On March 28, 2025, we satisfied and discharged our obligations under the indenture governing our
As of June 30, 2025, our senior notes consisted of the following (monetary amounts in millions):
| Unamortized | ||||||||||||
| premiums, | ||||||||||||
| discounts | ||||||||||||
| and debt | ||||||||||||
| Notes | Maturity | Interest rate | Amount outstanding | issuance costs | ||||||||
| 2029 Senior notes | May 2029 | % |
| |||||||||
| 2031 Senior notes | June 2031 | % |
| |||||||||
| 2034 Senior notes | October 2034 | % |
| |||||||||
A/R Programs
Our U.S. accounts receivable securitization program (“U.S. A/R Program”) and our European accounts receivable securitization program (“EU A/R Program” and collectively with the U.S. A/R Program, “A/R Programs”) are structured so that we transfer certain of our trade receivables to the U.S. special purpose entity (“U.S. SPE”) and the European special purpose entity (“EU SPE”) in transactions intended to be true sales or true contributions. The receivables collateralize debt incurred by the U.S. SPE and the EU SPE.
Information regarding our A/R Programs as of June 30, 2025 was as follows (monetary amounts in millions):
| Maximum funding | Amount | |||||||||||
| Facility | Maturity | availability(1) | outstanding | Interest rate(2) | ||||||||
| U.S. A/R Program |
| $ | $ | (3) |
| |||||||
| EU A/R Program |
| € | € |
| ||||||||
| (1) | The amount of actual availability under our A/R Programs may be lower based on the level of eligible receivables sold, changes in the credit ratings of our customers, customer concentration levels and certain characteristics of the accounts receivable being transferred, as defined in the applicable agreements. |
| (2) | The applicable rate for our U.S. A/R Program is defined by the lender as Term SOFR. The applicable rate for our EU A/R Program is either Term SOFR, EURIBOR or SONIA (Sterling Overnight Interbank Average Rate). |
| (3) | As of June 30, 2025, we had approximately $ |
As of June 30, 2025 and December 31, 2024, $
Variable Interest Entity Debt
As of June 30, 2025, AAC, our consolidated
Debt Issuance Costs
We record debt issuance costs related to a debt liability on the balance sheets as a reduction to the face amount of that debt liability. As of June 30, 2025 and December 31, 2024, the amount of debt issuance costs directly reducing the debt liability was $
Compliance with Covenants
Our 2022 Revolving Credit Facility contains a financial covenant regarding the leverage ratio of Huntsman International and its subsidiaries. The 2022 Revolving Credit Facility also contains other customary covenants and events of default for credit facilities of this type. Upon an event of default that is not cured or waived within any applicable cure periods, in addition to other remedies that may be available to the lenders, the obligations under the 2022 Revolving Credit Facility may be accelerated.
The agreements governing our A/R Programs also contain certain receivable performance metrics. Any material failure to meet the applicable A/R Programs’ metrics could lead to an early termination event under the A/R Programs, which could require us to cease our use of such facilities, prohibiting us from additional borrowings against our receivables or, at the discretion of the lenders, requiring that we repay the A/R Programs in full. An early termination event under the A/R Programs would also constitute an event of default under our 2022 Revolving Credit Facility, which could require us to pay off the balance of the 2022 Revolving Credit Facility in full and could result in the loss of our 2022 Revolving Credit Facility.
We believe that we are in compliance with the covenants contained in the agreements governing our material debt instruments, including our 2022 Revolving Credit Facility, our A/R Programs and our senior notes.
10. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
We are exposed to market risks, such as changes in interest rates, foreign exchange rates and commodity prices. From time to time, we enter into transactions, including transactions involving derivative instruments, to manage certain of these exposures. We also hedge our net investment in certain European operations. Changes in the fair value of the hedge of our net investment in certain European operations are recorded in accumulated other comprehensive loss.
Through our borrowing activities, we are exposed to interest rate risk. Such risk arises due to the structure of our debt portfolio, including the mix of fixed and floating interest rates. Actions taken to reduce interest rate risk include managing the mix and rate characteristics of various interest-bearing liabilities, as well as entering into interest rate derivative instruments. From time to time, we may purchase interest rate swaps and/or other derivative instruments to reduce the impact of changes in interest rates on our floating-rate exposures. Under interest rate swaps, we agree with other parties to exchange, at specified intervals, the difference between fixed-rate and floating-rate interest amounts calculated by reference to an agreed notional principal amount.
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 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 June 30, 2025 and 2024, we had approximately $
We review our non-U.S. dollar denominated debt and derivative instruments to determine the appropriate amounts designated as hedges. As of June 30, 2025, we have designated approximately million (approximately $
During the third quarter of 2024, we entered into three-year, cross-currency interest rate contracts to swap an aggregate notional amount $
11. FAIR VALUE
The fair values of our financial instruments were as follows (dollars in millions):
| June 30, 2025 | December 31, 2024 | |||||||||||||||
| Carrying | Estimated | Carrying | Estimated | |||||||||||||
| value | fair value | value | fair value | |||||||||||||
| Non-qualified employee benefit plan investments | $ | $ | $ | $ | ||||||||||||
| Cross-currency interest rate contracts | ( | ) | ( | ) | ||||||||||||
| Long-term debt (including current portion) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
The carrying amounts reported in the balance sheets of cash and cash equivalents, accounts receivable and accounts payable approximate fair value because of the immediate or short-term maturity of these financial instruments. The fair values of non-qualified employee benefit plan investments are obtained through market observable pricing using prevailing market prices (Level 1). The fair values of our cross-currency interest rate contracts are based on observable inputs other than quoted prices (Level 2). The fair values of our senior notes are based on quoted market prices for the identical liability when traded in an active market (Level 1), and the fair values of all our other outstanding debt are based on observable inputs other than quoted prices (Level 2). The fair value estimates presented herein are based on pertinent information available to management as of June 30, 2025 and December 31, 2024. Although we are 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 June 30, 2025, and current estimates of fair value may differ significantly from the amounts presented herein.
During the six months ended June 30, 2025, we held
12. REVENUE RECOGNITION
The following tables disaggregate our revenue from continuing operations by major source for the three months ended June 30, 2025 and 2024 (dollars in millions):
| Performance |
Advanced |
Corporate and |
||||||||||||||||||
| 2025 |
Polyurethanes |
Products |
Materials |
eliminations |
Total |
|||||||||||||||
| Primary geographic markets(1) |
||||||||||||||||||||
| U.S. and Canada |
$ | $ | $ | $ | ( |
) | $ | |||||||||||||
| Europe |
( |
) | ||||||||||||||||||
| Asia Pacific |
( |
) | ||||||||||||||||||
| Rest of world |
||||||||||||||||||||
| $ | $ | $ | $ | ( |
) | $ | ||||||||||||||
| Major product groupings |
||||||||||||||||||||
| Diversified |
$ | $ | $ | |||||||||||||||||
| Specialty |
$ | |||||||||||||||||||
| Other |
||||||||||||||||||||
| Eliminations |
$ | ( |
) | ( |
) | |||||||||||||||
| $ | $ | $ | $ | ( |
) | $ | ||||||||||||||
| Performance |
Advanced |
Corporate and |
||||||||||||||||||
| 2024 |
Polyurethanes |
Products |
Materials |
eliminations |
Total |
|||||||||||||||
| Primary geographic markets(1) |
||||||||||||||||||||
| U.S. and Canada |
$ | $ | $ | $ | ( |
) | $ | |||||||||||||
| Europe |
( |
) | ||||||||||||||||||
| Asia Pacific |
||||||||||||||||||||
| Rest of world |
||||||||||||||||||||
| $ | $ | $ | $ | ( |
) | $ | ||||||||||||||
| Major product groupings |
||||||||||||||||||||
| Diversified |
$ | $ | $ | |||||||||||||||||
| Specialty |
$ | |||||||||||||||||||
| Other |
||||||||||||||||||||
| Eliminations |
$ | ( |
) | ( |
) | |||||||||||||||
| $ | $ | $ | $ | ( |
) | $ | ||||||||||||||
| (1) |
Geographic information for revenues is based upon countries into which product is sold. |
The following tables disaggregate our revenue from continuing operations by major source for the six months ended June 30, 2025 and 2024 (dollars in millions):
| Performance |
Advanced |
Corporate and |
||||||||||||||||||
| 2025 |
Polyurethanes |
Products |
Materials |
eliminations |
Total |
|||||||||||||||
| Primary geographic markets(1) |
||||||||||||||||||||
| U.S. and Canada |
$ | $ | $ | $ | ( |
) | $ | |||||||||||||
| Europe |
( |
) | ||||||||||||||||||
| Asia Pacific |
( |
) | ||||||||||||||||||
| Rest of world |
||||||||||||||||||||
| $ | $ | $ | $ | ( |
) | $ | ||||||||||||||
| Major product groupings |
||||||||||||||||||||
| Diversified |
$ | $ | ||||||||||||||||||
| Specialty |
$ | |||||||||||||||||||
| Other |
||||||||||||||||||||
| Eliminations |
$ | ( |
) | ( |
) | |||||||||||||||
| $ | $ | $ | $ | ( |
) | $ | ||||||||||||||
| Performance |
Advanced |
Corporate and |
||||||||||||||||||
| 2024 |
Polyurethanes |
Products |
Materials |
eliminations |
Total |
|||||||||||||||
| Primary geographic markets(1) |
||||||||||||||||||||
| U.S. and Canada |
$ | $ | $ | $ | ( |
) | $ | |||||||||||||
| Europe |
( |
) | ||||||||||||||||||
| Asia Pacific |
( |
) | ||||||||||||||||||
| Rest of world |
||||||||||||||||||||
| $ | $ | $ | $ | ( |
) | $ | ||||||||||||||
| Major product groupings |
||||||||||||||||||||
| Diversified |
$ | $ | $ | |||||||||||||||||
| Specialty |
$ | |||||||||||||||||||
| Other |
||||||||||||||||||||
| Eliminations |
$ | ( |
) | ( |
) | |||||||||||||||
| $ | $ | $ | $ | ( |
) | $ | ||||||||||||||
| (1) |
Geographic information for revenues is based upon countries into which product is sold. |
13. EMPLOYEE BENEFIT PLANS
Components of the net periodic benefit cost from continuing operations for the three and six months ended June 30, 2025 and 2024 were as follows (dollars in millions):
| Other postretirement | ||||||||||||||||
| Defined benefit plans | benefit plans | |||||||||||||||
| Three months ended | Three months ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Service cost | $ | $ | $ | $ | ||||||||||||
| Interest cost | ||||||||||||||||
| Expected return on assets | ( | ) | ( | ) | ||||||||||||
| Amortization of prior service benefit | ( | ) | ( | ) | ||||||||||||
| Amortization of actuarial loss | ||||||||||||||||
| Special termination benefits | ||||||||||||||||
| Net periodic benefit cost | $ | $ | $ | $ | ||||||||||||
| Other postretirement | ||||||||||||||||
| Defined benefit plans | benefit plans | |||||||||||||||
| Six months ended | Six months ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Service cost | $ | $ | $ | $ | ||||||||||||
| Interest cost | ||||||||||||||||
| Expected return on assets | ( | ) | ( | ) | ||||||||||||
| Amortization of prior service benefit | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Amortization of actuarial loss | ||||||||||||||||
| Special termination benefits | ||||||||||||||||
| Settlement gain | ( | ) | ||||||||||||||
| Net periodic benefit cost | $ | $ | $ | $ | ||||||||||||
During the six months ended June 30, 2025 and 2024, we made contributions to our pension and other postretirement benefit plans related to continuing operations of $
14. HUNTSMAN CORPORATION STOCKHOLDERS’ EQUITY
Share Repurchase Program
On October 26, 2021, our Board of Directors approved a new share repurchase program of $
Dividends on Common Stock
During the three months ended June 30, 2025 and 2024, we declared dividends of $
15. ACCUMULATED OTHER COMPREHENSIVE LOSS
The components of other comprehensive income (loss) and changes in accumulated other comprehensive loss by component were as follows (dollars in millions):
Huntsman Corporation
| Pension | ||||||||||||||||||||||||
| Foreign | and other | Amounts | Amounts | |||||||||||||||||||||
| currency | postretirement | attributable to | attributable to | |||||||||||||||||||||
| translation | benefits | noncontrolling | Huntsman | |||||||||||||||||||||
| adjustments(1) | adjustments(2) | Other, net | Total | interests | Corporation | |||||||||||||||||||
| Beginning balance, January 1, 2025 | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||||
| Other comprehensive income (loss) before reclassifications, gross | ( | ) | ||||||||||||||||||||||
| Tax impact | ||||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive loss, gross(3) | ||||||||||||||||||||||||
| Tax impact | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Net current-period other comprehensive income (loss) | ( | ) | ||||||||||||||||||||||
| Ending balance, June 30, 2025 | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||||
| (1) | Amounts are net of tax of $ |
| (2) | Amounts are net of tax of $ |
| (3) | See tables below for details about pension and other postretirement benefits reclassifications. |
| Pension | ||||||||||||||||||||||||
| Foreign | and other | Amounts | Amounts | |||||||||||||||||||||
| currency | postretirement | attributable to | attributable to | |||||||||||||||||||||
| translation | benefits | noncontrolling | Huntsman | |||||||||||||||||||||
| adjustments(1) | adjustments(2) | Other, net | Total | interests | Corporation | |||||||||||||||||||
| Beginning balance, January 1, 2024 | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | ||||||||
| Other comprehensive (loss) income before reclassifications, gross | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| Tax impact | ||||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive loss, gross(3) | ||||||||||||||||||||||||
| Tax impact | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Net current-period other comprehensive (loss) income | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| Ending balance, June 30, 2024 | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||||
| (1) | Amounts are net of tax of $ |
| (2) | Amounts are net of tax of $ |
| (3) | See tables below for details about pension and other postretirement benefits reclassifications. |
| Three months ended June 30, | ||||||||||
| 2025 | 2024 | |||||||||
| Amounts reclassified | Amounts reclassified | Affected line item in | ||||||||
| from accumulated | from accumulated | the statement | ||||||||
| Details about accumulated other | other | other | where net income | |||||||
| comprehensive loss components(1)(2): | comprehensive loss | comprehensive loss | is presented | |||||||
| Amortization of pension and other postretirement benefits: | ||||||||||
| Prior service credit | $ | ( | ) | $ | ( | ) | (3) | Other income, net | ||
| Actuarial loss | (3) | Other income, net | ||||||||
| Total before tax | ||||||||||
| ( | ) | Income tax | ||||||||
| Total reclassifications for the period | $ | $ | Net of tax | |||||||
| Six months ended June 30, | ||||||||||
| 2025 | 2024 | |||||||||
| Amounts reclassified | Amounts reclassified | Affected line item in | ||||||||
| from accumulated | from accumulated | the statement | ||||||||
| Details about accumulated other | other | other | where net income | |||||||
| comprehensive loss components(1)(2): | comprehensive loss | comprehensive loss | is presented | |||||||
| Amortization of pension and other postretirement benefits: | ||||||||||
| Prior service credit | $ | ( | ) | $ | ( | ) | (3) | Other income, net | ||
| Actuarial loss | (3) | Other income, net | ||||||||
| Settlement gain | ( | ) | (3) | Other income, net | ||||||
| Total before tax | ||||||||||
| ( | ) | ( | ) | Income tax | ||||||
| Total reclassifications for the period | $ | $ | Net of tax | |||||||
| (1) | Details of amounts reclassified from accumulated other comprehensive loss relate only to pension and other postretirement benefits. |
| (2) | Pension and other postretirement benefits amounts in parentheses indicate credits on our condensed consolidated statements of operations. |
| (3) | These accumulated other comprehensive loss components are included in the computation of net periodic pension costs. See “Note 13. Employee Benefit Plans.” |
Huntsman International
| Pension | ||||||||||||||||||||||||
| Foreign | and other | Amounts | Amounts | |||||||||||||||||||||
| currency | postretirement | attributable to | attributable to | |||||||||||||||||||||
| translation | benefits | noncontrolling | Huntsman | |||||||||||||||||||||
| adjustments(1) | adjustments(2) | Other, net | Total | interests | International | |||||||||||||||||||
| Beginning balance, January 1, 2025 | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | ||||||||
| Other comprehensive income (loss) before reclassifications, gross | ( | ) | ||||||||||||||||||||||
| Tax impact | ||||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive loss, gross(3) | ||||||||||||||||||||||||
| Tax impact | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Net current-period other comprehensive income (loss) | ( | ) | ||||||||||||||||||||||
| Ending balance, June 30, 2025 | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||||
| (1) | Amounts are net of tax of $ |
| (2) | Amounts are net of tax of $ |
| (3) | See tables below for details about pension and other postretirement benefits reclassifications. |
| Pension | ||||||||||||||||||||||||
| Foreign | and other | Amounts | Amounts | |||||||||||||||||||||
| currency | postretirement | attributable to | attributable to | |||||||||||||||||||||
| translation | benefits | noncontrolling | Huntsman | |||||||||||||||||||||
| adjustments(1) | adjustments(2) | Other, net | Total | interests | International | |||||||||||||||||||
| Beginning balance, January 1, 2024 | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | ||||||||
| Other comprehensive (loss) income before reclassifications, gross | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| Tax impact | ||||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive loss, gross(3) | ||||||||||||||||||||||||
| Tax impact | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Net current-period other comprehensive (loss) income | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| Ending balance, June 30, 2024 | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | ||||||||
| (1) | Amounts are net of tax of $ |
| (2) | Amounts are net of tax of $ |
| (3) | See tables below for details about pension and other postretirement benefits reclassifications. |
| Three months ended June 30, | ||||||||||
| 2025 | 2024 | |||||||||
| Amounts reclassified | Amounts reclassified | Affected line item in | ||||||||
| from accumulated | from accumulated | the statement | ||||||||
| Details about accumulated other | other | other | where net income | |||||||
| comprehensive loss components(1)(2): | comprehensive loss | comprehensive loss | is presented | |||||||
| Amortization of pension and other postretirement benefits: | ||||||||||
| Prior service credit | $ | ( | ) | $ | ( | ) | (3) | Other income, net | ||
| Actuarial loss | (3) | Other income, net | ||||||||
| Total before tax | ||||||||||
| ( | ) | Income tax | ||||||||
| Total reclassifications for the period | $ | $ | Net of tax | |||||||
| Six months ended June 30, | ||||||||||
| 2025 | 2024 | |||||||||
| Amounts reclassified | Amounts reclassified | Affected line item in | ||||||||
| from accumulated | from accumulated | the statement | ||||||||
| Details about accumulated other | other | other | where net income | |||||||
| comprehensive loss components(1)(2): | comprehensive loss | comprehensive loss | is presented | |||||||
| Amortization of pension and other postretirement benefits: | ||||||||||
| Prior service credit | $ | ( | ) | $ | ( | ) | (3) | Other income, net | ||
| Actuarial loss | (3) | Other income, net | ||||||||
| Settlement gain | ( | ) | (3) | Other income, net | ||||||
| Total before tax | ||||||||||
| ( | ) | ( | ) | Income tax | ||||||
| Total reclassifications for the period | $ | $ | Net of tax | |||||||
| (1) | Details of amounts reclassified from accumulated other comprehensive loss relate only to pension and other postretirement benefits. |
| (2) | Pension and other postretirement benefits amounts in parentheses indicate credits on our condensed consolidated statements of operations. |
| (3) | These accumulated other comprehensive loss components are included in the computation of net periodic pension costs. See “Note 13. Employee Benefit Plans.” |
16. COMMITMENTS AND CONTINGENCIES
Legal Matters
On February 6, 2025, the Louisiana Supreme Court affirmed the jury verdict and district court judgment in our favor in our long-running court battle against Praxair/Linde, one of the industrial gas suppliers to our Geismar, Louisiana MDI manufacturing site, and entered a damages award consistent with Huntsman’s expert witness testimony at trial. The case was filed after Praxair refused to maintain properly its own Geismar facility and then repeatedly failed to supply our requirements for industrial gases needed to manufacture MDI under long-term supply contracts that expired in 2013. During the first quarter of 2025, we received a final award of approximately $
We are a party to various other proceedings instituted by private plaintiffs, governmental authorities and others arising under provisions of applicable laws, including various environmental, products liability and other laws. We do not believe that the outcome of any of these matters will have a material effect on our financial condition, results of operations or liquidity.
17. ENVIRONMENTAL, HEALTH AND SAFETY MATTERS
EHS Capital Expenditures
We may incur future costs for capital improvements and general compliance under environmental, health and safety (“EHS”) laws, including costs to acquire, maintain and repair pollution control equipment. For both the six months ended June 30, 2025 and 2024, our capital expenditures from continuing operations for EHS matters totaled $
Environmental Reserves
We have accrued liabilities relating to anticipated environmental cleanup obligations, site reclamation and closure costs and known penalties. Liabilities are recorded when potential liabilities are either known or considered probable and can be reasonably estimated. Our liability estimates are calculated using present value techniques as appropriate and are based upon requirements placed upon us by regulators, available facts, existing technology and past experience. The environmental liabilities do not include amounts recorded as asset retirement obligations. We had accrued $
Environmental Matters
Under the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”) and similar state laws, a current or former owner or operator of real property in the U.S. may be liable for remediation costs regardless of whether the release or disposal of hazardous substances was in compliance with law at the time it occurred, and a current owner or operator may be liable regardless of whether it owned or operated the facility at the time of the release. Outside the U.S., analogous contaminated property laws can hold past owners and/or operators liable for remediation at former facilities. Currently, there are approximately former facilities or third-party sites in the U.S. for which we have been notified of potential claims against us for cleanup liabilities, including, but not limited to, sites listed under CERCLA. Based on current information and past experiences at other CERCLA sites, we do not expect these third-party claims to have a material impact on our condensed consolidated financial statements.
Under the Resource Conservation and Recovery Act (“RCRA”) in the U.S. and similar state laws, we may be required to remediate contamination originating from our properties. Similar laws exist in a number of non-U.S. locations in which we currently operate, or previously operated, manufacturing facilities. Some of our manufacturing sites have an extended history of industrial chemical manufacturing and use, including on-site waste disposal. We are aware of soil, groundwater or surface contamination from past operations at some of our sites, and we may find contamination at other sites in the future. For example, our Geismar, Louisiana facility is the subject of ongoing remediation requirements imposed under RCRA.
18. STOCK-BASED COMPENSATION PLANS
On April 30, 2025, our stockholders approved a new Huntsman Corporation 2025 Stock Incentive Plan (the ‘‘2025 Stock Incentive Plan’’), which reserved
The compensation cost from continuing operations under the stock-based compensation plans for our Company and Huntsman International were as follows (dollars in millions):
| Three months ended | Six months ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Huntsman Corporation compensation cost | $ | $ | $ | $ | ||||||||||||
| Huntsman International compensation cost | ||||||||||||||||
The total income tax expense recognized in the condensed consolidated statements of operations for us and Huntsman International for stock-based compensation arrangements was approximately $
Stock Options
The fair value of each stock option award was estimated on the date of grant using the Black-Scholes valuation model. Expected volatilities were based on the historical volatility of our common stock through the grant date. The expected term of options granted was estimated based on the contractual term of the instruments and employees’ expected exercise and post-vesting employment termination behavior. The risk-free rate for periods within the contractual life of the option was based on the U.S. Treasury yield curve in effect at the time of grant.
During each of the six months ended June 30, 2025 and 2024,
A summary of stock option activity under the stock-based compensation plans as of June 30, 2025 and changes during the six months then ended is presented below:
| Weighted | ||||||||||||||||
| Weighted | average | |||||||||||||||
| average | remaining | Aggregate | ||||||||||||||
| exercise | contractual | intrinsic | ||||||||||||||
| Option awards | Shares | price | term | value | ||||||||||||
| (in thousands) | (years) | (in millions) | ||||||||||||||
| Outstanding at January 1, 2025 | $ | |||||||||||||||
| Exercised | ( | ) | ||||||||||||||
| Forfeited | ( | ) | ||||||||||||||
| Outstanding and exercisable at June 30, 2025 | $ | |||||||||||||||
As of June 30, 2025, there was
The total intrinsic value of stock options exercised during the six months ended June 30, 2025 and 2024 was approximately and $
Nonvested Shares
Nonvested shares granted under the stock-based compensation plans consist of restricted stock and performance share unit awards, which are accounted for as equity awards, and phantom stock, which is accounted for as a liability award because it can be settled in either stock or cash. The fair value of each restricted stock and phantom stock award is estimated to be the closing stock price of Huntsman’s stock on the date of grant.
For our performance share unit awards, the performance criteria are total stockholder return of our common stock relative to the total stockholder return of a specified industry peer group for the -year performance periods. The fair value of each performance share unit award is estimated using a Monte Carlo simulation model that uses various assumptions, including an expected volatility rate and a risk-free interest rate. For the six months ended June 30, 2025 and 2024, the weighted-average expected volatility rate was
A summary of the status of our nonvested shares as of June 30, 2025 and changes during the six months then ended is presented below:
| Equity awards | Liability awards | |||||||||||||||
| Weighted | Weighted | |||||||||||||||
| average | average | |||||||||||||||
| grant-date | grant-date | |||||||||||||||
| Shares | fair value | Shares | fair value | |||||||||||||
| (in thousands) | (in thousands) | |||||||||||||||
| Nonvested at January 1, 2025 | $ | $ | ||||||||||||||
| Granted | ||||||||||||||||
| Vested | ( | ) | (1)(2) | ( | ) | |||||||||||
| Forfeited | ( | ) | ( | ) | ||||||||||||
| Nonvested at June 30, 2025 | ||||||||||||||||
| (1) | As of June 30, 2025, a total of |
| (2) | A total of |
As of June 30, 2025, there was approximately $
19. INCOME TAXES
We use the asset and liability method of accounting for income taxes. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial and tax reporting purposes. We evaluate deferred tax assets to determine whether it is more likely than not that they will be realized. Valuation allowances are reviewed on an individual tax jurisdiction basis to analyze whether there is sufficient positive or negative evidence to support a change in judgment about the realizability of the related deferred tax assets. These conclusions require significant judgment. In evaluating the objective evidence that historical results provide, we consider the cyclicality of our businesses and cumulative income or losses during the applicable period. Cumulative losses incurred over the applicable period limits our ability to consider other subjective evidence such as our projections for the future. Changes in expected future income in applicable jurisdictions could affect the realization of deferred tax assets in those jurisdictions.
We and Huntsman International recorded income tax (expense) benefit from continuing operations of $(
During the second quarter of 2025, we recorded a discrete release of valuation allowances of approximately $
On July 4, 2025, the U.S. enacted tax reform legislation through the One Big Beautiful Bill Act (“OBBBA”). Included in this legislation are provisions that allow for the immediate expensing of domestic U.S. research and development expenses, immediate expensing of certain capital expenditures, changes to the interest expense limitation and other changes to the U.S. taxation of profits derived from foreign operations. We are currently evaluating OBBBA; however, it is not expected to have a material impact on our consolidated financial statements.
20. EARNINGS PER SHARE
Basic income per share excludes dilution and is computed by dividing net income attributable to Huntsman Corporation by the weighted average number of shares outstanding during the period. Diluted income per share reflects all potential dilutive common shares outstanding during the period and is computed by dividing net income attributable to Huntsman Corporation by the weighted average number of shares outstanding during the period increased by the number of additional shares that would have been outstanding as potential dilutive securities. Diluted income per share is computed using the treasury stock method for all stock-based awards. In periods with reported loss from continuing operations attributable to Huntsman Corporation, all stock-based awards are generally deemed anti-dilutive and would be excluded from the calculation of diluted income per share from continuing operations, discontinued operations and net income regardless of whether there is income or loss from discontinued operations and net income.
Basic and diluted loss per share were determined using the following information (in millions):
| Three months ended | Six months ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Numerator: | ||||||||||||||||
| (Loss) income from continuing operations attributable to Huntsman Corporation | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | ||||||
| Net (loss) income attributable to Huntsman Corporation | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | ||||||
| Denominator: | ||||||||||||||||
| Weighted average shares outstanding | ||||||||||||||||
| Dilutive shares: | ||||||||||||||||
| Stock-based awards | ||||||||||||||||
| Total weighted average shares outstanding, including dilutive shares | ||||||||||||||||
Additional stock-based awards of approximately
21. OPERATING SEGMENT INFORMATION
We derive our revenues, earnings and cash flows from the manufacture and sale of a wide variety of diversified organic chemical products. We have operating segments, which are also our reportable operating segments: Polyurethanes, Performance Products and Advanced Materials. We have organized our business and derived our operating segments around differences in product lines.
The major products of each reportable operating segment are as follows:
| Segment |
| Products |
| Polyurethanes | | MDI, polyols, TPU and other polyurethane-related products |
| Performance Products | | Performance amines, ethyleneamines and maleic anhydride |
| Advanced Materials | | Technologically-advanced epoxy, phenoxy, acrylic, polyurethane and acrylonitrile-butadiene-based polymer formulations; high performance thermoset resins, curing agents, toughening agents, and carbon nanomaterials |
Sales between segments are generally recognized at external market prices and are eliminated in consolidation. We use adjusted EBITDA to measure the financial performance of our global business units and for reporting the results of our operating segments. This measure includes all operating items relating to the businesses. The adjusted EBITDA of operating segments excludes items that principally apply to our Company as a whole. The following schedule includes revenues, significant segment expenses and adjusted EBITDA for each of our reportable operating segments (dollars in millions).
Huntsman Corporation
| Three months ended June 30, 2025 | ||||||||||||||||
| Polyurethanes | Performance Products | Advanced Materials | Total | |||||||||||||
| Revenues: | ||||||||||||||||
| Reportable segments’ revenues(1) | $ | $ | $ | $ | ||||||||||||
| Significant segment expenses: | ||||||||||||||||
| Variable direct costs(2) | ||||||||||||||||
| Adjusted fixed costs(3) | ||||||||||||||||
| Other segment items(4) | ( | ) | ( | ) | ( | ) | ||||||||||
| Total reportable segments’ adjusted EBITDA(5) | $ | $ | $ | |||||||||||||
| Reconciliation of total reportable segments’ adjusted EBITDA to loss from continuing operations before income taxes: | ||||||||||||||||
| Interest expense, net—continuing operations | ( | ) | ||||||||||||||
| Depreciation and amortization—continuing operations | ( | ) | ||||||||||||||
| Corporate and other costs, net(6) | ( | ) | ||||||||||||||
| Net income attributable to noncontrolling interests | ||||||||||||||||
| Other adjustments: | ||||||||||||||||
| Certain legal and other settlements and related expenses | ( | ) | ||||||||||||||
| Amortization of pension and postretirement actuarial losses | ( | ) | ||||||||||||||
| Restructuring, impairment and plant closing and transition costs(7) | ( | ) | ||||||||||||||
| Loss from continuing operations before income taxes | ( | ) | ||||||||||||||
| Income tax expense—continuing operations | ( | ) | ||||||||||||||
| Income from discontinued operations, net of tax | ||||||||||||||||
| Net loss | $ | ( | ) | |||||||||||||
| Three months ended June 30, 2024 | ||||||||||||||||
| Polyurethanes | Performance Products | Advanced Materials | Total | |||||||||||||
| Revenues: | ||||||||||||||||
| Reportable segments’ revenues(1) | $ | $ | $ | $ | ||||||||||||
| Significant segment expenses: | ||||||||||||||||
| Variable direct costs(2) | ||||||||||||||||
| Adjusted fixed costs(3) | ||||||||||||||||
| Other segment items(4) | ( | ) | ( | ) | ( | ) | ||||||||||
| Total reportable segments’ adjusted EBITDA(5) | $ | $ | $ | |||||||||||||
| Reconciliation of total reportable segments’ adjusted EBITDA to income from continuing operations before income taxes: | ||||||||||||||||
| Interest expense, net—continuing operations | ( | ) | ||||||||||||||
| Depreciation and amortization—continuing operations | ( | ) | ||||||||||||||
| Corporate and other costs, net(6) | ( | ) | ||||||||||||||
| Net income attributable to noncontrolling interests | ||||||||||||||||
| Other adjustments: | ||||||||||||||||
| Business acquisition and integration expenses and purchase accounting inventory adjustments, net | ( | ) | ||||||||||||||
| Fair value adjustments to Venator investment, net and other tax matter adjustments | ||||||||||||||||
| Certain legal and other settlements and related expenses | ( | ) | ||||||||||||||
| Amortization of pension and postretirement actuarial losses | ( | ) | ||||||||||||||
| Restructuring, impairment and plant closing and transition costs(7) | ( | ) | ||||||||||||||
| Income from continuing operations before income taxes | ||||||||||||||||
| Income tax expense—continuing operations | ( | ) | ||||||||||||||
| Income from discontinued operations, net of tax | ||||||||||||||||
| Net income | $ | |||||||||||||||
| Six months ended June 30, 2025 | ||||||||||||||||
| Polyurethanes | Performance Products | Advanced Materials | Total | |||||||||||||
| Revenues: | ||||||||||||||||
| Reportable segments’ revenues(1) | $ | $ | $ | $ | ||||||||||||
| Significant segment expenses: | ||||||||||||||||
| Variable direct costs(2) | ||||||||||||||||
| Adjusted fixed costs(3) | ||||||||||||||||
| Other segment items(4) | ( | ) | ||||||||||||||
| Total reportable segments’ adjusted EBITDA(5) | $ | $ | $ | |||||||||||||
| Reconciliation of total reportable segments’ adjusted EBITDA to loss from continuing operations before income taxes: | ||||||||||||||||
| Interest expense, net—continuing operations | ( | ) | ||||||||||||||
| Depreciation and amortization—continuing operations | ( | ) | ||||||||||||||
| Corporate and other costs, net(6) | ( | ) | ||||||||||||||
| Net income attributable to noncontrolling interests | ||||||||||||||||
| Other adjustments: | ||||||||||||||||
| Business acquisition and integration gain and purchase accounting inventory adjustments, net | ||||||||||||||||
| Certain legal and other settlements and related income | ||||||||||||||||
| Amortization of pension and postretirement actuarial losses | ( | ) | ||||||||||||||
| Restructuring, impairment and plant closing and transition costs(7) | ( | ) | ||||||||||||||
| Loss from continuing operations before income taxes | ( | ) | ||||||||||||||
| Income tax expense—continuing operations | ( | ) | ||||||||||||||
| Income from discontinued operations, net of tax | ||||||||||||||||
| Net loss | $ | ( | ) | |||||||||||||
| Six months ended June 30, 2024 | ||||||||||||||||
| Polyurethanes | Performance Products | Advanced Materials | Total | |||||||||||||
| Revenues: | ||||||||||||||||
| Reportable segments’ revenues(1) | $ | $ | $ | $ | ||||||||||||
| Significant segment expenses: | ||||||||||||||||
| Variable direct costs(2) | ||||||||||||||||
| Adjusted fixed costs(3) | ||||||||||||||||
| Other segment items(4) | ( | ) | ( | ) | ( | ) | ||||||||||
| Total reportable segments’ adjusted EBITDA(5) | $ | $ | $ | |||||||||||||
| Reconciliation of total reportable segments’ adjusted EBITDA to income from continuing operations before income taxes: | ||||||||||||||||
| Interest expense, net—continuing operations | ( | ) | ||||||||||||||
| Depreciation and amortization—continuing operations | ( | ) | ||||||||||||||
| Corporate and other costs, net(6) | ( | ) | ||||||||||||||
| Net income attributable to noncontrolling interests | ||||||||||||||||
| Other adjustments: | ||||||||||||||||
| Business acquisition and integration expenses and purchase accounting inventory adjustments, net | ( | ) | ||||||||||||||
| Fair value adjustments to Venator investment, net and other tax matter adjustments | ||||||||||||||||
| Certain legal and other settlements and related expenses | ( | ) | ||||||||||||||
| Amortization of pension and postretirement actuarial losses | ( | ) | ||||||||||||||
| Restructuring, impairment and plant closing and transition costs(7) | ( | ) | ||||||||||||||
| Income from continuing operations before income taxes | ||||||||||||||||
| Income tax benefit—continuing operations | ||||||||||||||||
| Income from discontinued operations, net of tax | ||||||||||||||||
| Net income | $ | |||||||||||||||
Huntsman International
| Three months ended June 30, 2025 | ||||||||||||||||
| Polyurethanes | Performance Products | Advanced Materials | Total | |||||||||||||
| Revenues: | ||||||||||||||||
| Reportable segments’ revenues(1) | $ | $ | $ | $ | ||||||||||||
| Significant segment expenses: | ||||||||||||||||
| Variable direct costs(2) | ||||||||||||||||
| Adjusted fixed costs(3) | ||||||||||||||||
| Other segment items(4) | ( | ) | ( | ) | ( | ) | ||||||||||
| Total reportable segments’ adjusted EBITDA(5) | $ | $ | $ | |||||||||||||
| Reconciliation of total reportable segments’ adjusted EBITDA to loss from continuing operations before income taxes: | ||||||||||||||||
| Interest expense, net—continuing operations | ( | ) | ||||||||||||||
| Depreciation and amortization—continuing operations | ( | ) | ||||||||||||||
| Corporate and other costs, net(6) | ( | ) | ||||||||||||||
| Net income attributable to noncontrolling interests | ||||||||||||||||
| Other adjustments: | ||||||||||||||||
| Certain legal and other settlements and related expenses | ( | ) | ||||||||||||||
| Amortization of pension and postretirement actuarial losses | ( | ) | ||||||||||||||
| Restructuring, impairment and plant closing and transition costs(7) | ( | ) | ||||||||||||||
| Loss from continuing operations before income taxes | ( | ) | ||||||||||||||
| Income tax expense—continuing operations | ( | ) | ||||||||||||||
| Income from discontinued operations, net of tax | ||||||||||||||||
| Net loss | $ | ( | ) | |||||||||||||
| Three months ended June 30, 2024 | ||||||||||||||||
| Polyurethanes | Performance Products | Advanced Materials | Total | |||||||||||||
| Revenues: | ||||||||||||||||
| Reportable segments’ revenues(1) | $ | $ | $ | $ | ||||||||||||
| Significant segment expenses: | ||||||||||||||||
| Variable direct costs(2) | ||||||||||||||||
| Adjusted fixed costs(3) | ||||||||||||||||
| Other segment items(4) | ( | ) | ( | ) | ( | ) | ||||||||||
| Total reportable segments’ adjusted EBITDA(5) | $ | $ | $ | |||||||||||||
| Reconciliation of total reportable segments’ adjusted EBITDA to income from continuing operations before income taxes: | ||||||||||||||||
| Interest expense, net—continuing operations | ( | ) | ||||||||||||||
| Depreciation and amortization—continuing operations | ( | ) | ||||||||||||||
| Corporate and other costs, net(6) | ( | ) | ||||||||||||||
| Net income attributable to noncontrolling interests | ||||||||||||||||
| Other adjustments: | ||||||||||||||||
| Business acquisition and integration expenses and purchase accounting inventory adjustments, net | ( | ) | ||||||||||||||
| Fair value adjustments to Venator investment, net and other tax matter adjustments | ||||||||||||||||
| Certain legal and other settlements and related expenses | ( | ) | ||||||||||||||
| Amortization of pension and postretirement actuarial losses | ( | ) | ||||||||||||||
| Restructuring, impairment and plant closing and transition costs(7) | ( | ) | ||||||||||||||
| Income from continuing operations before income taxes | ||||||||||||||||
| Income tax expense—continuing operations | ( | ) | ||||||||||||||
| Income from discontinued operations, net of tax | ||||||||||||||||
| Net income | $ | |||||||||||||||
| Six months ended June 30, 2025 | ||||||||||||||||
| Polyurethanes | Performance Products | Advanced Materials | Total | |||||||||||||
| Revenues: | ||||||||||||||||
| Reportable segments’ revenues(1) | $ | $ | $ | $ | ||||||||||||
| Significant segment expenses: | ||||||||||||||||
| Variable direct costs(2) | ||||||||||||||||
| Adjusted fixed costs(3) | ||||||||||||||||
| Other segment items(4) | ( | ) | ||||||||||||||
| Total reportable segments’ adjusted EBITDA(5) | $ | $ | $ | |||||||||||||
| Reconciliation of total reportable segments’ adjusted EBITDA to loss from continuing operations before income taxes: | ||||||||||||||||
| Interest expense, net—continuing operations | ( | ) | ||||||||||||||
| Depreciation and amortization—continuing operations | ( | ) | ||||||||||||||
| Corporate and other costs, net(6) | ( | ) | ||||||||||||||
| Net income attributable to noncontrolling interests | ||||||||||||||||
| Other adjustments: | ||||||||||||||||
| Business acquisition and integration gain and purchase accounting inventory adjustments, net | ||||||||||||||||
| Certain legal and other settlements and related income | ||||||||||||||||
| Amortization of pension and postretirement actuarial losses | ( | ) | ||||||||||||||
| Restructuring, impairment and plant closing and transition costs(7) | ( | ) | ||||||||||||||
| Loss from continuing operations before income taxes | ( | ) | ||||||||||||||
| Income tax expense—continuing operations | ( | ) | ||||||||||||||
| Income from discontinued operations, net of tax | ||||||||||||||||
| Net loss | $ | ( | ) | |||||||||||||
| Six months ended June 30, 2024 | ||||||||||||||||
| Polyurethanes | Performance Products | Advanced Materials | Total | |||||||||||||
| Revenues: | ||||||||||||||||
| Reportable segments’ revenues(1) | $ | $ | $ | $ | ||||||||||||
| Significant segment expenses: | ||||||||||||||||
| Variable direct costs(2) | ||||||||||||||||
| Adjusted fixed costs(3) | ||||||||||||||||
| Other segment items(4) | ( | ) | ( | ) | ( | ) | ||||||||||
| Total reportable segments’ adjusted EBITDA(5) | $ | $ | $ | |||||||||||||
| Reconciliation of total reportable segments’ adjusted EBITDA to income from continuing operations before income taxes: | ||||||||||||||||
| Interest expense, net—continuing operations | ( | ) | ||||||||||||||
| Depreciation and amortization—continuing operations | ( | ) | ||||||||||||||
| Corporate and other costs, net(6) | ( | ) | ||||||||||||||
| Net income attributable to noncontrolling interests | ||||||||||||||||
| Other adjustments: | ||||||||||||||||
| Business acquisition and integration expenses and purchase accounting inventory adjustments, net | ( | ) | ||||||||||||||
| Fair value adjustments to Venator investment, net and other tax matter adjustments | ||||||||||||||||
| Certain legal and other settlements and related expenses | ( | ) | ||||||||||||||
| Amortization of pension and postretirement actuarial losses | ( | ) | ||||||||||||||
| Restructuring, impairment and plant closing and transition costs(7) | ( | ) | ||||||||||||||
| Income from continuing operations before income taxes | ||||||||||||||||
| Income tax benefit—continuing operations | ||||||||||||||||
| Income from discontinued operations, net of tax | ||||||||||||||||
| Net income | $ | |||||||||||||||
| June 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Total assets: | ||||||||
| Polyurethanes | $ | $ | ||||||
| Performance Products | ||||||||
| Advanced Materials | ||||||||
| Total reportable segments’ total assets | ||||||||
| Corporate and other | ||||||||
| Total | $ | $ | ||||||
| Six months ended | ||||||||
| June 30, | ||||||||
| 2025 | 2024 | |||||||
| Depreciation and amortization: | ||||||||
| Polyurethanes | $ | $ | ||||||
| Performance Products | ||||||||
| Advanced Materials | ||||||||
| Total reportable segments’ depreciation and amortization | ||||||||
| Corporate and other | ||||||||
| Total | $ | $ | ||||||
| Six months ended | ||||||||
| June 30, | ||||||||
| 2025 | 2024 | |||||||
| Capital expenditures: | ||||||||
| Polyurethanes | $ | $ | ||||||
| Performance Products | ||||||||
| Advanced Materials | ||||||||
| Total reportable segments’ capital expenditures | ||||||||
| Corporate and other | ||||||||
| Total | $ | $ | ||||||
| (1) | A reconciliation of total reportable segments’ revenues to total consolidated revenues is provided in “Note 12. Revenue Recognition.” |
| (2) | Variable direct costs primarily include raw materials, utilities and freight-related costs. |
| (3) | Adjusted fixed costs primarily include personnel and maintenance costs at our manufacturing facilities, selling, general and administrative expenses and research and development expenses, less depreciation and amortization and an adjustment to remove the related effects of restructuring, impairment and plant closing and transition costs. |
| (4) | Other segment items include other operating and non-operating income and expense items and foreign currency exchange effects, less adjustments to remove the related effects of primarily the following items: business acquisition and integration gain (expenses) and purchase accounting inventory adjustments, net; certain legal and other settlements and related income (expenses); amortization of pension and postretirement actuarial losses; and restructuring, impairment and plant closing and transition costs. |
| (5) | We use segment adjusted EBITDA as the measure of each segment’s profit or loss. Segment adjusted EBITDA is the measure that our chief operating decision maker (“CODM”), who has been determined to be our Chief Executive Officer, uses to make decisions about resources to be allocated to the segments and assess their financial performance. Our CODM evaluates segment adjusted EBITDA through the annual budget process as well as through ongoing periodic reviews of forecasts, budget-to-actual variances, changes from prior periods and when comparing the results of each reportable operating segment with one another. 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) certain legal and other settlements and related (expenses) income; (b) amortization of pension and postretirement actuarial losses; (c) restructuring, impairment, plant closing and transition costs; (d) income from discontinued operations, net of tax; (e) business acquisition and integration gain (expenses) and purchase accounting inventory adjustments, net; and (f) fair value adjustments to Venator investment, net and other tax matter adjustments. |
| (6) | Corporate and other costs, net includes unallocated corporate overhead, unallocated foreign exchange gains and losses, LIFO inventory valuation reserve adjustments, nonoperating income and expense and gains and losses on the disposition of corporate assets. |
| (7) | Includes costs associated with transition activities relating primarily to our program to realign our cost structure in Europe and our Corporate program to optimize our global approach to managed services in various information technology functions. |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations
As discussed in “Note 4. Discontinued Operations—Sale of Textile Effects Business” to our condensed consolidated financial statements, the results from continuing operations primarily exclude the results of our Textile Effects Business for all periods presented. For each of our Company and Huntsman International, the following tables set forth the condensed consolidated results of operations (dollars in millions, except per share amounts):
Huntsman Corporation
| Three months ended |
Six months ended |
|||||||||||||||||||||||
| June 30, |
Percent |
June 30, |
Percent |
|||||||||||||||||||||
| 2025 |
2024 |
change |
2025 |
2024 |
change |
|||||||||||||||||||
| Revenues |
$ | 1,458 | $ | 1,574 | (7 | )% | $ | 2,868 | $ | 3,044 | (6 | )% | ||||||||||||
| Cost of goods sold |
1,276 | 1,331 | (4 | )% | 2,485 | 2,600 | (4 | )% | ||||||||||||||||
| Gross profit |
182 | 243 | (25 | )% | 383 | 444 | (14 | )% | ||||||||||||||||
| Operating expenses: |
||||||||||||||||||||||||
| Selling, general and administrative |
160 | 176 | (9 | )% | 326 | 352 | (7 | )% | ||||||||||||||||
| Research and development |
33 | 33 | — | 65 | 64 | 2 | % | |||||||||||||||||
| Restructuring, impairment and plant closing costs |
124 | 4 | NM | 125 | 15 | 733 | % | |||||||||||||||||
| Loss (gain) on acquisition of assets, net |
— | 1 | (100 | )% | (5 | ) | (51 | ) | (90 | )% | ||||||||||||||
| Prepaid asset write-off |
— | — | — | — | 71 | (100 | )% | |||||||||||||||||
| Income associated with litigation matter, net |
— | — | — | (33 | ) | — | NM | |||||||||||||||||
| Other operating income, net |
(15 | ) | (5 | ) | 200 | % | (17 | ) | (3 | ) | 467 | % | ||||||||||||
| Total operating expenses |
302 | 209 | 44 | % | 461 | 448 | 3 | % | ||||||||||||||||
| Operating (loss) income |
(120 | ) | 34 | NM | (78 | ) | (4 | ) | NM | |||||||||||||||
| Interest expense, net |
(21 | ) | (20 | ) | 5 | % | (40 | ) | (39 | ) | 3 | % | ||||||||||||
| Equity in (loss) income of investment in unconsolidated affiliates |
(2 | ) | 18 | NM | (1 | ) | 37 | NM | ||||||||||||||||
| Other income, net |
4 | 12 | (67 | )% | 7 | 14 | (50 | )% | ||||||||||||||||
| (Loss) income from continuing operations before income taxes |
(139 | ) | 44 | NM | (112 | ) | 8 | NM | ||||||||||||||||
| Income tax (expense) benefit |
(7 | ) | (13 | ) | (46 | )% | (22 | ) | 7 | NM | ||||||||||||||
| (Loss) income from continuing operations |
(146 | ) | 31 | NM | (134 | ) | 15 | NM | ||||||||||||||||
| Income from discontinued operations, net of tax |
1 | 7 | (86 | )% | — | — | — | |||||||||||||||||
| Net (loss) income |
(145 | ) | 38 | NM | (134 | ) | 15 | NM | ||||||||||||||||
| Reconciliation of net (loss) income to adjusted EBITDA(1): |
||||||||||||||||||||||||
| Net income attributable to noncontrolling interests |
(13 | ) | (16 | ) | (19 | )% | (29 | ) | (30 | ) | — | |||||||||||||
| Interest expense, net from continuing operations |
21 | 20 | 5 | % | 40 | 39 | 3 | % | ||||||||||||||||
| Income tax expense (benefit) from continuing operations |
7 | 13 | (46 | )% | 22 | (7 | ) | NM | ||||||||||||||||
| Income tax expense (benefit) from discontinued operations |
1 | (7 | ) | NM | 1 | (8 | ) | NM | ||||||||||||||||
| Depreciation and amortization from continuing operations |
72 | 75 | (4 | )% | 141 | 144 | (2 | )% | ||||||||||||||||
| Other adjustments: |
||||||||||||||||||||||||
| Business acquisition and integration expenses (gain) and purchase accounting inventory adjustments, net |
— | 1 | (5 | ) | 21 | |||||||||||||||||||
| EBITDA from discontinued operations |
(2 | ) | — | (1 | ) | 8 | ||||||||||||||||||
| Fair value adjustments to Venator investment, net and other tax matter adjustments |
— | (7 | ) | — | (7 | ) | ||||||||||||||||||
| Certain legal and other settlements and related expenses (income) |
1 | 1 | (32 | ) | 2 | |||||||||||||||||||
| Amortization of pension and postretirement actuarial losses |
7 | 8 | 14 | 16 | ||||||||||||||||||||
| Restructuring, impairment and plant closing and transition costs(2) |
125 | 5 | 129 | 19 | ||||||||||||||||||||
| Adjusted EBITDA(1) |
$ | 74 | $ | 131 | (44 | )% | $ | 146 | $ | 212 | (31 | )% | ||||||||||||
| Net cash provided by (used in) operating activities from continuing operations |
$ | 21 | $ | (8 | ) | NM | ||||||||||||||||||
| Net cash used in investing activities |
(32 | ) | (80 | ) | (60 | )% | ||||||||||||||||||
| Net cash provided by (used in) financing activities |
69 | (102 | ) | NM |
||||||||||||||||||||
| Capital expenditures from continuing operations |
(73 | ) | (92 | ) | (21 |
)% | ||||||||||||||||||
| Amounts attributable to Huntsman Corporation: |
||||||||||||||||||||||||
| (Loss) income from continuing operations |
$ | (159 | ) | $ | 15 | $ | (163 | ) | $ | (15 | ) | |||||||||||||
| Income from discontinued operations, net of tax |
1 | 7 | — | — | ||||||||||||||||||||
| Net (loss) income |
$ | (158 | ) | $ | 22 | $ | (163 | ) | $ | (15 | ) | |||||||||||||
Huntsman International
| Three months ended |
Six months ended |
|||||||||||||||||||||||
| June 30, |
Percent |
June 30, |
Percent |
|||||||||||||||||||||
| 2025 |
2024 |
change |
2025 |
2024 |
change |
|||||||||||||||||||
| Revenues |
$ | 1,458 | $ | 1,574 | (7 | )% | $ | 2,868 | $ | 3,044 | (6 | )% | ||||||||||||
| Cost of goods sold |
1,276 | 1,331 | (4 | )% | 2,485 | 2,600 | (4 | )% | ||||||||||||||||
| Gross profit |
182 | 243 | (25 | )% | 383 | 444 | (14 | )% | ||||||||||||||||
| Operating expenses: |
||||||||||||||||||||||||
| Selling, general and administrative |
160 | 176 | (9 | )% | 324 | 350 | (7 | )% | ||||||||||||||||
| Research and development |
33 | 33 | — | 65 | 64 | 2 | % | |||||||||||||||||
| Restructuring, impairment and plant closing costs |
124 | 4 | NM | 125 | 15 | 733 | % | |||||||||||||||||
| Loss (gain) on acquisition of assets, net |
— | 1 | (100 | )% | (5 | ) | (51 | ) | (90 | )% | ||||||||||||||
| Prepaid asset write-off |
— | — | — | — | 71 | (100 | )% | |||||||||||||||||
| Income associated with litigation matter, net |
— | — | — | (33 | ) | — | NM | |||||||||||||||||
| Other operating income, net |
(15 | ) | (5 | ) | 200 | % | (17 | ) | (3 | ) | 467 | % | ||||||||||||
| Total operating expenses |
302 | 209 | 44 | % | 459 | 446 | 3 | % | ||||||||||||||||
| Operating (loss) income |
(120 | ) | 34 | NM | (76 | ) | (2 | ) | NM | |||||||||||||||
| Interest expense, net |
(21 | ) | (20 | ) | 5 | % | (40 | ) | (39 | ) | 3 | % | ||||||||||||
| Equity in (loss) income of investment in unconsolidated affiliates |
(2 | ) | 18 | NM | (1 | ) | 37 | NM | ||||||||||||||||
| Other income, net |
4 | 12 | (67 | )% | 7 | 14 | (50 | )% | ||||||||||||||||
| (Loss) income from continuing operations before income taxes |
(139 | ) | 44 | NM | (110 | ) | 10 | NM | ||||||||||||||||
| Income tax (expense) benefit |
(5 | ) | (13 | ) | (62 | )% | (22 | ) | 7 | NM | ||||||||||||||
| (Loss) income from continuing operations |
(144 | ) | 31 | NM | (132 | ) | 17 | NM | ||||||||||||||||
| Income from discontinued operations, net of tax |
1 | 7 | (86 | )% | — | — | — | |||||||||||||||||
| Net (loss) income |
(143 | ) | 38 | NM | (132 | ) | 17 | NM | ||||||||||||||||
| Reconciliation of net (loss) income to adjusted EBITDA(1): |
||||||||||||||||||||||||
| Net income attributable to noncontrolling interests |
(13 | ) | (16 | ) | (19 | )% | (29 | ) | (30 | ) | — | |||||||||||||
| Interest expense, net from continuing operations |
21 | 20 | 5 | % | 40 | 39 | 3 | % | ||||||||||||||||
| Income tax expense (benefit) from continuing operations |
5 | 13 | (62 | )% | 22 | (7 | ) | NM | ||||||||||||||||
| Income tax expense (benefit) from discontinued operations |
1 | (7 | ) | NM | 1 | (8 | ) | NM | ||||||||||||||||
| Depreciation and amortization from continuing operations |
72 | 75 | (4 | )% | 141 | 144 | (2 | )% | ||||||||||||||||
| Other adjustments: |
||||||||||||||||||||||||
| Business acquisition and integration expenses (gain) and purchase accounting inventory adjustments, net |
— | 1 | (5 | ) | 21 | |||||||||||||||||||
| EBITDA from discontinued operations |
(2 | ) | — | (1 | ) | 8 | ||||||||||||||||||
| Fair value adjustment to Venator investment, net of other tax matter adjustments |
— | (7 | ) | — | (7 | ) | ||||||||||||||||||
| Certain legal and other settlements and related expenses (income) |
1 | 1 | (32 | ) | 2 | |||||||||||||||||||
| Amortization of pension and postretirement actuarial losses |
7 | 8 | 14 | 16 | ||||||||||||||||||||
| Restructuring, impairment and plant closing and transition costs(2) |
125 | 5 | 129 | 19 | ||||||||||||||||||||
| Adjusted EBITDA(1) |
$ | 74 | $ | 131 | (44 | )% | $ | 148 | $ | 214 | (31 | )% | ||||||||||||
| Net cash provided by (used in) operating activities from continuing operations |
$ | 22 | $ | (7 | ) | NM | ||||||||||||||||||
| Net cash used in investing activities |
(37 | ) | (89 | ) | (58 | )% | ||||||||||||||||||
| Net cash provided by (used in) financing activities |
73 | (94 | ) | NM | ||||||||||||||||||||
| Capital expenditures from continuing operations |
(73 | ) | (92 | ) | (21 | )% | ||||||||||||||||||
| Amounts attributable to Huntsman International: |
||||||||||||||||||||||||
| (Loss) income from continuing operations |
$ | (157 | ) | $ | 15 | $ | (161 | ) | $ | (13 | ) | |||||||||||||
| Income from discontinued operations, net of tax |
1 | 7 | — | — | ||||||||||||||||||||
| Net (loss) income |
$ | (156 | ) | $ | 22 | $ | (161 | ) | $ | (13 | ) | |||||||||||||
Huntsman Corporation
| Three months ended |
Three months ended |
|||||||||||||||||||||||
| June 30, 2025 |
June 30, 2024 |
|||||||||||||||||||||||
| Tax and |
Tax and |
|||||||||||||||||||||||
| Gross |
other(3) |
Net |
Gross |
other(3) |
Net |
|||||||||||||||||||
| Reconciliation of net (loss) income to adjusted net (loss) income(1): |
||||||||||||||||||||||||
| Net (loss) income |
$ | (145 | ) | $ | 38 | |||||||||||||||||||
| Net income attributable to noncontrolling interests |
(13 | ) | (16 | ) | ||||||||||||||||||||
| Business acquisition and integration expenses and purchase accounting inventory adjustments, net |
$ | — | $ | — | — | $ | 1 | $ | 1 | 2 | ||||||||||||||
| Income from discontinued operations |
(2 | ) | 1 | (1 | ) | — | (7 | ) | (7 | ) | ||||||||||||||
| Fair value adjustments to Venator investment, net and other tax matter adjustments |
— | — | — | (7 | ) | 2 | (5 | ) | ||||||||||||||||
| Certain legal and other settlements and related expenses |
1 | — | 1 | 1 | (1 | ) | — | |||||||||||||||||
| Amortization of pension and postretirement actuarial losses |
7 | — | 7 | 8 | — | 8 | ||||||||||||||||||
| Release of significant deferred tax asset valuation allowance |
— | (8 | ) | (8 | ) | — | — | — | ||||||||||||||||
| Restructuring, impairment and plant closing and transition costs(2) |
125 | — | 125 | 5 | (1 | ) | 4 | |||||||||||||||||
| Adjusted net (loss) income(1) |
$ | (34 | ) | $ | 24 | |||||||||||||||||||
| Weighted average shares-basic |
172.6 | 172.1 | ||||||||||||||||||||||
| Weighted average shares-diluted |
172.6 | 172.8 | ||||||||||||||||||||||
| Basic net (loss) income attributable to Huntsman Corporation per share: |
||||||||||||||||||||||||
| (Loss) income from continuing operations |
$ | (0.92 | ) | $ | 0.09 | |||||||||||||||||||
| Income from discontinued operations |
— | 0.04 | ||||||||||||||||||||||
| Net (loss) income |
$ | (0.92 | ) | $ | 0.13 | |||||||||||||||||||
| Diluted net (loss) income attributable to Huntsman Corporation per share: |
||||||||||||||||||||||||
| (Loss) income from continuing operations |
$ | (0.92 | ) | $ | 0.09 | |||||||||||||||||||
| Income from discontinued operations |
— | 0.04 | ||||||||||||||||||||||
| Net (loss) income |
$ | (0.92 | ) | $ | 0.13 | |||||||||||||||||||
| Other non-GAAP measures: |
||||||||||||||||||||||||
| Diluted adjusted net (loss) income per share(1) |
$ | (0.20 | ) | $ | 0.14 | |||||||||||||||||||
| Six months |
Six months |
|||||||||||||||||||||||
| ended |
ended |
|||||||||||||||||||||||
| June 30, 2025 |
June 30, 2024 |
|||||||||||||||||||||||
| Tax and |
Tax and |
|||||||||||||||||||||||
| Gross |
other(3) |
Net |
Gross |
other(3) |
Net |
|||||||||||||||||||
| Reconciliation of net (loss) income to adjusted net (loss) income |
||||||||||||||||||||||||
| Net (loss) income |
$ | (134 | ) | $ | 15 | |||||||||||||||||||
| Net income attributable to noncontrolling interests |
(29 | ) | (30 | ) | ||||||||||||||||||||
| Business acquisition and integration (gain) expenses and purchase accounting inventory adjustments, net |
$ | (5 | ) | $ | — | (5 | ) | $ | 21 | $ | (17 | ) | 4 | |||||||||||
| (Income) loss from discontinued operations |
(1 | ) | 1 | — | 8 | (8 | ) | — | ||||||||||||||||
| Fair value adjustments to Venator investment, net and other tax matter adjustments |
— | — | — | (7 | ) | 2 | (5 | ) | ||||||||||||||||
| Certain legal and other settlements and related (income) expenses |
(32 | ) | 7 | (25 | ) | 2 | (1 | ) | 1 | |||||||||||||||
| Amortization of pension and postretirement actuarial losses |
14 | (2 | ) | 12 | 16 | (1 | ) | 15 | ||||||||||||||||
| Establishment of significant deferred tax asset valuation allowances, net |
— | 1 | 1 | — | — | — | ||||||||||||||||||
| Restructuring, impairment and plant closing and transition costs(2) |
129 | (2 | ) | 127 | 19 | (6 | ) | 13 | ||||||||||||||||
| Adjusted net (loss) income(1) |
$ | (53 | ) | $ | 13 | |||||||||||||||||||
| Weighted average shares-basic |
172.5 | 172.0 | ||||||||||||||||||||||
| Weighted average shares-diluted |
172.5 | 172.0 | ||||||||||||||||||||||
| Basic net loss attributable to Huntsman Corporation per share: |
||||||||||||||||||||||||
| Loss from continuing operations |
$ | (0.94 | ) | $ | (0.09 | ) | ||||||||||||||||||
| Income from discontinued operations |
— | — | ||||||||||||||||||||||
| Net loss |
$ | (0.94 | ) | $ | (0.09 | ) | ||||||||||||||||||
| Diluted net loss attributable to Huntsman Corporation per share: |
||||||||||||||||||||||||
| Loss from continuing operations |
$ | (0.94 | ) | $ | (0.09 | ) | ||||||||||||||||||
| Income from discontinued operations |
— | — | ||||||||||||||||||||||
| Net loss |
$ | (0.94 | ) | $ | (0.09 | ) | ||||||||||||||||||
| Other non-GAAP measures: |
||||||||||||||||||||||||
| Diluted adjusted net (loss) income per share(1) |
$ | (0.31 | ) | $ | 0.08 | |||||||||||||||||||
| Net cash provided by (used in) operating activities from continuing operations |
$ | 21 | $ | (8 | ) | |||||||||||||||||||
| Capital expenditures from continuing operations |
(73 | ) | (92 | ) | ||||||||||||||||||||
| Free cash flow from continuing operations(1) |
$ | (52 | ) | $ | (100 | ) | ||||||||||||||||||
| Effective tax rate |
(20 | )% | (88 | )% | ||||||||||||||||||||
| Impact of non-GAAP adjustments, net(4) |
(280 | )% | 115 | % | ||||||||||||||||||||
| Adjusted effective tax rate |
(300 | )% | 27 | % | ||||||||||||||||||||
NM—Not meaningful
| (1) |
See “—Non-GAAP Financial Measures.” |
| (2) |
Includes costs associated with transition activities relating primarily to our program to realign our cost structure in Europe and our Corporate program to optimize our global approach to managed services in various information technology functions. |
| (3) |
The income tax impacts, if any, are computed on the pre-tax adjustments using a with and without approach. |
| (4) |
For details regarding the tax impacts of our non-GAAP adjustments, please see the reconciliation of our net (loss) income to adjusted net (loss) income noted above. |
Non-GAAP Financial Measures
Our condensed consolidated financial statements are prepared in accordance with GAAP, which we supplement with certain non-GAAP financial information. These non-GAAP measures should not be considered in isolation or as a substitute for the related GAAP measures, and other companies may define such measures differently. We encourage investors to review our financial statements and the reconciliation of the non-GAAP financial measures to the most directly comparable GAAP financial measures in their entirety and not to rely on any single financial measure. These non-GAAP measures exclude the impact of certain income and expenses that we do not believe are indicative of our core operating results.
Adjusted EBITDA
Our management uses adjusted EBITDA to assess financial performance. Adjusted EBITDA is defined as net income of Huntsman Corporation 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 (gain) and purchase accounting inventory adjustments, net; (b) EBITDA from discontinued operations; (c) fair value adjustments to Venator investment, net and other tax matter adjustments; (d) certain legal and other settlements and related expenses (income); (e) amortization of pension and postretirement actuarial losses; and (f) restructuring, impairment and plant closing and transition costs. We believe that net income of Huntsman Corporation or Huntsman International, as appropriate, is the performance measure calculated and presented in accordance with U.S. GAAP that is most directly comparable to adjusted EBITDA.
We believe adjusted EBITDA is useful to investors in assessing the businesses’ ongoing financial performance and provides improved comparability between periods through the exclusion of certain items that management believes are not indicative of the businesses’ operational profitability and that may obscure underlying business results and trends. However, this measure should not be considered in isolation or viewed as a substitute for net income of Huntsman Corporation or Huntsman International, as appropriate, or other measures of performance determined in accordance with U.S. GAAP. Moreover, adjusted EBITDA as used herein is not necessarily comparable to other similarly titled measures of other companies due to potential inconsistencies in the methods of calculation. Our management believes this measure is useful to compare general operating performance from period to period and to make certain related management decisions. Adjusted EBITDA is also used by securities analysts, lenders and others in their evaluation of different companies because it excludes certain items that can vary widely across different industries or among companies within the same industry. For example, interest expense can be highly dependent on a company’s capital structure, debt levels and credit ratings. Therefore, the impact of interest expense on earnings can vary significantly among companies. In addition, the tax positions of companies can vary because of their differing abilities to take advantage of tax benefits and because of the tax policies of the various jurisdictions in which they operate. As a result, effective tax rates and tax expense can vary considerably among companies. Finally, companies employ productive assets of different ages and utilize different methods of acquiring and depreciating such assets. This can result in considerable variability in the relative costs of productive assets and the depreciation and amortization expense among companies.
Nevertheless, our management recognizes that there are material limitations associated with the use of adjusted EBITDA in the evaluation of our Company as compared to net income of Huntsman Corporation or Huntsman International, as appropriate, which reflects overall financial performance. For example, we have borrowed money in order to finance our operations and interest expense is a necessary element of our costs and ability to generate revenue. Our management compensates for the limitations of using adjusted EBITDA by using this measure to supplement U.S. GAAP results to provide a more complete understanding of the factors and trends affecting the business rather than U.S. GAAP results alone.
Adjusted Net Income
Adjusted net income is computed by eliminating the after-tax amounts related to the following from net income attributable to Huntsman Corporation: (a) business acquisition and integration expenses (gain) and purchase accounting inventory adjustments, net; (b) loss from discontinued operations; (c) fair value adjustments to Venator investment, net and other tax matter adjustments; (d) certain legal and other settlements and related expenses (income); (e) amortization of pension and postretirement actuarial losses; (f) establishment of significant deferred tax asset valuation allowances; and (g) restructuring, impairment and plant closing and transition costs. Basic adjusted net income per share excludes dilution and is computed by dividing adjusted net income by the weighted average number of shares outstanding during the period. Adjusted diluted net income per share reflects all potential dilutive common shares outstanding during the period and is computed by dividing adjusted net income by the weighted average number of shares outstanding during the period increased by the number of additional shares that would have been outstanding as dilutive securities. Adjusted net income and adjusted net income per share amounts are presented solely as supplemental information.
We believe adjusted net income is useful to investors in assessing the businesses’ ongoing financial performance and provides improved comparability between periods through the exclusion of certain items that management believes are not indicative of the businesses’ operational profitability and that may obscure underlying business results and trends.
Free Cash Flow
We believe free cash flow is an important indicator of our liquidity as it measures the amount of cash we generate. Management internally uses a free cash flow measure: (a) to evaluate our liquidity, (b) evaluate strategic investments, (c) plan stock buyback and dividend levels and (d) evaluate our ability to incur and service debt.
Adjusted Effective Tax Rate
We believe that the effective tax rate of Huntsman Corporation or Huntsman International, as appropriate, is the performance measure calculated and presented in accordance with U.S. GAAP that is most directly comparable to adjusted effective tax rate. We believe our adjusted effective tax rate provides improved comparability between periods through the exclusion of certain items, such as business acquisition and integration expenses and purchase accounting inventory adjustments, certain legal and other settlements and related expenses, gains on sale of businesses/assets and certain tax only items, including tax law changes, that we believe are not indicative of the businesses’ operational profitability and that may obscure underlying business results and trends.
Our forward-looking adjusted effective tax rate is calculated based on our forecast effective tax rate, and the range of our forward-looking adjusted effective tax rate equals the range of our forecast effective tax rate. We disclose forward-looking adjusted effective tax rate because we cannot adequately forecast certain items and events that may or may not impact us in the near future, such as business acquisition and integration expenses and purchase accounting inventory adjustments, certain legal and other settlements and related expenses, gains on sale of businesses/assets and certain tax only items, including the future year effects of tax law changes not yet enacted. Each of such adjustments have not yet occurred, is out of our control and/or cannot be reasonably predicted. In our view, our forward-looking adjusted effective tax rate represents the forecast effective tax rate on our underlying business operations but does not reflect any adjustments related to the items noted above that may occur and can cause our effective tax rate to differ.
Three Months Ended June 30, 2025 Compared with Three Months Ended June 30, 2024
For the three months ended June 30, 2025, loss from continuing operations attributable to Huntsman Corporation was $159 million, a decline of $174 million from income of $15 million in the 2024 period. For the three months ended June 30, 2025, loss from continuing operations attributable to Huntsman International was $157 million, a decline of $172 million from income of $15 million in the 2024 period. The declines noted above were the result of the following items:
| ● |
Revenues for the three months ended June 30, 2025 decreased by $116 million, or 7%, as compared with the 2024 period. The decrease was primarily due to lower average selling prices and lower sales volumes in all our segments. See “—Segment Analysis” below. |
| ● |
Gross profit for the three months ended June 30, 2025 decreased by $61 million, or 25%, as compared with the 2024 period. The decrease resulted from lower gross profits in all of our segments. See “—Segment Analysis” below. |
| ● |
Selling, general and administrative expenses for the three months ended June 30, 2025 decreased by $16 million, or 9%, as compared with the 2024 period primarily related to lower costs resulting from the impact of our restructuring programs as well as the positive impact of translating foreign currency amounts to the U.S. dollar. |
| ● | Restructuring, impairment and plant closing costs for the three months ended June 30, 2025 increased by $120 million as compared with the 2024 period. For more information on restructuring activities, see “Note 8. Restructuring, Impairment and Plant Closing Costs” to our condensed consolidated financial statements. |
| ● | Other operating income, net for the three months ended June 30, 2025 increased by $10 million as compared with the 2024 period primarily related to an adjustment to a loss contingency accrual and the positive impact of major foreign currency exchange rate movements against the U.S. dollar. |
| ● | Equity in (loss) income of investment in unconsolidated affiliates for the three months ended June 30, 2025 decreased to a loss of $2 million from income of $18 million in the 2024 period primarily related to an increase in losses at our PO/MTBE joint venture in China, in which we hold at 49% interest. |
| ● |
Other income, net for the three months ended June 30, 2025 decreased by $8 million, or 67%, as compared with the 2024 period. The decrease was primarily due to income recognized during the second quarter of 2024 for the resolution of certain matters related to the 2017 separation of our titanium dioxide and performance additives business. |
| ● |
Our income tax expense for the three months ended June 30, 2025 was $7 million as compared with $13 million in the 2024 period. The income tax expense of Huntsman International for the three months ended June 30, 2025 was $5 million as compared with $13 million in the 2024 period. The decrease in income tax expense was primarily due to our mix of income and losses in the tax jurisdictions in which we operate, as impacted by the presence of valuation allowances in certain tax jurisdictions. In particular, losses from jurisdictions for which no benefit can be recognized are excluded from the overall computation of the estimated AETR and a separate estimated AETR is computed and applied to the respective loss jurisdictions. This results in recognition of tax expense in jurisdictions with pre-tax income without recognition of a tax benefit from pre-tax losses in jurisdictions with valuation allowances. In addition, during the three months ended June 30, 2025, we recorded an income tax benefit for the discrete release of valuation allowances of approximately $8 million. For further information, see “Note 19. Income Taxes” to our condensed consolidated financial statements. |
Segment Analysis
| Three months ended |
Percent change |
|||||||||||
| June 30, |
(unfavorable) |
|||||||||||
| (Dollars in millions) |
2025 |
2024 |
favorable |
|||||||||
| Revenues |
||||||||||||
| Polyurethanes |
$ | 932 | $ | 1,001 | (7 | )% | ||||||
| Performance Products |
270 | 299 | (10 | )% | ||||||||
| Advanced Materials |
264 | 279 | (5 | )% | ||||||||
| Total reportable segments’ revenues |
1,466 | 1,579 | (7 | )% | ||||||||
| Intersegment eliminations |
(8 | ) | (5 | ) | NM | |||||||
| Total |
$ | 1,458 | $ | 1,574 | (7 | )% | ||||||
| Segment adjusted EBITDA(1) |
||||||||||||
| Polyurethanes |
$ | 31 | $ | 80 | (61 | )% | ||||||
| Performance Products |
32 | 46 | (30 | )% | ||||||||
| Advanced Materials |
45 | 52 | (13 | )% | ||||||||
NM—Not meaningful
| (1) |
For more information regarding reconciliations of segment adjusted EBITDA of our reportable operating segments to (loss) income from continuing operations before income taxes of Huntsman Corporation or Huntsman International, as appropriate, see “Note 21. Operating Segment Information” to our condensed consolidated financial statements. |
| Three months ended June 30, 2025 vs 2024 |
||||||||||||
| Average selling price(1) |
||||||||||||
| Local |
Foreign currency |
Sales |
||||||||||
| currency and mix |
translation impact |
volumes(2) |
||||||||||
| Period-over-period (decrease) increase |
||||||||||||
| Polyurethanes |
(5 | )% | — | (2 | )% | |||||||
| Performance Products |
(1 | )% | — | (9 | )% | |||||||
| Advanced Materials |
(3 | )% | 1 | % | (3 | )% | ||||||
| Combined segments |
(4 | )% | 1 | % | (4 | )% | ||||||
| (1) |
Excludes revenues from tolling arrangements, byproducts and raw materials. |
| (2) |
Excludes sales volumes of byproducts and raw materials. |
Polyurethanes
The decrease in revenues in our Polyurethanes segment for the three months ended June 30, 2025 compared to the same period of 2024 was primarily due to lower average selling prices and lower sales volumes. MDI average selling prices decreased primarily due to less favorable supply and demand dynamics. Sales volumes decreased primarily due to lower demand in construction-related markets and the scheduled turnaround at our Rotterdam, the Netherlands manufacturing facility during the second quarter of 2025. The decrease in segment adjusted EBITDA was primarily due to the impacts of lower average selling prices, lower sales volumes, inventory reductions and lower equity earnings from our minority-owned joint venture in China, partially offset by lower raw materials costs and lower fixed costs.
Performance Products
The decrease in revenues in our Performance Products segment for the three months ended June 30, 2025 compared to the same period of 2024 was primarily due to lower sales volumes. Average selling prices remained relatively flat as a decrease in selling prices was mostly offset by favorable sales mix. Sales volumes decreased primarily due to lower operating rates at our Moers, Germany facility and softer market conditions, partially offset by share gains. The decrease in segment adjusted EBITDA was primarily due to lower sales revenue and an unfavorable impact from inventory reductions, partially offset by lower variable direct costs and lower other fixed costs.
Advanced Materials
The decrease in revenues in our Advanced Materials segment for the three months ended June 30, 2025 compared to the same period of 2024 was primarily due to lower average selling prices and lower sales volumes. Average selling prices decreased primarily due to unfavorable sales mix, partially offset by the positive impact of major foreign currency exchange rate movements against the U.S. dollar. Sales volumes decreased primarily due to reduced demand in our coatings and aerospace markets. The decrease in segment adjusted EBITDA was primarily due to lower average selling prices and lower sales volumes.
Six Months Ended June 30, 2025 Compared with Six Months Ended June 30, 2024
For the six months ended June 30, 2025, loss from continuing operations attributable to Huntsman Corporation was $163 million, a decline of $148 million from $15 million in the 2024 period. For the six months ended June 30, 2025, loss from continuing operations attributable to Huntsman International was $161 million, a decline of $148 million from $13 million in the 2024 period. The declines noted above were the result of the following items:
| ● |
Revenues for the six months ended June 30, 2025 decreased by $176 million, or 6%, as compared with the 2024 period. The decrease was primarily due to lower sales volumes in our Performance Products and Advanced Materials segments and lower average selling prices in our Polyurethanes and Advanced Materials segments. See “—Segment Analysis” below. |
| ● |
Gross profit for the six months ended June 30, 2025 decreased by $61 million, or 14%, as compared with the 2024 period. The decrease resulted from lower gross profits in all of our segments. See “—Segment Analysis” below. |
| ● | Our selling, general and administrative expenses and the selling, general and administrative expenses of Huntsman International for the six months ended June 30, 2025 both decreased by $26 million, or 7%, as compared with the 2024 period, primarily related to lower costs resulting from the impact of our restructuring programs as well as the positive impact of translating foreign currency amounts to the U.S. dollar. |
| ● | Restructuring, impairment and plant closing costs for the six months ended June 30, 2025 increased by $110 million as compared with the 2024 period. For more information on restructuring activities, see “Note 8. Restructuring, Impairment and Plant Closing Costs” to our condensed consolidated financial statements. |
| ● | Gain on acquisition of assets, net was approximately $5 million and $51 million, for six months ended June 30, 2025 and 2024, respectively, representing net gains related to the separation and acquisition of assets of SLIC. For further information, see “Note 3. Business Combinations and Acquisitions—Separation and Acquisition of Assets of SLIC Joint Venture” to our condensed consolidated financial statements. |
| ● | Prepaid asset write-off was approximately $71 million for the six months ended June 30, 2024. Concurrent with the acquisition of assets of SLIC, we wrote off certain prepaid assets related to operating agreements with SLIC and other joint venture partners. For further information, see “Note 3. Business Combinations and Acquisitions—Separation and Acquisition of Assets of SLIC Joint Venture” to our condensed consolidated financial statements. |
| ● | Income associated with litigation matter, net was approximately $33 million for the six months ended June 30, 2025. For further information, see “Note 16. Commitments and Contingencies—Legal Matters” to our condensed consolidated financial statements. |
| ● |
Other operating income, net for the six months ended June 30, 2025 increased by $14 million as compared with the 2024 period primarily related to an adjustment to a loss contingency accrual and the positive impact of major foreign currency exchange rate movements against the U.S. dollar. |
| ● | Equity in (loss) income of investment in unconsolidated affiliates for the six months ended June 30, 2025 decreased to a loss of $1 million from income of $37 million in the 2024 period primarily related to an increase in losses at our PO/MTBE joint venture in China, in which we hold at 49% interest. |
| ● |
Other income, net for the six months ended June 30, 2025 decreased by $7 million, or 50%, as compared with the 2024 period. The decrease was primarily due to income recognized during the second quarter of 2024 for the resolution of certain matters related to the 2017 separation of our titanium dioxide and performance additives business. |
| ● |
Income tax expense for the six months ended June 30, 2025 was $(22) million as compared with income tax benefit of $7 million in the 2024 period. The increase in income tax expense was primarily due to our mix of income and losses in the tax jurisdictions in which we operate, as impacted by the presence of valuation allowances in certain tax jurisdictions. In particular, losses from jurisdictions for which no benefit can be recognized are excluded from the overall computation of the estimated AETR and a separate estimated AETR is computed and applied to the respective loss jurisdictions. This results in recognition of tax expense in jurisdictions with pre-tax income without recognition of a tax benefit from pre-tax losses in jurisdictions with valuation allowances. In addition, during the six months ended June 30, 2025, we recorded a discrete tax expense of $8 million resulting from income associated with the Praxair litigation and discrete establishments of valuation allowances of approximately $13 million, partially offset by a discrete release of a valuation allowance of approximately $8 million in Germany. During the six months ended June 30, 2024, we recorded a discrete tax benefit of $18 million resulting from the write-off of certain prepaid assets related to operating agreements with SLIC and other joint venture partners concurrent with the separation and acquisition of assets of SLIC. For further information, see “Note 19. Income Taxes” to our condensed consolidated financial statements. |
Segment Analysis
| Six months |
Percent |
|||||||||||
| ended |
change |
|||||||||||
| June 30, |
(unfavorable) |
|||||||||||
| (Dollars in millions) |
2025 |
2024 |
favorable |
|||||||||
| Revenues |
||||||||||||
| Polyurethanes |
$ | 1,844 | $ | 1,927 | (4 | )% | ||||||
| Performance Products |
527 | 590 | (11 | )% | ||||||||
| Advanced Materials |
513 | 540 | (5 | )% | ||||||||
| Total reportable segments’ revenue |
2,884 | 3,057 | (6 | )% | ||||||||
| Intersegment eliminations |
(16 | ) | (13 | ) | NM | |||||||
| Total |
$ | 2,868 | $ | 3,044 | (6 | )% | ||||||
| Segment adjusted EBITDA(1) |
||||||||||||
| Polyurethanes |
$ | 73 | $ | 119 | (39 | )% | ||||||
| Performance Products |
62 | 88 | (30 | )% | ||||||||
| Advanced Materials |
81 | 95 | (15 | )% | ||||||||
NM—Not meaningful
| (1) |
For more information regarding reconciliations of segment adjusted EBITDA of our reportable operating segments to (loss) income from continuing operations before income taxes of Huntsman Corporation or Huntsman International, as appropriate, see “Note 21. Operating Segment Information” to our condensed consolidated financial statements. |
| Six months ended June 30, 2025 vs June 30, 2024 |
||||||||||||
| Average selling price(1) |
||||||||||||
| Local |
Foreign currency |
Sales |
||||||||||
| currency and mix |
translation impact |
volumes(2) |
||||||||||
| Period-over-period (decrease) increase |
||||||||||||
| Polyurethanes |
(4 | )% | — | — | ||||||||
| Performance Products |
2 | % | (1 | )% | (12 | )% | ||||||
| Advanced Materials |
(3 | )% | (1 | )% | (1 | )% | ||||||
| Combined segments |
(3 | )% | (1 | )% | (2 | )% | ||||||
| (1) |
Excludes revenues from tolling arrangements, byproducts and raw materials. |
| (2) |
Excludes sales volumes of byproducts and raw materials. |
Polyurethanes
The decrease in revenues in our Polyurethanes segment for the six months ended June 30, 2025 compared to the same period of 2024 was primarily due to lower average selling prices. MDI average selling prices decreased primarily due to less favorable supply and demand dynamics. Sales volumes remained relatively stable as the segment experienced an increase in volumes due to some improved demand and share gains in certain markets, offset by a decrease in volumes due to the scheduled turnaround at our Rotterdam, the Netherlands manufacturing facility during the second quarter of 2025. The decrease in segment adjusted EBITDA was primarily due to lower average selling prices and lower equity earnings from our minority-owned joint venture in China, partially offset by lower raw materials costs and lower fixed costs.
Performance Products
The decrease in revenues in our Performance Products segment for the six months ended June 30, 2025 compared to the same period of 2024 was primarily due to lower sales volumes. Average selling prices remained relatively flat as favorable sales mix was mostly offset by a decrease in selling prices. Sales volumes decreased primarily due to lower operating rates at our Moers, Germany facility and softer market conditions. The decrease in segment adjusted EBITDA was primarily due to lower sales revenue and an unfavorable impact from inventory reductions, partially offset by lower variable direct costs.
Advanced Materials
The decrease in revenues in our Advanced Materials segment for the six months ended June 30, 2025 compared to the same period of 2024 was primarily due to lower average selling prices. Average selling prices decreased primarily due to unfavorable sales mix. Sales volumes remained relatively stable. The decrease in segment adjusted EBITDA was primarily due to lower average selling prices.
Liquidity and Capital Resources
The following is a discussion of our liquidity and capital resources and generally does not include separate information with respect to Huntsman International in accordance with General Instructions H(1)(a) and (b) of Form 10-Q.
Cash Flows for the Six Months Ended June 30, 2025 Compared with the Six Months Ended June 30, 2024
Net cash provided by (used in) operating activities from continuing operations for the six months ended June 30, 2025 and 2024 was $21 million and $(8) million, respectively. The increase in net cash provided by operating activities from continuing operations was primarily attributable to a net cash inflow of $103 million related to changes in operating assets and liabilities for the six months ended June 30, 2025 as compared with the same period of 2024, partially offset by an increase of $74 million in operating loss from continuing operations adjusted for noncash activities as noted in our condensed consolidated statements of cash flows.
Net cash used in investing activities for the six months ended June 30, 2025 and 2024 was $32 million and $80 million, respectively. During the six months ended June 30, 2025 and 2024, we paid $73 million and $92 million for capital expenditures, respectively. During the six months ended June 30, 2025, we received a $41 million final liquidating distribution from SLIC. See “Note 3. Business Combinations and Acquisitions—Separation and Acquisition of Assets of SLIC Joint Venture” to our condensed consolidated financial statements. During the six months ended June 30, 2024, we received $12 million for the sale of businesses, net related to the resolution of net working capital from the sale of our Textile Effects Business. See “Note 4. Discontinued Operations—Sale of Textile Effects Business” to our condensed consolidated financial statements.
Net cash provided by (used in) financing activities for the six months ended June 30, 2025 and 2024 was $69 million and $(102) million, respectively. During the six months ended June 30, 2025 and 2024, we had net borrowings from our 2022 Revolving Credit Facility and our A/R Programs of $481 million and $252 million, respectively. During the six months ended June 30, 2025, we paid approximately $315 million to satisfy and discharge our obligations under our 2025 Senior Notes. See “Note 9. Debt—Direct and Subsidiary Debt—Senior Notes” to our condensed consolidated financial statements. During the six months ended June 30, 2024, HPS paid approximately $218 million against the note payable with SLIC for the acquisition of assets. See “Note 3. Business Combinations and Acquisitions—Separation and Acquisition of Assets of SLIC Joint Venture” to our condensed consolidated financial statements.
Free cash flow from continuing operations for the six months ended June 30, 2025 and 2024 was a use of cash of $52 million and $100 million, respectively. The improvement in free cash flow from continuing operations was primarily attributable to an increase in cash provided by operating activities from continuing operations as well as a decrease in cash used for capital expenditures during the six months ended June 30, 2025 as compared with the same period of 2024.
Changes in Financial Condition
The following information summarizes our working capital (dollars in millions):
| June 30, |
December 31, |
Increase |
Percent |
|||||||||||||
| 2025 |
2024 |
(decrease) |
change |
|||||||||||||
| Cash and cash equivalents |
$ | 399 | $ | 340 | $ | 59 | 17 | % | ||||||||
| Accounts and notes receivable, net |
813 | 725 | 88 | 12 | % | |||||||||||
| Inventories |
896 | 917 | (21 | ) | (2 | )% | ||||||||||
| Prepaid expenses |
69 | 114 | (45 | ) | (39 | )% | ||||||||||
| Other current assets |
31 | 29 | 2 | 7 | % | |||||||||||
| Total current assets |
2,208 | 2,125 | 83 | 4 | % | |||||||||||
| Accounts payable |
694 | 770 | (76 | ) | (10 | )% | ||||||||||
| Accrued liabilities |
421 | 416 | 5 | 1 | % | |||||||||||
| Current portion of debt |
372 | 325 | 47 | 14 | % | |||||||||||
| Current operating lease liabilities |
57 | 54 | 3 | 6 | % | |||||||||||
| Total current liabilities |
1,544 | 1,565 | (21 | ) | (1 | )% | ||||||||||
| Working capital |
$ | 664 | $ | 560 | $ | 104 | 19 | % | ||||||||
Our working capital increased by $104 million as a result of the net impact of the following significant changes:
| ● |
The increase in cash and cash equivalents of $59 million resulted from the matters identified on our condensed consolidated statements of cash flows. See also “—Cash Flows for the Six Months Ended June 30, 2025 Compared with the Six Months Ended June 30, 2024.” |
| ● | Accounts and notes receivable, net increased by $88 million primarily due to higher revenues in June of 2025 compared to December of 2024. |
| ● | Inventories decreased by $21 million primarily due to lower inventory costs and volumes. |
| ● | Prepaid expenses decreased by $45 million primarily due to the amortization of prepaid insurance. |
| ● | Accounts payable decreased by $76 million primarily due to lower inventory purchases and a decrease in payables related to insurance premiums, partially offset by extended vendor payment terms under our supplier finance program. |
| ● | Accrued liabilities increased by $5 million primarily due to increases in accrued restructuring and taxes other than income, partially offset by a decrease in accrued income taxes. |
| ● | Current portion of debt increased by $47 million primarily due to an increase in our borrowings under our 2022 Revolving Credit Facility and our A/R Programs, partially offset by the satisfaction and discharge of our obligations under our 2025 Senior Notes during the first quarter of 2025. |
Liquidity
We depend upon our cash, our 2022 Revolving Credit Facility, our A/R Programs and other debt instruments to provide liquidity for our operations and working capital needs. As of June 30, 2025, we had $1,287 million of combined cash and unused borrowing capacity, consisting of $399 million in cash, $836 million in availability under our 2022 Revolving Credit Facility and $52 million in availability under our A/R Programs. Our liquidity can be significantly impacted by various factors. The following matters are expected to have a significant impact on our liquidity:
Short-Term Liquidity
| ● | During 2025, we expect to spend between approximately $180 million to $190 million on capital expenditures. Our future expenditures include certain environmental, health and safety upgrades; expansions and upgrades of our existing manufacturing and other facilities; construction of new facilities; certain cost reduction projects, including those described below; and certain information technology expenditures. We expect to fund capital expenditures with cash provided by operations. |
| ● |
During the remainder of 2025, we expect to make additional contributions to our pension and other postretirement benefit plans of approximately $19 million. |
| ● | As of June 30, 2025, we have approximately $547 million remaining under the authorization of our existing share repurchase program. The Second Amendment to our 2022 Revolving Credit Facility limits Huntsman International’s ability to make restricted payments to Huntsman Corporation for the purpose of repurchasing shares while the Second Amendment is in effect. |
As of June 30, 2025, we had $372 million classified as current portion of debt, including $361 million outstanding under our 2022 Revolving Credit Facility, debt at our variable interest entities of $9 million and certain other short-term facilities and scheduled amortization payments totaling $2 million. We intend to renew, repay or extend the majority of these short-term facilities in the next twelve months.
As of June 30, 2025, we had approximately $391 million of cash and cash equivalents held by our foreign subsidiaries, including our variable interest entities. With the exception of certain amounts that we expect to repatriate in the foreseeable future, we intend to use cash held in our foreign subsidiaries to fund our local operations. Nevertheless, we could repatriate additional cash as dividends, and the repatriation of cash as a dividend would generally not be subject to U.S. taxation. However, such repatriation may potentially be subject to limited foreign withholding taxes.
For more information regarding our debt, see “Note 9. Debt” to our condensed consolidated financial statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to market risks, such as changes in interest rates, foreign exchange rates and commodity prices. From time to time, we enter into transactions, including transactions involving derivative instruments, to manage certain of these exposures. We also hedge our net investment in certain European operations. See “Note 10. Derivative Instruments and Hedging Activities” to our condensed consolidated financial statements.
ITEM 4. CONTROLS AND PROCEDURES
Our management, with the participation of our chief executive officer and chief financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, 2025. Based on this evaluation, our chief executive officer and chief financial officer have concluded that, as of June 30, 2025, our disclosure controls and procedures were effective, in that they ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is (1) recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms and (2) accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.
No changes to our internal control over financial reporting occurred during the quarter ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). However, we can only give reasonable assurance that our internal controls over financial reporting will prevent or detect material misstatements on a timely basis.
There have been no material developments with respect to the legal proceedings referenced in Part I, Item 3 of our Annual Report on Form 10-K for the year ended December 31, 2024.
For information regarding risk factors, see “Part I. Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The following table provides information with respect to shares of our common stock that we repurchased as part of our share repurchase program and shares of restricted stock granted under our stock incentive plans that we withheld upon vesting to satisfy our tax withholding obligations during the three months ended June 30, 2025.
| Total number of |
Approximate dollar |
|||||||||||||||
| shares purchased |
value of shares that |
|||||||||||||||
| Total number |
Average |
as part of publicly |
may yet be purchased |
|||||||||||||
| of shares |
price paid |
announced plans |
under the plans or |
|||||||||||||
| purchased |
per share(1) |
or programs(2) |
programs(2) |
|||||||||||||
| April 1 - April 30 |
439 | $ | 14.11 | — | $ | 547,000,000 | ||||||||||
| May 1 - May 31 |
— | — | — | 547,000,000 | ||||||||||||
| June 1 - June 30 |
— | — | — | 547,000,000 | ||||||||||||
| Total |
439 | 14.11 | — | |||||||||||||
| (1) | Represents net purchase price per share, exclusive of any fees or commissions. |
| (2) |
On October 26, 2021, our Board of Directors approved a new share repurchase program of $1 billion. On March 25, 2022, our Board of Directors increased the authorization of our share repurchase program from $1 billion to $2 billion. The share repurchase program is supported by our free cash flow generation. Repurchases may be made in the open market, including through accelerated share repurchase programs, or in privately negotiated transactions. Shares of common stock acquired through the repurchase program are held in treasury at cost. The Second Amendment to our 2022 Revolving Credit Facility limits Huntsman International’s ability to make restricted payments to Huntsman Corporation for the purpose of repurchasing shares while the Second Amendment is in effect. During the three months ended June 30, 2025, we did not repurchase any shares of our common stock under this program. |
EXHIBIT INDEX
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Incorporated by reference |
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| Exhibit number |
|
Exhibit description |
Form |
Exhibit |
Filing date |
|||
| 4.1 | Form of Restricted Stock Agreement | S-8 | 4.4 | May 2, 2025 | ||||
| 4.2 | Form of Restricted Stock Unit Agreement (3-year) | S-8 | 4.5 | May 2, 2025 | ||||
| 4.3 | Form of Phantom Share Agreement | S-8 | 4.6 | May 2, 2025 | ||||
| 4.4 | Form of Performance Share of Performance Share Unit Agreement (3-year) | S-8 | 4.7 | May 2, 2025 | ||||
| 4.5 | Form of Common Stock Award of Common Stock Award Agreement | S-8 | 4.8 | May 2, 2025 | ||||
| 4.6 | Form of Stock Unit Award Agreement | S-8 | 4.9 | May 2, 2025 | ||||
| 10.1 | Huntsman Corporation 2025 Stock Incentive Plan | 8-K | 10.1 | May 2, 2025 | ||||
| 10.2 | Second Amendment to the Credit Agreement, dated as of May 23, 2025, by and among Huntsman International LLC, Citibank, N.A., as Administrative Agent, and the Lenders party thereto | 8-K | 10.1 | May 27, 2025 | ||||
| 31.1 |
* |
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
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| 31.2 |
* |
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
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| 32.1 |
* | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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| 32.2 |
* | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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| 101.INS |
* |
Inline XBRL Instance Document - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
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| 101.SCH |
* |
Inline XBRL Taxonomy Extension Schema |
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| 101.CAL |
* |
Inline XBRL Taxonomy Extension Calculation Linkbase |
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| 101.LAB |
* |
Inline XBRL Taxonomy Extension Label Linkbase |
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| 101.PRE |
* |
Inline XBRL Taxonomy Extension Presentation Linkbase |
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| 101.DEF |
* |
Inline XBRL Taxonomy Extension Definition Linkbase |
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| 104 |
The cover page from this Quarterly Report on Form 10-Q, formatted in Inline XBRL and contained in Exhibit 101 |
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| * | Filed herewith |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.
| Dated: August 1, 2025 |
HUNTSMAN CORPORATION |
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HUNTSMAN INTERNATIONAL LLC |
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By: |
/s/ PHILIP M. LISTER |
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Philip M. Lister |
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Executive Vice President and Chief Financial Officer |
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and Manager (Principal Financial Officer) |
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By: |
/s/ STEVEN C. JORGENSEN |
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Steven C. Jorgensen |
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Vice President and Controller (Authorized Signatory and |
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Principal Accounting Officer) |