Overview





We operate in four segments: Polyurethanes, Performance Products, Advanced
Materials and Textile Effects. Our products comprise a broad range of chemicals
and formulations, which we market globally to a diversified group of consumer
and industrial customers. Our products are used in a wide range of applications,
including those in the adhesives, aerospace, automotive, construction products,
durable and non-durable consumer products, electronics, insulation, medical,
packaging, coatings and construction, power generation, refining, synthetic
fiber, textile chemicals and dyes industries. We are a leading global producer
in many of our key product lines, including MDI, amines, maleic anhydride,
epoxy-based polymer formulations, textile chemicals and dyes. Our revenues from
continuing operations for the three months ended March 31, 2021 and 2020 were
$1,837 million and $1,593 million, respectively.



Recent Developments



Dividend Increase


On April 28, 2021, our Board of Directors declared a $0.1875 per share cash dividend on our common stock. This represents a 15% increase from the previous dividend.

Acquisition of Gabriel Performance Products





On January 15, 2021, we completed the Gabriel Acquisition in an all-cash
transaction of approximately $249 million, subject to customary closing
adjustments, funded from available liquidity. The acquired business is being
integrated into our Advanced Materials segment. See "Note 3. Business
Combinations and Acquisitions-Acquisition of Gabriel Performance Products" to
our condensed consolidated financial statements.



Redemption of the 2021 Senior Notes





On January 15, 2021, we redeemed in full €445 million (approximately
$541 million) in aggregate principal amount of our 2021 Senior Notes at the
redemption price equal to 100% of the principal amount of the notes, plus
accrued and unpaid interest to, but not including, the redemption date. In
connection with this redemption, we incurred an incremental cash tax liability
of approximately $15 million in the first quarter of 2021 related to foreign
currency exchange gains. See "Note 8. Debt-Senior Notes" to our condensed
consolidated financial statements.





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Outlook


We expect the following factors to impact our operating segments:





Polyurethanes:


? Second quarter 2021 adjusted EBITDA estimated to be around 5% above first


    quarter 2021, including turnaround-related headwinds


  ? Positive trends in construction and elastomer markets

? Component MDI and polymeric systems margins in China estimated to be lower


    than first quarter 2021


  ? Rotterdam turnaround estimated to impact adjusted EBITDA by
    approximately $25 million




Performance Products:



? Second quarter 2021 adjusted EBITDA estimated to be up approximately 10% over


    first quarter 2021


  ? Volume growth across core markets


  ? Price increases to offset raw material inflation




Advanced Materials:



? Second quarter 2021 adjusted EBITDA estimated to be up approximately 10% over


    first quarter 2021


  ? Improving trends across all markets, including aerospace

? Acquisitions additive to prior year adjusted EBITDA with synergy capture on


    track




Textile Effects


? Second quarter 2021 adjusted EBITDA estimated to be up approximately 25% over

first quarter 2021

? Continued recovery in core markets as well as favorable trends in sustainable


    solutions






In the first quarter of 2021, our adjusted effective tax rate was 23%. For 2021,
our adjusted effective tax rate is expected to be approximately 22% to 24%. We
expect our forward adjusted effective tax rate will be approximately 22% to 24%.
For further information, see "-Non-GAAP Financial Measures" and "Note 18. Income
Taxes" to our condensed consolidated financial statements.



Refer to "Forward-Looking Statements" for a discussion of our use of forward-looking statements in this Form 10-Q.


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Results of Operations



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
                                                            March 31,              Percent
                                                       2021           2020         Change
Revenues                                            $    1,837     $    1,593            15 %
Cost of goods sold                                       1,445          1,296            11 %
Gross profit                                               392            297            32 %
Operating expenses                                         242            240             1 %
Restructuring, impairment and plant closing costs           24              3           700 %
Operating income                                           126             54           133 %
Interest expense, net                                      (19 )          (18 )           6 %
Equity in income of investment in unconsolidated
affiliates                                                  38              2            NM
Fair value adjustments to Venator investment               (19 )         (110 )         (83 )%
Other income, net                                            7             10           (30 )%
Income (loss) from continuing operations before
income taxes                                               133            (62 )          NM
Income tax expense                                         (34 )           (7 )         386 %
Income (loss) from continuing operations                    99            (69 )          NM
Income from discontinued operations, net of tax              1            777          (100 )%
Net income                                                 100            708           (86 )%
Reconciliation of net income to adjusted EBITDA:
Net income attributable to noncontrolling
interests                                                  (17 )           (3 )         467 %
Interest expense, net from continuing operations            19             18             6 %
Income tax expense from continuing operations               34              7           386 %
Income tax expense from discontinued operations              -            238            NM
Depreciation and amortization of continuing
operations                                                  74             67            10 %
Other adjustments:
Business acquisition and integration expenses and
purchase accounting inventory adjustments                    9             

13


EBITDA from discontinued operations(1)                      (1 )       (1,015 )
Fair value adjustments to Venator investment                19            

110


Certain legal and other settlements and related
expenses                                                     2              2
Gain on sale of businesses/assets                            -             (2 )
Income from transition services arrangements                (1 )            -
Certain nonrecurring information technology
project implementation costs                                 1              1
Amortization of pension and postretirement
actuarial losses                                            22             

18


Plant incident remediation costs                             4              -
Restructuring, impairment and plant closing and
transition costs                                            24              3
Adjusted EBITDA(2)                                  $      289     $      165            75 %

Net cash used in operating activities from
continuing operations                               $      (16 )   $      (40 )         (60 )%
Net cash (used in) provided by investing
activities                                                (323 )        1,511            NM
Net cash used in financing activities                     (579 )         (354 )          64 %
Capital expenditures                                       (98 )          (61 )          61 %




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Huntsman International



                                                          Three months
                                                              ended
                                                            March 31,              Percent
                                                       2021           2020         Change
Revenues                                            $    1,837     $    1,593            15 %
Cost of goods sold                                       1,445          1,296            11 %
Gross profit                                               392            297            32 %
Operating expenses                                         239            238             -
Restructuring, impairment and plant closing costs           24              3           700 %
Operating income                                           129             56           130 %
Interest expense, net                                      (19 )          (20 )          (5 )%
Equity in income of investment in unconsolidated
affiliates                                                  38              2            NM
Fair value adjustments to Venator investment               (19 )         (110 )         (83 )%
Other income, net                                            7              9           (22 )%
Income (loss) from continuing operations before
income taxes                                               136            (63 )          NM
Income tax expense                                         (35 )           (7 )         400 %
Income (loss) from continuing operations                   101            (70 )          NM
Income from discontinued operations, net of tax              1            777          (100 )%
Net income                                                 102            707           (86 )%
Reconciliation of net income to adjusted EBITDA:
Net income attributable to noncontrolling
interests                                                  (17 )           (3 )         467 %
Interest expense, net from continuing operations            19             20            (5 )%
Income tax expense from continuing operations               35              7           400 %
Income tax expense from discontinued operations              -            238            NM
Depreciation and amortization of continuing
operations                                                  73             67             9 %
Other adjustments:
Business acquisition and integration expenses and
purchase accounting inventory adjustments                    9             

13


EBITDA from discontinued operations(1)                      (1 )       (1,015 )
Fair value adjustments to Venator investment                19            

110


Certain legal and other settlements and related
expenses                                                     2              2
Gain on sale of businesses/assets                            -             (2 )
Income from transition services arrangements                (1 )            -
Certain nonrecurring information technology
project implementation costs                                 1              1
Amortization of pension and postretirement
actuarial losses                                            23             

18


Plant incident remediation costs                             4              -
Restructuring, impairment and plant closing and
transition costs                                            24              3
Adjusted EBITDA(2)                                  $      292     $      166            76 %

Net cash used in operating activities from
continuing operations                               $      (17 )   $      (42 )         (60 )%
Net cash (used in) provided by investing
activities                                                (330 )        1,790            NM
Net cash used in financing activities                     (575 )         (631 )          (9 )%
Capital expenditures from continuing operations            (98 )          (61 )          61 %




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Huntsman Corporation



                                                      Three months                           Three months
                                                         ended                                  ended
                                                     March 31, 2021                         March 31, 2020
                                                        Tax and                                 Tax and
                                            Gross       other(3)        Net        Gross       other(3)        Net
Reconciliation of net income to adjusted
net income
Net income                                                            $   100                                $   708
Net income attributable to
noncontrolling interests                                                  (17 )                                   (3 )
Business acquisition and integration
expenses and purchase accounting
inventory adjustments                      $     9     $       (2 )         7     $     13     $      (3 )        10
Income from discontinued
operations(1)(4)                                (1 )            -          (1 )     (1,015 )         238        (777 )
Fair value adjustments to Venator
investment                                      19              -          19          110             -         110
Certain legal and other settlements and
related expenses                                 2             (1 )         1            2             -           2
Gain on sale of businesses/assets                -              -           -           (2 )           -          (2 )
Income from transition services
arrangements                                    (1 )            -          (1 )          -             -           -
Certain nonrecurring information
technology project implementation costs          1              -           1            1             -           1
Amortization of pension and
postretirement actuarial losses                 22             (5 )        17           18            (4 )        14
Plant incident remediation costs                 4             (1 )         3            -             -           -
Restructuring, impairment and plant
closing and transition costs                    24             (6 )        18            3            (1 )         2
Adjusted net income(2)                                                $   147                                $    65

Weighted average shares-basic                                           220.4                                  223.2
Weighted average shares-diluted                                         222.6                                  223.2

Basic net income attributable to
Huntsman Corporation per share:
Income (loss) from continuing operations                              $  0.38                                $ (0.32 )
Income from discontinued operations                                         -                                   3.48
Net income                                                            $  0.38                                $  3.16

Diluted net income attributable to
Huntsman Corporation per share:
Income (loss) from continuing operations                              $  0.37                                $ (0.32 )
Income from discontinued operations                                         -                                   3.48
Net income                                                            $  0.37                                $  3.16

Other non-GAAP measures:
Diluted adjusted net income per share(2)                              $  0.66                                $  0.29

Net cash provided by operating
activities from continuing operations                                 $   (16 )                              $   (40 )
Capital expenditures from continuing
operations                                                                (98 )                                  (61 )
Free cash flow from continuing
operations(2)                                                         $  (114 )                              $  (101 )

Other cash flow measure:
Taxes paid on sale of businesses(5)                                   $     -                                $    (2 )

--------------------------------------------------------------------------------

NM-Not meaningful

(1) Includes the gain on the sale of our Chemical Intermediates Businesses in


    2020.



(2) See "-Non-GAAP Financial Measures."

(3) The income tax impacts, if any, of each adjusting item represent a ratable

allocation of the total difference between the unadjusted tax expense and the

total adjusted tax expense, computed without consideration of any adjusting


    items using a with and without approach.



(4) In addition to income tax impacts, this adjusting item is also impacted by


    depreciation and amortization expense and interest expense.



(5) Represents the taxes paid in connection with the sale of the Chemical

Intermediates Businesses. For more information, see "Note 4. Discontinued


    Operations and Business Dispositions-Sale of Chemical Intermediates
    Businesses" to our condensed consolidated financial statements.






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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
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 and purchase accounting inventory
adjustments; (b) EBITDA from discontinued operations; (c) fair value adjustments
to Venator investment; (d) certain legal and other settlements and related
expenses; (e) gain on sale of businesses/assets; (f) income from transition
services arrangements related to the sale of our Chemical Intermediates
Businesses to Indorama; (g) certain nonrecurring information technology project
implementation costs; (h) amortization of pension and postretirement actuarial
losses; (i) plant incident remediation costs; and (j) restructuring, impairment
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.



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Adjusted Net Income



Adjusted net income is computed by eliminating the after-tax amounts related to
the following from net (loss) income attributable to Huntsman Corporation: (a)
business acquisition and integration expenses and purchase accounting inventory
adjustments; (b) income from discontinued operations; (c) fair value adjustments
to Venator investment; (d) certain legal and other settlements and related
expenses; (e) gain on sale of businesses/assets; (f) income from transition
services arrangements related to the sale of our Chemical Intermediates
Businesses to Indorama; (g) certain nonrecurring information technology project
implementation costs; (h) amortization of pension and postretirement actuarial
losses; (i) plant incident remediation costs; and (j) restructuring, impairment
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. Starting with the quarter ended March 31, 2020, we updated our
definition of free cash flow to a presentation more consistent with today's
market standard of net cash provided by operating activities less capital
expenditures. Free cash flow is not a defined term under U.S. GAAP, and it
should not be inferred that the entire free cash flow amount is available for
discretionary expenditures.



Adjusted Effective Tax Rate





We believe that the effective tax rate of Huntsman Corporation 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
that management believes are not indicative of the businesses' operational
profitability and that may obscure underlying business results and trends. We do
not provide reconciliations for adjusted effective tax rate on a forward-looking
basis because we are unable to provide a meaningful or accurate calculation or
estimation of reconciling items and the information is not available without
unreasonable effort. This is due to the inherent difficulty of forecasting the
timing and amount of certain items, such as business acquisition and integration
expenses, merger costs, certain legal and other settlements and related costs,
gains on sale of business/assets and amortization of pension and postretirement
actuarial losses. Each of such adjustments has not yet occurred, is out of our
control and/or cannot be reasonably predicted. For the same reasons, we are
unable to address the probable significance of the unavailable information.



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Three Months Ended March 31, 2021 Compared with Three Months Ended March 31, 2020





As discussed in "Note 4. Discontinued Operations and Business Dispositions-Sale
of Chemical Intermediates Businesses" to our condensed consolidated financial
statements, the results from continuing operations exclude the results of our
Chemical Intermediates and Businesses and the results of our former polymers,
base chemicals and Australian styrenics business for all periods presented. The
increase of $154 million in net income attributable to Huntsman Corporation and
the increase of $157 in net income attributable to Huntsman International from
continuing operations, respectively, was the result of the following items:



? Revenues for the three months ended March 31, 2021 increased by $244 million,

or 15%, as compared with the 2020 period. The increase was primarily due to

higher sales volumes in all our segments, except for our Performance Products


    segment, and higher average selling prices in our Polyurethanes and
    Performance Products segments. See "-Segment Analysis" below.




  ? Gross profit for the three months ended March 31, 2021 increased

by $95 million, or 32%, compared to the 2020 period. The increase resulted

from higher gross profits in all our segments. See "-Segment Analysis" below.

? Restructuring, impairment and plant closing costs for the three months ended

March 31, 2021 increased to $24 million from $3 million in the 2020 period.


    For more information concerning restructuring activities, see "Note 7.
    Restructuring, Impairment and Plant Closing Costs" to our condensed
    consolidated financial statements.



? Equity in income of investment in unconsolidated affiliates for the three

months ended March 31, 2021 increased to $38 million from $2 million in the

2020 period, primarily related to an increase in income at our PO/MTBE joint


    venture in China, of which we hold a 49% interest.




  ? For the three months ended March 31, 2021, we recorded a net loss

of $19 million in fair value adjustments to our investment in Venator and

related option to sell our remaining Venator shares compared to a loss

of $110 million in the 2020 period. See "Note 4. Business Dispositions-Sale of


    Venator Interest" to our condensed consolidated financial statements.



? Our income tax expense for the three months ended March 31, 2021 increased

to $34 million from $7 million in the 2020 period. The income tax expense of

Huntsman International for the three months ended March 31, 2021 increased

to $35 million from $7 million in the 2020 period. The increase in income tax

expense was primarily due to the increase in pretax income, exclusive of the

fair value adjustments to our investment in Venator. Our income tax expense is

significantly affected by the mix of income and losses in the tax

jurisdictions in which we operate, as impacted by the presence of valuation

allowances in certain tax jurisdictions. For further information concerning


    income taxes, see "Note 18. Income Taxes" to our condensed consolidated
    financial statements.




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                                Three months             Percent
                                    ended                Change
                                  March 31,             Favorable
(Dollars in millions)         2021        2020        (Unfavorable)
Revenues
Polyurethanes                $ 1,068     $   888                  20 %
Performance Products             305         292                   4 %
Advanced Materials               278         241                  15 %
Textile Effects                  193         180                   7 %
Corporate and eliminations        (7 )        (8 )                NM
Total                        $ 1,837     $ 1,593                  15 %

Huntsman Corporation
Segment adjusted EBITDA(1)
Polyurethanes                $   207     $    84                 146 %
Performance Products              63          58                   9 %
Advanced Materials                44          48                  (8 )%
Textile Effects                   25          20                  25 %
Corporate and other              (50 )       (45 )               (11 )%
Total                        $   289     $   165                  75 %

Huntsman International
Segment adjusted EBITDA(1)
Polyurethanes                $   207     $    84                 146 %
Performance Products              63          58                   9 %
Advanced Materials                44          48                  (8 )%
Textile Effects                   25          20                  25 %
Corporate and other              (47 )       (44 )                (7 )%
Total                        $   292     $   166                  76 %



--------------------------------------------------------------------------------

NM-Not meaningful

(1) For more information, including reconciliation of segment adjusted EBITDA to

net income of Huntsman Corporation or Huntsman International, as appropriate,


    see "Note 20. Operating Segment Information" to our condensed consolidated
    financial statements.




                                                         Three months ended March 31, 2021 vs 2020
                                             Average Selling Price(1)
                                       Local                 Foreign Currency               Mix &              Sales
                                      Currency              Translation Impact              Other            Volumes(2)
Period-Over-Period Increase
(Decrease)
Polyurethanes                                  17 %                           3 %                   -                   -
Performance Products                            6 %                           4 %                  (3 )%               (3 )%
Advanced Materials                              5 %                           5 %                   8 %                (3 )%
Textile Effects                                (7 )%                          1 %                   3 %                10 %




                                                      Three months ended

March 31, 2021 vs December 31, 2020


                                             Average Selling Price(1)
                                        Local                Foreign Currency               Mix &                    Sales
                                      Currency              Translation Impact              Other                  Volumes(2)
Period-Over-Period (Decrease)
Increase
Polyurethanes                                    7 %                          2 %                   3 %                      (8 )%
Performance Products                            11 %                          1 %                  (2 )%                      5 %
Advanced Materials                               5 %                          6 %                   9 %                      14 %
Textile Effects                                  3 %                          2 %                   1 %                       6 %



--------------------------------------------------------------------------------

(1) Excludes revenues from tolling arrangements, byproducts and raw materials.

(2) Excludes sales volumes of byproducts and raw materials.


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Polyurethanes



The increase in revenues in our Polyurethanes segment for the three months ended
March 31, 2021 compared to the same period of 2020 was largely due to higher MDI
average selling prices. MDI average selling prices increased mostly in China and
Europe. Even though demand was strong in the first quarter of 2021, overall
volumes were largely flat and MDI volumes decreased because of a previously
disclosed turnaround at our Geismar, Louisiana facility, some unplanned downtime
resulting from the U.S. Gulf Coast Winter Storm Uri that occurred in the first
quarter of 2021 as well as the planned build up of inventory ahead of our
scheduled maintenance outage at our Rotterdam, Netherlands facility. The
increase in segment adjusted EBITDA was primarily due to higher MDI margins
resulting from higher MDI pricing.



 Performance Products



The increase in revenues in our Performance Products segment for the
three months ended March 31, 2021 compared to the same period of 2020 was
primarily due to higher average selling prices, partially offset by lower sales
volumes. Average selling prices increased primarily due to stronger demand in
relation to the ongoing recovery from the global economic slowdown as well as in
response to an increase in raw material costs. Sales volumes decreased primarily
due to the U.S. Gulf Coast Winter Storm Uri that occurred in the first quarter
of 2021. The increase in segment adjusted EBITDA was primarily due to lower
fixed costs.



Advanced Materials



The increase in revenues in our Advanced Materials segment for the three months
ended March 31, 2021 compared to the same period in 2020 was primarily due to
higher average selling prices and the favorable impact of the CVC Thermoset
Specialties Acquisition and the Gabriel Acquisition. See "Note 3. Business
Combinations and Acquisitions" to our condensed consolidated financial
statements. Excluding acquisitions and with the exception of our global
aerospace business, sales volumes increased across all markets, primarily in
relation to the ongoing recovery from the global economic slowdown. Average
selling prices increased largely due to the impact of a weaker U.S. dollar
against major international currencies and in response to higher raw material
costs. The decrease in segment adjusted EBITDA was primarily due to lower
aerospace sales volumes, partially offset by the benefit from the above
mentioned acquisitions.



Textile Effects



The increase in revenues in our Textile Effects segment for the three months
ended March 31, 2021 compared to the same period of 2020 was due to higher sales
volumes, partially offset by lower average selling prices. Sales volumes
increased primarily due to increased demand resulting from the ongoing recovery
from the global economic slowdown, particularly in Asia. The increase in segment
adjusted EBITDA was primarily due to higher sales revenues and lower costs.



Corporate and other



Corporate and other includes unallocated corporate overhead, unallocated foreign
currency exchange gains and losses, LIFO inventory valuation reserve
adjustments, loss on early extinguishment of debt, unallocated restructuring,
impairment and plant closing costs, nonoperating income and expense and gains
and losses on the disposition of corporate assets. For the three months ended
March 31, 2021, adjusted EBITDA from Corporate and other for Huntsman
Corporation decreased by $5 million to a loss of $50 million from a loss of
$45 million for the same period of 2020. For the three months ended March 31,
2021, adjusted EBITDA from Corporate and other for Huntsman International
decreased by $3 million to a loss of $47 million from a loss of $44 million for
the same period of 2020. The decrease in adjusted EBITDA from Corporate and
other resulted primarily from a decrease in unallocated foreign currency
exchange gains and an increase in corporate overhead costs.



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Liquidity and Capital Resources

The following is a discussion of our liquidity and capital resources and 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 Three Months Ended March 31, 2021 Compared with Three Months Ended March 31, 2020





Net cash used in operating activities from continuing operations for the three
months ended March 31, 2021 and 2020 was $16 million and $40 million,
respectively. The decrease in net cash used in operating activities from
continuing operations during the three months ended March 31, 2021 compared with
the same period in 2020, was primarily attributable to increased operating
income as described in "-Results of Operations" above, partially offset by
a $41 million unfavorable variance in operating assets and liabilities for the
three months ended March 31, 2021 as compared with the same period of 2020.



Net cash (used in) provided by investing activities from continuing operations
for the three months ended March 31, 2021 and 2020 was $(323) million and
$1,511 million, respectively. During the three months ended March 31, 2021 and
2020, we paid $98 million and $61 million for capital expenditures,
respectively. During the three months ended March 31, 2021, we paid
approximately $240 million for the Gabriel Acquisition, net of cash acquired.
During the three months ended March 31, 2020, we received approximately $1.92
billion for the sale of our Chemical Intermediates Businesses and paid
$346 million for the Icynene-Lapolla Acquisition, net of cash acquired.



Net cash used in financing activities for the three months ended March 31, 2021
and 2020 was $579 million and $354 million, respectively. During the three
months ended March 31, 2021, we redeemed in full €445 million (approximately
$541 million) in aggregate principal amount of our 2021 Senior Notes. During the
three months ended March 31, 2020, we made repayments on our Revolving Credit
facility of $158 million and repurchased common stock for $96 million.



Free cash flow from continuing operations for the three months ended March 31, 2021 and 2020 was a use of cash of $114 million and $101 million, respectively.

Changes in Financial Condition





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



                               March 31,            Less                           December 31,       Increase        Percent
                                 2021          Acquisitions(1)      

Subtotal 2020 (Decrease) Change Cash and cash equivalents $ 673 $

              (9 )   $      664     $       1,593     $      (929 )         (58 )%
Accounts and notes
receivable, net                     1,022                   (13 )        1,009               910              99            11 %
Inventories                         1,006                   (26 )          980               848             132            16 %
Other current assets                  228                     -            228               217              11             5 %
Total current assets                2,929                   (48 )        2,881             3,568            (687 )         (19 )%
Accounts payable                      953                    (7 )          946               876              70             8 %
Accrued liabilities                   505                    (2 )          503               458              45            10 %
Current portion of debt                57                     -             57               593            (536 )         (90 )%
Current operating lease
liabilities                            49                     -             49                52              (3 )          (6 )%
Total current liabilities           1,564                    (9 )        1,555             1,979            (424 )         (21 )%
Working capital               $     1,365     $             (39 )   $    1,326     $       1,589     $      (263 )         (17 )%



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(1) Represents amounts related to the Gabriel Acquisition. For more information,

see "Note 3. Business Combinations and Acquisitions-Acquisition of Gabriel

Performance Products" to our condensed consolidated financial statements.

Our working capital decreased by $263 million as a result of the net impact of the following significant changes:

? The decrease in cash and cash equivalents of $929 million resulted from the

matters identified on our condensed consolidated statements of cash flows.

? Accounts receivable increased by $99 million due to higher revenues in the


    first quarter of 2021 compared to the fourth quarter of 2020.



? Inventories increased by $132 million primarily due to higher inventory costs


    and volumes.



? Accounts payable increased by $70 million primarily due to higher inventory


    purchases.



? Accrued liabilities increased by $45 million primarily due to increases in

current income taxes payable and accrued restructuring charges, partially


    offset by a decrease in accrued rebates.




  ? Current portion of debt decreased by $536 million primarily due to the
    redemption of our 2021 Senior Notes.




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Direct and Subsidiary Debt


See "Note 8. Debt-Direct and Subsidiary Debt" to our condensed consolidated financial statements.





 Debt Issuance Costs



See "Note 8. Debt-Direct and Subsidiary Debt-Debt Issuance Costs" to our condensed consolidated financial statements.





 Revolving Credit Facility


See "Note 8. Debt-Direct and Subsidiary Debt-Revolving Credit Facility" to our condensed consolidated financial statements.





 A/R Programs


See "Note 8. Debt-Direct and Subsidiary Debt-A/R Programs" to our condensed consolidated financial statements.

Senior Notes

See "Note 8. Debt-Direct and Subsidiary Debt-Senior Notes" to our condensed consolidated financial statements.

Note Payable From Huntsman International to Huntsman Corporation

See "Note 8. Debt-Direct and Subsidiary Debt-Note Payable from Huntsman International to Huntsman Corporation" to our condensed consolidated financial statements.





Compliance with Covenants



See "Note 8. Debt-Compliance with Covenants" to our condensed consolidated financial statements.





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Short-Term Liquidity



We depend upon our cash, Revolving Credit Facility, A/R Programs and other debt
instruments to provide liquidity for our operations and working capital needs.
As of March 31, 2021, we had $2,064 million of combined cash and unused
borrowing capacity, consisting of $673 million in cash, $1,194 million in
availability under our Revolving Credit Facility and $197 million in
availability under our A/R Programs. We believe our existing cash balances,
together with funds generated from operations and amounts available under our
credit facility, will allow us to manage the anticipated impact of COVID-19 on
our business operations for the foreseeable future. Our liquidity can be
significantly impacted by various factors. The following matters had, or are
expected to have, a significant impact on our liquidity:



? Cash invested in our accounts receivable and inventory, net of accounts

payable, was approximately $179 million for the three months ended March 31,

2021, as reflected in our condensed consolidated statements of cash flows.


     We expect volatility in our working capital components to continue.




   ? During 2021, we expect to spend approximately $330 million on capital

expenditures, including spending of approximately $80 million on a new MDI

splitter in Geismar, Louisiana. We expect to fund spending on all capital


     expenditures with cash provided by operations.



? During the three months ended March 31, 2021, we made contributions to our

pension and postretirement benefit plans of $14 million. During 2021, we

expect to contribute an additional amount of approximately $42 million to


     these plans.



? During 2020, management implemented cost realignment and synergy plans. In

connection with these plans, we expect to achieve annualized cost savings

and synergy benefits of more than $120 million by the end of 2023 with

associated net cash restructuring and integration costs of approximately

$100 million. See "Note 7. Restructuring, Impairment and Plant Closing
     Cost" to our condensed consolidated financial statements.



? On November 3, 2020, we completed the sale of the India-based do-it-yourself

consumer adhesives ("DIY") business, part of the Advanced Materials segment,

to Pidilite Industries Ltd. and received cash of approximately $257 million.

Under the terms of the agreement, we may receive up to approximately $28

million of additional cash under an earnout within 18 months if the business

achieves certain sales revenue targets in line with the DIY business' 2019


     performance.



? On January 15, 2021, we redeemed in full €445 million (approximately $541

million) in aggregate principal amount of our 2021 Senior Notes at the

redemption price equal to 100% of the principal amount of the notes, plus

accrued and unpaid interest to, but not including, the redemption date. In


     connection with this redemption, we incurred an incremental cash tax
     liability of approximately $15 million in the first quarter of 2021
     related to foreign currency exchange gains.



? On January 15, 2021, we completed the Gabriel Acquisition in an all-cash

transaction of approximately $249 million, subject to customary closing

adjustments, funded from available liquidity. See "Note 3. Business

Combinations and Acquisitions-Acquisition of Gabriel Performance Products"


     to our condensed consolidated financial statements.




Long-Term Liquidity



? On April 28, 2021, our Board of Directors declared a $0.1875 per share cash

dividend on our common stock. This represents a 15% increase from the

previous dividend. We expect to distribute an additional $5.5 million in


     dividends each quarter related to this dividend increase.



? On a new MDI splitter being constructed in Geismar, Louisiana, we expect to


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




As of March 31, 2021, we had $57 million classified as current portion of debt,
including debt at our variable interest entities of $55 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 March 31, 2021, we had approximately $398 million of cash and cash
equivalents, including restricted cash, held by our foreign subsidiaries,
including our variable interest entities. We intend to use cash held in our
foreign subsidiaries to fund our local operations. Nevertheless, we could
repatriate cash as dividends, which dividends would generally not be subject to
U.S. taxation as a result of the U.S. Tax Reform Act. However, such repatriation
may potentially be subject to limited foreign withholding taxes.





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