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 six months ended June 30, 2021 and 2020 were
$3,861 million and $2,840 million, respectively.



Recent Developments



Senior Notes Refinancing



On May 26, 2021, Huntsman International completed a $400 million offering of its
2031 Senior Notes. On June 23, 2021, Huntsman International applied the net
proceeds from the offering, along with cash on hand, to redeem in full $400
million in aggregate principal amount of its 2022 Senior Notes and to pay
accrued but unpaid interest of approximately $2 million. In addition, we
paid redemption premiums and related fees and expenses of approximately
$25 million and recognized a corresponding loss on early extinguishment of debt
of $26 million in the second quarter of 2021. For additional information, see
"Note 8. Debt-Direct and Subsidiary Debt-Senior Notes" to our condensed
consolidated financial statements.



Amendments to Accounts Receivable Securitization Programs





On July 1, 2021, we entered into amendments to our A/R Programs that, among
other things, extended the scheduled termination dates of our A/R Programs to
July 2024. For additional information, see "Note 8. Debt-Direct and Subsidiary
Debt-A/R Programs" to our condensed consolidated financial statements.



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




On November 3, 2020, we completed the sale of the India-based DIY business 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 provision if the business achieves within 18
months certain sales revenue targets in line with the DIY business' 2019
performance. The performance criteria of the earnout provision were satisfied in
the second quarter of 2021, and we received the full payment of $28 million. As
a result, we recognized an additional pretax gain of $28 million in the second
quarter, which was recorded in gain on sale of India-based DIY business in our
condensed consolidated statements of operations.





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Outlook


We expect the following factors to impact our operating segments:





Polyurethanes:


? Third quarter 2021 adjusted EBITDA estimated to be between $240 million and

$260 million


  ? Positive trends in construction, automotive and elastomer markets


  ? Lower earnings contribution from non-controlling interests




Performance Products:



? Third quarter 2021 adjusted EBITDA estimated to be between $75 million and

$80 million


  ? Volume growth year-over-year across core markets


  ? More balanced Asia markets compared to second quarter of 2021




Advanced Materials:



? Third quarter 2021 adjusted EBITDA estimated to be between $50 million and

$55 million


  ? Improving trends compared to prior year across all markets, including
    aerospace


  ? Acquisitions additive to adjusted EBITDA with synergy capture on track




Textile Effects


? Third quarter 2021 adjusted EBITDA estimated to be between $19 million and $22


    million


  ? Favorable trends in sustainable solutions






In the second quarter of 2021, our adjusted effective tax rate was 20%. 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 Quarterly Report on 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                             Six months
                                              ended                                  ended
                                            June 30,            Percent             June 30,            Percent
                                        2021        2020        Change         2021         2020        Change
Revenues                               $ 2,024     $ 1,247            62 %    $ 3,861     $  2,840            36 %
Cost of goods sold                       1,593       1,085            47 %      3,038        2,381            28 %
Gross profit                               431         162           166 %        823          459            79 %
Operating expenses, net                    211         212             -          453          452             -
Restructuring, impairment and plant
closing costs                               11          19           (42 )%        35           22            59 %
Operating income (loss)                    209         (69 )          NM          335          (15 )          NM
Interest expense, net                      (18 )       (21 )         (14 )%       (37 )        (39 )          (5 )%
Equity in income of investment in
unconsolidated affiliates                   46           2            NM           84            4            NM
Fair value adjustments to Venator
investment                                  (6 )         4            NM          (25 )       (106 )         (76 )%
Loss on early extinguishment of debt       (27 )         -            NM          (27 )          -            NM
Other income, net                            9           7            29 %         16           17            (6 )%
Income (loss) from continuing
operations before income taxes             213         (77 )          NM          346         (139 )          NM
Income tax (expense) benefit               (42 )        13            NM          (76 )          6            NM
Income (loss) from continuing
operations                                 171         (64 )          NM          270         (133 )          NM
Income from discontinued operations,
net of tax                                   1           5           (80 )%         2          782          (100 )%
Net income (loss)                          172         (59 )          NM          272          649           (58 )%
Reconciliation of net income (loss)
to adjusted EBITDA:
Net income attributable to
noncontrolling interests                   (16 )        (3 )         433 %        (33 )         (6 )         450 %
Interest expense, net from
continuing operations                       18          21           (14 )%        37           39            (5 )%
Income tax expense (benefit) from
continuing operations                       42         (13 )          NM           76           (6 )          NM
Income tax expense from discontinued
operations                                   -           1          (100 )%         -          239          (100 )%
Depreciation and amortization of
continuing operations                       73          69             6 %        147          136             8 %
Other adjustments:
Business acquisition and integration
expenses and purchase accounting
inventory adjustments                        5           8                         14           21
EBITDA from discontinued
operations(1)                               (1 )        (6 )                       (2 )     (1,021 )
Fair value adjustments to Venator
investment                                   6          (4 )                       25          106
Loss on early extinguishment of debt        27           -                         27            -
Certain legal and other settlements
and related expenses                         8           4                         10            6
(Gain) loss on sale of
businesses/assets                          (30 )         1                        (30 )         (1 )
Income from transition services
arrangements                                (3 )        (5 )                       (4 )         (5 )
Certain nonrecurring information
technology project implementation
costs                                        3           1                          4            2
Amortization of pension and
postretirement actuarial losses             21          19                         43           37
Plant incident remediation (credits)
costs                                       (3 )         1                          1            1
Restructuring, impairment and plant
closing and transition costs                12          19                         36           22
Adjusted EBITDA(2)                     $   334     $    54           519 %    $   623     $    219           184 %

Net cash (used in) provided by
operating activities from continuing
operations                                                                    $   (23 )   $     45            NM
Net cash (used in) provided by
investing activities                                                             (369 )      1,152            NM
Net cash used in financing
activities                                                                       (691 )       (417 )          66 %
Capital expenditures                                                             (174 )       (116 )          50 %




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Huntsman International



                                          Three months                             Six months
                                              ended                                  ended
                                            June 30,            Percent             June 30,            Percent
                                        2021        2020        Change         2021         2020        Change
Revenues                               $ 2,024     $ 1,247            62 %    $ 3,861     $  2,840            36 %
Cost of goods sold                       1,593       1,085            47 %      3,038        2,381            28 %
Gross profit                               431         162           166 %        823          459            79 %
Operating expenses, net                    209         211            (1 )%       448          449             -
Restructuring, impairment and plant
closing costs                               11          19           (42 )%        35           22            59 %
Operating income (loss)                    211         (68 )          NM          340          (12 )          NM
Interest expense, net                      (18 )       (21 )         (14 )%       (37 )        (41 )         (10 )%
Equity in income of investment in
unconsolidated affiliates                   46           2            NM           84            4            NM
Fair value adjustments to Venator
investment                                  (6 )         4            NM          (25 )       (106 )         (76 )%
Loss on early extinguishment of debt       (27 )         -            NM          (27 )          -            NM
Other income, net                            7           6            17 %         14           15            (7 )%
Income (loss) from continuing
operations before income taxes             213         (77 )          NM          349         (140 )          NM
Income tax (expense) benefit               (41 )        13            NM          (76 )          6            NM
Income (loss) from continuing
operations                                 172         (64 )          NM          273         (134 )          NM
Income from discontinued operations,
net of tax                                   1           5           (80 )%         2          782          (100 )%
Net income (loss)                          173         (59 )          NM          275          648           (58 )%
Reconciliation of net income (loss)
to adjusted EBITDA:
Net income attributable to
noncontrolling interests                   (16 )        (3 )         433 %        (33 )         (6 )         450 %
Interest expense, net from
continuing operations                       18          21           (14 )%        37           41           (10 )%
Income tax expense (benefit) from
continuing operations                       41         (13 )          NM           76           (6 )          NM
Income tax expense from discontinued
operations                                   -           1          (100 )%         -          239          (100 )%
Depreciation and amortization of
continuing operations                       74          69             7 %        147          136             8 %
Other adjustments:
Business acquisition and integration
expenses and purchase accounting
inventory adjustments                        5           8                         14           21
EBITDA from discontinued
operations(1)                               (1 )        (6 )                       (2 )     (1,021 )
Fair value adjustments to Venator
investment                                   6          (4 )                       25          106
Loss on early extinguishment of debt        27           -                         27            -
Certain legal and other settlements
and related expenses                         8           4                         10            6
(Gain) loss on sale of
businesses/assets                          (30 )         1                        (30 )         (1 )
Income from transition services
arrangements                                (3 )        (5 )                       (4 )         (5 )
Certain nonrecurring information
technology project implementation
costs                                        3           1                          4            2
Amortization of pension and
postretirement actuarial losses             22          21                         45           39
Plant incident remediation (credits)
costs                                       (3 )         1                          1            1
Restructuring, impairment and plant
closing and transition costs                12          19                         36           22
Adjusted EBITDA(2)                     $   336     $    56           500 %    $   628     $    222           183 %

Net cash (used in) provided by
operating activities from continuing
operations                                                                    $   (23 )   $     44            NM
Net cash (used in) provided by
investing activities                                                             (377 )      1,430            NM
Net cash used in financing
activities                                                                       (690 )       (695 )          (1 )%
Capital expenditures from continuing
operations                                                                       (174 )       (116 )          50 %




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Huntsman Corporation



                                                  Three months                           Three months
                                                     ended                                  ended
                                                 June 30, 2021                          June 30, 2020
                                                    Tax and                                Tax and
                                        Gross       other(3)        Net        Gross       other(3)        Net
Reconciliation of net income (loss)
to adjusted net income
Net income (loss)                                                 $   172                                $   (59 )
Net income attributable to
noncontrolling interests                                              (16 )                                   (3 )
Business acquisition and integration
expenses and purchase accounting
inventory adjustments                  $     5     $        -           5     $     8     $        -           8
Income from discontinued
operations(1)(4)                            (1 )            -          (1 )        (6 )            1          (5 )
Fair value adjustments to Venator
investment                                   6              -           6          (4 )            -          (4 )
Loss on early extinguishment of debt        27             (6 )        21           -              -           -
Certain legal and other settlements
and related expenses                         8             (2 )         6           4             (1 )         3
(Gain) loss on sale of
businesses/assets                          (30 )            4         (26 )         1              -           1
Income from transition services
arrangements                                (3 )            1          (2 )        (5 )            1          (4 )
Certain nonrecurring information
technology project implementation
costs                                        3             (1 )         2           1              -           1
Amortization of pension and
postretirement actuarial losses             21             (5 )        16          19             (4 )        15
Plant incident remediation (credits)
costs                                       (3 )            1          (2 )         1              -           1
Restructuring, impairment and plant
closing and transition costs                12             (2 )        10          19             (3 )        16
Adjusted net income (loss)(2)                                     $   191                                $   (30 )

Weighted average shares-basic                                       220.9                                  219.7
Weighted average shares-diluted                                     222.9                                  219.7

Basic net income (loss) attributable
to Huntsman Corporation per share:
Income (loss) from continuing
operations                                                        $  0.71                                $ (0.30 )
Income from discontinued operations                                     -                                   0.02
Net income (loss)                                                 $  0.71                                $ (0.28 )

Diluted net income (loss)
attributable to Huntsman Corporation
per share:
Income (loss) from continuing
operations                                                        $  0.70                                $ (0.30 )
Income from discontinued operations                                     -                                   0.02
Net income (loss)                                                 $  0.70                                $ (0.28 )

Other non-GAAP measures:
Diluted adjusted net income (loss)
per share(2)                                                      $  0.86                                $ (0.14 )




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                                                  Six months                             Six months
                                                     ended                                 ended
                                                 June 30, 2021                         June 30, 2020
                                                    Tax and                                Tax and
                                        Gross      other(3)        Net        Gross       other(3)        Net
Reconciliation of net income to
adjusted net income
Net income                                                       $   272                                $   649
Net income attributable to
noncontrolling interests                                             (33 )                                   (6 )
Business acquisition and integration
expenses and purchase accounting
inventory adjustments                  $    14     $      (2 )        12     $     21     $      (3 )        18
Income from discontinued
operations(1)(4)                            (2 )           -          (2 )     (1,021 )         239        (782 )
Fair value adjustments to Venator
investment                                  25             -          25          106             -         106
Loss on early extinguishment of debt        27            (6 )        21            -             -           -
Certain legal and other settlements
and related expenses                        10            (3 )         7            6            (1 )         5
Gain on sale of businesses/assets          (30 )           4         (26 )         (1 )           -          (1 )
Income from transition services
arrangements                                (4 )           1          (3 )         (5 )           1          (4 )
Certain nonrecurring information
technology project implementation
costs                                        4            (1 )         3            2             -           2
Amortization of pension and
postretirement actuarial losses             43           (10 )        33           37            (8 )        29
Plant incident remediation costs             1             -           1            1             -           1
Restructuring, impairment and plant
closing and transition costs                36            (8 )        28           22            (4 )        18
Adjusted net income(2)                                           $   338                                $    35

Weighted average shares-basic                                      220.6                                  221.4
Weighted average shares-diluted                                    222.7                                  221.4

Basic net income (loss) attributable
to Huntsman Corporation per share:
Income (loss) from continuing
operations                                                       $  1.07                                $ (0.63 )
Income from discontinued operations                                 0.01                                   3.53
Net income                                                       $  1.08                                $  2.90

Diluted net income (loss)
attributable to Huntsman Corporation
per share:
Income (loss) from continuing
operations                                                       $  1.06                                $ (0.63 )
Income from discontinued operations                                 0.01                                   3.53
Net income                                                       $  1.07                                $  2.90

Other non-GAAP measures:
Diluted adjusted net income per
share(2)                                                         $  1.52                                $  0.16

Net cash (used in) provided by
operating activities from continuing
operations                                                       $   (23 )                              $    45
Capital expenditures from continuing
operations                                                          (174 )                                 (116 )
Free cash flow from continuing
operations(2)                                                    $  (197 )                              $   (71 )

Other cash flow measure:
Taxes paid on sale of businesses(5)                              $    (3 )                              $   (10 )

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

NM-Not meaningful

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


    recognized predominantly in the first quarter of 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 the second quarter of 2021 in connection with

the earnout provision achieved under the terms of the sales agreement of the

India-based DIY business and taxes paid in the first half of 2020 in

connection with the sale of the Chemical Intermediates Businesses. For more

information, see "Note 4. Discontinued Operations and Business Dispositions"


    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
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 and purchase accounting inventory
adjustments; (b) EBITDA from discontinued operations; (c) fair value adjustments
to Venator investment; (d) loss on early extinguishment of debt; (e) certain
legal and other settlements and related expenses; (f) (gain) loss on sale of
businesses/assets; (g) income from transition services arrangements related to
the sale of our Chemical Intermediates Businesses to Indorama; (h) certain
nonrecurring information technology project implementation (credits) costs; (i)
amortization of pension and postretirement actuarial losses; (j) plant incident
remediation costs; and (k) restructuring, impairment and plant closing and
transition (credits) 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) loss on early extinguishment of debt; (e) certain
legal and other settlements and related expenses; (f) (gain) loss on sale of
businesses/assets; (g) income from transition services arrangements related to
the sale of our Chemical Intermediates Businesses to Indorama; (h) certain
nonrecurring information technology project implementation costs; (i)
amortization of pension and postretirement actuarial losses; (j) plant incident
remediation (credits) costs; and (k) 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 businesses/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 June 30, 2021 Compared with Three Months Ended June 30, 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 Businesses and the results of our former polymers, base
chemicals and Australian styrenics businesses for all periods presented. The
increase of $222 million in net income from continuing operations attributable
to Huntsman Corporation and the increase of $223 in net income from continuing
operations attributable to Huntsman International was the result of the
following items:



? Revenues for the three months ended June 30, 2021 increased by $777 million,

or 62%, as compared with the 2020 period. The increase was primarily due to

higher sales volumes in all our segments and higher average selling prices

in our Polyurethanes, Performance Products and Advanced Materials segments.


    See "-Segment Analysis" below.




  ? Gross profit for the three months ended June 30, 2021 increased

by $269 million, or 166%, compared to the 2020 period. The increase resulted

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






  ? Our operating expenses, net and the operating expenses, net of Huntsman

International for the three months ended June 30, 2021 remained relatively

flat compared to the 2020 period as an increase in selling, general and

administrative expenses were largely offset by the pretax gain of $28 million

recognized in connection with the earnout provision achieved under the terms


    of the sale agreement of the India-based DIY business.



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

June 30, 2021 decreased to $11 million from $19 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 June 30, 2021 increased to $46 million from $2 million in the

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


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



? For the three months ended June 30, 2021, we recorded a net loss of $6 million

in fair value adjustments to our investment in Venator and related option to

sell our remaining Venator shares compared to a gain of $4 million in the 2020

period. See "Note 4. Business Dispositions-Sale of Venator Interest" to our


    condensed consolidated financial statements.



? Loss on early extinguishment of debt for the three months ended June 30,

2021 was $27 million compared to nil in the 2020 period primarily due to the

full redemption of our 2022 Senior Notes in the second quarter of 2021. See


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



? Our income tax expense for the three months ended June 30, 2021 increased

to $42 million from an income tax benefit of $13 million in the 2020 period.

The income tax expense of Huntsman International for the three months ended

June 30, 2021 increased to $41 million from an income tax benefit

of $13 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
                                  June 30,              Favorable
(Dollars in millions)         2021        2020        (Unfavorable)
Revenues
Polyurethanes                $ 1,155     $   730                  58 %
Performance Products             371         228                  63 %
Advanced Materials               299         192                  56 %
Textile Effects                  207         102                 103 %
Corporate and eliminations        (8 )        (5 )                NM
Total                        $ 2,024     $ 1,247                  62 %

Huntsman Corporation
Segment adjusted EBITDA(1)
Polyurethanes                $   208     $    31                 571 %
Performance Products              88          29                 203 %
Advanced Materials                58          30                  93 %
Textile Effects                   28          (4 )                NM
Corporate and other              (48 )       (32 )               (50 )%
Total                        $   334     $    54                 519 %

Huntsman International
Segment adjusted EBITDA(1)
Polyurethanes                $   208     $    31                 571 %
Performance Products              88          29                 203 %
Advanced Materials                58          30                  93 %
Textile Effects                   28          (4 )                NM
Corporate and other              (46 )       (30 )               (53 )%
Total                        $   336     $    56                 500 %



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

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 June 30, 2021 vs 2020
                                             Average Selling Price(1)
                                       Local                  Foreign Currency            Mix &                 Sales
                                      Currency               Translation Impact           Other               Volumes(2)
Period-Over-Period Increase
(Decrease)
Polyurethanes                                  35 %                            6 %                4 %                   13 %
Performance Products                           39 %                            6 %               (7 )%                  25 %
Advanced Materials                              8 %                            7 %               16 %                   25 %
Textile Effects                               (11 )%                           8 %               14 %                   92 %




                                                         Three months ended

June 30, 2021 vs March 31, 2021


                                            Average Selling Price(1)
                                       Local                Foreign Currency                 Mix &                    Sales
                                      Currency             Translation Impact                Other                  Volumes(2)
Period-Over-Period (Decrease)
Increase
Polyurethanes                                   6 %                         (1 )%                   (2 )%                       5 %
Performance Products                           19 %                          -                      (1 )%                       4 %
Advanced Materials                              9 %                         (1 )%                    7 %                       (7 )%
Textile Effects                                 9 %                          -                      (1 )%                      (1 )%



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

(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
June 30, 2021 compared to the same period of 2020 was largely due to higher MDI
average selling prices and higher sales volumes. MDI average selling prices
increased mostly in China and Europe. Sales volumes increased primarily due to
stronger demand in relation to the ongoing recovery from the global economic
slowdown, partially offset by the scheduled turnaround at our Rotterdam,
Netherlands facility. The increase in segment adjusted EBITDA was primarily due
to higher MDI margins resulting from higher MDI pricing and higher sales volumes
as well as stronger earnings from our PO/MTBE joint venture in China, partially
offset by higher raw material costs.



 Performance Products



The increase in revenues in our Performance Products segment for the
three months ended June 30, 2021 compared to the same period of 2020 was
primarily due to higher average selling prices and higher 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 also increased primarily due to
stronger demand. The increase in segment adjusted EBITDA was primarily due to
increased revenue and margins, partially offset by increased fixed costs.



Advanced Materials



The increase in revenues in our Advanced Materials segment for the three months
ended June 30, 2021 compared to the same period in 2020 was primarily due to
higher sales volumes, higher average selling prices and the favorable net impact
of the CVC Thermoset Specialties Acquisition, the Gabriel Acquisition and the
sale of the India-based DIY business. See "Note 3. Business Combinations and
Acquisitions" and "Note 4. Discontinued Operations and Business Dispositions" to
our condensed consolidated financial statements. Excluding our recent
acquisitions and divestiture and with the exception of our global aerospace
business, sales volumes increased across all of our specialty 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 increase in segment adjusted EBITDA was primarily due to higher sales
volumes and the benefit from our recent acquisitions.



Textile Effects



The increase in revenues in our Textile Effects segment for the three months
ended June 30, 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.



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
June 30, 2021, adjusted EBITDA from Corporate and other for Huntsman Corporation
decreased by $16 million to a loss of $48 million from a loss of $32 million for
the same period of 2020. For the three months ended June 30, 2021, adjusted
EBITDA from Corporate and other for Huntsman International decreased by $16
million to a loss of $46 million from a loss of $30 million for the same period
of 2020. The decrease in adjusted EBITDA from Corporate and other was primarily
due to a charge from a LIFO inventory valuation reserve adjustment and an
increase in corporate overhead costs.





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Six Months Ended June 30, 2021 Compared with Six Months Ended June 30, 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 $376 million in net income from continuing operations attributable
to Huntsman Corporation and the increase of $380 in net income from continuing
operations attributable to Huntsman International was the result of the
following items:



? Revenues for the six months ended June 30, 2021 increased by $1,021 million,

or 36%, as compared with the 2020 period. The increase was primarily due to

higher sales volumes in all our segments and higher average selling prices in

our Polyurethanes, Performance Products and Advanced Materials segments. See


    "-Segment Analysis" below.



? Gross profit for the six months ended June 30, 2021 increased by $364 million,

or 79%, compared to the 2020 period. The increase resulted from higher gross


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




  ? Our operating expenses, net and the operating expenses, net of Huntsman

International for the six months ended June 30, 2021 remained relatively flat

compared to the 2020 period as an increase in selling, general and

administrative expenses were largely offset by the pretax gain of $28 million

recognized in connection with the earnout provision achieved under the terms


    of the sale agreement of the India-based DIY business.



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

June 30, 2021 increased to $35 million from $22 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 six months

ended June 30, 2021 increased to $84 million from $4 million in the 2020


    period, primarily related to an increase in income at our PO/MTBE joint
    venture in China, in which we hold a 49% interest.



? For the six months ended June 30, 2021, we recorded a net loss of $25 million

in fair value adjustments to our investment in Venator and related option to

sell our remaining Venator shares compared to a loss of $106 million in the

2020 period. See "Note 4. Business Dispositions-Sale of Venator Interest" to


    our condensed consolidated financial statements.




  ? Loss on early extinguishment of debt for the six months ended June 30,

2021 was $27 million compared to nil in the 2020 period primarily due to the

full redemption of our 2022 Senior Notes in the second quarter of 2021. See


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



? Our income tax expense and the income tax expense of Huntsman International

for the six months ended June 30, 2021 both increased to $76 million from an

income tax benefit of $6 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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                                 Six months              Percent
                                    ended                Change
                                  June 30,              Favorable
                              2021        2020        (Unfavorable)
Revenues
Polyurethanes                $ 2,223     $ 1,618                  37 %
Performance Products             676         520                  30 %
Advanced Materials               577         433                  33 %
Textile Effects                  400         282                  42 %
Corporate and eliminations       (15 )       (13 )                NM
Total                        $ 3,861     $ 2,840                  36 %

Huntsman Corporation
Segment adjusted EBITDA(1)
Polyurethanes                $   415     $   115                 261 %
Performance Products             151          87                  74 %
Advanced Materials               102          78                  31 %
Textile Effects                   53          16                 231 %
Corporate and other              (98 )       (77 )                27 %
Total                        $   623     $   219                 184 %

Huntsman International
Segment adjusted EBITDA(1)
Polyurethanes                $   415     $   115                 261 %
Performance Products             151          87                  74 %
Advanced Materials               102          78                  31 %
Textile Effects                   53          16                 231 %
Corporate and other              (93 )       (74 )                26 %
Total                        $   628     $   222                 183 %



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

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.




                                                              Six months

ended June 30, 2021 vs June 30, 2020


                                                    Average Selling Price(1)
                                              Local                Foreign Currency              Mix &                 Sales
                                             Currency             Translation Impact             Other               Volumes(2)
Period-Over-Period (Decrease) Increase
Polyurethanes                                        26 %                           5 %                 -                      6 %
Performance Products                                 21 %                           5 %                (5 )%                   9 %
Advanced Materials                                    5 %                           5 %                 6 %                   17 %
Textile Effects                                      (8 )%                          4 %                 6 %                   40 %



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

(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 six months ended
June 30, 2021 compared to the same period of 2020 was largely due to higher MDI
average selling prices and higher sales volumes. MDI average selling prices
increased mostly in China and Europe. Sales volumes increased primarily due to
stronger demand in relation to the ongoing recovery from the global economic
slowdown, partially offset by the scheduled turnaround at our Rotterdam,
Netherlands facility. The increase in segment adjusted EBITDA was primarily due
to higher MDI margins resulting from higher MDI pricing and higher sales volumes
as well as stronger earnings from our PO/MTBE joint venture in China, partially
offset by higher raw material costs



 Performance Products



The increase in revenues in our Performance Products segment for the six months
ended June 30, 2021 compared to the same period of 2020 was primarily due to
higher average selling prices and higher 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 also increased primarily due to stronger demand,
in spite of the U.S. Gulf Coast Winter Storm Uri production outages and supplier
raw materials shortages that occurred in the first quarter of 2021. The increase
in segment adjusted EBITDA was primarily due to increased revenue and margins.



Advanced Materials



The increase in revenues in our Advanced Materials segment for the six months
ended June 30, 2021 compared to the same period in 2020 was primarily due to
higher sales volumes, higher average selling prices and the favorable net impact
of the CVC Thermoset Specialties Acquisition, the Gabriel Acquisition and the
sale of the India-based DIY business. See "Note 3. Business Combinations and
Acquisitions" and "Note 4. Discontinued Operations and Business Dispositions" to
our condensed consolidated financial statements. Excluding our recent
acquisitions and divestiture 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
increase in segment adjusted EBITDA was primarily due to higher sales volumes
and the benefit from our recent acquisitions.



Textile Effects



The increase in revenues in our Textile Effects segment for the six months ended
June 30, 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 six months ended June
30, 2021, adjusted EBITDA from Corporate and other for Huntsman Corporation
decreased by $21 million to a loss of $98 million from a loss of $77 million for
the same period of 2020. For the six months ended June 30, 2021, adjusted EBITDA
from Corporate and other for Huntsman International decreased by $19 million to
a loss of $93 million from a loss of $74 million for the same period of 2020.
The decrease in adjusted EBITDA from Corporate and other was primarily due to a
charge from a LIFO inventory valuation reserve adjustment 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 Six Months Ended June 30, 2021 Compared with Six Months Ended June 30, 2020





Net cash (used in) provided by operating activities from continuing operations
for the six months ended June 30, 2021 and 2020 was $(23) million and
$45 million, respectively. The increase in net cash used in operating activities
from continuing operations during the six months ended June 30, 2021 compared
with the same period in 2020 was primarily attributable to a $386 million
unfavorable variance in operating assets and liabilities, partially offset
by increased operating income as described in "-Results of Operations" above for
the six months ended June 30, 2021 as compared with the same period of 2020.



Net cash (used in) provided by investing activities for the six months ended
June 30, 2021 and 2020 was $(369) million and $1,152 million, respectively.
During the six months ended June 30, 2021 and 2020, we paid $174 million and
$116 million for capital expenditures, respectively. During the six months ended
June 30, 2021, we received $43 million for the sale of businesses primarily due
to the receipt of $28 million pursuant to an earnout provision in connection
with the sale of our India-based DIY business, and we paid approximately
$242 million for the Gabriel Acquisition, net of cash acquired. During the six
months ended June 30, 2020, we received approximately $1.92 billion for the sale
of our Chemical Intermediates Businesses, and we paid $652 million in connection
with the Icynene-Lapolla Acquisition and the CVC Thermoset Specialties
Acquisition.



Net cash used in financing activities for the six months ended June 30, 2021 and
2020 was $691 million and $417 million, respectively. During the six months
ended June 30, 2021, we redeemed in full €445 million (approximately $541
million) in aggregate principal amount of our 2021 Senior Notes, and we redeemed
in full $400 million in aggregate principal amount of our 2022 Senior Notes.
Additionally, during the six months ended June 30, 2021, we issued $400 million
in aggregate principal amount of our 2031 Senior Notes. During the six months
ended June 30, 2020, we repaid a total of $172 million on our Revolving Credit
facility and repurchased common stock for $96 million.



Free cash flow from continuing operations for the six months ended June 30, 2021 and 2020 was a use of cash of $197 million and $71 million, respectively.

Changes in Financial Condition





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



                               June 30,            Less                          December 31,       (Decrease)       Percent
                                 2021         Acquisition(1)       Subtotal          2020            Increase        Change
Cash and cash equivalents     $      510     $             (9 )   $      501     $       1,593     $     (1,092 )         (69 )%
Accounts and notes
receivable, net                    1,122                  (13 )        1,109               910              199            22 %
Inventories                        1,193                  (26 )        1,167               848              319            38 %
Other current assets                 209                    -            209               217               (8 )          (4 )%
Total current assets               3,034                  (48 )        2,986             3,568             (582 )         (16 )%
Accounts payable                   1,041                   (7 )        1,034               876              158            18 %
Accrued liabilities                  480                   (2 )          478               458               20             4 %
Current portion of debt               44                    -             44               593             (549 )         (93 )%
Current operating lease
liabilities                           49                    -             49                52               (3 )          (6 )%
Total current liabilities          1,614                   (9 )        1,605             1,979             (374 )         (19 )%
Working capital               $    1,420     $            (39 )   $    1,381     $       1,589     $       (208 )         (13 )%



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

(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 $208 million as a result of the net impact of the following significant changes:

? The decrease in cash and cash equivalents of $1,092 million resulted from the

matters identified on our condensed consolidated statements of cash flows.

? Accounts receivable increased by $199 million due to higher revenues in the


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



? Inventories increased by $319 million primarily due to higher inventory costs


    and volumes.



? Accounts payable increased by $158 million primarily due to higher inventory


    purchases.




  ? Current portion of debt decreased by $549 million primarily due to the
    redemption of our 2021 Senior Notes in the first half of 2021.




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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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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 June 30, 2021, we had $1,943 million of combined cash and unused borrowing
capacity, consisting of $510 million in cash, $1,196 million in availability
under our Revolving Credit Facility and $237 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


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

payable, was approximately $373 million for the six months ended June 30,

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 $355 million to

$360 million on capital expenditures, including spending of approximately

$100 million on a new MDI splitter in Geismar, Louisiana. We expect to fund


     capital expenditures with cash provided by operations.



? During the six months ended June 30, 2021, we made contributions to our

pension and postretirement benefit plans of $28 million. During 2021, we

expect to contribute an additional amount of approximately $29 million to


     these plans.




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 May 26, 2021, Huntsman International completed a $400 million offering of

its 2031 Senior Notes. On June 23, 2021, Huntsman International applied the

net proceeds from the offering, along with cash on hand, to redeem in full

the $400 million in aggregate principal amount of its 2022 Senior Notes. For

additional information, see "Note 8. Debt-Direct and Subsidiary Debt-Senior


     Notes" to our condensed consolidated financial statements.



? On July 1, 2021, we entered into amendments to our A/R Programs that, among

other things, extended the scheduled termination dates of our A/R Programs


     to July 2024.



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

spend approximately $75 million in the remainder of 2021 and 2022. We expect


     to fund capital expenditures with cash provided by operations.



? 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.




As of June 30, 2021, we had $44 million classified as current portion of debt,
including debt at our variable interest entities of $41 million and certain
other short-term facilities and scheduled amortization payments totaling
$3 million. We intend to renew, repay or extend the majority of these short-term
facilities in the next twelve months.



As of June 30, 2021, we had approximately $338 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 certain foreign withholding taxes.





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