Huntsman CORP: Form 10-Q for the period ended Jun 30, 2026
Filed with the SEC on Jul 31, 2026 and accepted by EDGAR at Jul 31, 2026, 11:20 ET.
Management's discussion and analysis
As filed, 43,488 characters, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.
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 June 30, 2026 | 2025 | Percent change | Six months ended June 30, 2026 | 2025 | Percent change | |
|---|---|---|---|---|---|---|
| Revenues | $1,663 | $1,458 | 14% | $3,083 | $2,868 | 7% |
| Cost of goods sold | 1,418 | 1,276 | 11% | 2,655 | 2,485 | 7% |
| Gross profit | 245 | 182 | 35% | 428 | 383 | 12% |
| Operating expenses: | ||||||
| Selling, general and administrative | 183 | 160 | 14% | 346 | 326 | 6% |
| Research and development | 28 | 33 | (15)% | 57 | 65 | (12)% |
| Restructuring, impairment and plant closing costs | 9 | 124 | (93)% | 15 | 125 | (88)% |
| Gain on sale of business, net | (22) | — | NM | (22) | — | NM |
| Income associated with litigation matter, net | — | — | — | — | (33) | (100)% |
| Gain on acquisition of assets, net | — | — | — | — | (5) | (100)% |
| Other operating expense (income), net | 10 | (15) | NM | 11 | (17) | NM |
| Total operating expenses | 208 | 302 | (31)% | 407 | 461 | (12)% |
| Operating income (loss) | 37 | (120) | NM | 21 | (78) | NM |
| Interest expense, net | (23) | (21) | 10% | (44) | (40) | 10% |
| Equity in income (loss) of investment in unconsolidated affiliates | 5 | (2) | NM | 10 | (1) | NM |
| Other income, net | 7 | 4 | 75% | 10 | 7 | 43% |
| Income (loss) from continuing operations before income taxes | 26 | (139) | NM | (3) | (112) | (97)% |
| Income tax expense | (17) | (7) | 143% | (28) | (22) | 27% |
| Income (loss) from continuing operations | 9 | (146) | NM | (31) | (134) | (77)% |
| (Loss) income from discontinued operations, net of tax | (2) | 1 | NM | (3) | — | NM |
| Net income (loss) | 7 | (145) | NM | (34) | (134) | (75)% |
| Reconciliation of net income (loss) to adjusted EBITDA(1): | ||||||
| Net income attributable to noncontrolling interests | (13) | (13) | — | (25) | (29) | (14)% |
| Interest expense, net | 23 | 21 | 10% | 44 | 40 | 10% |
| Income tax expense from continuing operations | 17 | 7 | 143% | 28 | 22 | 27% |
| Income tax expense from discontinued operations | — | 1 | (100)% | — | 1 | (100)% |
| Depreciation and amortization | 77 | 72 | 7% | 150 | 141 | 6% |
| Other adjustments: | ||||||
| Business acquisition and integration gain and purchase accounting inventory adjustments, net | — | — | — | (5) | ||
| EBITDA from discontinued operations | 2 | (2) | 3 | (1) | ||
| Certain legal and other settlements and related expenses (income), net(2) | 7 | 1 | 11 | (32) | ||
| Gain on sale of business/assets, net(3) | (22) | — | (22) | — | ||
| Expenses associated with the proposed merger | 5 | — | 5 | — | ||
| Loss on early extinguishment of debt | — | — | 1 | — | ||
| Amortization of pension and postretirement actuarial losses | 7 | 7 | 14 | 14 | ||
| Restructuring, impairment and plant closing and transition costs(4) | 10 | 125 | 18 | 129 | ||
| Adjusted EBITDA(1) | $120 | $74 | 62% | $193 | $146 | 32% |
| Net cash (used in) provided by operating activities from continuing operations | $(113) | $21 | NM | |||
| Net cash used in investing activities | (15) | (32) | (53)% | |||
| Net cash provided by financing activities | 43 | 69 | (38)% | |||
| Capital expenditures | (68) | (73) | (7)% | |||
| Amounts attributable to Huntsman Corporation: | ||||||
| Loss from continuing operations | $(4) | $(159) | $(56) | $(163) | ||
| (Loss) income from discontinued operations, net of tax | (2) | 1 | (3) | — | ||
| Net loss | $(6) | $(158) | $(59) | $(163) |
37
Huntsman International
| Three months ended June 30, 2026 | 2025 | Percent change | Six months ended June 30, 2026 | 2025 | Percent change | |
|---|---|---|---|---|---|---|
| Revenues | $1,663 | $1,458 | 14% | $3,083 | $2,868 | 7% |
| Cost of goods sold | 1,418 | 1,276 | 11% | 2,655 | 2,485 | 7% |
| Gross profit | 245 | 182 | 35% | 428 | 383 | 12% |
| Operating expenses: | ||||||
| Selling, general and administrative | 183 | 160 | 14% | 344 | 324 | 6% |
| Research and development | 28 | 33 | (15)% | 57 | 65 | (12)% |
| Restructuring, impairment and plant closing costs | 9 | 124 | (93)% | 15 | 125 | (88)% |
| Gain on sale of business, net | (22) | — | NM | (22) | — | NM |
| Income associated with litigation matter, net | — | — | — | — | (33) | (100)% |
| Gain on acquisition of assets, net | — | — | — | — | (5) | (100)% |
| Other operating expense (income), net | 10 | (15) | NM | 11 | (17) | NM |
| Total operating expenses | 208 | 302 | (31)% | 405 | 459 | (12)% |
| Operating income (loss) | 37 | (120) | NM | 23 | (76) | NM |
| Interest expense, net | (23) | (21) | 10% | (44) | (40) | 10% |
| Equity in income (loss) of investment in unconsolidated affiliates | 5 | (2) | NM | 10 | (1) | NM |
| Other income, net | 7 | 4 | 75% | 10 | 7 | 43% |
| Income (loss) from continuing operations before income taxes | 26 | (139) | NM | (1) | (110) | (99)% |
| Income tax expense | (17) | (5) | 240% | (28) | (22) | 27% |
| Income (loss) from continuing operations | 9 | (144) | NM | (29) | (132) | (78)% |
| (Loss) income from discontinued operations, net of tax | (2) | 1 | NM | (3) | — | NM |
| Net income (loss) | 7 | (143) | NM | (32) | (132) | (76)% |
| Reconciliation of net income (loss) to adjusted EBITDA(1): | ||||||
| Net income attributable to noncontrolling interests | (13) | (13) | — | (25) | (29) | (14)% |
| Interest expense, net | 23 | 21 | 10% | 44 | 40 | 10% |
| Income tax expense from continuing operations | 17 | 5 | 240% | 28 | 22 | 27% |
| Income tax expense from discontinued operations | — | 1 | (100)% | — | 1 | (100)% |
| Depreciation and amortization | 77 | 72 | 7% | 150 | 141 | 6% |
| Other adjustments: | ||||||
| Business acquisition and integration gain and purchase accounting inventory adjustments, net | — | — | — | (5) | ||
| EBITDA from discontinued operations | 2 | (2) | 3 | (1) | ||
| Certain legal and other settlements and related expenses (income), net(2) | 7 | 1 | 11 | (32) | ||
| Gain on sale of business/assets, net(3) | (22) | — | (22) | — | ||
| Expenses associated with the proposed merger | 5 | — | 5 | — | ||
| Loss on early extinguishment of debt | — | — | 1 | — | ||
| Amortization of pension and postretirement actuarial losses | 7 | 7 | 14 | 14 | ||
| Restructuring, impairment and plant closing and transition costs(4) | 10 | 125 | 18 | 129 | ||
| Adjusted EBITDA(1) | $120 | $74 | 62% | $195 | $148 | 32% |
| Net cash (used in) provided by operating activities from continuing operations | $(112) | $22 | NM | |||
| Net cash used in investing activities | (21) | (37) | (43)% | |||
| Net cash provided by financing activities | 48 | 73 | (34)% | |||
| Capital expenditures | (68) | (73) | (7)% | |||
| Amounts attributable to Huntsman International: | ||||||
| Loss from continuing operations | $(4) | $(157) | $(54) | $(161) | ||
| (Loss) income from discontinued operations, net of tax | (2) | 1 | (3) | — | ||
| Net loss | $(6) | $(156) | $(57) | $(161) |
38
Huntsman Corporation
| Reconciliation of net income (loss) to adjusted net loss(1): | Three months ended June 30, 2026 Gross | Tax and other(5) | Net | Three months ended June 30, 2025 Gross | Tax and other(5) | Net |
|---|---|---|---|---|---|---|
| Net income (loss) | $7 | $(145) | ||||
| Net income attributable to noncontrolling interests | (13) | (13) | ||||
| Loss (income) from discontinued operations | 2 | — | 2 | (2) | 1 | (1) |
| Certain legal and other settlements and related expenses, net | 7 | — | 7 | 1 | — | 1 |
| Gain on sale of business/assets, net(3) | (22) | — | (22) | — | — | — |
| Expenses associated with the proposed merger | 5 | — | 5 | — | — | — |
| Amortization of pension and postretirement actuarial losses | 7 | (1) | 6 | 7 | — | 7 |
| Restructuring, impairment and plant closing and transition costs(4) | 10 | (2) | 8 | 125 | — | 125 |
| Release of significant deferred tax asset valuation allowances(6) | — | — | — | — | (8) | (8) |
| Adjusted net income (loss)(1) | $— | $(34) | ||||
| Weighted average shares-basic | 173.4 | 172.6 | ||||
| Weighted average shares-diluted | 173.4 | 172.6 | ||||
| Basic net loss attributable to Huntsman Corporation per share: | ||||||
| Loss from continuing operations | $(0.02) | $(0.92) | ||||
| Loss from discontinued operations | (0.01) | — | ||||
| Net loss | $(0.03) | $(0.92) | ||||
| Diluted net loss attributable to Huntsman Corporation per share: | ||||||
| Loss from continuing operations | $(0.02) | $(0.92) | ||||
| Loss from discontinued operations | (0.01) | — | ||||
| Net loss | $(0.03) | $(0.92) | ||||
| Other non-GAAP measures: | ||||||
| Diluted adjusted net income (loss) per share(1) | $— | $(0.20) |
39
| Reconciliation of net loss to adjusted net loss(1): | Six months ended June 30, 2026 Gross | Tax and other(5) | Net | Six months ended June 30, 2025 Gross | Tax and other(5) | Net |
|---|---|---|---|---|---|---|
| Net loss | $(34) | $(134) | ||||
| Net income attributable to noncontrolling interests | (25) | (29) | ||||
| Business acquisition and integration gain and purchase accounting inventory adjustments, net | $— | $— | — | $(5) | $— | (5) |
| Loss (income) from discontinued operations | 3 | — | 3 | (1) | 1 | — |
| Certain legal and other settlements and related expenses (income), net(2) | 11 | — | 11 | (32) | 7 | (25) |
| Gain on sale of business/assets, net(3) | (22) | — | (22) | — | — | — |
| Expenses associated with the proposed merger | 5 | — | 5 | — | — | — |
| Loss on early extinguishment of debt | 1 | — | 1 | — | — | — |
| Amortization of pension and postretirement actuarial losses | 14 | (3) | 11 | 14 | (2) | 12 |
| Restructuring, impairment and plant closing and transition costs(4) | 18 | (3) | 15 | 129 | (2) | 127 |
| Establishment of significant deferred tax asset valuation allowances, net(6) | — | — | — | — | 1 | 1 |
| Adjusted net loss(1) | $(35) | $(53) | ||||
| Weighted average shares-basic | 173.2 | 172.5 | ||||
| Weighted average shares-diluted | 173.2 | 172.5 | ||||
| Basic net loss attributable to Huntsman Corporation per share: | ||||||
| Loss from continuing operations | $(0.32) | $(0.94) | ||||
| Loss from discontinued operations | (0.02) | — | ||||
| Net loss | $(0.34) | $(0.94) | ||||
| Diluted net loss attributable to Huntsman Corporation per share: | ||||||
| Loss from continuing operations | $(0.32) | $(0.94) | ||||
| Loss from discontinued operations | (0.02) | — | ||||
| Net loss | $(0.34) | $(0.94) | ||||
| Other non-GAAP measures: | ||||||
| Diluted adjusted net loss per share(1) | $(0.20) | $(0.31) | ||||
| Net cash (used in) provided by operating activities from continuing operations | $(113) | $21 | ||||
| Capital expenditures | (68) | (73) | ||||
| Free cash flow(1) | $(181) | $(52) | ||||
| Effective tax rate | (933)% | (20)% | ||||
| Impact of non-GAAP adjustments, net(7) | 1,075% | (280)% | ||||
| Adjusted effective tax rate | 142% | (300)% |
NM—Not meaningful
(1) See “—Non-GAAP Financial Measures.”
(2) Certain legal and other settlements and related expenses (income), net includes approximately $33 million for income associated with a litigation matter during the first quarter of 2025. See “Note 15. Commitments and Contingencies—Legal Matters” to our condensed consolidated financial statements.
(3) Gain on sale of business/assets, net includes $22 million related to the gain on sale of our Gomet business. See “Note 1. General—Recent Developments—Sale of Huntsman Gomet Business” to our condensed consolidated financial statements.
(4) Includes costs associated with transition activities relating primarily to our program to realign our cost structure in Europe.
(5) The income tax impacts, if any, are computed on the pre-tax adjustments using a with and without approach.
(6) During the second quarter of 2025, we recorded a discrete release of valuation allowances of approximately $8 million following the announced closure of our Moers, Germany facility. During the first quarter of 2025, we established significant deferred tax asset valuation allowances of $9 million in Luxembourg. We eliminated the net effect of these significant deferred tax asset valuation allowances from our presentation of adjusted net loss to allow investors to better compare our ongoing financial performance from period to period.
(7) For details regarding the tax impacts of our non-GAAP adjustments, please see the reconciliation of our net loss to adjusted net loss noted above.
Non-GAAP Financial Measures
Our condensed consolidated financial statements are prepared in accordance with GAAP, which we supplement with certain non-GAAP financial information. These non-GAAP measures should not be considered in isolation or as a substitute for the related GAAP measures, and other companies may define such measures differently. We encourage investors to review our financial statements and the reconciliation of the non-GAAP financial measures to the most directly comparable GAAP financial measures in their entirety and not to rely on any single financial measure. These non-GAAP measures exclude the impact of certain income and expenses that we do not believe are indicative of our core operating results.
Adjusted EBITDA
Our management uses adjusted EBITDA to assess financial performance. Adjusted EBITDA is defined as net income of Huntsman Corporation or Huntsman International, as appropriate, before interest, income tax, depreciation and amortization, net income attributable to noncontrolling interests and certain Corporate and other items, as well as eliminating the following adjustments: (a) business acquisition and integration gain and purchase accounting inventory adjustments, net; (b) EBITDA from discontinued operations; (c) certain legal and other settlements and related expenses (income), net; (d) gain on sale of business/assets, net; (e) expenses associated with the proposed merger; (f) loss on early extinguishment of debt; (g) amortization of pension and postretirement actuarial losses; and (h) restructuring, impairment and plant closing and transition costs. We believe that net income of Huntsman Corporation or Huntsman International, as appropriate, is the performance measure calculated and presented in accordance with U.S. GAAP that is most directly comparable to adjusted EBITDA.
We believe adjusted EBITDA is useful to investors in assessing the businesses’ ongoing financial performance and provides improved comparability between periods through the exclusion of certain items that management believes are not indicative of the businesses’ operational profitability and that may obscure underlying business results and trends. However, this measure should not be considered in isolation or viewed as a substitute for net income of Huntsman Corporation or Huntsman International, as appropriate, or other measures of performance determined in accordance with U.S. GAAP. Moreover, adjusted EBITDA as used herein is not necessarily comparable to other similarly titled measures of other companies due to potential inconsistencies in the methods of calculation. Our management believes this measure is useful to compare general operating performance from period to period and to make certain related management decisions. Adjusted EBITDA is also used by securities analysts, lenders and others in their evaluation of different companies because it excludes certain items that can vary widely across different industries or among companies within the same industry. For example, interest expense can be highly dependent on a company’s capital structure, debt levels and credit ratings. Therefore, the impact of interest expense on earnings can vary significantly among companies. In addition, the tax positions of companies can vary because of their differing abilities to take advantage of tax benefits and because of the tax policies of the various jurisdictions in which they operate. As a result, effective tax rates and tax expense can vary considerably among companies. Finally, companies employ productive assets of different ages and utilize different methods of acquiring and depreciating such assets. This can result in considerable variability in the relative costs of productive assets and the depreciation and amortization expense among companies.
Nevertheless, our management recognizes that there are material limitations associated with the use of adjusted EBITDA in the evaluation of our Company as compared to net income of Huntsman Corporation or Huntsman International, as appropriate, which reflects overall financial performance. For example, we have borrowed money in order to finance our operations and interest expense is a necessary element of our costs and ability to generate revenue. Our management compensates for the limitations of using adjusted EBITDA by using this measure to supplement U.S. GAAP results to provide a more complete understanding of the factors and trends affecting the business rather than U.S. GAAP results alone.
Adjusted Net Income
Adjusted net income is computed by eliminating the after-tax amounts related to the following from net income attributable to Huntsman Corporation: (a) loss (income) from discontinued operations; (b) certain legal and other settlements and related expenses (income), net; (c) gain on sale of business/assets, net; (d) expenses associated with the proposed merger; (e) amortization of pension and postretirement actuarial losses; (f) restructuring, impairment and plant closing and transition costs; (g) (release) establishment of significant deferred tax asset valuation allowances, net; (h) business acquisition and integration gain and purchase accounting inventory adjustments, net; and (i) loss on early extinguishment of debt. 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 dividend and stock buyback levels and (d) evaluate our ability to incur and service debt. Free cash flow is defined as 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, such as business acquisition and integration expenses and purchase accounting inventory adjustments, certain legal and other settlements and related expenses, gains on sale of businesses/assets and certain tax only items, including tax law changes, that we believe are not indicative of the businesses’ operational profitability and that may obscure underlying business results and trends.
Three Months Ended June 30, 2026 Compared with Three Months Ended June 30, 2025
For the three months ended June 30, 2026, loss from continuing operations attributable to Huntsman Corporation was $4 million, an improvement of $155 million from $159 million in the 2025 period. For the three months ended June 30, 2026, loss from continuing operations attributable to Huntsman International was $4 million, an improvement of $153 million from $157 million in the 2025 period. The improvements noted above were the result of the following items:
- Revenues for the three months ended June 30, 2026 increased by $205 million, or 14%, as compared with the 2025 period. The increase was primarily due to higher average selling prices and higher sales volumes in all our segments. See “—Segment Analysis” below.
- Gross profit for the three months ended June 30, 2026 increased by $63 million, or 35%, as compared with the 2025 period. The increase resulted from higher gross profits in all our segments. See “—Segment Analysis” below.
- Selling, general and administrative expenses for the three months ended June 30, 2026 increased by $23 million, or 14%, as compared with the 2025 period. The increase related primarily to the impact of major foreign currency exchange rate movements against the U.S. dollar and an adjustment to increase our incentive compensation accrual in the second quarter of 2026.
- Restructuring, impairment and plant closing costs for the three months ended June 30, 2026 decreased by $115 million as compared with the 2025 period. For more information on restructuring activities, see “Note 7. Restructuring, Impairment and Plant Closing Costs” to our condensed consolidated financial statements.
- Gain on sale of business, net for the three months ended June 30, 2026 was $22 million related to the gain on sale of our Gomet business. See “Note 1. General—Recent Developments—Sale of Huntsman Gomet Business” to our condensed consolidated financial statements.
- Other operating expense (income), net for the three months ended June 30, 2026 was an expense of $10 million, primarily related to third-party costs associated with the proposed merger and certain legal settlements, as compared with income of $15 million in the 2025 period, primarily related to an adjustment to a loss contingency accrual in the 2025 period and the impact of major foreign currency exchange rate movements against the U.S. dollar.
- Equity in income (loss) of investment in unconsolidated affiliates for the three months ended June 30, 2026 increased to income of $5 million from a loss of $2 million in the 2025 period primarily related to an increase in income at our PO/MTBE joint venture in China, in which we hold a 49% interest.
- Our income tax expense for the three months ended June 30, 2026 was $17 million as compared with $7 million in the 2025 period. The income tax expense of Huntsman International for the three months ended June 30, 2026 was $17 million as compared with $5 million in the 2025 period. The increase in income tax expense was primarily due to lower discrete tax benefits in the 2026 period and our mix of income and losses in the tax jurisdictions in which we operate, as impacted by the presence of valuation allowances in certain tax jurisdictions. For further information, see “Note 18. Income Taxes” to our condensed consolidated financial statements.
Segment Analysis
(Dollars in millions)
| Revenues | Three months ended June 30, 2026 | 2025 | Percent change favorable (unfavorable) |
|---|---|---|---|
| Polyurethanes | $1,079 | $932 | 16% |
| Performance Products | 283 | 270 | 5% |
| Advanced Materials | 313 | 264 | 19% |
| Total reportable segments’ revenues | 1,675 | 1,466 | 14% |
| Intersegment eliminations | (12) | (8) | NM |
| Total | $1,663 | $1,458 | 14% |
| Segment adjusted EBITDA(1) | |||
| Polyurethanes | $66 | $31 | 113% |
| Performance Products | 37 | 32 | 16% |
| Advanced Materials | 64 | 45 | 42% |
NM—Not meaningful
(1) For more information regarding reconciliations of segment adjusted EBITDA of our reportable operating segments to (loss) income from continuing operations before income taxes of Huntsman Corporation or Huntsman International, as appropriate, see “Note 20. Operating Segment Information” to our condensed consolidated financial statements.
| Period-over-period increase (decrease) | Three months ended June 30, 2026 vs 2025 Average selling price(1) Local currency and mix | Foreign currency translation impact | Sales volumes(2) |
|---|---|---|---|
| Polyurethanes | 10% | 2% | 4% |
| Performance Products | 1% | 1% | 3% |
| Advanced Materials | 8% | 3% | 8% |
| Combined segments | 8% | 2% | 4% |
(1) (2) Excludes revenues from tolling arrangements, byproducts and raw materials. Excludes sales volumes of byproducts and raw materials.
Polyurethanes
The increase in revenues in our Polyurethanes segment for the three months ended June 30, 2026 compared to the same period of 2025 was primarily due to higher average selling prices and higher sales volumes. MDI average selling prices increased across all three regions due to improved supply and demand dynamics. MDI sales volumes increased in the Americas and Europe regions. The increase in segment adjusted EBITDA was primarily due to higher average selling prices, higher sales volumes, higher equity earnings from our minority-owned joint venture in China and cost savings achieved from our cost optimization program, partially offset by higher raw materials costs.
Performance Products
The increase in revenues in our Performance Products segment for the three months ended June 30, 2026 compared to the same period of 2025 was primarily due to higher sales volumes and slightly higher average selling prices. Sales volumes increased primarily due to favorable demand in our performance amines business. Average selling prices increased primarily due to higher raw materials costs. The increase in segment adjusted EBITDA was primarily due to higher sales volumes and lower fixed costs achieved from our cost optimization program.
Advanced Materials
The increase in revenues in our Advanced Materials segment for the three months ended June 30, 2026 compared to the same period of 2025 was primarily due to higher average selling prices and higher sales volumes. Average selling prices increased primarily due to favorable sales mix and the positive impact of major foreign currency exchange rate movements against the U.S. dollar. Sales volumes increased primarily in our aerospace, power and automotive markets. The increase in segment adjusted EBITDA was primarily due to higher margins and higher sales volumes.
Six Months Ended June 30, 2026 Compared with Six Months Ended June 30, 2025
For the six months ended June 30, 2026, loss from continuing operations attributable to Huntsman Corporation was $56 million, an improvement of $107 million from $163 million in the 2025 period. For the six months ended June 30, 2026, loss from continuing operations attributable to Huntsman International was $54 million, an improvement of $107 million from $161 million in the 2025 period. The improvements noted above were the result of the following items:
- Revenues for the six months ended June 30, 2026 increased by $215 million, or 7%, as compared with the 2025 period. The increase was primarily due to higher average selling prices and higher sales volumes in both our Polyurethanes and Advanced Materials segments. See “—Segment Analysis” below.
- Gross profit for the six months ended June 30, 2026 increased by $45 million, or 12%, as compared with the 2025 period. The increase resulted from higher gross profits in our Polyurethanes and Advanced Materials segments. See “—Segment Analysis” below.
- Selling, general and administrative expenses for the six months ended June 30, 2026 increased by $20 million, or 6%, as compared with the 2025 period. The increase related primarily to the impact of major foreign currency exchange rate movements against the U.S. dollar and an adjustment to increase our incentive compensation accrual in the second quarter of 2026.
- Restructuring, impairment and plant closing costs for the six months ended June 30, 2026 decreased by $110 million as compared with the 2025 period. For more information on restructuring activities, see “Note 7. Restructuring, Impairment and Plant Closing Costs” to our condensed consolidated financial statements.
- Gain on sale of business, net for the six months ended June 30, 2026 was $22 million related to the gain on sale of our Gomet business. See “Note 1. General—Recent Developments—Sale of Huntsman Gomet Business” to our condensed consolidated financial statements.
- Income associated with litigation matter, net was approximately $33 million for the six months ended June 30, 2025. For further information, see "Note 15. Commitments and Contingencies—Legal Matters" to our condensed consolidated financial statements.
- Other operating expense (income), net for the six months ended June 30, 2026 was an expense of $11 million, primarily related to third-party costs associated with the proposed merger and certain legal settlements, as compared with income of $17 million in the 2025 period, primarily related to an adjustment to a loss contingency accrual in the 2025 period and the impact of major foreign currency exchange rate movements against the U.S. dollar.
- Equity in income (loss) of investment in unconsolidated affiliates for the six months ended June 30, 2026 increased to income of $10 million from a loss of $1 million in the 2025 period primarily related to an increase in income at our PO/MTBE joint venture in China, in which we hold a 49% interest.
- Our income tax expense and the income tax expense of Huntsman International for the six months ended June 30, 2026 was $28 million as compared with $22 million in the 2025 period. The increase in income tax expense was primarily due to our mix of income and losses in the tax jurisdictions in which we operate, as impacted by the presence of valuation allowances in certain tax jurisdictions with pre-tax income but do not recognize a tax benefit from pre-tax losses in jurisdictions with valuation allowances. The increase was partially offset by lower net discrete tax expense in the 2026 period as compared with the 2025 period. For further information, see “Note 18. Income Taxes” to our condensed consolidated financial statements.
Segment Analysis
(Dollars in millions)
| Revenues | Six months ended June 30, 2026 | 2025 | Percent change favorable (unfavorable) |
|---|---|---|---|
| Polyurethanes | $2,002 | $1,844 | 9% |
| Performance Products | 511 | 527 | (3)% |
| Advanced Materials | 592 | 513 | 15% |
| Total reportable segments’ revenues | 3,105 | 2,884 | 8% |
| Intersegment eliminations | (22) | (16) | NM |
| Total | $3,083 | $2,868 | 7% |
| Segment adjusted EBITDA(1) | |||
| Polyurethanes | $105 | $73 | 44% |
| Performance Products | 63 | 62 | 2% |
| Advanced Materials | 109 | 81 | 35% |
NM—Not meaningful
(1) For more information regarding reconciliations of segment adjusted EBITDA of our reportable operating segments to (loss) income from continuing operations before income taxes of Huntsman Corporation or Huntsman International, as appropriate, see “Note 20. Operating Segment Information” to our condensed consolidated financial statements.
| Period-over-period increase (decrease) | Six months ended June 30, 2026 vs June 30, 2025 Average selling price(1) Local currency and mix | Foreign currency translation impact | Sales volumes(2) |
|---|---|---|---|
| Polyurethanes | 2% | 3% | 4% |
| Performance Products | (2)% | 2% | (3)% |
| Advanced Materials | 6% | 4% | 5% |
| Combined segments | 2% | 3% | 3% |
(1) (2) Excludes revenues from tolling arrangements, byproducts and raw materials. Excludes sales volumes of byproducts and raw materials.
Polyurethanes
The increase in revenues in our Polyurethanes segment for the six months ended June 30, 2026 compared to the same period of 2025 was primarily due to higher average selling prices and higher sales volumes. MDI average selling prices increased across all three regions due to improved supply and demand dynamics. MDI sales volumes increased in the Americas and Europe regions. The increase in segment adjusted EBITDA was primarily due to higher average selling prices, higher sales volumes, higher equity earnings from our minority-owned joint venture in China and cost savings achieved from our cost optimization program, partially offset by higher raw materials costs.
Performance Products
The decrease in revenues in our Performance Products segment for the six months ended June 30, 2026 compared to the same period of 2025 was primarily due to lower sales volumes. Sales volumes decreased primarily due to the closure of our Moers, Germany maleic anhydride facility in the second quarter of 2025 and lower demand. Average selling prices remained relatively flat. The slight increase in segment adjusted EBITDA was primarily due to lower fixed costs achieved from our cost optimization program, partially offset by lower sales volumes and higher raw materials costs.
Advanced Materials
The increase in revenues in our Advanced Materials segment for the six months ended June 30, 2026 compared to the same period of 2025 was primarily due to higher average selling prices and higher sales volumes. Average selling prices increased primarily due to favorable sales mix and the positive impact of major foreign currency exchange rate movements against the U.S. dollar. Sales volumes increased primarily in our aerospace, power and automotive markets. The increase in segment adjusted EBITDA was primarily due to higher margins and higher sales volumes.
Liquidity and Capital Resources
The following is a discussion of our liquidity and capital resources and generally does not include separate information with respect to Huntsman International in accordance with General Instructions H(1)(a) and (b) of Form 10-Q.
Cash Flows for the Six Months Ended June 30, 2026 Compared with the Six Months Ended June 30, 2025
Net cash (used in) provided by operating activities from continuing operations for the six months ended June 30, 2026 and 2025 was $(113) million and $21 million, respectively. The increase in net cash used in operating activities from continuing operations was primarily attributable to an increase in net cash outflow of $123 million related to changes in operating assets and liabilities for the six months ended June 30, 2026 as compared with the same period of 2025 and a decrease in net cash inflow of $11 million related to a decrease in operating loss from continuing operations adjusted for noncash activities as noted in our condensed consolidated statements of cash flows.
Net cash used in investing activities for the six months ended June 30, 2026 and 2025 was $15 million and $32 million, respectively. During the six months ended June 30, 2026 and 2025, we paid $68 million and $73 million for capital expenditures, respectively. During the six months ended June 30, 2026, we received $48 million, net of third-party transaction costs, from the sale of our Gomet business. See “Note 1. General—Recent Developments—Sale of Huntsman Gomet Business" to our condensed consolidated financial statements. During the six months ended June 30, 2025, we received a $41 million final liquidating distribution from SLIC. See “Note 3. Business Combinations and Acquisitions—Separation and Acquisition of Assets of SLIC Joint Venture” to our condensed consolidated financial statements.
Net cash provided by financing activities for the six months ended June 30, 2026 and 2025 was $43 million and $69 million, respectively. During the six months ended June 30, 2026, we had net borrowings from our 2026 Revolving Credit Facility and our A/R Programs of $87 million as compared with net borrowings from our 2022 Revolving Credit Facility and our A/R Programs of $481 million in the 2025 period. During the six months ended June 30, 2025, we paid approximately $315 million to satisfy and discharge our obligations under our 2025 Senior Notes. During the six months ended June 30, 2026 and 2025, we paid $32 million and $87 million for dividends to common stockholders, respectively.
Free cash flow from continuing operations for the six months ended June 30, 2026 and 2025 were uses of cash of $181 million and $52 million, respectively. The decline in free cash flow was primarily attributable to an increase in cash used in operating activities from continuing operations, partially offset by a slight decrease in cash used for capital expenditures during the six months ended June 30, 2026 as compared with the same period of 2025.
Changes in Financial Condition
The following information summarizes our working capital (dollars in millions):
| June 30, 2026 | December 31, 2025 | (Decrease) increase | Percent change | |
|---|---|---|---|---|
| Cash and cash equivalents | $346 | $429 | $(83) | (19)% |
| Accounts and notes receivable, net | 880 | 677 | 203 | 30% |
| Inventories | 935 | 818 | 117 | 14% |
| Prepaid expenses | 79 | 94 | (15) | (16)% |
| Other current assets | 38 | 46 | (8) | (17)% |
| Total current assets | 2,278 | 2,064 | 214 | 10% |
| Accounts payable | 886 | 758 | 128 | 17% |
| Accrued liabilities | 414 | 421 | (7) | (2)% |
| Current portion of debt | 364 | 353 | 11 | 3% |
| Current operating lease liabilities | 55 | 57 | (2) | (4)% |
| Total current liabilities | 1,719 | 1,589 | 130 | 8% |
| Working capital | $559 | $475 | $84 | 18% |
Our working capital increased by $84 million as a result of the net impact of the following significant changes:
- The decrease in cash and cash equivalents of $83 million resulted from the matters identified on our condensed consolidated statements of cash flows. See also “—Cash Flows for the Six Months Ended June 30, 2026 Compared with the Six Months Ended June 30, 2025.”
- Accounts and notes receivable, net increased by $203 million primarily due to higher revenues in the second quarter of 2026 as compared with the fourth quarter of 2025.
- Inventories increased by $117 million primarily due to higher inventory costs and volumes.
- Prepaid expenses decreased by $15 million primarily due to amortization of prepaid insurance premiums, partially offset by an increase in prepaid taxes.
- Accounts payable increased by $128 million primarily due to higher inventory purchases.
- Accrued liabilities decreased by $7 million primarily due to decreases in accrued restructuring and accrued rebates, partially offset by increases in accrued income taxes payable, accrued compensation and accrued legal reserves.
Liquidity
We depend upon our cash, our 2026 Revolving Credit Facility, our A/R Programs and other debt instruments to provide liquidity for our operations and working capital needs. As of June 30, 2026, we had $857 million of combined cash and unused borrowing capacity, consisting of $346 million in cash, $438 million in availability under our 2026 Revolving Credit Facility and $73 million in availability under our A/R Programs. Our liquidity can be significantly impacted by various factors. The following matters are expected to have a significant impact on our liquidity:
Short-Term Liquidity
- During 2026, we expect to spend approximately $170 million on capital expenditures. Our future expenditures include certain environmental, health and safety upgrades; expansions and upgrades of our existing manufacturing and other facilities; certain cost reduction projects and certain information technology expenditures. We expect to fund capital expenditures with cash provided by operations.
- During the remainder of 2026, we expect to make additional contributions to our pension and other postretirement benefit plans of approximately $24 million.
- As of June 30, 2026, we have approximately $547 million remaining under the authorization of our existing share repurchase program. We currently do not expect to repurchase any shares of our common stock under this program during 2026.
Long-Term Liquidity
- On February 9, 2026, Huntsman International entered into the $800 million 2026 Revolving Credit Facility replacing the 2022 Revolving Credit Facility. Borrowings bear interest at the rates specified in the credit agreement governing the 2026 Revolving Credit Facility, which vary based on the type of loan, leverage ratio and debt ratings. The 2026 Revolving Credit Facility has a maturity date of February 9, 2031. Huntsman International may increase the 2026 Revolving Credit Facility commitments by up to $400 million, plus additional amounts, subject to the satisfaction of certain conditions.
As of June 30, 2026, we had $364 million classified as current portion of debt, including $359 million outstanding under our 2026 Revolving Credit Facility, debt at our variable interest entities of $2 million and certain other short-term facilities and scheduled 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, 2026, we had approximately $321 million of cash and cash equivalents held by our foreign subsidiaries, including our variable interest entities. With the exception of certain amounts that we expect to repatriate in the foreseeable future, we intend to use cash held in our foreign subsidiaries to fund our local operations. Nevertheless, we could repatriate additional cash as dividends, and the repatriation of cash as a dividend would generally not be subject to U.S. taxation. However, such repatriation may potentially be subject to limited foreign withholding taxes.
For more information regarding our debt, see “Note 8. Debt” to our condensed consolidated financial statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to market risks, such as changes in interest rates, foreign exchange rates and commodity prices. From time to time, we enter into transactions, including transactions involving derivative instruments, to manage certain of these exposures. We also hedge our net investment in certain European operations. See “Note 9. Derivative Instruments and Hedging Activities” to our condensed consolidated financial statements.
Controls and procedures
As filed, 1,353 characters, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.
Our management, with the participation of our chief executive officer and chief financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, 2026. Based on this evaluation, our chief executive officer and chief financial officer have concluded that, as of June 30, 2026, our disclosure controls and procedures were effective, in that they ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is (1) recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms and (2) accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.
No changes to our internal control over financial reporting occurred during the quarter ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). However, we can only give reasonable assurance that our internal control over financial reporting will prevent or detect material misstatements on a timely basis.
Risk factors
As filed, 16,603 characters, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.
For information regarding risk factors, see “Part I. Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025. The following risk factors are in addition to those set forth in the Annual Report.
Risks Related to the Merger
The number of shares of Olin common stock issuable in the merger in respect of one share of our common stock is fixed and will not be adjusted. Because the market price of Olin common stock may fluctuate, our stockholders cannot be sure of the market value of the merger consideration they will receive in exchange for their shares in connection with the merger.
At the time the merger is completed, each issued and outstanding eligible share of our common stock will be converted into the right to receive the merger consideration, which consists of 0.5476 shares of Olin common stock. The exchange ratio is fixed and will not be adjusted to reflect stock price changes of either our common stock or Olin common stock prior to the closing of the merger. Accordingly, the market value of the merger consideration that our stockholders will receive in the merger will vary based on the price of Olin common stock at the time our stockholders receive the merger consideration, and, accordingly, our stockholders cannot be sure of the market value of the merger consideration they will receive upon the closing of the merger. The market price of Olin common stock has fluctuated since the date on which we announced that we had entered into the merger agreement and will continue to fluctuate from the date hereof through the date the merger is completed, which could occur a considerable amount of time after the date hereof. Changes in the price of Olin common stock may result from a variety of factors, including general market and economic conditions, changes in our and Olin’s businesses, operations and prospects, changes in market assessments of the likelihood that the merger will be completed or the value that may be generated by the merger, changes with respect to expectations regarding the timing of the merger and regulatory considerations. Many of these factors are beyond our and Olin’s control.
Failure to complete the merger, or a delay in the closing of the merger, could negatively impact our business, results of operations, financial condition and stock price.
The merger agreement is subject to a number of conditions that must be fulfilled to complete the merger. Those conditions include, among others, the approval by Olin shareholders of the Olin direct merger proposal or the Olin subsidiary merger proposal and approval by our stockholders of the Huntsman merger proposal and certain regulatory approvals. A number of the conditions are not within our control and may prevent, delay or otherwise materially adversely affect the closing of the merger. We cannot predict with certainty whether and when any of the required closing conditions will be satisfied or if another uncertainty may arise, and cannot assure you that we will be able to timely complete the merger as currently contemplated under the merger agreement or at all. Our business, results of operations, financial condition or stock price could be adversely affected, potentially in a material way, by the failure to complete the merger, or by a delay in the closing of the merger, and we may suffer consequences that could adversely affect our business, results of operations, financial condition and stock price, including the following:
- we may not realize any or all of the potential benefits of the merger, including any synergies that could result from combining our financial and business resources with those of Olin;
- matters relating to the merger will require substantial commitments of time and resources by our management, which would otherwise have been devoted to day-to-day operations and other opportunities that may have been beneficial to us as an independent company;
- we have incurred and will incur further substantial expenses in connection with the merger, including financial advisory, legal, accounting, consulting and other advisory fees, severance/retention employee benefit-related costs and other regulatory fees and other costs relating to the merger regardless of whether the merger is completed;
- we may be subject to legal proceedings related to the potential delay of, or failure to complete, the merger;
- we may experience disruptions to our business resulting from the announcement and pendency of the merger, including adverse changes in relationships with, or loss of, customers, business partners and employees, which may not be reversible and may continue or even intensify in the event the merger is delayed or not completed;
- we may experience negative reactions to the merger, including if the merger is not completed, from the financial markets, including negative impacts on the market prices of our common stock; and
- under the merger agreement, we are subject to certain restrictions on the conduct of our business prior to completing the merger, which restrictions could adversely affect our ability to conduct our business as we otherwise would have done if we were not subject to these restrictions.
In addition to the above risks, if the merger agreement is terminated under specified circumstances, we may be required to pay Olin a termination fee of $121 million or reimburse certain of Olin’s expenses in an amount not to exceed $30 million.
Uncertainties associated with the merger may cause a loss of our management personnel and other key employees, which could adversely affect the future business and operations of the combined company following the merger.
We depend on the experience and industry knowledge of our management personnel and other key employees to execute our business plans. The success of the combined company after the merger will depend in part on its ability to retain or attract key management personnel and other key employees. During the pendency or following the closing of the merger, our current and prospective employees may experience uncertainty or have concerns regarding their roles within the combined company, the timing and closing of the merger or the operations of the combined company, any of which may have an adverse effect on our ability to retain, attract or motivate key management and other key personnel. If we are unable to retain or motivate personnel, including key management personnel, who are critical to the future operations of the combined company, then we or the combined company could face disruptions in our operations, loss of existing customers, loss of key information, expertise or know-how and unanticipated additional recruitment, training and retention costs. In addition, the loss of our key personnel could diminish the anticipated benefits of the merger. No assurance can be given that the combined company will be able to retain or attract our key management personnel and other key employees to the same extent that we had previously been able to retain or attract our own employees.
Current holders of our common stock will have reduced ownership in the combined company and less influence over management.
Based on the number of issued and outstanding shares of our common stock as of July 9, 2026, Olin anticipates issuing up to approximately 96,038,864 shares of Olin common stock pursuant to the merger agreement. The actual number of shares of Olin common stock to be issued pursuant to the merger agreement will be determined at the closing of the merger based on the number of shares of our common stock outstanding immediately prior to the merger. The issuance of these new shares could have the effect of depressing the market price of Olin common stock, through dilution of earnings per share or otherwise. Any dilution of, or delay of any accretion to, Olin’s earnings per share could cause the price of Olin common stock to decline or increase at a reduced rate.
Immediately after the closing of the merger, it is expected that Olin shareholders as of immediately prior to the merger will own approximately 54.5%, and our stockholders as of immediately prior to the merger will own approximately 45.5%, of the issued and outstanding shares of the combined company’s common stock, in each case calculated based on the fully diluted market capitalizations of us and Olin as of the date of signing of the merger agreement. As a result, current holders of our common stock will have less influence on the management and policies of the combined company than they currently have on our management and policies.
Litigation relating to the merger, if any, could result in an injunction preventing the closing of the merger and/or substantial costs to us.
Securities and fiduciary lawsuits are often brought against public companies that have entered into acquisition, merger or other business combination agreements like the merger agreement. Even if such lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on our liquidity and financial condition. Lawsuits that may be brought against us, Olin or our respective directors and officers could also seek, among other things, injunctive relief or other equitable relief, including a request to rescind parts of the merger agreement already implemented and to otherwise enjoin the parties from consummating the merger. One of the conditions to the consummation of the merger is the absence of any law or judgment from a governmental authority that enjoins or otherwise prohibits the closing of the merger. Consequently, if a plaintiff is successful in obtaining an injunction prohibiting the closing of the merger, that injunction may delay or prevent the merger from being completed within the expected timeframe, or at all, which may adversely affect our business, financial condition, cash flows or results of operations. In addition, either we or Olin may terminate the merger agreement if any legal restraint that enjoins or otherwise prohibits closing of the merger has become final and non-appealable; provided that if the imposition of such legal restraint is the proximate result of a breach of the merger agreement, then this termination right is not available to such breaching party. There can be no assurance that any of the defendants would be successful in the outcome of any potential future lawsuits. The defense or settlement of any lawsuit or claim that remains unresolved at the time the merger is completed may adversely affect our business, financial condition, cash flows or results of operations.
The merger agreement limits our ability to pursue alternatives to the merger, may discourage other companies from making a favorable alternative transaction proposal and, in specified circumstances, could require us to pay Olin a termination fee or reimburse Olin for certain of its expenses.
The merger agreement contains provisions that may discourage a potential third-party acquirer that might have an interest in acquiring all or a significant part of us from considering or submitting to us a competing proposal that might result in greater value to our stockholders than the merger, or may result in a potential competing acquirer of us, proposing to pay a lower price per share to acquire us, than it might otherwise have proposed to pay. These provisions include a general prohibition on us from soliciting or, subject to certain exceptions relating to the exercise of fiduciary duties by our board, as the case may be, entering into discussions with any third party regarding any competing proposal or offer for a competing transaction. Furthermore, even if our board withdraws, qualifies or modifies its recommendation with respect to the Huntsman merger proposal, unless the merger agreement has been terminated in accordance with its terms, we will still be required to submit the Huntsman merger proposal to a vote by our stockholders. The merger agreement further provides that under specified circumstances, including after a change of recommendation by our board of directors and a subsequent termination of the merger agreement by Olin in accordance with its terms, we may be required to pay Olin a cash termination fee of $121 million. Moreover, under specified circumstances, we may be required to reimburse Olin for certain of its expenses in an amount not to exceed $30 million.
The need for regulatory approvals may delay the closing date or may diminish the benefits of the merger.
The parties to the merger agreement are required to obtain the approvals of certain regulatory agencies before completing the merger. Satisfying any requirements of these regulatory agencies may delay the closing date of the merger. The requisite regulatory approvals may not be received on a timely basis, or at all (in which case the merger could not be completed), or may contain conditions or restrictions on closing of the merger that cannot be satisfied. In addition, any conditions or restrictions imposed could have the effect of imposing additional costs on or limiting the revenues of the combined company following the merger, which might have an adverse effect on the combined company following the merger. Further, it is possible that, among other things, restrictions on the combined operations of the two companies, including divestitures, may be sought by governmental agencies as a condition to obtaining the required regulatory approvals. This may diminish the benefits of the merger to the combined company or otherwise have an adverse effect on the combined company following the merger.
In addition, closing of the merger is conditioned on the approval by the New York Stock Exchange of the listing of the shares of Olin common stock to be issued in the merger, subject to official notice of issuance. Although Olin has agreed to take all actions reasonably necessary to obtain the requisite stock exchange approval, there can be no assurance that such approval will be obtained.
If the merger is completed, the combined company may not perform as we or the market expects and may fail to realize the projected benefits and cost savings of the merger, which could adversely affect the value of the Olin common stock received by our stockholders in connection with the merger.
The success of the combined company will depend, in part, on the ability of the combined company to realize the anticipated benefits and cost savings from combining our and Olin’s respective businesses, including operational and other synergies that we believe the combined company will be able to achieve. The anticipated benefits and cost savings of the merger may not be realized fully or at all, may take longer to realize than expected or could have other adverse effects that we do not currently foresee. Risks that may be associated with the combined company include, among others, the risks related to market fluctuations, failure of integration, unforeseen liabilities, employee and customer retention and increased indebtedness.
There can be no assurance that the merger will qualify as a reorganization for U.S. federal income tax purposes.
The parties intend that the merger qualify as a reorganization within the meaning of Section 368(a) of the U.S. Internal Revenue Code of 1986 (the “Code”). Assuming, as the parties intend, that the merger is treated as a reorganization for U.S. federal income tax purposes, a U.S. holder of our common stock generally will not recognize any gain or loss for U.S. federal income tax purposes on the exchange of their Huntsman common stock for Olin common stock in the direct merger or the first subsidiary merger, as applicable, except for any gain or loss that may result from the receipt of cash instead of a fractional share of Olin common stock.
Notwithstanding the above, no assurance can be given that the Internal Revenue Service will not assert, or that a court would not sustain, that the merger does not qualify as a reorganization within the meaning of Section 368(a) of the Code. If the merger were to fail to qualify as a reorganization within the meaning of Section 368(a) of the Code, a U.S. holder of our common stock generally would recognize gain or loss for U.S. federal income tax purposes upon the exchange of our common stock for Olin common stock in the direct merger or the first subsidiary merger, as applicable.
Source: SEC EDGAR, the filing index for accession 0001437749-26-025186. Last ingested by Listed: Nov 3, 2026, 14:16 ET. Listed shows no prices and gives no investment advice.