Huntsman

Pro Forma

Corporation

Adjustments

Pro Forma

ASSETS

Current assets:

Cash and cash equivalents

$

150.3

$

192.0

a

$

342.3

Accounts receivable, net

1,352.9

1,352.9

Accounts receivable from affiliates

6.6

6.6

Inventories, net

1,311.0

18.1

b

1,329.1

Prepaid expenses

43.4

43.4

Deferred income taxes

31.2

31.2

Other current assets

42.1

42.1

Current assets held for sale

79.9

(79.9

)c

—

Total current assets

3,017.4

130.2

3,147.6

Property plant and equipment, net

4,585.6

4,585.6

Investment in unconsolidated affiliates

197.3

197.3

Intangible assets, net

208.7

208.7

Goodwill

91.2

91.2

Deferred income taxes

99.4

99.4

Notes receivable from affiliates

1.0

1.0

Other noncurrent assets

540.1

540.1

Noncurrent assets held for sale

86.4

(86.4

)c

—

Total assets

$

8,827.1

$

43.8

$

8,870.9

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable

$

994.0

$

994.0

Accrued liabilities

589.8

$

2.7

d

592.5

Deferred income taxes

2.5

2.5

Current portion of long-term debt

43.9

43.9

Current liabilities held for sale

39.2

(39.2

)c

—

Total current liabilities

1,669.4

(36.5

)

1,632.9

Long-term debt

4,465.9

4,465.9

Deferred income taxes

271.0

9.6

d

280.6

Other noncurrent liabilities

769.7

769.7

Noncurrent liabilities held for sale

1.3

(1.3

)c

—

Total liabilities

7,177.3

(28.2

)

7,149.1

Minority interests

27.4

27.4

Stockholders’ equity:

Common stock $0.01 par value, 1,200,000,000 shares authorized, 221,569,596 issued and 220,639,333 outstanding in 2006 and 221,200,997 issued and 220,451,484 outstangind in 2005

2.2

2.2

Mandatory convertible preferred stock $0.01 par value, 100,000,000 shares authorized, 5,750,000 issued and outstanding

287.5

287.5

Additional paid-in capital

2,790.2

2,790.2

Unearned stock-based compensatioin

(19.0

)

(19.0

)

Accumulated deficit

(1,438.2

)

72.0

e

(1,366.2

)

Accumulated other comprehensive loss

(0.3

)

(0.3

)

Total stockholders’ equity

1,622.4

72.0

1,694.4

Total liabilities and stockholders’ equity

$

8,827.1

$

43.8

$

8,870.9

Notes to Pro Forma Adjustments

a

Reflects the purchase consideration received upon closing of $192.0 million. This amount does not reflect the additional purchase consideration of $70.0 million, which is payable to us following the restart of the Company’s Port Arthur olefins unit and the related resumption of crude butadiene supply to the purchaser, provide that certain intermediate steps toward restarting the plant are taken and that the restart is within 30 months of closing.

b

Reflects the effect of the sale transaction on LIFO inventory reserves.

c

Reflects the disposition of the assets and liabilities of the Huntsman Butadiene/MTBE Business.

d

Reflects the current income tax liability and deferred income taxes associated with the gain recognized upon closing of the sale transaction.

e

Reflects the preliminary gain on the sale transaction of approximately $84 million, net of income taxes of approximately $12 million.

Huntsman

Pro Forma

Corporation

Adjustments

Pro Forma

Revenues

$

12,961.6

$

(645.2

)a

$

12,316.4

Cost of goods sold

11,209.5

(608.3

)a

10,601.2

Gross profit

1,752.1

(36.9

)

1,715.2

Operating expenses:

Selling, general and administrative

676.9

(3.7

)a

673.2

Research and development

95.5

95.5

Other operating expense

42.2

(0.4

)a

41.8

Restructuring, impairment and plant closing costs

123.6

123.6

Total expenses

938.2

(4.1

)

934.1

Operating income

813.9

(32.8

)

781.1

Interest expense, net

(426.6

)

(426.6

)

Loss on accounts receivable securitization program

(10.7

)

(10.7

)

Equity in income of unconsolidated affiliates

8.2

8.2

Loss on early extinguishment of debt

(322.5

)

(322.5

)

Other expense

(0.1

)

(0.1

)

Income from continuing operations before income taxes and minority interest

62.2

(32.8

)

29.4

Income tax expense

(23.5

)

—

b 

(23.5

)

Minority interest in subsidiaries’ income

(1.7

)

(1.7

)

Income from continuing operations

37.0

(32.8

)

4.2

Preferred stock dividends

(43.1

)

(43.1

)

Loss from continuing operations available to common stockholders

$

(6.1

)

$

(32.8

)

$

(38.9

)

Basic and diluted loss per share:

Loss from continuing operations

$

(0.03

)

$

(0.15

)c

$

(0.18

)

Weighted average shares

220.5

220.5

Notes to Pro Forma Adjustments

a

Reflects the disposition of the Huntsman Butadiene/MTBE Business’ operations as a result of the sale transaction.

b

No adjustments were made to income tax expense as the Company has a full valuation allowance on its net U.S. deferred tax assets.

c

Reflects the basic and diluted per share impact of the sale transaction.

NOTE: The above pro forma statement of operations does not reflect the preliminary gain on the sale of the Business of approximately $84 million or the related tax expense of approximately $12 million.

Huntsman

Pro Forma

Corporation

Adjustments

Pro Forma

Revenues

$

3,187.7

$

(146.1

)a

$

3,041.6

Cost of goods sold

2,809.3

(143.6

)a

2,665.7

Gross profit

378.4

(2.5

)

375.9

Operating expenses:

Selling, general and administrative

173.2

(1.2

)a

172.0

Research and development

27.3

27.3

Other operating expense

2.6

(0.2

)a

2.4

Restructuring, impairment and plant closing costs

7.8

7.8

Total expenses

210.9

(1.4

)

209.5

Operating income

167.5

(1.1

)

166.4

Interest expense, net

(86.8

)

(86.8

)

Loss on accounts receivable securitization program

(2.8

)

(2.8

)

Equity in income of unconsolidated affiliates

0.7

0.7

Other expense

(0.3

)

(0.3

)

Income from continuing operations before income taxes and minority interest

78.3

(1.1

)

77.2

Income tax expense

(8.4

)

0.1

b

(8.3

)

Minority interest in subsidiaries’ income

(0.4

)

(0.4

)

Income from continuing operations

$

69.5

$

(1.0

)

$

68.5

Basic income (loss) per share:

Income from continuing operations

$

0.31

$

—

c

$

0.31

Weighted average shares

220.6

220.6

Diluted income (loss) per share:

Income from continuing operations

$

0.30

$

(0.01

)c

$

0.29

Weighted average shares

233.1

233.1

Notes to Pro Forma Adjustments

a

Reflects the disposition of the Huntsman Butadiene/MTBE Business’ operations as a result of the sale transaction.

b

Reflects the income tax expense related to the operations of the Business that were disposed of as a result of the sale transaction.

c

Reflects the basic and diluted per share impact of the sale transaction.

NOTE: The above pro forma statement of operations does not reflect the preliminary gain on the sale of the Business of approximately $84 million or the related tax expense of approximately $12 million.

Huntsman

International

Pro Forma

LLC

Adjustments

Pro Forma

ASSETS

Current assets:

Cash and cash equivalents

$

136.6

$

192.0

a

$

328.6

Accounts receivable, net

1,352.9

1,352.9

Accounts receivable from affiliates

12.1

12.1

Inventories, net

1,311.0

18.1

b

1,329.1

Prepaid expenses

40.6

40.6

Deferred income taxes

31.2

31.2

Other current assets

28.0

28.0

Current assets held for sale

79.9

(79.9

)c

—

Total current assets

2,992.3

130.2

3,122.5

Property plant and equipment, net

4,286.0

4,286.0

Investment in unconsolidated affiliates

197.3

197.3

Intangible assets, net

214.5

214.5

Goodwill

91.2

91.2

Deferred income taxes

99.4

99.4

Notes receivable from affiliates

1.0

1.0

Other noncurrent assets

627.7

627.7

Noncurrent assets held for sale

86.4

(86.4

)c

—

Total assets

$

8,595.8

$

43.8

$

8,639.6

LIABILITIES AND MEMBER’S EQUITY

Current liabilities:

Accounts payable

$

994.0

$

994.0

Accounts payable to affiliates

6.3

6.3

Accrued liabilities

574.3

$

2.7

d

577.0

Deferred income taxes

2.5

2.5

Current portion of long-term debt

42.0

42.0

Current liabilities held for sale

39.2

(39.2

)c

—

Total current liabilities

1,658.3

(36.5

)

1,621.8

Long-term debt

4,465.9

4,465.9

Deferred income taxes

231.1

29.3

d

260.4

Other noncurrent liabilities

775.1

775.1

Noncurrent liabilities held for sale

1.3

(1.3

)c

—

Total liabilities

7,131.7

(8.5

)

7,123.2

Minority interests

27.4

27.4

Member’s equity:

Member’s equity, 2,113 units issued and outstanding

2,797.5

2,797.5

Accumulated deficit

(1,316.8

)

52.3

e

(1,264.5

)

Accumulated other comprehensive loss

(44.0

)

(44.0

)

Total member’s equity

1,436.7

52.3

1,489.0

Total liabilities and member’s equity

$

8,595.8

$

43.8

$

8,639.6

Notes to Pro Forma Adjustments

a

Reflects the purchase consideration received upon closing of $192.0 million. This amount does not reflect the additional purchase consideration of $70.0 million, which is payable to us following the restart of the Company’s Port Arthur olefins unit and the related resumption of crude butadiene supply to the purchaser, provide that certain intermediate steps toward restarting the plant are taken and that the restart is within 30 months of closing.

b

Reflects the effect of the sale transaction on LIFO inventory reserves.

c

Reflects the disposition of the assets and liabilities of the Huntsman Butadiene/MTBE Business.

d

Reflects the current income tax liability and deferred income taxes associated with the gain recognized upon closing of the sale transaction.

e

Reflects the preliminary gain on the sale transaction of approximately $84 million, net of income taxes of approximately $32 million.

Huntsman

International

Pro Forma

LLC

Adjustments

Pro Forma

Revenues

$

12,961.6

$

(645.2

)a

$

12,316.4

Cost of goods sold

11,190.4

(608.3

)a

10,582.1

Gross profit

1,771.2

(36.9

)

1,734.3

Operating expenses:

Selling, general and administrative

677.7

(3.7

)a

674.0

Research and development

95.5

95.5

Other operating expense

42.2

(0.4

)a

41.8

Restructuring, impairment and plant closing costs

123.6

123.6

Total expenses

939.0

(4.1

)

934.9

Operating income

832.2

(32.8

)

799.4

Interest expense, net

(425.6

)

(425.6

)

Loss on accounts receivable securitization program

(10.7

)

(10.7

)

Equity in income of unconsolidated affiliates

8.2

8.2

Loss on early extinguishment of debt

(167.3

)

(167.3

)

Other expense

(0.2

)

(0.2

)

Income from continuing operations before income taxes and minority interest

236.6

(32.8

)

203.8

Income tax expense

(42.8

)

—b

(42.8

)

Minority interest in subsidiaries’ income

(1.7

)

(1.7

)

Income from continuing operations

$

192.1

(32.8

)

$

159.3

Notes to Pro Forma Adjustments

a

Reflects the disposition of the Huntsman Butadiene/MTBE Business’ operations as a result of the sale transaction.

b

No adjustments were made to income tax expense as the Company has a full valuation allowance on its net U.S. deferred tax assets.

NOTE: The above pro forma statement of operations does not reflect the preliminary gain on the sale of the Business of approximately $84 million or the related tax expense of approximately $32 million.

Huntsman

International

Pro Forma

LLC

Adjustments

Pro Forma

Revenues

$

3,187.7

$

(146.1

)a

$

3,041.6

Cost of goods sold

2,805.3

(143.6

)a

2,661.7

Gross profit

382.4

(2.5

)

379.9

Operating expenses:

Selling, general and administrative

172.4

(1.2

)a

171.2

Research and development

27.3

27.3

Other operating expense

2.6

(0.2

)a

2.4

Restructuring, impairment and plant closing costs

7.8

7.8

Total expenses

210.1

(1.4

)

208.7

Operating income

172.3

(1.1

)

171.2

Interest expense, net

(88.0

)

(88.0

)

Loss on accounts receivable securitization program

(2.8

)

(2.8

)

Equity in income of unconsolidated affiliates

0.7

0.7

Other expense

(0.3

)

(0.3

)

Income from continuing operations before income taxes and minority interest

81.9

(1.1

)

80.8

Income tax expense

(13.7

)

0.2

b

(13.5

)

Minority interest in subsidiaries’ income

(0.4

)

(0.4

)

Income from continuing operations

$

67.8

$

(0.9

)

$

66.9

Notes to Pro Forma Adjustments

a

Reflects the disposition of the Huntsman Butadiene/MTBE Business’ operations as a result of the sale transaction.

b

Reflects the income tax expense related to the operations of the Business that were disposed of as a result of the sale transaction.

NOTE: The above pro forma statement of operations does not reflect the preliminary gain on the sale of the Business of approximately $84 million or the related tax expense of approximately $32 million.