Huntsman Corporation Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

CONDENSED CONSOLIDATING FINANCIAL INFORMATION OF HUNTSMAN INTERNATIONAL LLC (UNAUDITED)(Tables)

CONDENSED CONSOLIDATING FINANCIAL INFORMATION OF HUNTSMAN INTERNATIONAL LLC (UNAUDITED)(Tables)

9 Months Ended

Sep. 30, 2011

CONDENSED CONSOLIDATING FINANCIAL INFORMATION OF HUNTSMAN INTERNATIONAL LLC (UNAUDITED)

CONDENSED CONSOLIDATING BALANCE SHEETS (UNAUDITED)

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEET (UNAUDITED)
AS OF SEPTEMBER 30, 2011
(Dollars in Millions)

			Parent Company			Guarantors			Nonguarantors			Eliminations			Consolidated Huntsman International LLC

ASSETS
Current assets:
	Cash and cash equivalents		$	6		$	2		$	226		$			$	234
	Restricted cash									6						6
	Accounts and notes receivable, net			25			147			1,590						1,762
	Accounts receivable from affiliates			1,320			3,001			93			(4,283	)		131
	Inventories			100			307			1,284			(4	)		1,687
	Prepaid expenses			10			10			57			(20	)		57
	Deferred income taxes			5						44			(9	)		40
	Other current assets			37			8			279			(37	)		287

		Total current assets		1,503			3,475			3,579			(4,353	)		4,204
Property, plant and equipment, net				398			859			2,282			2			3,541
Investment in unconsolidated affiliates				5,431			1,519			145			(6,889	)		206
Intangible assets, net				47			3			55			(4	)		101
Goodwill				(17	)		84			43						110
Deferred income taxes				42						171			(15	)		198
Notes receivable from affiliates				52			950			6			(1,002	)		6
Other noncurrent assets				73			143			252						468

		Total assets	$	7,529		$	7,033		$	6,533		$	(12,261	)	$	8,834

LIABILITIES AND EQUITY
Current liabilities:
	Accounts payable		$	66		$	243		$	631		$			$	940
	Accounts payable to affiliates			2,201			903			1,226			(4,283	)		47
	Accrued liabilities			91			133			562			(57	)		729
	Deferred income taxes						55			19			(11	)		63
	Note payable to affiliate			100												100
	Current portion of debt			43						187						230

		Total current liabilities		2,501			1,334			2,625			(4,351	)		2,109
Long-term debt				3,219						628						3,847
Notes payable to affiliates				540						1,006			(1,002	)		544
Deferred income taxes							91			78			(14	)		155
Other noncurrent liabilities				157			137			640			(1	)		933

		Total liabilities		6,417			1,562			4,977			(5,368	)		7,588
Equity Huntsman International LLC members' equity:
	Members' equity			3,076			4,731			2,359			(7,090	)		3,076
	Subsidiary preferred stock									1			(1	)
	Accumulated deficit			(1,574	)		(1,001	)		(495	)		1,496			(1,574	)
	Accumulated other comprehensive (loss) income			(390	)		1,741			(395	)		(1,346	)		(390	)

		Total Huntsman International LLC members' equity		1,112			5,471			1,470			(6,941	)		1,112
Noncontrolling interests in subsidiaries										86			48			134

		Total equity		1,112			5,471			1,556			(6,893	)		1,246

	Total liabilities and equity		$	7,529		$	7,033		$	6,533		$	(12,261	)	$	8,834

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEET (UNAUDITED)
AS OF DECEMBER 31, 2010
(Dollars in Millions)

			Parent Company			Guarantors			Nonguarantors			Eliminations			Consolidated Huntsman International LLC

ASSETS
Current assets:
	Cash and cash equivalents		$	220		$	9		$	332		$			$	561
	Restricted cash									7						7
	Accounts and notes receivable, net			17			112			1,284						1,413
	Accounts receivable from affiliates			1,275			2,530			79			(3,784	)		100
	Inventories			78			240			1,089			(11	)		1,396
	Prepaid expenses			11			6			42			(14	)		45
	Deferred income taxes			5						44			(9	)		40
	Other current assets						3			160			(3	)		160

		Total current assets		1,606			2,900			3,037			(3,821	)		3,722
Property, plant and equipment, net				417			881			2,169			2			3,469
Investment in unconsolidated affiliates				5,018			1,403			172			(6,359	)		234
Intangible assets, net				62			3			42						107
Goodwill				(17	)		84			27						94
Deferred income taxes				(9	)					161			27			179
Notes receivable from affiliates				51			930			7			(981	)		7
Other noncurrent assets				73			169			253						495

		Total assets	$	7,201		$	6,370		$	5,868		$	(11,132	)	$	8,307

LIABILITIES AND EQUITY
Current liabilities:
	Accounts payable		$	42		$	212		$	586		$			$	840
	Accounts payable to affiliates			1,892			860			1,091			(3,784	)		59
	Accrued liabilities			102			77			464			(17	)		626
	Deferred income taxes						55			19			(11	)		63
	Note payable to affiliate			100												100
	Current portion of debt			114						405						519

		Total current liabilities		2,250			1,204			2,565			(3,812	)		2,207
Long-term debt				3,320						307						3,627
Notes payable to affiliates				435						985			(981	)		439
Deferred income taxes				8			(28	)		86			28			94
Other noncurrent liabilities				160			138			555			(1	)		852

		Total liabilities		6,173			1,314			4,498			(4,766	)		7,219
Equity Huntsman International LLC members' equity:
	Members' equity			3,049			4,764			2,217			(6,981	)		3,049
	Subsidiary preferred stock									1			(1	)
	Accumulated deficit			(1,667	)		(1,308	)		(549	)		1,857			(1,667	)
	Accumulated other comprehensive (loss) income			(354	)		1,600			(318	)		(1,282	)		(354	)

		Total Huntsman International LLC members' equity		1,028			5,056			1,351			(6,407	)		1,028
Noncontrolling interests in subsidiaries										19			41			60

		Total equity		1,028			5,056			1,370			(6,366	)		1,088

	Total liabilities and equity		$	7,201		$	6,370		$	5,868		$	(11,132	)	$	8,307

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS (UNAUDITED)

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (UNAUDITED)
THREE MONTHS ENDED SEPTEMBER 30, 2011
(Dollars in Millions)

		Parent Company			Guarantors			Nonguarantors			Eliminations			Consolidated Huntsman International LLC

Revenues:
	Trade sales, services and fees, net	$	247		$	870		$	1,803		$	3		$	2,923
	Related party sales		161			117			299			(524	)		53

Total revenues			408			987			2,102			(521	)		2,976
Cost of goods sold			360			821			1,827			(527	)		2,481

Gross profit			48			166			275			6			495
Selling, general and administrative			35			20			161						216
Research and development			13			9			20						42
Other operating (income) expense			(2	)		15			(14	)					(1	)
Restructuring, impairment and plant closing costs									155						155

Operating (loss) income			2			122			(47	)		6			83
Interest (expense) income, net			(54	)		11			(23	)					(66	)
Equity in income (loss) of investment in affiliates and subsidiaries			19			(73	)		2			54			2
Loss on early extinguishment of debt			(2	)											(2	)
Other income												(1	)		(1	)

(Loss) income from continuing operations before income taxes			(35	)		60			(68	)		59			16
Income tax benefit (expense)			11			(46	)		(20	)					(55	)

(Loss) income from continuing operations			(24	)		14			(88	)		59			(39	)
(Loss) income from discontinued operations, net of tax			(7	)		(1	)		18						10

Net (loss) income			(31	)		13			(70	)		59			(29	)
Net income attributable to noncontrolling interests						(1	)		(1	)					(2	)

Net (loss) income attributable to Huntsman International LLC		$	(31	)	$	12		$	(71	)	$	59		$	(31	)

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (UNAUDITED)
THREE MONTHS ENDED SEPTEMBER 30, 2010
(Dollars in Millions)

		Parent Company			Guarantors			Nonguarantors			Eliminations			Consolidated Huntsman International LLC

Revenues:
	Trade sales, services and fees, net	$	209		$	701		$	1,450		$			$	2,360
	Related party sales		69			122			237			(387	)		41

Total revenues			278			823			1,687			(387	)		2,401
Cost of goods sold			228			687			1,452			(386	)		1,981

Gross profit			50			136			235			(1	)		420
Selling, general and administrative			56			22			124						202
Research and development			12			8			19						39
Other operating (income) expense			(10	)		(32	)		45						3
Restructuring, impairment and plant closing costs			1						3						4

Operating (loss) income			(9	)		138			44			(1	)		172
Interest (expense) income, net			(59	)		10			(20	)					(69	)
Equity income of investment in affiliates and subsidiaries			108			16			6			(127	)		3
Loss on early extinguishment of debt			(7	)											(7	)
Other income			1						1			(1	)		1

Income from continuing operations before income taxes			34			164			31			(129	)		100
Income tax benefit (expense)			22			(53	)		(9	)					(40	)

Income from continuing operations			56			111			22			(129	)		60
Income (loss) from discontinued operations, net of tax			2						(3	)					(1	)

Net income			58			111			19			(129	)		59
Net income attributable to noncontrolling interests						(1	)		(2	)		2			(1	)

Net income attributable to Huntsman International LLC		$	58		$	110		$	17		$	(127	)	$	58

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (UNAUDITED)
NINE MONTHS ENDED SEPTEMBER 30, 2011
(Dollars in Millions)

		Parent Company			Guarantors			Nonguarantors			Eliminations			Consolidated Huntsman International LLC

Revenues:
	Trade sales, services and fees, net	$	682		$	2,534		$	5,229		$			$	8,445
	Related party sales		353			400			868			(1,477	)		144

Total revenues			1,035			2,934			6,097			(1,477	)		8,589
Cost of goods sold			901			2,403			5,283			(1,463	)		7,124

Gross profit			134			531			814			(14	)		1,465
Selling, general and administrative			119			77			492						688
Research and development			37			25			61						123
Other operating expense (income)			31			(23	)		(1	)					7
Restructuring, impairment and plant closing costs									171						171

Operating (loss) income			(53	)		452			91			(14	)		476
Interest (expense) income, net			(164	)		32			(65	)					(197	)
Equity in income (loss) of investment in affiliates and subsidiaries			300			(12	)		7			(289	)		6
Loss on early extinguishment of debt			(5	)											(5	)
Other (expense) income			(16	)								16

Income from continuing operations before income taxes			62			472			33			(287	)		280
Income tax benefit (expense)			87			(166	)		(32	)					(111	)

Income from continuing operations			149			306			1			(287	)		169
Loss from discontinued operations, net of tax						(1	)		(4	)					(5	)

Income before extraordinary gain			149			305			(3	)		(287	)		164
Extraordinary gain on the acquisition of a business, net of tax of nil									2						2

Net income			149			305			(1	)		(287	)		166
Net income attributable to noncontrolling interests						(2	)		(9	)		(6	)		(17	)

Net income attributable to Huntsman International LLC		$	149		$	303		$	(10	)	$	(293	)	$	149

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (UNAUDITED)
NINE MONTHS ENDED SEPTEMBER 30, 2010
(Dollars in Millions)

		Parent Company			Guarantors			Nonguarantors			Eliminations			Consolidated Huntsman International LLC

Revenues:
	Trade sales, services and fees, net	$	599		$	1,858		$	4,232		$			$	6,689
	Related party sales		194			370			734			(1,149	)		149

Total revenues			793			2,228			4,966			(1,149	)		6,838
Cost of goods sold			659			1,924			4,298			(1,137	)		5,744

Gross profit			134			304			668			(12	)		1,094
Selling, general and administrative			126			66			433						625
Research and development			36			22			53						111
Other operating (income) expense			(37	)		1			28						(8	)
Restructuring, impairment and plant closing costs			3						21						24

Operating income			6			215			133			(12	)		342
Interest (expense) income, net			(156	)		28			(54	)					(182	)
Equity income of investment in affiliates and subsidiaries			283			65			25			(353	)		20
Loss on early extinguishment of debt			(23	)											(23	)
Other (expense) income			(9	)					3			9			3

Income from continuing operations before income taxes			101			308			107			(356	)		160
Income tax benefit (expense)			57			(88	)		(25	)					(56	)

Income from continuing operations			158			220			82			(356	)		104
(Loss) income from discontinued operations, net of tax			(9	)		68			(11	)					48

Net income			149			288			71			(356	)		152
Net income attributable to noncontrolling interests						(2	)		(4	)		3			(3	)

Net income attributable to Huntsman International LLC		$	149		$	286		$	67		$	(353	)	$	149

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (UNAUDITED)

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (UNAUDITED)
NINE MONTHS ENDED SEPTEMBER 30, 2011
(Dollars in Millions)

	Parent Company			Guarantors			Nonguarantors			Eliminations			Consolidated Huntsman International LLC

Net cash provided by (used in) operating activities	$	128		$	69		$	(125	)	$	(4	)	$	68

Investing activities:
Capital expenditures		(15	)		(41	)		(161	)					(217	)
Proceeds from settlements treated as reimbursement of capital expenditures								3						3
Cash assumed in connection with the initial consolidation of a variable interest entity								28						28
Cash paid for acquisition of a business								(23	)					(23	)
Proceeds from sale of business/assets								7						7
Decrease in receivable from affiliate		(35	)											(35	)
Investment in affiliate		(138	)		(4	)					142
Investment in unconsolidated affiliate					(17	)								(17	)
Cash received from unconsolidated affiliates					19									19
Other, net		1						(4	)		3

Net cash used in investing activities		(187	)		(43	)		(150	)		145			(235	)
Financing activities:
Net borrowings on overdraft facilities								10						10
Repayments of short-term debt								(151	)					(151	)
Borrowings on short-term debt								126						126
Repayments of long-term debt		(212	)					(75	)					(287	)
Proceeds from issuance of long-term debt								89						89
Proceeds from notes payable to affiliate		105												105
Repayments of notes payable		(23	)					(1	)					(24	)
Borrowings on notes payable		33						2						35
Debt issuance costs paid		(7	)											(7	)
Call premiums related to early extinguishment of debt		(5	)											(5	)
Contribution from parent, net					(32	)		174			(142	)
Dividends paid to parent		(56	)		(1	)					1			(56	)
Dividends paid to noncontrolling interest								(5	)					(5	)
Excess tax benefit related to stock-based compensation		10												10
Other, net								3						3

Net cash (used in) provided by financing activities		(155	)		(33	)		172			(141	)		(157	)
Effect of exchange rate changes on cash								(3	)					(3	)

Decrease in cash and cash equivalents		(214	)		(7	)		(106	)					(327	)
Cash and cash equivalents at beginning of period		220			9			332						561

Cash and cash equivalents at end of period	$	6		$	2		$	226		$			$	234

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (UNAUDITED)
NINE MONTHS ENDED SEPTEMBER 30, 2010
(Dollars in Millions)

	Parent Company			Guarantors			Nonguarantors			Eliminations			Consolidated Huntsman International LLC

Net cash used in operating activities	$	(311	)	$	(7	)	$	(5	)	$	(2	)	$	(325	)

Investing activities:
Capital expenditures		(13	)		(34	)		(85	)					(132	)
Proceeds from settlements treated as reimbursement of capital expenditures					34									34
Cash assumed in connection with the initial consolidation of a variable interest entity								11						11
Increase in receivable from affiliate		(42	)											(42	)
Investment in affiliate		(106	)		(6	)					112
Investment in unconsolidated affiliates								(4	)					(4	)
Cash received from unconsolidated affiliates					3			2						5
Other, net								1						1

Net cash used in investing activities		(161	)		(3	)		(75	)		112			(127	)
Financing activities:
Net borrowings under revolving loan facilities								(7	)					(7	)
Revolving loan facility from A/R Programs		254												254
Net borrowings on overdraft facilities								6						6
Repayments of short-term debt								(153	)					(153	)
Borrowings on short-term debt								188						188
Repayments of long-term debt		(806	)					(31	)					(837	)
Proceeds from issuance of long-term debt		700						25						725
Repayments of note payable to affiliate		(125	)											(125	)
Proceeds from note payable to affiliate		110												110
Intercompany repayments								(5	)		5
Repayments of notes payable		(29	)					(7	)					(36	)
Borrowings on notes payable		33						5						38
Debt issuance costs paid		(25	)											(25	)
Call premiums related to early extinguishment of debt		(13	)											(13	)
Contribution from parent, net					(4	)		120			(116	)
Excess tax benefit related to stock-based compensation		4												4
Other, net					(1	)					1

Net cash provided by (used in) financing activities		103			(5	)		141			(110	)		129
Effect of exchange rate changes on cash								7						7

(Decrease) increase in cash and cash equivalents		(369	)		(15	)		68						(316	)
Cash and cash equivalents at beginning of period		688			24			207						919

Cash and cash equivalents at end of period	$	319		$	9		$	275		$			$	603