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)

CONDENSED CONSOLIDATING FINANCIAL INFORMATION OF HUNTSMAN INTERNATIONAL LLC (UNAUDITED) (HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES)

3 Months Ended

Mar. 31, 2012

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATING FINANCIAL INFORMATION OF HUNTSMAN INTERNATIONAL LLC (UNAUDITED)

CONDENSED CONSOLIDATING FINANCIAL INFORMATION OF HUNTSMAN INTERNATIONAL LLC (UNAUDITED)

20. CONDENSED CONSOLIDATING FINANCIAL INFORMATION OF HUNTSMAN INTERNATIONAL LLC (UNAUDITED)

The following condensed consolidating financial statements (unaudited) present, in separate columns, financial information for the following: Huntsman International (on a parent only basis), with its investment in subsidiaries recorded under the equity method; the Guarantors on a combined, and where appropriate, consolidated basis; and the nonguarantors on a combined, and where appropriate, consolidated basis. Additional columns present eliminating adjustments and consolidated totals as of March 31, 2012 and December 31, 2011 and for the three months ended March 31, 2012 and 2011. There are no contractual restrictions limiting transfers of cash from the Guarantors to Huntsman International. Each of the Guarantors is 100% owned by Huntsman International and has fully and unconditionally guaranteed Huntsman International's outstanding notes on a joint and several basis.

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEETS (UNAUDITED)
AS OF MARCH 31, 2012
(Dollars in Millions)

	Parent Company			Guarantors			Nonguarantors			Eliminations			Consolidated Huntsman International LLC

ASSETS
Current assets:
Cash and cash equivalents	$	2		$	3		$	225		$	—		$	230
Restricted cash		—			—			15			—			15
Accounts and notes receivable, net		26			213			1,562			—			1,801
Accounts receivable from affiliates		1,317			3,384			182			(4,702	)		181
Inventories		100			283			1,261			(6	)		1,638
Prepaid expenses		10			4			39			(7	)		46
Deferred income taxes		6			—			50			(15	)		41
Other current assets		101			4			191			(100	)		196

Total current assets		1,562			3,891			3,525			(4,830	)		4,148
Property, plant and equipment, net		385			864			2,291			2			3,542
Investment in unconsolidated affiliates		5,641			1,675			148			(7,241	)		223
Intangible assets, net		37			2			53			(3	)		89
Goodwill		(17	)		82			43			—			108
Deferred income taxes		163			—			194			(188	)		169
Notes receivable from affiliates		20			941			2			(961	)		2
Other noncurrent assets		75			132			269			—			476

Total assets	$	7,866		$	7,587		$	6,525		$	(13,221	)	$	8,757

LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	78		$	235		$	776		$	—		$	1,089
Accounts payable to affiliates		2,590			1,017			1,138			(4,702	)		43
Accrued liabilities		74			192			495			(107	)		654
Deferred income taxes		—			39			7			(17	)		29
Note payable to affiliate		100			—			—			—			100
Current portion of debt		38			—			155			—			193

Total current liabilities		2,880			1,483			2,571			(4,826	)		2,108
Long-term debt		3,037			—			591			—			3,628
Notes payable to affiliates		537			—			965			(961	)		541
Deferred income taxes		—			142			99			(86	)		155
Other noncurrent liabilities		189			168			629			—			986

Total liabilities		6,643			1,793			4,855			(5,873	)		7,418
Equity
Huntsman International LLC members' equity:
Members' equity		3,092			4,751			2,408			(7,159	)		3,092
Accumulated deficit		(1,351	)		(616	)		(344	)		960			(1,351	)
Accumulated other comprehensive (loss) income		(518	)		1,659			(468	)		(1,191	)		(518	)

Total Huntsman International LLC members' equity		1,223			5,794			1,596			(7,390	)		1,223
Noncontrolling interests in subsidiaries		—			—			74			42			116

Total equity		1,223			5,794			1,670			(7,348	)		1,339

Total liabilities and equity	$	7,866		$	7,587		$	6,525		$	(13,221	)	$	8,757

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEETS (UNAUDITED)
AS OF DECEMBER 31, 2011
(Dollars in Millions)

	Parent Company			Guarantors			Nonguarantors			Eliminations			Consolidated Huntsman International LLC

ASSETS
Current assets:
Cash and cash equivalents	$	4		$	—		$	227		$	—		$	231
Restricted cash		—			—			8			—			8
Accounts and notes receivable, net		13			151			1,365			—			1,529
Accounts receivable from affiliates		1,105			3,041			93			(4,091	)		148
Inventories		105			271			1,167			(4	)		1,539
Prepaid expenses		9			7			43			(13	)		46
Deferred income taxes		6			—			49			(15	)		40
Other current assets		90			9			222			(101	)		220

Total current assets		1,332			3,479			3,174			(4,224	)		3,761
Property, plant and equipment, net		393			868			2,247			2			3,510
Investment in unconsolidated affiliates		5,286			1,460			147			(6,691	)		202
Intangible assets, net		42			2			52			(3	)		93
Goodwill		(16	)		82			48			—			114
Deferred income taxes		154			—			191			(182	)		163
Notes receivable from affiliates		20			920			5			(940	)		5
Other noncurrent assets		81			137			264			—			482

Total assets	$	7,292		$	6,948		$	6,128		$	(12,038	)	$	8,330

LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	53		$	205		$	604		$	—		$	862
Accounts payable to affiliates		2,244			822			1,089			(4,091	)		64
Accrued liabilities		117			204			487			(114	)		694
Deferred income taxes		—			39			7			(17	)		29
Note payable to affiliate		100			—			—			—			100
Current portion of debt		33			—			179			—			212

Total current liabilities		2,547			1,270			2,366			(4,222	)		1,961
Long-term debt		3,128			—			602			—			3,730
Notes payable to affiliates		435			—			944			(940	)		439
Deferred income taxes		9			79			98			(80	)		106
Other noncurrent liabilities		196			163			644			—			1,003

Total liabilities		6,315			1,512			4,654			(5,242	)		7,239
Equity
Huntsman International LLC members' equity:
Members' equity		3,081			4,754			2,343			(7,097	)		3,081
Accumulated deficit		(1,493	)		(820	)		(396	)		1,216			(1,493	)
Accumulated other comprehensive (loss) income		(611	)		1,502			(546	)		(956	)		(611	)

Total Huntsman International LLC members' equity		977			5,436			1,401			(6,837	)		977
Noncontrolling interests in subsidiaries		—			—			73			41			114

Total equity		977			5,436			1,474			(6,796	)		1,091

Total liabilities and equity	$	7,292		$	6,948		$	6,128		$	(12,038	)	$	8,330

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2012
(Dollars in Millions)

	Parent Company			Guarantors			Nonguarantors			Eliminations			Consolidated Huntsman International LLC

Revenues:
Trade sales, services and fees, net	$	228		$	955		$	1,670		$	—		$	2,853
Related party sales		181			105			287			(513	)		60

Total revenues		409			1,060			1,957			(513	)		2,913
Cost of goods sold		351			812			1,706			(510	)		2,359

Gross profit		58			248			251			(3	)		554
Selling, general and administrative		52			26			141			—			219
Research and development		11			9			19			—			39
Other operating (income) expense		(2	)		(5	)		12			—			5

Operating (loss) income		(3	)		218			79			(3	)		291
Interest (expense) income, net		(51	)		10			(20	)		—			(61	)
Equity in income of investment in affiliates and subsidiaries		201			52			2			(253	)		2
Loss on early extinguishment of debt		(1	)		—			—			—			(1	)

Income from continuing operations before income taxes		146			280			61			(256	)		231
Income tax benefit (expense)		19			(75	)		(5	)		—			(61	)

Income from continuing operations		165			205			56			(256	)		170
Income (loss) from discontinued operations, net of tax		1			(1	)		(4	)		—			(4	)

Net income		166			204			52			(256	)		166
Net income attributable to noncontrolling interests		—			—			(1	)		1			—

Net income attributable to Huntsman International LLC	$	166		$	204		$	51		$	(255	)	$	166

Net income	$	166		$	204		$	52		$	(256	)	$	166
Other comprehensive income		93			156			80			(234	)		95
Comprehensive income attributable to noncontrolling interests		—			—			(2	)		—			(2	)

Comprehensive income attributable to Huntsman International LLC	$	259		$	360		$	130		$	(490	)	$	259

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2011
(Dollars in Millions)

	Parent Company			Guarantors			Nonguarantors			Eliminations			Consolidated Huntsman International LLC

Revenues:
Trade sales, services and fees, net	$	204		$	803		$	1,619		$	—		$	2,626
Related party sales		82			134			286			(449	)		53

Total revenues		286			937			1,905			(449	)		2,679
Cost of goods sold		243			766			1,654			(449	)		2,214

Gross profit		43			171			251			—			465
Selling, general and administrative		39			26			152			—			217
Research and development		11			8			20			—			39
Other operating expense (income)		37			(27	)		24			—			34
Restructuring, impairment and plant closing costs		—			—			7			—			7

Operating (loss) income		(44	)		164			48			—			168
Interest (expense) income, net		(56	)		10			(18	)		—			(64	)
Equity in income of investment in affiliates and subsidiaries		119			8			2			(127	)		2
Loss on early extinguishment of debt		(3	)		—			—			—			(3	)

Income from continuing operations before income taxes		16			182			32			(127	)		103
Income tax benefit (expense)		40			(60	)		(2	)		—			(22	)

Income from continuing operations		56			122			30			(127	)		81
Income (loss) from discontinued operations, net of tax		7			—			(21	)		—			(14	)

Income before extraordinary gain		63			122			9			(127	)		67
Extraordinary gain on the acquisition of a business, net of tax of nil		—			—			1			—			1

Net income		63			122			10			(127	)		68
Net income attributable to noncontrolling interests		—			—			(4	)		(1	)		(5	)

Net income attributable to Huntsman International LLC	$	63		$	122		$	6		$	(128	)	$	63

Net income	$	63		$	122		$	10		$	(127	)	$	68
Other comprehensive income		98			207			46			(253	)		98
Comprehensive income attributable to noncontrolling interests		—			(1	)		(4	)		(1	)		(6	)

Comprehensive income attributable to Huntsman International LLC	$	161		$	328		$	52		$	(381	)	$	160

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2012
(Dollars in Millions)

	Parent Company			Guarantors			Nonguarantors			Eliminations			Consolidated Huntsman International LLC

Net cash provided by operating activities	$	96		$	50		$	43		$	—		$	189

Investing activities:
Capital expenditures		(5	)		(17	)		(59	)		—			(81	)
Increase in receivable from affiliate		(20	)		—			—			—			(20	)
Investment in consolidated affiliate		(55	)		(9	)		(1	)		65			—
Investment in unconsolidated affiliate		—			(34	)		—			—			(34	)
Cash received from unconsolidated affiliates		—			15			—			—			15
Acquisition of a business		—			—			(2	)					(2	)
Increase in restricted cash		—			—			(8	)		—			(8	)
Other, net		—			—			1			—			1

Net cash used in investing activities		(80	)		(45	)		(69	)		65			(129	)

Financing activities:
Net repayments under revolving loan facilities		—			—			(17	)		—			(17	)
Net borrowings on overdraft facilities		—			—			3			—			3
Repayments of short-term debt		—			—			(4	)		—			(4	)
Repayments of long-term debt		(86	)		—			(23	)		—			(109	)
Proceeds from notes payable to affiliate		102			—			—			—			102
Repayments of notes payable		(9	)		—			(8	)		—			(17	)
Borrowings on notes payable		—			—			1			—			1
Debt issuance costs paid		(4	)		—			—			—			(4	)
Call premiums related to early extinguishment of debt		(1	)		—			—			—			(1	)
Contribution from parent		—			9			67			(76	)		—
Distribution to parent		—			(11	)		—			11			—
Dividends paid to parent		(24	)		—			—			—			(24	)
Excess tax benefit related to stock-based compensation		4			—			—			—			4
Other, net		—			—			1			—			1

Net cash (used in) provided by financing activities		(18	)		(2	)		20			(65	)		(65	)
Effect of exchange rate changes on cash		—			—			4			—			4

(Decrease) increase in cash and cash equivalents		(2	)		3			(2	)		—			(1	)
Cash and cash equivalents at beginning of period		4			—			227			—			231

Cash and cash equivalents at end of period	$	2		$	3		$	225		$	—		$	230

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2011
(Dollars in Millions)

	Parent Company			Guarantors			Nonguarantors			Eliminations			Consolidated Huntsman International LLC

Net cash provided by (used in) operating activities	$	29		$	23		$	(176	)	$	—		$	(124	)

Investing activities:
Capital expenditures		(3	)		(17	)		(40	)		—			(60	)
Decrease in receivable from affiliate		8			—			—			—			8
Investment in consolidated affiliate		(86	)		(1	)		—			87			—
Investment in unconsolidated affiliate		—			(6	)		—			—			(6	)
Cash received from unconsolidated affiliates		—			9			—			—			9

Net cash used in investing activities		(81	)		(15	)		(40	)		87			(49	)

Financing activities:
Net borrowings on overdraft facilities		—			—			7			—			7
Repayments of short-term debt		—			—			(78	)		—			(78	)
Borrowings on short-term debt		—			—			65			—			65
Repayments of long-term debt		(100	)		—			(20	)		—			(120	)
Proceeds from issuance of long-term debt		—			—			9			—			9
Repayments of notes payable		(8	)		—			(1	)		—			(9	)
Borrowings on notes payable		—			—			1			—			1
Debt issuance costs paid		(4	)		—			—			—			(4	)
Call premiums paid related to early extinguishment of debt		(3	)		—			—			—			(3	)
Contribution from parent, net		—			(11	)		98			(87	)		—
Dividends paid		(8	)		—			—			—			(8	)
Excess tax benefit related to stock-based compensation		7			—			—			—			7

Net cash (used in) provided by financing activities		(116	)		(11	)		81			(87	)		(133	)
Effect of exchange rate changes on cash		—			—			3			—			3

Decrease in cash and cash equivalents		(168	)		(3	)		(132	)		—			(303	)
Cash and cash equivalents at beginning of period		220			9			332			—			561

Cash and cash equivalents at end of period	$	52		$	6		$	200		$	—		$	258