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)

6 Months Ended

Jun. 30, 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 June 30, 2012 and December 31, 2011 and for the three and six months ended June 30, 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 JUNE 30, 2012
(Dollars in Millions)

	Parent Company			Guarantors			Nonguarantors			Eliminations			Consolidated Huntsman International LLC

ASSETS
Current assets:
Cash and cash equivalents	$	7		$	4		$	190		$	—		$	201
Restricted cash		—			—			9			—			9
Accounts and notes receivable, net		26			141			1,510			—			1,677
Accounts receivable from affiliates		1,385			3,678			102			(4,960	)		205
Inventories		80			274			1,299			(8	)		1,645
Prepaid expenses		5			1			29			—			35
Deferred income taxes		6			—			49			(15	)		40
Other current assets		119			4			205			(119	)		209

Total current assets		1,628			4,102			3,393			(5,102	)		4,021
Property, plant and equipment, net		381			859			2,194			2			3,436
Investment in unconsolidated affiliates		5,675			1,643			149			(7,244	)		223
Intangible assets, net		34			2			48			(4	)		80
Goodwill		(16	)		82			40			—			106
Deferred income taxes		152			—			186			(149	)		189
Notes receivable from affiliates		20			903			2			(923	)		2
Other noncurrent assets		91			135			259			1			486

Total assets	$	7,965		$	7,726		$	6,271		$	(13,419	)	$	8,543

LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	57		$	216		$	703		$	—		$	976
Accounts payable to affiliates		2,732			1,071			1,197			(4,960	)		40
Accrued liabilities		111			226			423			(119	)		641
Deferred income taxes		—			39			7			(17	)		29
Note payable to affiliate		100			—			—			—			100
Current portion of debt		17			—			126			—			143

Total current liabilities		3,017			1,552			2,456			(5,096	)		1,929
Long-term debt		3,045			—			556			—			3,601
Notes payable to affiliates		519			—			927			(923	)		523
Deferred income taxes		—			181			102			(48	)		235
Other noncurrent liabilities		173			162			591			—			926

Total liabilities		6,754			1,895			4,632			(6,067	)		7,214
Equity
Huntsman International LLC members' equity:
Members' equity		3,097			4,742			2,398			(7,140	)		3,097
Accumulated deficit		(1,248	)		(433	)		(274	)		707			(1,248	)
Accumulated other comprehensive (loss) income		(638	)		1,522			(558	)		(964	)		(638	)

Total Huntsman International LLC members' equity		1,211			5,831			1,566			(7,397	)		1,211
Noncontrolling interests in subsidiaries		—			—			73			45			118

Total equity		1,211			5,831			1,639			(7,352	)		1,329

Total liabilities and equity	$	7,965		$	7,726		$	6,271		$	(13,419	)	$	8,543

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 JUNE 30, 2012
(Dollars in Millions)

	Parent Company			Guarantors			Nonguarantors			Eliminations			Consolidated Huntsman International LLC

Revenues:
Trade sales, services and fees, net	$	250		$	861		$	1,751		$	—		$	2,862
Related party sales		168			149			291			(556	)		52

Total revenues		418			1,010			2,042			(556	)		2,914
Cost of goods sold		358			799			1,758			(533	)		2,382

Gross profit		60			211			284			(23	)		532
Selling, general and administrative		47			25			158			—			230
Research and development		11			9			18			—			38
Other operating (income) expense		(1	)		12			(9	)		—			2
Restructuring, impairment and plant closing costs		1			1			3			—			5

Operating income		2			164			114			(23	)		257
Interest (expense) income, net		(52	)		11			(20	)		—			(61	)
Equity in income of investment in affiliates and subsidiaries		184			70			1			(254	)		1
Other (expense) income		(22	)		—			1			22			1

Income from continuing operations before income taxes		112			245			96			(255	)		198
Income tax benefit (expense)		14			(59	)		(20	)		—			(65	)

Income from continuing operations		126			186			76			(255	)		133
Income (loss) from discontinued operations, net of tax		1			1			(4	)		—			(2	)

Net income		127			187			72			(255	)		131
Net income attributable to noncontrolling interests		—			(1	)		(4	)		1			(4	)

Net income attributable to Huntsman International LLC	$	127		$	186		$	68		$	(254	)	$	127

Net income	$	127		$	187		$	72		$	(255	)	$	131
Other comprehensive loss		(120	)		(137	)		(95	)		230			(122	)
Comprehensive income attributable to noncontrolling interests		—			(1	)		—			(1	)		(2	)

Comprehensive income (loss) attributable to Huntsman International LLC	$	7		$	49		$	(23	)	$	(26	)	$	7

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

	Parent Company			Guarantors			Nonguarantors			Eliminations			Consolidated Huntsman International LLC

Revenues:
Trade sales, services and fees, net	$	231		$	861		$	1,807		$	(3	)	$	2,896
Related party sales		110			149			283			(504	)		38

Total revenues		341			1,010			2,090			(507	)		2,934
Cost of goods sold		298			816			1,802			(487	)		2,429

Gross profit		43			194			288			(20	)		505
Selling, general and administrative		45			31			179			—			255
Research and development		13			8			21			—			42
Other operating income		(4	)		(11	)		(11	)		—			(26	)
Restructuring, impairment and plant closing costs		—			—			9			—			9

Operating (loss) income		(11	)		166			90			(20	)		225
Interest (expense) income, net		(54	)		11			(24	)		—			(67	)
Equity in income of investment in affiliates and subsidiaries		162			53			3			(216	)		2
Other (expense) income		(16	)		—			—			17			1

Income from continuing operations before income taxes		81			230			69			(219	)		161
Income tax benefit (expense)		36			(60	)		(10	)		—			(34	)

Income from continuing operations		117			170			59			(219	)		127
Loss from discontinued operations, net of tax		—			—			(1	)		—			(1	)

Income before extraordinary gain		117			170			58			(219	)		126
Extraordinary gain on the acquisition of a business, net of tax of nil		—			—			1			—			1

Net income		117			170			59			(219	)		127
Net income attributable to noncontrolling interests		—			(1	)		(4	)		(5	)		(10	)

Net income attributable to Huntsman International LLC	$	117		$	169		$	55		$	(224	)	$	117

Net income	$	117		$	170		$	59		$	(219	)	$	127
Other comprehensive income		60			101			61			(161	)		61
Comprehensive income attributable to noncontrolling interests		—			—			(5	)		(5	)		(10	)

Comprehensive income attributable to Huntsman International LLC	$	177		$	271		$	115		$	(385	)	$	178

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS (UNAUDITED)
SIX MONTHS ENDED JUNE 30, 2012
(Dollars in Millions)

	Parent Company			Guarantors			Nonguarantors			Eliminations			Consolidated Huntsman International LLC

Revenues:
Trade sales, services and fees, net	$	478		$	1,816		$	3,421		$	—		$	5,715
Related party sales		349			254			578			(1,069	)		112

Total revenues		827			2,070			3,999			(1,069	)		5,827
Cost of goods sold		709			1,611			3,464			(1,043	)		4,741

Gross profit		118			459			535			(26	)		1,086
Selling, general and administrative		99			51			299			—			449
Research and development		22			18			37			—			77
Other operating (income) expense		(3	)		7			3			—			7
Restructuring, impairment and plant closing costs		1			1			3			—			5

Operating (loss) income		(1	)		382			193			(26	)		548
Interest (expense) income, net		(103	)		21			(40	)		—			(122	)
Equity in income of investment in affiliates and subsidiaries		385			122			3			(507	)		3
Loss on early extinguishment of debt		(1	)		—			—			—			(1	)
Other (expense) income		(22	)		—			1			22			1

Income from continuing operations before income taxes		258			525			157			(511	)		429
Income tax benefit (expense)		33			(134	)		(25	)		—			(126	)

Income from continuing operations		291			391			132			(511	)		303
Income (loss) from discontinued operations, net of tax		2			—			(8	)		—			(6	)

Net income		293			391			124			(511	)		297
Net income attributable to noncontrolling interests		—			(1	)		(5	)		2			(4	)

Net income attributable to Huntsman International LLC	$	293		$	390		$	119		$	(509	)	$	293

Net income	$	293		$	391		$	124		$	(511	)	$	297
Other comprehensive (loss) income		(27	)		19			(15	)		(4	)		(27	)
Comprehensive income attributable to noncontrolling interests		—			(1	)		(2	)		(1	)		(4	)

Comprehensive income attributable to Huntsman International LLC	$	266		$	409		$	107		$	(516	)	$	266

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS (UNAUDITED)
SIX MONTHS ENDED JUNE 30, 2011
(Dollars in Millions)

	Parent Company			Guarantors			Nonguarantors			Eliminations			Consolidated Huntsman International LLC

Revenues:
Trade sales, services and fees, net	$	435		$	1,664		$	3,426		$	(3	)	$	5,522
Related party sales		192			283			569			(953	)		91

Total revenues		627			1,947			3,995			(956	)		5,613
Cost of goods sold		541			1,582			3,456			(936	)		4,643

Gross profit		86			365			539			(20	)		970
Selling, general and administrative		84			57			331			—			472
Research and development		24			16			41			—			81
Other operating expense (income)		33			(38	)		13			—			8
Restructuring, impairment and plant closing costs		—			—			16			—			16

Operating (loss) income		(55	)		330			138			(20	)		393
Interest (expense) income, net		(110	)		21			(42	)		—			(131	)
Equity in income of investment in affiliates and subsidiaries		281			61			5			(343	)		4
Loss on early extinguishment of debt		(3	)		—			—			—			(3	)
Other (expense) income		(16	)		—			—			17			1

Income from continuing operations before income taxes		97			412			101			(346	)		264
Income tax benefit (expense)		76			(120	)		(12	)		—			(56	)

Income from continuing operations		173			292			89			(346	)		208
Income (loss) from discontinued operations, net of tax		7			—			(22	)		—			(15	)

Income before extraordinary gain		180			292			67			(346	)		193
Extraordinary gain on the acquisition of a business, net of tax of nil		—			—			2			—			2

Net income		180			292			69			(346	)		195
Net income attributable to noncontrolling interests		—			(1	)		(8	)		(6	)		(15	)

Net income attributable to Huntsman International LLC	$	180		$	291		$	61		$	(352	)	$	180

Net income	$	180		$	292		$	69		$	(346	)	$	195
Other comprehensive income		158			308			107			(414	)		159
Comprehensive income attributable to noncontrolling interests		—			(1	)		(9	)		(6	)		(16	)

Comprehensive income attributable to Huntsman International LLC	$	338		$	599		$	167		$	(766	)	$	338

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (UNAUDITED)
SIX MONTHS ENDED JUNE 30, 2012
(Dollars in Millions)

	Parent Company			Guarantors			Nonguarantors			Eliminations			Consolidated Huntsman International LLC

Net cash provided by operating activities	$	161		$	81		$	118		$	(3	)	$	357

Investing activities:
Capital expenditures		(10	)		(33	)		(120	)		—			(163	)
Cash paid for acquisition of a business		—			—			(2	)		—			(2	)
Increase in receivable from affiliate		(29	)		—			—			—			(29	)
Investment in affiliate		(38	)		(10	)		(1	)		49			—
Investment in unconsolidated affiliate		—			(60	)		—			—			(60	)
Cash received from unconsolidated affiliates		—			40			—			—			40
Increase in restricted cash		—			—			(2	)		—			(2	)
Other, net		—			—			2			—			2

Net cash used in investing activities		(77	)		(63	)		(123	)		49			(214	)

Financing activities:
Net repayments under revolving loan facilities		—			—			(15	)		—			(15	)
Net borrowings on overdraft facilities		—			—			4			—			4
Repayments of short-term debt		—			—			(21	)		—			(21	)
Repayments of long-term debt		(100	)		—			(52	)		—			(152	)
Proceeds from issuance of long-term debt		—			—			1			—			1
Proceeds from notes payable to affiliate		84			—			—			—			84
Repayments of notes payable		(15	)		—			(9	)		—			(24	)
Borrowings on notes payable		—			—			1			—			1
Debt issuance costs paid		(4	)		—			—			—			(4	)
Call premiums related to early extinguishment of debt		(2	)		—			—			—			(2	)
Contribution from parent		—			10			61			(71	)		—
Distribution to parent		—			(23	)		—			23			—
Dividends paid to parent		(48	)		(1	)		(1	)		2			(48	)
Excess tax benefit related to stock-based compensation		4			—			—			—			4

Net cash used in financing activities		(81	)		(14	)		(31	)		(46	)		(172	)
Effect of exchange rate changes on cash		—			—			(1	)		—			(1	)

Increase (decrease) in cash and cash equivalents		3			4			(37	)		—			(30	)
Cash and cash equivalents at beginning of period		4			—			227			—			231

Cash and cash equivalents at end of period	$	7		$	4		$	190		$	—		$	201

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (UNAUDITED)
SIX MONTHS ENDED JUNE 30, 2011
(Dollars in Millions)

	Parent Company			Guarantors			Nonguarantors			Eliminations			Consolidated Huntsman International LLC

Net cash provided by (used in) operating activities	$	86		$	45		$	(128	)	$	(6	)	$	(3	)

Investing activities:
Capital expenditures		(7	)		(29	)		(88	)		—			(124	)
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		—			—			3			—			3
Decrease in receivable from affiliate		8			—			—			—			8
Investment in affiliate		(106	)		(1	)		—			107			—
Investment in unconsolidated affiliate		—			(10	)		—			—			(10	)
Cash received from unconsolidated affiliates		—			13			—			—			13
Other, net		—			—			(6	)		5			(1	)

Net cash used in investing activities		(105	)		(27	)		(83	)		112			(103	)
Financing activities:
Net borrowings under revolving loan facilities		—			—			4			—			4
Net borrowings on overdraft facilities		—			—			11			—			11
Repayments of short-term debt		—			—			(100	)		—			(100	)
Borrowings on short-term debt		—			—			76			—			76
Repayments of long-term debt		(100	)		—			(70	)		—			(170	)
Proceeds from issuance of long-term debt		—			—			71			—			71
Repayments of notes payable		(14	)		—			(1	)		—			(15	)
Borrowings on notes payable		—			—			1			—			1
Debt issuance costs paid		(7	)		—			—			—			(7	)
Call premiums related to early extinguishment of debt		(3	)		—			—			—			(3	)
Contribution from parent		—			(23	)		130			(107	)		—
Dividends paid to parent		(32	)		(1	)		—			1			(32	)
Excess tax benefit related to stock-based compensation		10			—			—			—			10

Net cash (used in) provided by financing activities		(146	)		(24	)		122			(106	)		(154	)
Effect of exchange rate changes on cash		—			—			5			—			5

Decrease in cash and cash equivalents		(165	)		(6	)		(84	)		—			(255	)
Cash and cash equivalents at beginning of period		220			9			332			—			561

Cash and cash equivalents at end of period	$	55		$	3		$	248		$	—		$	306