Huntsman Corporation Registration of securities issued in business combination transactions

Registration of securities issued in business combination transactions

CONDENSED CONSOLIDATING FINANCIAL INFORMATION (UNAUDITED)

CONDENSED CONSOLIDATING FINANCIAL INFORMATION (UNAUDITED)

9 Months Ended

Sep. 30, 2012

CONDENSED CONSOLIDATING FINANCIAL INFORMATION (UNAUDITED)

CONDENSED CONSOLIDATING FINANCIAL INFORMATION (UNAUDITED)

20. CONDENSED CONSOLIDATING FINANCIAL INFORMATION (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 our 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 September 30, 2012 and December 31, 2011 and for the three and nine months ended September 30, 2012 and 2011. There are no contractual restrictions limiting transfers of cash from the guarantors to our Company. Each of the guarantors is 100% owned by us and has fully and unconditionally guaranteed our outstanding notes on a joint and several basis.

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEETS (UNAUDITED)
AS OF SEPTEMBER 30, 2012
(Dollars in Millions)

	Parent Company			Guarantors			Nonguarantors			Eliminations			Consolidated Huntsman International LLC

ASSETS
Current assets:
Cash and cash equivalents	$	4		$	3		$	264		$	-		$	271
Restricted cash		-			-			9			-			9
Accounts and notes receivable, net		34			146			1,446			-			1,626
Accounts receivable from affiliates		1,621			3,933			119			(5,410	)		263
Inventories		91			312			1,411			(7	)		1,807
Prepaid expenses		9			11			61			(18	)		63
Deferred income taxes		6			-			49			(15	)		40
Other current assets		218			4			230			(218	)		234

Total current assets		1,983			4,409			3,589			(5,668	)		4,313
Property, plant and equipment, net		375			859			2,297			-			3,531
Investment in unconsolidated affiliates		5,875			1,670			134			(7,456	)		223
Intangible assets, net		30			2			47			(4	)		75
Goodwill		(16	)		82			41			-			107
Deferred income taxes		66			-			189			(65	)		190
Notes receivable from affiliates		20			928			2			(948	)		2
Other noncurrent assets		84			133			267			-			484

Total assets	$	8,417		$	8,083		$	6,566		$	(14,141	)	$	8,925

LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	55		$	251		$	711		$	-		$	1,017
Accounts payable to affiliates		2,955			1,119			1,386			(5,409	)		51
Accrued liabilities		91			353			509			(235	)		718
Deferred income taxes		-			39			7			(17	)		29
Note payable to affiliate		100			-			-			-			100
Current portion of debt		24			-			106			-			130

Total current liabilities		3,225			1,762			2,719			(5,661	)		2,045
Long-term debt		2,995			-			555			-			3,550
Notes payable to affiliates		607			-			952			(949	)		610
Deferred income taxes		-			144			94			34			272
Other noncurrent liabilities		173			152			582			-			907

Total liabilities		7,000			2,058			4,902			(6,576	)		7,384
Equity
Huntsman International LLC members' equity:
Members' equity		3,103			4,732			2,349			(7,081	)		3,103
Accumulated deficit		(1,155	)		(289	)		(295	)		584			(1,155	)
Accumulated other comprehensive (loss) income		(531	)		1,582			(471	)		(1,111	)		(531	)

Total Huntsman International LLC members' equity		1,417			6,025			1,583			(7,608	)		1,417
Noncontrolling interests in subsidiaries		-			-			81			43			124

Total equity		1,417			6,025			1,664			(7,565	)		1,541

Total liabilities and equity	$	8,417		$	8,083		$	6,566		$	(14,141	)	$	8,925

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 SEPTEMBER 30, 2012
(Dollars in Millions)

	Parent Company			Guarantors			Nonguarantors			Eliminations			Consolidated Huntsman International LLC

Revenues:
Trade sales, services and fees, net	$	240		$	838		$	1,613		$	-		$	2,691
Related party sales		187			92			306			(535	)		50

Total revenues		427			930			1,919			(535	)		2,741
Cost of goods sold		362			689			1,706			(558	)		2,199

Gross profit		65			241			213			23			542
Selling, general and administrative		43			25			152			-			220
Research and development		10			9			16			-			35
Other operating (income) expense		(1	)		(5	)		4			2			-
Restructuring, impairment and plant closing costs (credits)		1			(1	)		47			-			47

Operating income (loss)		12			213			(6	)		21			240
Interest (expense) income, net		(52	)		10			(17	)		-			(59	)
Equity in income (loss) of investment in affiliates and subsidiaries		146			(20	)		3			(127	)		2
Loss on early extinguishment of debt		(1	)		-			-			-			(1	)
Other income		-			21			1			(21	)		1

Income (loss) from continuing operations before income taxes		105			224			(19	)		(127	)		183
Income tax benefit (expense)		11			(80	)		7			-			(62	)

Income (loss) from continuing operations		116			144			(12	)		(127	)		121
Income (loss) from discontinued operations, net of tax		1			-			(2	)		-			(1	)

Income (loss) before extraordinary gain		117			144			(14	)		(127	)		120
Extraordinary gain on the acquisition of a business, net of tax of nil		-			-			1			-			1

Net income (loss)		117			144			(13	)		(127	)		121
Net loss (income) attributable to noncontrolling interests		-			1			(6	)		1			(4	)

Net income (loss) attributable to Huntsman International LLC	$	117		$	145		$	(19	)	$	(126	)	$	117

Net income (loss)	$	117		$	144		$	(13	)	$	(127	)	$	121
Other comprehensive income		107			61			87			(146	)		109
Comprehensive income (loss) attributable to noncontrolling interests		-			1			(8	)		1			(6	)

Comprehensive income attributable to Huntsman International LLC	$	224		$	206		$	66		$	(272	)	$	224

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS 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 income (loss)		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 expense		-			-			-			(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	)

Net (loss) income	$	(31	)	$	13		$	(70	)	$	59		$	(29	)
Other comprehensive loss		(194	)		(167	)		(184	)		351			(194	)
Comprehensive income attributable to noncontrolling interests		-			-			(2	)		-			(2	)

Comprehensive loss attributable to Huntsman International LLC	$	(225	)	$	(154	)	$	(256	)	$	410		$	(225	)

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

	Parent Company			Guarantors			Nonguarantors			Eliminations			Consolidated Huntsman International LLC

Revenues:
Trade sales, services and fees, net	$	718		$	2,654		$	5,034		$	-		$	8,406
Related party sales		536			346			884			(1,604	)		162

Total revenues		1,254			3,000			5,918			(1,604	)		8,568
Cost of goods sold		1,071			2,300			5,170			(1,601	)		6,940

Gross profit		183			700			748			(3	)		1,628
Selling, general and administrative		142			76			451			-			669
Research and development		32			27			53			-			112
Other operating (income) expense		(4	)		2			7			2			7
Restructuring, impairment and plant closing costs		2			-			50			-			52

Operating income		11			595			187			(5	)		788
Interest (expense) income, net		(155	)		31			(57	)		-			(181	)
Equity in income of investment in affiliates and subsidiaries		531			102			6			(634	)		5
Loss on early extinguishment of debt		(2	)		-			-			-			(2	)
Other (expense) income		(22	)		21			2			1			2

Income from continuing operations before income taxes		363			749			138			(638	)		612
Income tax benefit (expense)		44			(214	)		(18	)		-			(188	)

Income from continuing operations		407			535			120			(638	)		424
Income (loss) from discontinued operations, net of tax		3			-			(10	)		-			(7	)

Income before extraordinary gain		410			535			110			(638	)		417
Extraordinary gain on the acquisition of a business, net of tax of nil		-			-			1			-			1

Net income		410			535			111			(638	)		418
Net income attributable to noncontrolling interests		-			-			(11	)		3			(8	)

Net income attributable to Huntsman International LLC	$	410		$	535		$	100		$	(635	)	$	410

Net income	$	410		$	535		$	111		$	(638	)	$	418
Other comprehensive income		80			80			72			(150	)		82
Comprehensive income attributable to noncontrolling interests		-			-			(10	)		-			(10	)

Comprehensive income attributable to Huntsman International LLC	$	490		$	615		$	173		$	(788	)	$	490

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS 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		(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 (loss) 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 (loss)		149			305			(1	)		(287	)		166
Net income attributable to noncontrolling interests		-			(2	)		(9	)		(6	)		(17	)

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

Net income (loss)	$	149		$	305		$	(1	)	$	(287	)	$	166
Other comprehensive (loss) income		(36	)		141			(77	)		(63	)		(35	)
Comprehensive income attributable to noncontrolling interests		-			(1	)		(11	)		(6	)		(18	)

Comprehensive income (loss) attributable to Huntsman International LLC	$	113		$	445		$	(89	)	$	(356	)	$	113

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

	Parent Company					Nonguarantors			Eliminations			Consolidated Huntsman International LLC

Net cash provided by operating activities	$	161		124		$	349		$	(1	)	$	633

Investing activities:
Capital expenditures		(14	)	(55	)		(179	)		-			(248	)
Cash paid for acquisition of a business		-		-			(17	)		(1	)		(18	)
Increase in receivable from affiliate		(97	)	-			-			-			(97	)
Investment in affiliate		23		(11	)		-			(12	)		-
Investment in unconsolidated affiliate		(3	)	(81	)		-			-			(84	)
Cash received from unconsolidated affiliates		-		51			-			-			51
Increase in restricted cash		-		-			(2	)		-			(2	)
Other, net		-		-			2			-			2

Net cash used in investing activities		(91	)	(96	)		(196	)		(13	)		(396	)

Financing activities:
Net repayments under revolving loan facilities		-		-			(16	)		-			(16	)
Net borrowings on overdraft facilities		-		-			2			-			2
Repayments of short-term debt		-		-			(40	)		-			(40	)
Repayments of long-term debt		(175	)	-			(67	)		-			(242	)
Proceeds from issuance of long-term debt		-		-			3			-			3
Proceeds from notes payable to affiliate		172		-			-			-			172
Repayments of notes payable		(24	)	-			(9	)		-			(33	)
Borrowings on notes payable		33		-			1			-			34
Debt issuance costs paid		(4	)	-			-			-			(4	)
Call premiums related to early extinguishment of debt		(2	)	-			-			-			(2	)
Contribution from parent		-		11			11			(22	)		-
Distribution to parent		-		(35	)		-			35			-
Dividends paid to parent		(72	)	(1	)		(1	)		2			(72	)
Excess tax benefit related to stock-based compensation		4		-			-			-			4
Other, net		(2	)	-			(2	)		(1	)		(5	)

Net cash used in financing activities		(70	)	(25	)		(118	)		14			(199	)
Effect of exchange rate changes on cash		-		-			2			-			2

Increase in cash and cash equivalents		-		3			37			-			40
Cash and cash equivalents at beginning of period		4		-			227			-			231

Cash and cash equivalents at end of period	$	4		3		$	264		$	-		$	271

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS 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
Increase 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		-			(32	)		174			(142	)		-
Dividends paid to noncontrolling interest		-			-			(5	)		-			(5	)
Dividends paid to parent		(56	)		(1	)		-			1			(56	)
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