Huntsman Corporation Registration of securities issued in business combination transactions

Registration of securities issued in business combination transactions

CONDENSED CONSOLIDATING FINANCIAL INFORMATION

CONDENSED CONSOLIDATING FINANCIAL INFORMATION

12 Months Ended

Dec. 31, 2011

CONDENSED CONSOLIDATING FINANCIAL INFORMATION (UNAUDITED)

CONDENSED CONSOLIDATING FINANCIAL INFORMATION

28. CONDENSED CONSOLIDATING FINANCIAL INFORMATION

The following condensed consolidating financial statements present, in separate columns, financial information for the following: Huntsman International LLC (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 non-guarantors on a combined, and where appropriate, consolidated basis. Additional columns present eliminating adjustments and consolidated totals as of December 31, 2011 and 2010 and for the years ended December 31, 2011, 2010 and 2009. There are no contractual restrictions limiting transfers of cash from guarantor subsidiaries 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
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 BALANCE SHEETS
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

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
YEAR ENDED DECEMBER 31, 2011
(Dollars in Millions)

	Parent Company			Guarantors			Nonguarantors			Eliminations			Consolidated Huntsman International LLC

Revenues:
Trade sales, services and fees, net	$	885		$	3,349		$	6,807		$	-		$	11,041
Related party sales		453			493			1,098			(1,864	)		180

Total revenues		1,338			3,842			7,905			(1,864	)		11,221
Cost of goods sold		1,178			3,160			6,855			(1,830	)		9,363

Gross profit		160			682			1,050			(34	)		1,858
Selling, general and administrative		182			97			637			-			916
Research and development		50			34			82			-			166
Other operating expense (income)		35			(18	)		(37	)		-			(20	)
Restructuring, impairment and plant closing costs		1			-			166			-			167

Operating (loss) income		(108	)		569			202			(34	)		629
Interest (expense) income, net		(216	)		43			(89	)		-			(262	)
Equity in income of investment in affiliates and subsidiaries		381			77			9			(459	)		8
Loss on early extinguishment of debt		(7	)		-			-			-			(7	)
Other (expense) income		(35	)		-			1			36			2

Income from continuing operations before income taxes		15			689			123			(457	)		370
Income tax benefit (expense)		232			(210	)		(35	)		(100	)		(113	)

Income from continuing operations		247			479			88			(557	)		257
Income (loss) from discontinued operations, net of tax		6			(1	)		(6	)		-			(1	)

Income before extraordinary gain		253			478			82			(557	)		256
Extraordinary gain on the acquisition of a business, net of tax of nil		-			-			4			-			4

Net income		253			478			86			(557	)		260
Net income attributable to noncontrolling interests		-			(2	)		(6	)		1			(7	)

Net income attributable to Huntsman International LLC	$	253		$	476		$	80		$	(556	)	$	253

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
YEAR ENDED DECEMBER 31, 2010
(Dollars in Millions)

	Parent Company			Guarantors			Nonguarantors			Eliminations			Consolidated Huntsman International LLC

Revenues:
Trade sales, services and fees, net	$	790		$	2,514		$	5,745		$	-		$	9,049
Related party sales		262			513			958			(1,532	)		201

Total revenues		1,052			3,027			6,703			(1,532	)		9,250
Cost of goods sold		869			2,594			5,815			(1,506	)		7,772

Gross profit		183			433			888			(26	)		1,478
Operating expenses:
Selling, general and administrative		185			88			582			-			855
Research and development		52			30			69			-			151
Other operating (income) expense		(34	)		11			23			-			-
Restructuring, impairment and plant closing costs		1			3			25			-			29

Operating income		(21	)		301			189			(26	)		443
Interest (expense) income, net		(215	)		38			(71	)		-			(248	)
Equity in (loss) income of investment in affiliates and subsidiaries		(1,199	)		91			24			1,108			24
Loss on early extinguishment of debt		(37	)		-			-			-			(37	)
Dividends income		1,569			-			-			(1,569	)		-
Other (expense) income		(25	)		-			2			25			2

Income from continuing operations before income taxes		72			430			144			(462	)		184
Income tax benefit (expense)		101			(127	)		(14	)		-			(40	)

Income from continuing operations		173			303			130			(462	)		144
Income (loss) from discontinued operations, net of tax		7			68			(33	)		-			42

Income before extraordinary loss		180			371			97			(462	)		186
Extraordinary loss on the acquisition of a business, net of tax of nil		-			-			(1	)		-			(1	)

Net income		180			371			96			(462	)		185
Net income attributable to noncontrolling interests		-			(2	)		(4	)		1			(5	)

Net income attributable to Huntsman International LLC	$	180		$	369		$	92		$	(461	)	$	180

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
YEAR ENDED DECEMBER 31, 2009
(Dollars in Millions)

	Parent Company			Guarantors			Nonguarantors			Eliminations			Consolidated Huntsman International LLC

Revenues:
Trade sales, services and fees	$	654		$	2,106		$	4,809		$	-		$	7,569
Related party sales		178			373			644			(1,099	)		96

Total revenues		832			2,479			5,453			(1,099	)		7,665
Cost of goods sold		676			1,983			4,977			(1,066	)		6,570

Gross profit		156			496			476			(33	)		1,095
Operating expenses:
Selling, general and administrative		154			123			562			-			839
Research and development		51			30			64			-			145
Other operating (income) expense		(24	)		(31	)		37			-			(18	)
Restructuring, impairment and plant closing costs		9			2			77			-			88

Operating (loss) income		(34	)		372			(264	)		(33	)		41
Interest (expense) income, net		(214	)		40			(66	)		-			(240	)
Loss on accounts receivable securitization program		(15	)		(2	)		(6	)		-			(23	)
Equity in (loss) income of investment in affiliates and subsidiaries		(317	)		(514	)		6			828			3
Loss on early extinguishment of debt		(21	)		-			-			-			(21	)
Other expense		(33	)		-			-			33			-

Loss from continuing operations before income taxes		(634	)		(104	)		(330	)		828			(240	)
Income tax benefit (expense)		224			(148	)		(179	)		(56	)		(159	)

Loss from continuing operations		(410	)		(252	)		(509	)		772			(399	)
Loss from discontinued operations, net of tax		-			(11	)		(8	)		-			(19	)
Loss before extraordinary gain		(410	)		(263	)		(517	)		772			(418	)

Extraordinary gain on the acquisition of a business, net of tax of nil		-			-			6			-			6

Net loss		(410	)		(263	)		(511	)		772			(412	)
Net loss attributable to noncontrolling interests		-			1			2			(1	)		2

Net loss attributable to Huntsman International LLC	$	(410	)	$	(262	)	$	(509	)	$	771		$	(410	)

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
YEAR ENDED DECEMBER 31, 2011
(Dollars in Millions)

	Parent Company			Guarantors			Nonguarantors			Eliminations			Consolidated Huntsman International LLC

Net cash provided by operating activities	$	304		$	99		$	34		$	(5	)	$	432

Investing activities:
Capital expenditures		(21	)		(70	)		(239	)		-			(330	)
Proceeds from settlements treated as reimbursement of capital expenditures		-			-			3			-			3
Acquisition of businesses, net of cash acquired and post-closing adjustments		-			-			(34	)		-			(34	)
Cash assumed in connection with the initial consolidation of a variable interest entity		-			-			28			-			28
Proceeds from sale of businesses/assets		-			8			40			-			48
Increase in receivable from affiliate		(57	)		-			-			-			(57	)
Investment in affiliate		(56	)		(16	)		-			72			-
Investment in unconsolidated affiliate		-			(26	)		-			-			(26	)
Cash received from unconsolidated affiliates		-			30			2			-			32
Other, net		-			-			(4	)		3			(1	)

Net cash used in investing activities		(134	)		(74	)		(204	)		75			(337	)

Financing activities:
Net repayments under revolving loan facilities		-			-			(2	)		-			(2	)
Net borrowings on overdraft facilities		-			-			9			-			9
Repayments of short-term debt		-			-			(187	)		-			(187	)
Borrowings on short-term debt		-			-			162			-			162
Repayments of long-term debt		(305	)		-			(103	)		-			(408	)
Proceeds from issuance of long-term debt		-			-			98			-			98
Repayments of notes payable to affiliate		(105	)		-			-			-			(105	)
Proceeds from notes payable to affiliate		105			-			-			-			105
Repayments of notes payable		(32	)		-			(2	)		-			(34	)
Borrowings on notes payable		33			-			2			-			35
Debt issuance costs paid		(7	)		-			-			-			(7	)
Call premiums related to early extinguishment of debt		(6	)		-			-			-			(6	)
Contribution from parent		-			(32	)		104			(72	)		-
Dividends paid to parent		(79	)		(2	)		-			2			(79	)
Dividends paid to noncontrolling interests		-			-			(9	)		-			(9	)
Excess tax benefit related to stock-based compensation		10			-			-			-			10
Other, net		-			-			-			-			-

Net cash (used in) provided by financing activities		(386	)		(34	)		72			(70	)		(418	)

Effect of exchange rate changes on cash		-			-			(7	)		-			(7	)

Decrease in cash and cash equivalents		(216	)		(9	)		(105	)		-			(330	)
Cash and cash equivalents at beginning of period		220			9			332			-			561

Cash and cash equivalents at end of period	$	4		$	-		$	227		$	-		$	231

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
YEAR ENDED DECEMBER 31, 2010
(Dollars in Millions)

	Parent Company			Guarantors			Nonguarantors			Eliminations			Consolidated Huntsman International LLC

Net cash (used in) provided by operating activities	$	(241	)	$	15		$	182		$	(2	)	$	(46	)

Investing activities:
Capital expenditures		(26	)		(51	)		(159	)		-			(236	)
Proceeds from settlements treated as reimbursement of capital expenditures		-			34			-			-			34
Cash assumed in connection with the initial consolidation of a variable interest entity		-			-			14			-			14
Proceeds from sale of businesses/assets		-			-			2			-			2
Increase in receivable from affiliate		(57	)		-			-			-			(57	)
Investment in affiliate		(65	)		(13	)		-			78			-
Investment in unconsolidated affiliates		-			(24	)		(3	)		-			(27	)
Cash received from unconsolidated affiliates		-			26			5			-			31
Other, net		-			-			1			-			1

Net cash used in investing activities		(148	)		(28	)		(140	)		78			(238	)

Financing activities:
Net repayments under revolving loan facilities		-			-			(6	)		-			(6	)
Revolving loan facility from A/R Programs		254			-			-			-			254
Net borrowings on overdraft facilities		-			-			(2	)		-			(2	)
Repayments of short-term debt		-			-			(175	)		-			(175	)
Borrowings on short-term debt		-			-			212			-			212
Repayments of long-term debt		(1,154	)		-			(53	)		-			(1,207	)
Proceeds from issuance of long-term debt		894			-			29			-			923
Repayments of note payable to affiliate		(125	)		-			-			-			(125	)
Proceeds from notes payable to affiliate		110			-			-			-			110
Intercompany repayments		-			-			(5	)		5			-
Repayments of notes payable		(38	)		-			(15	)		-			(53	)
Borrowings on notes payable		33			-			13			-			46
Debt issuance costs paid		(29	)		-			-			-			(29	)
Call premiums paid related to early extinguishment of debt		(28	)		-			-			-			(28	)
Contribution from parent		-			-			83			(83	)		-
Dividends paid to parent		-			(2	)		-			2			-
Excess tax benefit related to stock-based compensation		4			-			-			-			4
Other, net		-			-			(2	)		-			(2	)

Net cash (used in) provided by financing activities		(79	)		(2	)		79			(76	)		(78	)

Effect of exchange rate changes on cash		-			-			4			-			4

(Decrease) increase in cash and cash equivalents		(468	)		(15	)		125			-			(358	)
Cash and cash equivalents at beginning of period		688			24			207			-			919

Cash and cash equivalents at end of period	$	220		$	9		$	332		$	-		$	561

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
YEAR ENDED DECEMBER 31, 2009
(Dollars in Millions)

	Parent Company			Guarantors			Nonguarantors			Eliminations			Consolidated Huntsman International LLC

Net cash provided by operating activities	$	288		$	48		$	84		$	-		$	420

Investing activities:
Capital expenditures		(7	)		(70	)		(112	)		-			(189	)
Acquisition of business, net of cash acquired and post-closing adjustments		-			-			(31	)		-			(31	)
Proceeds from sale of business/assets		-			2			3			-			5
Increase in receivable from affiliate		(7	)		-			-			-			(7	)
Investment in affiliate		(258	)		(69	)		18			309			-
Investment in unconsolidated affiliate					(15	)		-			-			(15	)
Cash received from unconsolidated affiliate		-			22			-			-			22
Other, net		-			-			3			-			3

Net cash used in investing activities		(272	)		(130	)		(119	)		309			(212	)

Financing activities:
Net repayments under revolving loan facilities		-			-			(14	)		-			(14	)
Net repayments of overdraft facilities		-			-			(12	)		-			(12	)
Net repayments of short-term debt		-			-			(13	)		-			(13	)
Repayments of long-term debt		(510	)		-			(32	)		-			(542	)
Proceeds from long-term debt		864			-			16			-			880
Repayments of notes payable to affiliate		(403	)		-			-			-			(403	)
Proceeds from notes payable to affiliate		529			-			-			-			529
Intercompany repayments		-			-			(50	)		50			-
Repayments of notes payable		(43	)		-			(20	)		-			(63	)
Borrowings on notes payable		42			-			22			-			64
Debt issuance costs paid		(5	)		-			-			-			(5	)
Call premiums related to early extinguishment of debt		(14	)		-			-			-			(14	)
Contribution from parent		236			103			256			(359	)		236
Dividends paid to parent		(23	)		-			-			-			(23	)
Other, net		(1	)		-			-			-			(1	)

Net cash provided by financing activities		672			103			153			(309	)		619

Effect of exchange rate changes on cash		-			-			5			-			5

Increase in cash and cash equivalents		688			21			123			-			832
Cash and cash equivalents at beginning of period		-			3			84			-			87

Cash and cash equivalents at end of period	$	688		$	24		$	207		$	-		$	919

- Definition

The entire disclosure for condensed financial information, including the financial position, cash flows, and the results of operations of the registrant (parent company) as of the same dates or for the same periods for which audited consolidated financial statements are being presented. Alternatively, the details of this disclosure can be reported by the specific parent company taxonomy elements, indicating the appropriate date and period contexts in an instance document.

+ References + Details