Huntsman Corporation Registration of securities issued in business combination transactions

Registration of securities issued in business combination transactions

CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Tables)

CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2012

Dec. 31, 2011

CONDENSED CONSOLIDATING FINANCIAL INFORMATION (UNAUDITED)

CONDENSED CONSOLIDATING BALANCE SHEETS

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 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

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS (UNAUDITED)

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 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	)

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

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

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