Annual report pursuant to Section 13 and 15(d)

CONSOLIDATED STATEMENTS OF CASH FLOWS

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CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)
In Millions, unless otherwise specified
 12 Months Ended
Dec. 31, 2012
Dec. 31, 2011
Dec. 31, 2010
Operating Activities:      
Net income $ 373 $ 254 $ 32
Adjustments to reconcile net income to net cash provided by (used in) operating activities:      
Extraordinary (gain) loss on the acquisition of a business, net of tax (2) (4) 1
Loss (gain) on initial consolidation of subsidiaries 4 (12)  
Equity in income of investment in unconsolidated affiliates (7) (8) (24)
Depreciation and amortization 432 439 405
Provision for losses (gains) on accounts receivable 4 (4) 6
(Gain) loss on disposal of businesses/assets, net   (38) 8
Loss on early extinguishment of debt 80 7 183
Noncash interest expense 33 38 22
Deferred income taxes (38) (23) 45
Noncash impairment charge 15 60 2
Noncash loss (gain) on foreign currency transactions 11 (32) 22
Stock-based compensation 27 24 27
Portion of insurance settlement representing cash provided by investing activities     (34)
Other, net (2) (1) 2
Changes in operating assets and liabilities:      
Accounts and notes receivable   (121) (183)
Accounts receivable from A/R Programs     (254)
Inventories (248) (161) (207)
Prepaid expenses (3) (4) (2)
Other current assets 24 (108) (5)
Other noncurrent assets 103 2 (102)
Accounts payable 146 24 83
Accrued liabilities 23 112 (22)
Other noncurrent liabilities (201) (79) (63)
Net cash provided by (used in) operating activities 774 365 (58)
Investing Activities:      
Capital expenditures (412) (330) (236)
Proceeds from settlements treated as reimbursement of capital expenditures   3 34
Acquisition of businesses, net of cash acquired and post-closing adjustments (18) (34)  
Cash assumed in connection with the initial consolidation of a variable interest entity   28 14
Proceeds from sale of businesses/assets 6 48 2
Investment in unconsolidated affiliates (127) (26) (27)
Cash received from unconsolidated affiliates 82 32 31
Other, net (2) (1)  
Net cash used in investing activities (471) (280) (182)
Financing Activities:      
Net repayments under revolving loan facilities (15) (2) (6)
Revolving loan facility from A/R Programs     254
Net borrowings (repayments) on overdraft facilities 2 9 (2)
Repayments of short-term debt (53) (187) (175)
Borrowings on short-term debt   162 212
Repayments of long-term debt (694) (408) (1,456)
Proceeds from issuance of long-term debt 405 98 923
Repayments of notes payable (37) (34) (53)
Borrowings on notes payable 34 35 46
Debt issuance costs paid (11) (7) (29)
Call premiums related to early extinguishment of debt (2) (6) (160)
Dividends paid to common stockholders (96) (96) (96)
Repurchase and cancellation of stock awards (7) (8) (6)
Repurchase of common stock   (50)  
Proceeds from issuance of common stock 3 3 3
Dividends paid to noncontrolling interest   (9)  
Excess tax benefit related to stock-based compensation 4 10 4
Other, net (6)   (2)
Net cash used in financing activities (473) (490) (543)
Effect of exchange rate changes on cash 3 (7) 4
Increase (Decrease) in cash and cash equivalents (167) (412) (779)
Cash and cash equivalents at beginning of period 554 [1] 966 1,745
Cash and cash equivalents at end of period 387 [1] 554 [1] 966
Supplemental cash flow information:      
Cash paid for interest 209 204 203
Cash paid for income taxes 224 119 6
HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
      
Operating Activities:      
Net income 375 260 185
Adjustments to reconcile net income to net cash provided by (used in) operating activities:      
Extraordinary (gain) loss on the acquisition of a business, net of tax (2) (4) 1
Loss (gain) on initial consolidation of subsidiaries 4 (12)  
Equity in income of investment in unconsolidated affiliates (7) (8) (24)
Depreciation and amortization 408 416 382
Provision for losses (gains) on accounts receivable 4 (4) 6
(Gain) loss on disposal of businesses/assets, net   (38) 8
Loss on early extinguishment of debt 80 7 37
Noncash interest expense 45 51 40
Deferred income taxes 76 40 45
Noncash impairment charge 15 60 2
Noncash loss (gain) on foreign currency transactions 11 (32) 22
Noncash compensation 26 22 24
Portion of insurance settlement representing cash provided by investing activities     (34)
Other, net (4) (1) 1
Changes in operating assets and liabilities:      
Accounts and notes receivable   (121) (183)
Accounts receivable from A/R Programs     (254)
Inventories (248) (161) (207)
Prepaid expenses (3) (4) (2)
Other current assets (1) (87) (1)
Other noncurrent assets 103 2 (102)
Accounts payable 134 13 97
Accrued liabilities 41 108 (32)
Other noncurrent liabilities (197) (75) (57)
Net cash provided by (used in) operating activities 860 432 (46)
Investing Activities:      
Capital expenditures (412) (330) (236)
Proceeds from settlements treated as reimbursement of capital expenditures   3 34
Acquisition of businesses, net of cash acquired and post-closing adjustments (18) (34)  
Cash assumed in connection with the initial consolidation of a variable interest entity   28 14
Proceeds from sale of businesses/assets 6 48 2
Increase in receivable from affiliate (108) (57) (57)
Investment in unconsolidated affiliates (127) (26) (27)
Cash received from unconsolidated affiliates 82 32 31
Other, net (1) (1) 1
Net cash used in investing activities (578) (337) (238)
Financing Activities:      
Net repayments under revolving loan facilities (15) (2) (6)
Revolving loan facility from A/R Programs     254
Net borrowings (repayments) on overdraft facilities 2 9 (2)
Repayments of short-term debt (53) (187) (175)
Borrowings on short-term debt   162 212
Repayments of long-term debt (694) (408) (1,207)
Proceeds from issuance of long-term debt 405 98 923
Repayments of notes payable to affiliate (139) (105) (125)
Proceeds from notes payable to affiliate 299 105 110
Repayments of notes payable (37) (34) (53)
Borrowings on notes payable 34 35 46
Debt issuance costs paid (11) (7) (29)
Call premiums related to early extinguishment of debt (2) (6) (28)
Dividends paid to parent (96) (79)  
Dividends paid to noncontrolling interest   (9)  
Excess tax benefit related to stock-based compensation 4 10 4
Other, net (3)   (2)
Net cash used in financing activities (306) (418) (78)
Effect of exchange rate changes on cash 3 (7) 4
Increase (Decrease) in cash and cash equivalents (21) (330) (358)
Cash and cash equivalents at beginning of period 231 [1] 561 919
Cash and cash equivalents at end of period 210 [1] 231 [1] 561
Supplemental cash flow information:      
Cash paid for interest 209 205 194
Cash paid for income taxes $ 129 $ 44 $ 32
[1] At December 31, 2012 and 2011, respectively, $28 and $44 of cash and cash equivalents, $9 and $2 of restricted cash, $38 and $29 of accounts and notes receivable (net), $55 and $47 of inventories, nil and $1 of other current assets, $378 and $403 of property, plant and equipment (net), $19 and $23 of intangible assets (net), $28 and $21 of other noncurrent assets, $76 and $55 of accounts payable, $26 and $21 of accrued liabilities, $193 and $16 of current portion of debt, $77 and $264 of long-term debt, and $101 and $111 of other noncurrent liabilities from consolidated variable interest entities are included in the respective Balance Sheet captions above. See "Note 7. Variable Interest Entities."