- Quarterly Report (10-Q)

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TABLE OF CONTENTS

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

Form 10-Q


(Mark One)
ý		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2011
OR
o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to

	Exact Name of Registrant as Specified in its Charter, Principal Office Address and Telephone Number

001-32427	Huntsman Corporation 500 Huntsman Way Salt Lake City, Utah 84108 (801) 584-5700	Delaware	42-1648585
333-85141	Huntsman International LLC 500 Huntsman Way Salt Lake City, Utah 84108 (801) 584-5700	Delaware	87-0630358

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.


Huntsman Corporation	YES ý	NO o
Huntsman International LLC	YES ý	NO o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).


Huntsman Corporation	YES ý	NO o
Huntsman International LLC	YES o	NO o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):


Huntsman Corporation	Large accelerated filer ý	Accelerated filer o	Non-accelerated filer o	Smaller reporting company o
Huntsman International LLC	Large accelerated filer o	Accelerated filer o	Non-accelerated filer ý	Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).


Huntsman Corporation	YES o	NO ý
Huntsman International LLC	YES o	NO ý

On April 26, 2011, 241,168,543 shares of common stock of Huntsman Corporation were outstanding and 2,728 units of membership interests of Huntsman International LLC were outstanding. There is no established trading market for Huntsman International LLC's units of membership interests. All of Huntsman International LLC's units of membership interests are held by Huntsman Corporation.

This Quarterly Report on Form 10-Q presents information for two registrants: Huntsman Corporation and Huntsman International LLC. Huntsman International LLC is a wholly owned subsidiary of Huntsman Corporation and is the principal operating company of Huntsman Corporation. The information reflected in this Quarterly Report on Form 10-Q is equally applicable to both Huntsman Corporation and Huntsman International LLC, except where otherwise indicated. Huntsman International LLC meets the conditions set forth in General Instructions H(1)(a) and (b) of Form 10-Q and, to the extent applicable, is therefore filing this form with a reduced disclosure format.

Table of Contents

HUNTSMAN CORPORATION AND SUBSIDIARIES
HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTERLY PERIOD
ENDED MARCH 31, 2011

TABLE OF CONTENTS

		Page

PART I	FINANCIAL INFORMATION	3
ITEM 1.	Financial Statements:	3
	Huntsman Corporation and Subsidiaries:
	Condensed Consolidated Balance Sheets (Unaudited)	3
	Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited)	4
	Condensed Consolidated Statements of Cash Flows (Unaudited)	5
	Condensed Consolidated Statements of Equity (Unaudited)	7
	Huntsman International LLC and Subsidiaries:
	Condensed Consolidated Balance Sheets (Unaudited)	8
	Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited)	9
	Condensed Consolidated Statements of Cash Flows (Unaudited)	10
	Condensed Consolidated Statements of Equity (Unaudited)	12
	Huntsman Corporation and Subsidiaries and Huntsman International LLC and Subsidiaries:
	Notes to Condensed Consolidated Financial Statements (Unaudited)	13
ITEM 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	61
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	81
ITEM 4.	Controls and Procedures	83
PART II	OTHER INFORMATION	83
ITEM 1.	Legal Proceedings	83
ITEM 1A.	Risk Factors	83
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	84
ITEM 6.	Exhibits	84

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

HUNTSMAN CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(In Millions, Except Share and Per Share Amounts)

			March 31, 2011			December 31, 2010

ASSETS
Current assets:
	Cash and cash equivalents(a)		$	632		$	966
	Restricted cash			7			7
	Accounts and notes receivable (net of allowance for doubtful accounts of $55 and $52, respectively), ($717 and $589 pledged as collateral, respectively)(a)			1,759			1,413
	Accounts receivable from affiliates			14			15
	Inventories(a)			1,608			1,396
	Prepaid expenses			43			46
	Deferred income taxes			1			1
	Other current assets(a)			251			164

		Total current assets		4,315			4,008
Property, plant and equipment, net(a)				3,640			3,605
Investment in unconsolidated affiliates				236			234
Intangible assets, net(a)				99			105
Goodwill				94			94
Deferred income taxes				182			166
Notes receivable from affiliates				8			7
Other noncurrent assets(a)				466			495

		Total assets	$	9,040		$	8,714

LIABILITIES AND EQUITY
Current liabilities:
	Accounts payable(a)		$	1,074		$	842
	Accounts payable to affiliates			38			45
	Accrued liabilities(a)			712			628
	Deferred income taxes			20			19
	Current portion of debt(a)			200			519

		Total current liabilities		2,044			2,053
Long-term debt(a)				3,857			3,627
Notes payable to affiliates				4			4
Deferred income taxes				299			314
Other noncurrent liabilities(a)				828			866

		Total liabilities		7,032			6,864
Commitments and contingencies (Notes 13 and 14)
Equity Huntsman Corporation stockholders' equity:
	Common stock $0.01 par value, 1,200,000,000 shares authorized, 241,103,179 and 239,549,365 issued and 239,033,591and 236,799,455 outstanding in 2011 and 2010, respectively			2			2
	Additional paid-in capital			3,220			3,186
	Unearned stock-based compensation			(18	)		(11	)
	Accumulated deficit			(1,060	)		(1,090	)
	Accumulated other comprehensive loss			(202	)		(297	)

		Total Huntsman Corporation stockholders' equity		1,942			1,790
Noncontrolling interests in subsidiaries				66			60

		Total equity		2,008			1,850

		Total liabilities and equity	$	9,040		$	8,714

(a): At March 31, 2011 and December 31, 2010, respectively, $14 and $7 of cash and cash equivalents, $11 and $8 of accounts and notes receivable (net), $56 and $45 of inventories, $1 and $2 of other current assets, $274 and $275 of property, plant and equipment (net), $6 and $7 of intangible assets (net), $19 and $18 of other noncurrent assets, $85 and $56 of accounts payable, $15 and $16 of accrued liabilities, $19 and $15 of current portion of debt, $185 each of long-term debt, and $91 and $109 of other noncurrent liabilities from consolidated variable interest entities are included in the respective Balance Sheet captions above. See "Note 4. Variable Interest Entities."

See accompanying notes to condensed consolidated financial statements (unaudited).

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HUNTSMAN CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND
COMPREHENSIVE INCOME (LOSS) (UNAUDITED)

(In Millions, Except Per Share Amounts)

			Three months ended March 31,

			2011			2010
Revenues:
	Trade sales, services and fees, net		$	2,626		$	2,049
	Related party sales			53			45

		Total revenues		2,679			2,094
Cost of goods sold				2,219			1,813

Gross profit				460			281
Operating expenses:
	Selling, general and administrative			218			218
	Research and development			39			36
	Other operating expense			34			2
	Restructuring, impairment and plant closing costs			7			3

		Total expenses		298			259

Operating income				162			22
Interest expense, net				(59	)		(61	)
Equity in income of investment in unconsolidated affiliates				2			1
Loss on early extinguishment of debt				(3	)		(155	)

Income (loss) from continuing operations before income taxes				102			(193	)
Income tax (expense) benefit				(22	)		34

Income (loss) from continuing operations				80			(159	)
Loss from discontinued operations, net of tax				(14	)		(13	)

Income (loss) before extraordinary gain				66			(172	)
Extraordinary gain on the acquisition of a business, net of tax of nil				1			—

Net income (loss)				67			(172	)
Net income attributable to noncontrolling interests				(5	)		—

Net income (loss) attributable to Huntsman Corporation			$	62		$	(172	)

Net income (loss)			$	67		$	(172	)
Other comprehensive income (loss)				96			(44	)

Comprehensive income (loss )				163			(216	)
Comprehensive income attributable to noncontrolling interests				(6	)		—

Comprehensive income (loss) attributable to Huntsman Corporation			$	157		$	(216	)

Basic income (loss) per share:
Income (loss) from continuing operations attributable to Huntsman Corporation common stockholders			$	0.32		$	(0.68	)
Loss from discontinued operations attributable to Huntsman Corporation common stockholders, net of tax				(0.06	)		(0.05	)
Extraordinary gain on the acquisition of a business attributable to Huntsman Corporation common stockholders, net of tax				—			—

Net income (loss) attributable to Huntsman Corporation common stockholders			$	0.26		$	(0.73	)

Weighted average shares				237.6			234.8

Diluted income (loss) per share:
Income (loss) from continuing operations attributable to Huntsman Corporation common stockholders			$	0.31		$	(0.68	)
Loss from discontinued operations attributable to Huntsman Corporation common stockholders, net of tax				(0.05	)		(0.05	)
Extraordinary gain on the acquisition of a business attributable to Huntsman Corporation common stockholders, net of tax				—			—

Net income (loss) attributable to Huntsman Corporation common stockholders			$	0.26		$	(0.73	)

Weighted average shares				242.9			234.8

Amounts attributable to Huntsman Corporation common stockholders:
Income (loss) from continuing operations			$	75		$	(159	)
Loss from discontinued operations, net of tax				(14	)		(13	)
Extraordinary gain on the acquisition of a business, net of tax				1			—

Net income (loss)			$	62		$	(172	)

Dividends per share			$	0.10		$	0.10

See accompanying notes to condensed consolidated financial statements (unaudited).

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HUNTSMAN CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(Dollars in Millions)

		Three months ended March 31,

		2011			2010
Operating Activities:
Net income (loss)		$	67		$	(172	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Extraordinary gain on the acquisition of a business			(1	)		—
Equity in income of investment in unconsolidated affiliates			(2	)		(1	)
Depreciation and amortization			103			98
Loss on disposal of businesses/assets, net			—			1
Loss on early extinguishment of debt			3			155
Noncash interest expense			8			10
Deferred income taxes			(16	)		(20	)
Noncash gain on foreign currency transactions			(3	)		(3	)
Stock-based compensation			8			7
Other, net			(1	)		1
Changes in operating assets and liabilities:
	Accounts and notes receivable		(287	)		(114	)
	Accounts receivable from A/R Programs		—			(254	)
	Inventories		(171	)		(96	)
	Prepaid expenses		1			6
	Other current assets		(104	)		(25	)
	Other noncurrent assets		37			(77	)
	Accounts payable		213			153
	Accrued liabilities		73			(56	)
	Other noncurrent liabilities		(52	)		(21	)

Net cash used in operating activities			(124	)		(408	)

Investing Activities:
Capital expenditures			(60	)		(37	)
Investment in unconsolidated affiliates			(6	)		(3	)
Cash received from unconsolidated affiliates			9			—
Change in restricted cash			—			(3	)

Net cash used in investing activities			(57	)		(43	)

(Continued)

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HUNTSMAN CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (Continued)

(Dollars in Millions)

		Three months ended March 31,

		2011			2010
Financing Activities:
Net borrowings under revolving loan facilities		$	—		$	3
Revolving loan facility from A/R Programs			—			254
Net borrowings (repayments) on overdraft facilities			7			(1	)
Repayments of short-term debt			(78	)		(44	)
Borrowings on short-term debt			65			55
Repayments of long-term debt			(120	)		(611	)
Proceeds from issuance of long-term debt			9			375
Repayments of notes payable			(9	)		(21	)
Borrowings on notes payable			1			—
Debt issuance costs paid			(4	)		(16	)
Call premiums related to early extinguishment of debt			(3	)		(153	)
Dividends paid to common stockholders			(24	)		(24	)
Repurchase and cancellation of stock awards			(8	)		(6	)
Proceeds from issuance of common stock			2			2
Excess tax benefit related to stock-based compensation			7			4
Other, net			(1	)		(1	)

Net cash used in financing activities			(156	)		(184	)

Effect of exchange rate changes on cash			3			—

Decrease in cash and cash equivalents			(334	)		(635	)
Cash and cash equivalents at beginning of period			966			1,745

Cash and cash equivalents at end of period		$	632		$	1,110

Supplemental cash flow information:
	Cash paid for interest	$	66		$	43
	Cash paid for income taxes		5			8

During the three months ended March 31, 2011 and 2010, the amount of capital expenditures in accounts payable decreased by $13 million and $11 million, respectively.

See accompanying notes to condensed consolidated financial statements (unaudited).

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HUNTSMAN CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (UNAUDITED)

(Dollars in Millions)

	Huntsman Corporation Stockholders

	Shares
	Shares													Accumulated other comprehensive (loss) income
	Common stock			Common stock		Additional paid-in capital		Unearned stock-based compensation			Accumulated deficit			Accumulated other comprehensive (loss) income			Noncontrolling interests in subsidiaries		Total equity
Balance, January 1, 2011		236,799,455		$	2	$	3,186	$	(11	)	$	(1,090	)	$	(297	)	$	60	$	1,850
Net income		—			—		—		—			62			—			5		67
Other comprehensive income		—			—		—		—			—			95			1		96
Issuance of nonvested stock awards		—			—		11		(11	)		—			—			—		—
Vesting of stock awards		2,030,309			—		13		—			—			—			—		13
Recognition of stock-based compensation		—			—		1		4			—			—			—		5
Repurchase and cancellation of stock awards		(503,913	)		—		—		—			(8	)		—			—		(8	)
Stock options exercised		707,740			—		2		—			—			—			—		2
Excess tax benefit related to stock-based compensation		—			—		7		—			—			—			—		7
Dividends paid on common stock		—			—		—		—			(24	)		—			—		(24	)

Balance, March 31, 2011		239,033,591		$	2	$	3,220	$	(18	)	$	(1,060	)	$	(202	)	$	66	$	2,008

	Huntsman Corporation Stockholders

	Shares
	Shares													Accumulated other comprehensive (loss) income
	Common stock			Common stock		Additional paid-in capital		Unearned stock-based compensation			Accumulated deficit			Accumulated other comprehensive (loss) income			Noncontrolling interests in subsidiaries		Total equity
Balance, January 1, 2010		234,081,490		$	2	$	3,155	$	(11	)	$	(1,015	)	$	(287	)	$	21	$	1,865
Net loss		—			—		—		—			(172	)		—			—		(172	)
Other comprehensive loss		—			—		—		—			—			(44	)		—		(44	)
Issuance of nonvested stock awards		—			—		10		(10	)		—			—			—		—
Vesting of stock awards		1,803,817			—		9		—			—			—			—		9
Recognition of stock-based compensation		—			—		1		3			—			—			—		4
Repurchase and cancellation of stock awards		(425,001	)		—		—		—			(6	)		—			—		(6	)
Stock options exercised		863,218			—		2		—			—			—			—		2
Excess tax benefit related to stock-based compensation		—			—		4		—			—			—			—		4
Dividends paid on common stock		—			—		—		—			(24	)		—			—		(24	)

Balance, March 31, 2010		236,323,524		$	2	$	3,181	$	(18	)	$	(1,217	)	$	(331	)	$	21	$	1,638

See accompanying notes to condensed consolidated financial statements (unaudited).

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HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(Dollars in Millions)

			March 31, 2011			December 31, 2010

ASSETS
Current assets:
	Cash and cash equivalents(a)		$	258		$	561
	Restricted cash			7			7
	Accounts and notes receivable (net of allowance for doubtful accounts of $55 and $52, respectively), ($717 and $589 pledged as collateral, respectively)(a)			1,759			1,413
	Accounts receivable from affiliates			81			100
	Inventories(a)			1,608			1,396
	Prepaid expenses			41			45
	Deferred income taxes			40			40
	Other current assets(a)			247			160

		Total current assets		4,041			3,722
Property, plant and equipment, net(a)				3,510			3,469
Investment in unconsolidated affiliates				236			234
Intangible assets, net(a)				101			107
Goodwill				94			94
Deferred income taxes				195			179
Notes receivable from affiliates				8			7
Other noncurrent assets(a)				467			495

		Total assets	$	8,652		$	8,307

LIABILITIES AND EQUITY
Current liabilities:
	Accounts payable(a)		$	1,074		$	840
	Accounts payable to affiliates			42			59
	Accrued liabilities(a)			711			626
	Deferred income taxes			64			63
	Note payable to affiliate			100			100
	Current portion of debt(a)			200			519

		Total current liabilities		2,191			2,207
Long-term debt(a)				3,857			3,627
Notes payable to affiliates				439			439
Deferred income taxes				79			94
Other noncurrent liabilities(a)				826			852

		Total liabilities		7,392			7,219
Commitments and contingencies (Notes 13 and 14)
Equity Huntsman International LLC members' equity:
	Members' equity, 2,728 units issued and outstanding			3,063			3,049
	Accumulated deficit			(1,612	)		(1,667	)
	Accumulated other comprehensive loss			(257	)		(354	)

		Total Huntsman International LLC members' equity		1,194			1,028
Noncontrolling interests in subsidiaries				66			60

		Total equity		1,260			1,088

		Total liabilities and equity	$	8,652		$	8,307

(b): At March 31, 2011 and December 31, 2010, respectively, $14 and $7 of cash and cash equivalents, $11 and $8 of accounts and notes receivable (net), $56 and $45 of inventories, $1 and $2 of other current assets, $274 and $275 of property, plant and equipment (net), $6 and $7 of intangible assets (net), $19 and $18 of other noncurrent assets, $85 and $56 of accounts payable, $15 and $16 of accrued liabilities, $19 and $15 of current portion of debt, $185 each of long-term debt, and $91 and $109 of other noncurrent liabilities from consolidated variable interest entities are included in the respective Balance Sheet captions above. See "Note 4. Variable Interest Entities."

See accompanying notes to condensed consolidated financial statements (unaudited).

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HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND
COMPREHENSIVE INCOME (LOSS) (UNAUDITED)

(Dollars in Millions)

			Three months ended March 31,

			2011			2010
Revenues:
	Trade sales, services and fees, net		$	2,626		$	2,049
	Related party sales			53			45

		Total revenues		2,679			2,094
Cost of goods sold				2,214			1,808

Gross profit				465			286
Operating expenses:
	Selling, general and administrative			217			215
	Research and development			39			36
	Other operating expense (income)			34			(7	)
	Restructuring, impairment and plant closing costs			7			3

		Total expenses		297			247

Operating income				168			39
Interest expense, net				(64	)		(66	)
Equity in income of investment in unconsolidated affiliates				2			1
Loss on early extinguishment of debt				(3	)		(9	)

Income (loss) from continuing operations before income taxes				103			(35	)
Income tax (expense) benefit				(22	)		22

Income (loss) from continuing operations				81			(13	)
Loss from discontinued operations, net of tax				(14	)		(13	)

Income (loss) before extraordinary gain				67			(26	)
Extraordinary gain on the acquisition of a business, net of tax of nil				1			—

Net income (loss)				68			(26	)
Net income attributable to noncontrolling interests				(5	)		—

Net income (loss) attributable to Huntsman International LLC			$	63		$	(26	)

Net income (loss)			$	68		$	(26	)
Other comprehensive income (loss)				98			(43	)

Comprehensive income (loss)				166			(69	)
Comprehensive income attributable to noncontrolling interests				(6	)		—

Comprehensive income (loss) attributable to Huntsman International LLC			$	160		$	(69	)

See accompanying notes to condensed consolidated financial statements (unaudited).

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HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(Dollars in Millions)

		Three months ended March 31,

		2011			2010
Operating Activities:
Net income (loss)		$	68		$	(26	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Extraordinary gain on the acquisition of a business			(1	)		—
Equity in income of investment in unconsolidated affiliates			(2	)		(1	)
Depreciation and amortization			98			92
Loss on disposal of businesses/assets, net			—			1
Loss on early extinguishment of debt			3			9
Noncash interest expense			13			14
Deferred income taxes			(16	)		(18	)
Noncash gain on foreign currency transactions			(3	)		(3	)
Noncash compensation			7			6
Other, net			(1	)		3
Changes in operating assets and liabilities:
	Accounts and notes receivable		(287	)		(114	)
	Accounts receivable from A/R Programs		—			(254	)
	Inventories		(171	)		(96	)
	Prepaid expenses		3			8
	Other current assets		(104	)		(14	)
	Other noncurrent assets		37			(77	)
	Accounts payable		209			161
	Accrued liabilities		73			(47	)
	Other noncurrent liabilities		(50	)		(20	)

Net cash used in operating activities			(124	)		(376	)

Investing Activities:
Capital expenditures			(60	)		(37	)
Decrease (increase) in receivable from affiliate			8			(50	)
Investment in unconsolidated affiliates			(6	)		(3	)
Cash received from unconsolidated affiliates			9			—
Change in restricted cash			—			(3	)

Net cash used in investing activities			(49	)		(93	)

(Continued)

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HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (Continued)

(Dollars in Millions)

		Three months ended March 31,

		2011			2010
Financing Activities:
Net borrowings under revolving loan facilities		$	—		$	3
Revolving loan facility from A/R Programs			—			254
Net borrowings (repayments) on overdraft facilities			7			(1	)
Repayments of short-term debt			(78	)		(44	)
Borrowings on short-term debt			65			55
Repayments of long-term debt			(120	)		(375	)
Proceeds from issuance of long-term debt			9			375
Repayments of notes payable to affiliate			—			(125	)
Repayments of notes payable			(9	)		(21	)
Borrowings on notes payable			1			—
Debt issuance costs paid			(4	)		(16	)
Call premiums related to early extinguishment of debt			(3	)		(7	)
Dividends paid to parent			(8	)		—
Excess tax benefit related to stock-based compensation			7			4
Other, net			—			(1	)

Net cash (used in) provided by financing activities			(133	)		101

Effect of exchange rate changes on cash			3			—

Decrease in cash and cash equivalents			(303	)		(368	)
Cash and cash equivalents at beginning of period			561			919

Cash and cash equivalents at end of period		$	258		$	551

Supplemental cash flow information:
	Cash paid for interest	$	66		$	34
	Cash paid for income taxes		5			6

During the three months ended March 31, 2011 and 2010, the amount of capital expenditures in accounts payable decreased by $13 million and $11 million, respectively. During the three months ended March 31, 2011 and 2010, Huntsman Corporation contributed $7 million and $6 million, respectively, related to stock-based compensation.

See accompanying notes to condensed consolidated financial statements (unaudited).

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HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (UNAUDITED)

(Dollars in Millions)

	Huntsman International LLC Members

	Members' equity
	Members' equity				Accumulated deficit			Accumulated other comprehensive (loss) income			Noncontrolling interests in subsidiaries		Total equity
	Units		Amount		Accumulated deficit			Accumulated other comprehensive (loss) income			Noncontrolling interests in subsidiaries		Total equity
Balance, January 1, 2011		2,728	$	3,049	$	(1,667	)	$	(354	)	$	60	$	1,088
Net income		—		—		63			—			5		68
Other comprehensive income		—		—		—			97			1		98
Contributions from parent		—		7		—			—			—		7
Dividend paid to parent		—		—		(8	)		—			—		(8	)
Excess tax benefit related to stock-based compensation		—		7		—			—			—		7

Balance, March 31, 2011		2,728	$	3,063	$	(1,612	)	$	(257	)	$	66	$	1,260

	Huntsman International LLC Members

	Members' equity
	Members' equity				Accumulated deficit			Accumulated other comprehensive (loss) income			Noncontrolling interests in subsidiaries		Total equity
	Units		Amount		Accumulated deficit			Accumulated other comprehensive (loss) income			Noncontrolling interests in subsidiaries		Total equity
Balance, January 1, 2010		2,728	$	3,021	$	(1,847	)	$	(348	)	$	21	$	847
Net loss		—		—		(26	)		—			—		(26	)
Other comprehensive loss		—		—		—			(43	)		—		(43	)
Contribution from parent		—		6		—			—			—		6
Excess tax benefit related to stock-based compensation		—		4		—			—			—		4

Balance, March 31, 2010		2,728	$	3,031	$	(1,873	)	$	(391	)	$	21	$	788

See accompanying notes to condensed consolidated financial statements (unaudited).

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. GENERAL

CERTAIN DEFINITIONS

For convenience in this report, the terms "Company," "our," "us" or "we" may be used to refer to Huntsman Corporation and, unless the context otherwise requires, its subsidiaries and predecessors. In this report, "Huntsman International" refers to Huntsman International LLC (our 100% owned subsidiary) and, unless the context otherwise requires, its subsidiaries; "HPS" refers to Huntsman Polyurethanes Shanghai Ltd. (our consolidated splitting joint venture with Shanghai Chlor-Alkali Chemical Company, Ltd); and "SLIC" refers to Shanghai Liengheng Isocyanate Company (our unconsolidated manufacturing joint venture with BASF AG and three Chinese chemical companies).

In this report, we may use, without definition, the common names of competitors or other industry participants. We may also use the common names or abbreviations for certain chemicals or products.

INTERIM FINANCIAL STATEMENTS

Our interim condensed consolidated financial statements (unaudited) and Huntsman International's interim condensed consolidated financial statements (unaudited) were prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP" or "U.S. GAAP") and in management's opinion, reflect all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of results of operations, financial position and cash flows for the periods presented. Results for interim periods are not necessarily indicative of those to be expected for the full year. These condensed consolidated financial statements (unaudited) should be read in conjunction with the audited consolidated financial statements and notes to consolidated financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2010 for our Company and Huntsman International.

DESCRIPTION OF BUSINESS

We are a global manufacturer of differentiated organic chemical products and of inorganic chemical products. Our products comprise a broad range of chemicals and formulations, which we market globally to a diversified group of consumer and industrial customers. Our products are used in a wide range of applications, including those in the adhesives, aerospace, automotive, construction products, durable and non-durable consumer products, electronics, medical, packaging, paints and coatings, power generation, refining, synthetic fiber, textile chemicals and dye industries. We are a leading global producer in many of our key product lines, including MDI, amines, surfactants, maleic anhydride, epoxy-based polymer formulations, textile chemicals, dyes and titanium dioxide.

We operate in five segments: Polyurethanes, Performance Products, Advanced Materials, Textile Effects and Pigments. Our Polyurethanes, Performance Products, Advanced Materials and Textile Effects segments produce differentiated organic chemical products and our Pigments segment produces inorganic chemical products.

COMPANY

Our Company, a Delaware corporation, was formed in 2004 to hold the Huntsman businesses. Jon M. Huntsman founded the predecessor to our Company in the early 1970s as a small packaging

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

1. GENERAL (Continued)

company. Since then, we have grown through a series of acquisitions and now own a global portfolio of businesses.

We operate all of our businesses through Huntsman International, our 100% owned subsidiary. Huntsman International is a Delaware limited liability company.

HUNTSMAN CORPORATION AND HUNTSMAN INTERNATIONAL FINANCIAL STATEMENTS

Except where otherwise indicated, these notes relate to the consolidated financial statements for both our Company and Huntsman International. The differences between our financial statements and Huntsman International's financial statements relate primarily to the following:

•: purchase accounting recorded at our Company for the 2003 step-acquisition of Huntsman International Holdings LLC, the former parent company of Huntsman International that was merged into Huntsman International in 2005;
•: the different capital structures; and
•: a note payable from Huntsman International to us.

PRINCIPLES OF CONSOLIDATION

Our condensed consolidated financial statements (unaudited) include the accounts of our wholly-owned and majority-owned and any variable interest entities for which we are the primary beneficiary. All intercompany accounts and transactions have been eliminated, except for intercompany sales between continuing and discontinued operations.

USE OF ESTIMATES

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

RECLASSIFICATIONS

Certain amounts in the consolidated financial statements for prior periods have been reclassified to conform with the current presentation. During the first quarter of 2011, we reclassified bank accepted drafts in China from accounts receivable to other current assets.

RECENT DEVELOPMENTS

Amendments to A/R Programs

On April 15 and 18, 2011, Huntsman International entered into amendments to its accounts receivable securitization programs ("A/R Programs"). These amendments, among other things, extend the scheduled commitment termination date of loan facilities under the A/R Programs to April 2014,

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

1. GENERAL (Continued)

add an additional lender to the loan facilities and reduce the applicable margin on borrowings. For more information, see "Note 7. Debt—Amendments to A/R Programs."

Laffans Petrochemicals Limited Acquisition

On April 2, 2011, we completed the acquisition of the chemical business of Laffans Petrochemicals Limited, an amines and surfactants manufacturer located in Ankleshwar, India. For more information, see "Note 22. Subsequent Events—Laffans Petrochemicals Limited Acquisition."

Amendment to Credit Agreement

On March 7, 2011, Huntsman International entered into a sixth amendment to its credit agreement. The amendment, among other things, extends $650 million of aggregate principal of our term B loan facility ("Term Loan B"), which prior to this amendment had a principal balance of $1.3 billion with maturity of April 2014, to a stated maturity of April 2017 ("Extended Term Loan B"). The amendment also increases the interest rate margin with respect to Extended Term Loan B by 1.0%. For more information, see "Note 7. Debt—Amendment of Credit Agreement."

2. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

Accounting Pronouncements Adopted During 2011:

In October 2009, the FASB issued ASU No. 2009-13, Revenue Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements—a consensus of the FASB Emerging Issues Task Force . This ASU provides amendments to the criteria for separating consideration in multiple-deliverable arrangements. The amendments in this ASU replace the term "fair value" in the revenue allocation guidance with "selling price" to clarify that the allocation of revenue is based on entity-specific assumptions rather than assumptions of a marketplace participant and establish a selling price hierarchy for determining the selling price of a deliverable. The amendments in this ASU will eliminate the residual method of allocation and require that arrangement consideration be allocated at the inception of the arrangement to all deliverables using the relative selling price method, and significantly expand the required disclosures related to multiple-deliverable revenue arrangements. The amendments in this ASU were effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning after June 15, 2010. The initial adoption of this statement did not have a significant impact on our condensed consolidated financial statements (unaudited).

In December 2010, the FASB Emerging Issues Task Force ("EITF") issued ASU No. 2010-29, Business Combinations (Topic 805)—Disclosure of Supplementary Pro Forma Information for Business Combinations , which requires public entities that present comparative financial statements to disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred at the beginning of the comparable prior annual reporting period only. The amendments also expand the supplemental pro forma disclosures under Topic 805 to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. These amendments are effective for business combinations for which the acquisition date is on or after

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

2. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS (Continued)

the beginning of the first annual reporting period beginning on or after December 15, 2010. We complied with the disclosure requirements of this standard in connection with the April 2, 2011 Laffans Petrochemicals Limited acquisition. See "Note 22. Subsequent Events."

3. INVENTORIES

Inventories are stated at the lower of cost or market, with cost determined using LIFO, first-in first-out, and average costs methods for different components of inventory. Inventories consisted of the following (dollars in millions):

	March 31, 2011			December 31, 2010

Raw materials and supplies	$	359		$	321
Work in progress		101			99
Finished goods		1,223			1,043

Total		1,683			1,463
LIFO reserves		(75	)		(67	)

Net	$	1,608		$	1,396

As of March 31, 2011 and December 31, 2010, approximately 10% and 12%, respectively, of inventories were recorded using the LIFO cost method.

In the normal course of operations we, at times, exchange raw materials and finished goods with other companies for the purpose of reducing transportation costs. The net non-monetary open exchange positions are valued at cost. The amounts included in inventory under non-monetary open exchange agreements receivable by us for March 31, 2011 and December 31, 2010 were nil and $3 million, respectively. Other open exchanges are settled in cash and result in a net deferred profit margin. The amounts receivable under these open exchange agreements as of March 31, 2011 and December 31, 2010 were nil each.

4. VARIABLE INTEREST ENTITIES

We evaluate our investments and transactions to identify variable interest entities ("VIEs") for which we are the primary beneficiary. We hold a variable interest in the following three joint ventures for which we are the primary beneficiary:

•: Rubicon LLC manufactures products for our Polyurethanes segment. The joint venture is structured such that the total equity investment at risk is not sufficient to permit it to finance its activities without additional financial support. Under the Rubicon LLC operating agreement, we purchase a majority of the output, absorb a majority of the operating costs and provide a majority of the additional funding.
•: Pacific Iron Products Sdn Bhd ("Pacific Iron Products") manufactures products for our Pigments segment. In this joint venture, we supply all the raw materials through a fixed cost supply agreement, operate the manufacturing facility and market the products. We are exposed to the

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

4. VARIABLE INTEREST ENTITIES (Continued)

risks related to the fluctuation of raw material prices because we have agreed to provide raw materials under a fixed cost supply agreement.

•: Arabian Amines Company manufactures products for our Performance Products segment. Prior to July 1, 2010, this joint venture was in the development stage and the total equity investment at risk was sufficient for the joint venture to finance its activities without additional support. Accordingly, Arabian Amines Company was accounted for under the equity method. In July 2010, Arabian Amines Company exited the development stage, which triggered the reconsideration of Arabian Amines Company as a VIE. As required in the operating agreement governing this joint venture, we purchase all of its production and sell it to our customers. Substantially all of the joint venture's activities are conducted on our behalf. As a result, we concluded that we were the primary beneficiary and began consolidating Arabian Amines Company beginning July 1, 2010. In April 2011, Arabian Amines Company settled a dispute with its third party contractors and will receive an amount totaling $11 million. With the settlement of the dispute, Arabian Amines Company also completed its certification process.

Creditors of these entities have no recourse to our general credit, except in the event that we offer guarantees of specified indebtedness. As the primary beneficiary, the joint ventures' assets, liabilities and results of operations are included in our condensed consolidated financial statements (unaudited).

The following table summarizes the carrying amount of these three VIEs' assets and liabilities included in our condensed consolidated balance sheet (unaudited), before intercompany eliminations (dollars in millions):

	March 31, 2011		December 31, 2010

Current assets	$	101	$	90
Property, plant and equipment, net		274		275
Other noncurrent assets		58		56
Deferred income taxes		40		40
Intangible assets		6		7

Total assets	$	479	$	468

Current liabilities		137		111
Long-term debt		188		188
Other noncurrent liabilities		90		109

Total liabilities	$	415	$	408

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

5. INVESTMENT IN UNCONSOLIDATED AFFILIATES

In 2008, we and our joint venture partner, the Zamil Group, formed Arabian Amines Company, our ethyleneamines manufacturing joint venture in Jubail, Saudi Arabia. Arabian Amines Company's funding requirements have been satisfied through a combination of debt and equity, with the equity already provided on a 50/50 basis by us and the Zamil Group. Trial production commenced in the second quarter of 2010 and from July 2010, Arabian Amines Company generated significant revenues from the sale of product. The plant has an approximate annual capacity of 60 million pounds. We purchase and sell all of the production from this joint venture. We have provided certain guarantees of approximately $1 million for these obligations. We have estimated that the fair value of these guarantees was nil and, accordingly, no amounts have been recorded. Arabian Amines Company was accounted for under the equity method during its development stage; we began consolidating this joint venture beginning July 1, 2010. For more information, see "Note 4. Variable Interest Entities."

We own a 50% interest in Sasol-Huntsman GmbH and Co. KG ("Sasol-Huntsman"). Sasol-Huntsman owns and operates a maleic anhydride facility in Moers, Germany. In April 2011, an expansion at this facility began production, and we believe that a reconsideration event occurred at that time. As a result of our assessment, we concluded that the joint venture is a VIE and that we are the primary beneficiary. Accordingly, we will begin consolidating this joint venture during the second quarter of 2011. If this consolidation had occurred on January 1, 2010, the approximate pro forma revenues attributable to both our Company and Huntsman International would have been $2,709 million and $2,113 million each for the three months ended March 31, 2011 and 2010, respectively. There would have been no impact to the combined earnings attributable to us or Huntsman International excluding a one-time non cash gain upon consolidation.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

6. RESTRUCTURING, IMPAIRMENT AND PLANT CLOSING COSTS

As of March 31, 2011 and December 31, 2010, accrued restructuring costs by type of cost and initiative consisted of the following (dollars in millions):

	Workforce reductions(1)			Demolition and decommissioning			Non-cancelable lease costs		Other restructuring costs			Total(2)

Accrued liabilities as of January 1, 2011	$	36		$	1		$	1	$	11		$	49
2011 charges for 2006 and prior initiatives		2			—			—		—			2
2011 charges for 2009 initiatives		—			—			—		1			1
2011 charges for 2010 initiatives		—			1			—		—			1
2011 charges for 2011 initiatives		5			—			—		—			5
Reversal of reserves no longer required		(2	)		—			—		—			(2	)
2011 payments for 2006 & prior initiatives		(1	)		—			—		—			(1	)
2011 payments for 2008 initiatives		(1	)		—			—		—			(1	)
2011 payments for 2009 initiatives		(2	)		—			—		(1	)		(3	)
2011 payments for 2010 initiatives		(3	)		(2	)		—		—			(5	)
Net activity of discontinued operations		—			—			—		(1	)		(1	)
Foreign currency effect on liability balance		1			—			—		—			1

Accrued liabilities as of March 31, 2011	$	35		$	—		$	1	$	10		$	46

(1): The total workforce reduction reserves of $35 million relate to the termination of 251 positions, of which 222 positions had not been terminated as of March 31, 2011.
(2): Accrued liabilities by initiatives were as follows (dollars in millions):

	March 31, 2011		December 31, 2010

2006 initiatives and prior	$	4	$	4
2008 initiatives		—		1
2009 initiatives		17		20
2010 initiatives		20		24
2011 initiatives		5		—

Total	$	46	$	49

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

6. RESTRUCTURING, IMPAIRMENT AND PLANT CLOSING COSTS (Continued)

Details with respect to our reserves for restructuring, impairment and plant closing costs are provided below by segment and initiative (dollars in millions):

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

	Three months ended March 31, 2010

Cash charges:
2010 charges for 2009 initiatives	$	2
2010 charges for 2010 initiatives		4
Reversal of reserves no longer required		(3	)

Total 2010 Restructuring, Impairment and Plant Closing Costs	$	3

		March 31, 2011		December 31, 2010

Senior Credit Facilities:
	Term loans	$	1,690	$	1,688
Amounts outstanding under A/R programs			250		238
Senior notes			457		452
Senior Subordinated notes			1,194		1,279
Australian credit facilities			33		33
HPS (China) debt			163		188
Variable interest entities-Arabian Amines Company			203		200
Other			67		68

Total debt—excluding debt to affiliates		$	4,057	$	4,146

Total current portion of debt		$	200	$	519
Long-term portion			3,857		3,627

Total debt—excluding debt to affiliates		$	4,057	$	4,146

Total debt—excluding debt to affiliates		$	4,057	$	4,146
Notes payable to affiliates-noncurrent			4		4

Total debt		$	4,061	$	4,150

		March 31, 2011		December 31, 2010

Senior Credit Facilities:
	Term loans	$	1,690	$	1,688
Amounts outstanding under A/R programs			250		238
Senior notes			457		452
Subordinated notes			1,194		1,279
Australian credit facilities			33		33
HPS (China) debt			163		188
Variable interest entities-Arabian Amines Company			203		200
Other			67		68

Total debt—excluding debt to affiliates		$	4,057	$	4,146

Total current portion of debt		$	200	$	519
Long-term portion			3,857		3,627

Total debt—excluding debt to affiliates		$	4,057	$	4,146

Total debt—excluding debt to affiliates		$	4,057	$	4,146
Notes payable to affiliates-current			100		100
Notes payable to affiliates-noncurrent			439		439

Total debt		$	4,596	$	4,685

Date of Redemption	Notes	Principal Amount of Notes Redeemed	Amount Paid (Excluding Accrued Interest)	Loss on Early Extinguishment of Debt

January 18, 2011	7.375% Senior Subordinated Notes due 2015	$100	$102	$	3
March 17, 2010	6.875% Senior Subordinated Notes due 2013	€184 (approximately $253)	€189 (approximately $259)	$	7
March 17, 2010	7.50% Senior Subordinated Notes due 2015	€59 (approximately $81)	€59 (approximately $81)	$	2
January 11, 2010(1)	7.00% Convertible Notes due 2018	$250	$382	$	146

		Three months ended March 31, 2010

Fair Value Measurements Using Significant Unobservable Inputs (Level 3)		Retained Interest in Securitized Receivables			Cross-Currency Interest Rate Contract			Total
Beginning balance at December 31, 2009		$	262		$	—		$	262
Total gains or losses
	Included in earnings		—			(2	)		(2	)
	Included in other comprehensive income (loss)		—			6			6
Purchases, issuances, sales and settlements(1)			(262	)		—			(262	)

Ending balance		$	—		$	4		$	4

The amount of total gains (losses) for the period included in earnings attributable to the change in unrealized gains (losses) relating to assets still held at March 31, 2010		$	—		$	(2	)	$	(2	)

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Facility	Committed Amount		Principal Outstanding		Carrying Value			Interest Rate

Revolving Facility	$	300		—	$	—	(1)	USD LIBOR plus 3.00%	2014	(2)
Term Loan B		NA	$	652	$	652		USD LIBOR plus 1.50%	2014	(2)
Term Loan C		NA	$	427	$	388		USD LIBOR plus 2.25%	2016	(2)
Extended Term Loan B		NA	$	650	$	650		USD LIBOR plus 2.50%	2017	(2)

	March 31, 2011						December 31, 2010

	Carrying Amount			Estimated Fair Value			Carrying Amount			Estimated Fair Value
Non-qualified employee benefit plan investments	$	12		$	12		$	11		$	11
Cross-currency interest rate contracts		4			4			19			19
Interest rate contracts		(8	)		(8	)		(9	)		(9	)
Long-term debt (including current portion)		(4,057	)		(4,302	)		(4,146	)		(4,371	)

						Fair Value Amounts Using

Description			March 31, 2011			Quoted prices in active markets for identical assets (Level 1)		Significant other observable inputs (Level 2)			Significant unobservable inputs (Level 3)
Assets:
	Available-for-sale equity securities:
		Equity mutual funds	$	12		$	12	$	—		$	—
	Derivatives:
		Cross-currency interest rate contracts(1)		4			—		—			4

Total assets			$	16		$	12	$	—		$	4

Liabilities:
	Derivatives:
		Interest rate contracts(2)	$	(8	)	$	—	$	(8	)	$	—

		Three months ended March 31, 2011

Fair Value Measurements Using Significant Unobservable Inputs (Level 3)		Cross-Currency Interest Rate Contracts			Total
Beginning balance December 31, 2010		$	19		$	19
Total gains or losses
	Included in earnings		—			—
	Included in other comprehensive income (loss)		(15	)		(15	)
Purchases, issuances, sales and settlements			—			—

Ending balance March 31, 2011		$	4		$	4

The amount of total gains (losses) for the period included in earnings attributable to the change in unrealized gains (losses) relating to assets still held at March 31, 2011		$	—		$	—

	Interest expense		Other comprehensive loss

Total net (losses) gains included in earnings	$	—	$	—
Changes in unrealized gains (losses) relating to assets still held at March 31, 2011		—		(15	)

								Other comprehensive income (loss)

		Accumulated other comprehensive income (loss)						Other comprehensive income (loss)
		Accumulated other comprehensive income (loss)						Three Months Ended
		March 31, 2011			December 31, 2010			March 31, 2011			March 31, 2010
Foreign currency translation adjustments, net of tax of $16 and $25 as of March 31, 2011 and December 31, 2010, respectively		$	389		$	298		$	91		$	(50	)
Pension and other postretirement benefit adjustments, net of tax of $91 and $92 as of March 31, 2011 and December 31, 2010, respectively			(609	)		(613	)		4			6
Other comprehensive income of unconsolidated affiliates			7			7			—			—
Other, net			5			4			1			—

	Total		(208	)		(304	)		96			(44	)
Amounts attributable to noncontrolling interests			6			7			(1	)		—

Amounts attributable to Huntsman Corporation		$	(202	)	$	(297	)	$	95		$	(44	)

	Three months ended March 31,

	2011		2010
Unresolved at beginning of period		1,116		1,138
Tendered during period		2		6
Resolved during period(1)		39		5
Unresolved at end of period		1,079		1,139

	Three months ended March 31,

	2011			2010
Dividend yield		3.3	%		3.0	%
Expected volatility		65.6	%		69.0	%
Risk-free interest rate		2.8	%		3.1	%
Expected life of stock options granted during the period		6.6 years			6.6 years

Option Awards	Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value

	(in thousands)					(years)		(in millions)
Outstanding at January 1, 2011		10,997		$	12.28
Granted		941			17.59
Exercised		(708	)		2.77
Forfeited		(92	)		6.03

Outstanding at March 31, 2011		11,138			13.39		6.7	$	66

Exercisable at March 31, 2011		7,890			15.55		5.9		35

	Equity Awards					Liability Awards

	Shares			Weighted Average Grant-Date Fair Value		Shares			Weighted Average Grant-Date Fair Value
	(in thousands)					(in thousands)
Nonvested at January 1, 2011		3,126		$	6.95		1,642		$	6.05
Granted		664			17.59		311			17.59
Vested		(1,304)	(1)		7.05		(726	)		5.54
Forfeited		—			—		(68	)		8.65

Nonvested at March 31, 2011		2,486			9.74		1,159			9.31

	Three months ended March 31,

	2011			2010
Revenues	$	9		$	25
Costs and expenses		(30	)		(45	)

Operating loss		(21	)		(20	)
Income tax benefit		7			8

Loss from discontinued operations, net of tax	$	(14	)	$	(12	)

		Three months ended March 31,

		2011		2010
Numerator:
Basic and diluted income from continuing operations:
Income (loss) from continuing operations attributable to Huntsman Corporation		$	75	$	(159	)

Basic and diluted net loss:
Net income (loss) attributable to Huntsman Corporation		$	62	$	(172	)

Shares (denominator):
Weighted average shares outstanding			237.6		234.8
Dilutive securities:
	Stock-based awards		5.3		—

Total dilutive shares outstanding assuming conversion			242.9		234.8

Segment		Products

Polyurethanes		MDI, PO, polyols, PG, TPU, aniline and MTBE
Performance Products		amines, surfactants, LAB, maleic anhydride, other performance chemicals, EG, olefins and technology licenses
Advanced Materials		epoxy resin compounds and formulations; cross-linking, matting and curing agents; epoxy, acrylic and polyurethane-based adhesives and tooling resin formulations
Textile Effects		textile chemicals and dyes
Pigments		titanium dioxide

				Three months ended March 31,

				2011			2010
Net Sales:
	Polyurethanes			$	1,047		$	767
	Performance Products				804			616
	Advanced Materials				350			291
	Textile Effects				190			195
	Pigments				364			269
	Eliminations				(76	)		(44	)

			Total	$	2,679		$	2,094

Huntsman Corporation:
Segment EBITDA(1):
	Polyurethanes			$	114		$	52
	Performance Products				115			60
	Advanced Materials				39			33
	Textile Effects				(11	)		—
	Pigments				84			28
	Corporate and other(2)				(81	)		(207	)

		Subtotal			260			(34	)
			Discontinued Operations(3)		(21	)		(21	)

			Total		239			(55	)
Interest expense, net					(59	)		(61	)
Income tax (expense) benefit—continuing operations					(22	)		34
Income tax benefit—discontinued operations					7			8
Depreciation and amortization					(103	)		(98	)

		Net income (loss) attributable to Huntsman Corporation		$	62		$	(172	)

Huntsman International:
Segment EBITDA(1):
	Polyurethanes			$	114		$	52
	Performance Products				115			60
	Advanced Materials				39			33
	Textile Effects				(11	)		—
	Pigments				84			28
	Corporate and other(2)				(80	)		(50	)

		Subtotal			261			123
			Discontinued Operations(3)		(21	)		(21	)

			Total		240			102
Interest expense, net					(64	)		(66	)
Income tax (expense) benefit—continuing operations					(22	)		22
Income tax benefit—discontinued operations					7			8
Depreciation and amortization					(98	)		(92	)

		Net income (loss) attributable to Huntsman International LLC		$	63		$	(26	)

			Parent Company			Guarantors			Non- guarantors			Eliminations			Consolidated Huntsman International LLC

ASSETS
Current assets:
	Cash and cash equivalents		$	52		$	6		$	200		$	—		$	258
	Restricted cash			—			—			7			—			7
	Accounts and notes receivable, net			23			196			1,540			—			1,759
	Accounts receivable from affiliates			1,225			2,693			83			(3,920	)		81
	Inventories			88			241			1,290			(11	)		1,608
	Prepaid expenses			9			4			35			(7	)		41
	Deferred income taxes			5			—			44			(9	)		40
	Other current assets			16			8			239			(16	)		247

		Total current assets		1,418			3,148			3,438			(3,963	)		4,041
Property, plant and equipment, net				407			873			2,228			2			3,510
Investment in unconsolidated affiliates				5,336			1,584			177			(6,861	)		236
Intangible assets, net				57			3			41			—			101
Goodwill				(18	)		84			28			—			94
Deferred income taxes				37			—			175			(17	)		195
Notes receivable from affiliates				52			974			7			(1,025	)		8
Other noncurrent assets				61			160			245			1			467

		Total assets	$	7,350		$	6,826		$	6,339		$	(11,863	)	$	8,652

LIABILITIES AND EQUITY
Current liabilities:
	Accounts payable		$	71		$	229		$	774		$	—		$	1,074
	Accounts payable to affiliates			1,970			942			1,049			(3,919	)		42
	Accrued liabilities			76			80			577			(22	)		711
	Deferred income taxes			—			55			21			(12	)		64
	Note payable to affiliate			100			—			—			—			100
	Current portion of debt			24			—			176			—			200

		Total current liabilities		2,241			1,306			2,597			(3,953	)		2,191
Long-term debt				3,323			—			534			—			3,857
Notes payable to affiliates				435			—			1,029			(1,025	)		439
Deferred income taxes				8			6			79			(14	)		79
Other noncurrent liabilities				149			137			542			(2	)		826

		Total liabilities		6,156			1,449			4,781			(4,994	)		7,392
Equity Huntsman International LLC members' equity:
	Members' equity			3,063			4,754			2,280			(7,034	)		3,063
	Subsidiary preferred stock			—			—			1			(1	)		—
	Accumulated deficit			(1,612	)		(1,184	)		(475	)		1,659			(1,612	)
	Accumulated other comprehensive (loss) income			(257	)		1,807			(270	)		(1,537	)		(257	)

		Total Huntsman International LLC members' equity		1,194			5,377			1,536			(6,913	)		1,194
Noncontrolling interests in subsidiaries				—			—			22			44			66

		Total equity		1,194			5,377			1,558			(6,869	)		1,260

	Total liabilities and equity		$	7,350		$	6,826		$	6,339		$	(11,863	)	$	8,652

		Parent Company			Guarantors			Non- guarantors			Eliminations			Consolidated Huntsman International LLC

Revenues:
	Trade sales, services and fees, net	$	204		$	803		$	1,619		$	—		$	2,626
	Related party sales		82			134			286			(449	)		53

Total revenues			286			937			1,905			(449	)		2,679
Cost of goods sold			243			766			1,654			(449	)		2,214

Gross profit			43			171			251			—			465
Selling, general and administrative			39			26			152			—			217
Research and development			11			8			20			—			39
Other operating expense (income)			37			(27	)		24			—			34
Restructuring, impairment and plant closing costs			—			—			7			—			7

Operating income			(44	)		164			48			—			168
Interest (expense) income, net			(56	)		10			(18	)		—			(64	)
Equity in income of investment
	in affiliates and subsidiaries		119			8			2			(127	)		2
Loss on early extinguishment of debt			(3	)		—			—			—			(3	)

Income from continuing operations before income taxes			16			182			32			(127	)		103
Income tax benefit (expense)			40			(60	)		(2	)		—			(22	)

Income from continuing operations			56			122			30			(127	)		81
Income (loss) from discontinued operations, net of tax			7			—			(21	)		—			(14	)

Income before extraordinary gain			63			122			9			(127	)		67
Extraordinary gain on the acquisition of a business, net of tax of nil			—			—			1			—			1

Net income			63			122			10			(127	)		68
Net income attributable to noncontrolling interests			—			—			(4	)		(1	)		(5	)

Net income attributable to Huntsman International LLC		$	63		$	122		$	6		$	(128	)	$	63

		Parent Company			Guarantors			Non- guarantors			Eliminations			Consolidated Huntsman International LLC

Revenues:
	Trade sales, services and fees, net	$	183		$	507		$	1,359		$	—		$	2,049
	Related party sales		58			108			228			(349	)		45

Total revenues			241			615			1,587			(349	)		2,094
Cost of goods sold			198			572			1,383			(345	)		1,808

Gross profit			43			43			204			(4	)		286
Selling, general and administrative			36			20			159			—			215
Research and development			12			7			17			—			36
Other operating (income) expense			(17	)		14			(4	)		—			(7	)
Restructuring, impairment and plant closing costs			2			—			1			—			3

Operating income			10			2			31			(4	)		39
Interest (expense) income, net			(56	)		9			(19	)		—			(66	)
Equity in (loss) income of investment in affiliates and subsidiaries			(2	)		(6	)		—			9			1
Loss on early extinguishment of debt			(9	)		—			—			—			(9	)

(Loss) income from continuing operations before income taxes			(57	)		5			12			5			(35	)
Income tax benefit (expense)			24			(2	)		—			—			22

(Loss) income from continuing operations			(33	)		3			12			5			(13	)
Income (loss) from discontinued operations, net of tax			7			—			(20	)		—			(13	)

Net (loss) income			(26	)		3			(8	)		5			(26	)
Net loss attributable to noncontrolling interests			—			—			—			—			—

Net (loss) income attributable to Huntsman International LLC		$	(26	)	$	3		$	(8	)	$	5		$	(26	)

	Parent Company			Guarantors			Non- guarantors			Eliminations			Consolidated Huntsman International LLC

Net cash provided by (used in) operating activities	$	29		$	23		$	(176	)	$	—		$	(124	)

Investing activities:
Capital expenditures		(3	)		(17	)		(40	)		—			(60	)
Decrease in receivable from affiliate		8			—			—			—			8
Investment in consolidated affiliate		(86	)		(1	)		—			87			—
Investment in unconsolidated affiliate		—			(6	)		—			—			(6	)
Cash received from unconsolidated affiliates		—			9			—			—			9

Net cash used in investing activities		(81	)		(15	)		(40	)		87			(49	)
Financing activities:
Net borrowings on overdraft facilities		—			—			7			—			7
Repayments of short-term debt		—			—			(78	)		—			(78	)
Borrowings on short-term debt		—			—			65			—			65
Repayments of long-term debt		(100	)		—			(20	)		—			(120	)
Proceeds from issuance of long-term debt		—			—			9			—			9
Repayments of notes payable		(8	)		—			(1	)		—			(9	)
Borrowings on notes payable		—			—			1			—			1
Debt issuance costs paid		(4	)		—			—			—			(4	)
Call premiums paid related to early extinguishment of debt		(3	)		—			—			—			(3	)
Contribution from parent, net		—			(11	)		98			(87	)		—
Dividends paid		(8	)		—			—			—			(8	)
Excess tax benefit related to stock-based compensation		7			—			—			—			7

Net cash (used in) provided by financing activities		(116	)		(11	)		81			(87	)		(133	)
Effect of exchange rate changes on cash		—			—			3			—			3

(Decrease) increase in cash and cash equivalents		(168	)		(3	)		(132	)		—			(303	)
Cash and cash equivalents at beginning of period		220			9			332			—			561

Cash and cash equivalents at end of period	$	52		$	6		$	200		$	—		$	258

	Parent Company			Guarantors			Non- guarantors			Eliminations			Consolidated Huntsman International LLC

Net cash (used in) provided by operating activities	$	(342	)	$	4		$	(37	)	$	(1	)	$	(376	)

Investing activities:
Capital expenditures		(2	)		(14	)		(21	)		—			(37	)
Investment in unconsolidated affiliates		—			1			(4	)		—			(3	)
Investment in affiliate		(27	)		5			—			22			—
Change in restricted cash		—			—			(3	)		—			(3	)
Increase in receivable from affiliate		(50	)		—			—			—			(50	)

Net cash used in investing activities		(79	)		(8	)		(28	)		22			(93	)

Financing activities:
Net borrowings under revolving loan facilities		—			—			3			—			3
Revolving loan facility from A/R Programs		254			—			—			—			254
Net repayments on overdraft facilities		—			—			(1	)		—			(1	)
Repayments of short-term debt		—			—			(44	)		—			(44	)
Proceeds from short-term debt		—			—			55			—			55
Repayments of long-term debt		(355	)		—			(20	)		—			(375	)
Proceeds from long-term debt		350			—			25			—			375
Repayment of note payable to affiliate		(125	)		—			—			—			(125	)
Intercompany repayments		—			—			(5	)		5			—
Repayments of notes payable		(18	)		—			(3	)		—			(21	)
Debt issuance costs paid		(16	)		—			—			—			(16	)
Call premiums paid related to early extinguishment of debt		(7	)		—			—			—			(7	)
Contribution from parent, net		—			(9	)		36			(27	)		—
Excess tax benefit related to stock-based compensation		4			—			—			—			4
Other, net		(2	)		—			—			1			(1	)

Net cash provided by (used in) financing activities		85			(9	)		46			(21	)		101

Effect of exchange rate changes on cash		—			—			—			—			—

Decrease in cash and cash equivalents		(336	)		(13	)		(19	)		—			(368	)
Cash and cash equivalents at beginning of period		688			24			207			—			919

Cash and cash equivalents at end of period	$	352		$	11		$	188		$	—		$	551

		Three months ended March 31,

		Three months ended March 31,						Percent Change
		2011			2010			Percent Change
Revenues		$	2,679		$	2,094			28	%
Cost of goods sold			2,219			1,813			22	%

Gross profit			460			281			64	%
Operating expenses			291			256			14	%
Restructuring, impairment and plant closing costs			7			3			133	%

Operating income			162			22			636	%
Interest expense, net			(59	)		(61	)		(3	)%
Equity in income of investment in unconsolidated affiliates			2			1			100	%
Loss on early extinguishment of debt			(3	)		(155	)		(98	)%

Income (loss) from continuing operations before income taxes			102			(193	)		NM
Income tax (expense) benefit			(22	)		34			NM

Income (loss) from continuing operations			80			(159	)		NM
Loss from discontinued operations, net of tax			(14	)		(13	)		8	%
Extraordinary gain on the acquisition of a business, net of tax of nil			1			—			NM

Net income (loss)			67			(172	)		NM
Net income attributable to noncontrolling interests			(5	)		—			NM

Net income (loss) attributable to Huntsman Corporation			62			(172	)		NM
Interest expense, net			59			61			(3	)%
Income tax expense (benefit) from continuing operations			22			(34	)		NM
Income tax benefit from discontinued operations			(7	)		(8	)		(13	)%
Depreciation and amortization			103			98			5	%

EBITDA(1)		$	239		$	(55	)		NM

Adjusted EBITDA(1)		$	302		$	123			146	%
Net income (loss) per share:
	Basic	$	0.26		$	(0.73	)		NM
	Diluted		0.26			(0.73	)		NM
Adjusted net income (loss)(2)			114			(16	)		NM
Adjusted income (loss) per share(2):
	Basic		0.48			(0.07	)		NM
	Diluted		0.47			(0.07	)		NM
Net cash used in operating activities			(124	)		(408	)		(70	)%
Net cash used in investing activities			(57	)		(43	)		33	%
Net cash used in financing activities			(156	)		(184	)		(15	)%

		Three months ended March 31,

		Three months ended March 31,						Percent Change
		2011			2010			Percent Change
Revenues
Polyurethanes		$	1,047		$	767			37	%
Performance Products			804			616			31	%
Advanced Materials			350			291			20	%
Textile Effects			190			195			(3	)%
Pigments			364			269			35	%
Eliminations			(76	)		(44	)		73	%

Total		$	2,679		$	2,094			28	%

Huntsman Corporation
Segment EBITDA
Polyurethanes		$	114		$	52			119	%
Performance Products			115			60			92	%
Advanced Materials			39			33			18	%
Textile Effects			(11	)		—			NM
Pigments			84			28			200	%
Corporate and other			(81	)		(207	)		(61	)%

	Subtotal		260			(34	)		NM
Discontinued Operations			(21	)		(21	)		—	%

Total		$	239		$	(55	)		NM

Huntsman International
Segment EBITDA
Polyurethanes		$	114		$	52			119	%
Performance Products			115			60			92	%
Advanced Materials			39			33			18	%
Textile Effects			(11	)		—			NM
Pigments			84			28			200	%
Corporate and other			(80	)		(50	)		60	%

	Subtotal		261			123			112	%
Discontinued Operations			(21	)		(21	)		—	%

Total		$	240		$	102			135	%

	Three months ended March 2011 vs. 2010

	Average Selling Price(1)
	Local Currency			Foreign Currency Translation Impact			Sales Mix			Sales Volumes(1)
Period-Over-Period Increase (Decrease)
Polyurethanes		14	%		—	%		(17	)%		42	%
Performance Products		16	%		—	%		1	%		14	%
Advanced Materials		8	%		—	%		7	%		6	%
Textile Effects		3	%		1	%		—	%		(7	)%
Pigments		25	%		—	%		—	%		11	%
Total Company		10	%		—	%		(4	)%		23	%

Date of Redemption	Notes	Principal Amount of Notes Redeemed	Amount Paid (Excluding Accrued Interest)	Loss on Early Extinguishment of Debt

January 18, 2011	7.375% Senior	$100	$102	$	3
	Subordinated Notes
	due 2015
March 17, 2010	6.875% Senior	€184	€189	$	7
	Subordinated Notes	(approximately $253)	(approximately $259)
	due 2013
March 17, 2010	7.50% Senior	€59	€59	$	2
	Subordinated Notes	(approximately $81)	(approximately $81)
	due 2015
January 11, 2010(1)	7.00% Convertible	$250	$382	$	146
	Notes due 2018

Period		Average Price Paid per Share

January	—	$	—	—	—
February	123,937		17.12	—	—
March	296,901		17.13	—	—

Total	420,838		17.13	—	—


10.1		Sixth Amendment, dated as of March 7, 2011, to the Credit Agreement, dated as of August 16, 2005, among Huntsman International LLC, the lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to our current report on Form 8-K filed on March 9, 2011)
10.2		Master Amendment No. 2 to the U.S. Receivables Loan Agreement, U.S. Servicing Agreement and Transaction Documents dated as of April 18, 2011 (incorporated by reference to Exhibit 10.1 to our current report on Form 8-K filed on April 20, 2011)
10.3		Master Amendment No. 2 to the European Receivables Loan Agreement, European Servicing Agreement and Transaction Documents dated as of April 15, 2011 (incorporated by reference to Exhibit 10.2 to our current report on Form 8-K filed on April 20, 2011)
10.4	*	Huntsman Executive Severance Plan (as amended and restated)
10.5	*	Second Amendment to Huntsman Outside Directors Elective Deferral Plan
10.6	*	Third Amendment to Huntsman Outside Directors Elective Deferral Plan
31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


	101		The following financial information from the Quarterly Report on Form 10-Q of Huntsman Corporation and Huntsman International LLC for the quarter ended March 31, 2011, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets at March 31, 2011 and December 31, 2010 for each of Huntsman Corporation and Huntsman International LLC; (ii) Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three months ended March 31, 2011 and 2010 for each of Huntsman Corporation and Huntsman International LLC; (iii) Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2011 and 2010 for each of Huntsman Corporation and Huntsman International LLC; (iv) Condensed Consolidated Statements of Equity for each of Huntsman Corporation and Huntsman International LLC; and (v) the Notes to Condensed Consolidated Financial Statements, tagged as blocks of text.**


		HUNTSMAN CORPORATION
		HUNTSMAN INTERNATIONAL LLC
		By:		/s/ J. KIMO ESPLIN J. Kimo Esplin Executive Vice President and Chief Financial Officer (Authorized Signatory and Principal Financial Officer)
		By:		/s/ L. RUSSELL HEALY L. Russell Healy Vice President and Controller (Authorized Signatory and Principal Accounting Officer)