- 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 June 30, 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

Commission File Number	Exact Name of Registrant as Specified in its Charter, Principal Office Address and Telephone Number	State of Incorporation or Organization	I.R.S. Employer Identification No.

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 ý	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 July 26, 2011, 241,793,529 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 JUNE 30, 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	67
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	92
ITEM 4.	Controls and Procedures	94
PART II	OTHER INFORMATION	95
ITEM 1.	Legal Proceedings	95
ITEM 1A.	Risk Factors	95
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	95
ITEM 6.	Exhibits	96

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)

			June 30, 2011			December 31, 2010

ASSETS
Current assets:
	Cash and cash equivalents(a)		$	683		$	966
	Restricted cash(a)			7			7
	Accounts and notes receivable (net of allowance for doubtful accounts of $55 and $52, respectively), ($731 and $589 pledged as collateral, respectively)(a)			1,836			1,413
	Accounts receivable from affiliates			1			15
	Inventories(a)			1,746			1,396
	Prepaid expenses			34			46
	Deferred income taxes			2			1
	Other current assets(a)			271			164

		Total current assets		4,580			4,008
Property, plant and equipment, net(a)				3,825			3,605
Investment in unconsolidated affiliates				192			234
Intangible assets, net(a)				109			105
Goodwill				111			94
Deferred income taxes				188			166
Notes receivable from affiliates				6			7
Other noncurrent assets(a)				465			495

		Total assets	$	9,476		$	8,714

LIABILITIES AND EQUITY
Current liabilities:
	Accounts payable(a)		$	1,110		$	842
	Accounts payable to affiliates			22			45
	Accrued liabilities(a)			758			628
	Deferred income taxes			20			19
	Current portion of debt(a)			289			519

		Total current liabilities		2,199			2,053
Long-term debt(a)				3,886			3,627
Notes payable to affiliates				4			4
Deferred income taxes				307			314
Other noncurrent liabilities(a)				844			866

		Total liabilities		7,240			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, 241,793,529 and 239,549,365 issued and 239,732,121 and 236,799,455 outstanding in 2011 and 2010, respectively			2			2
	Additional paid-in capital			3,225			3,186
	Unearned stock-based compensation			(16	)		(11	)
	Accumulated deficit			(970	)		(1,090	)
	Accumulated other comprehensive loss			(142	)		(297	)

		Total Huntsman Corporation stockholders' equity		2,099			1,790
Noncontrolling interests in subsidiaries				137			60

		Total equity		2,236			1,850

		Total liabilities and equity	$	9,476		$	8,714

(a): At June 30, 2011 and December 31, 2010, respectively, $66 and $7 of cash and cash equivalents, $2 and nil of restricted cash, $37 and $8 of accounts and notes receivable (net), $50 and $45 of inventories, $3 and $2 of other current assets, $429 and $275 of property, plant and equipment (net), $26 and $7 of intangible assets (net), $20 and $18 of other noncurrent assets, $74 and $56 of accounts payable, $19 and $16 of accrued liabilities, $27 and $15 of current portion of debt, $286 and $185 of long-term debt, and $98 and $109 of other noncurrent liabilities from consolidated variable interest entities are included in the respective Balance Sheet captions above. See "Note 5. 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 June 30,						Six months ended June 30,

			2011			2010			2011			2010
Revenues:
	Trade sales, services and fees, net		$	2,896		$	2,280		$	5,522		$	4,329
	Related party sales			38			63			91			108

		Total revenues		2,934			2,343			5,613			4,437
Cost of goods sold				2,433			1,958			4,652			3,771

Gross profit				501			385			961			666
Operating expenses:
	Selling, general and administrative			256			208			474			426
	Research and development			42			36			81			72
	Other operating (income) expense			(26	)		(3	)		8			(1	)
	Restructuring, impairment and plant closing costs			9			17			16			20

		Total expenses		281			258			579			517

Operating income				220			127			382			149
Interest expense, net				(65	)		(43	)		(124	)		(104	)
Equity in income of investment in unconsolidated affiliates				2			16			4			17
Loss on early extinguishment of debt				—			(7	)		(3	)		(162	)
Expenses associated with the Terminated Merger and related litigation				—			(1	)		—			(1	)
Other income				1			1			1			1

Income (loss) from continuing operations before income taxes				158			93			260			(100	)
Income tax expense				(34	)		(39	)		(56	)		(5	)

Income (loss) from continuing operations				124			54			204			(105	)
(Loss) income from discontinued operations, net of tax				(1	)		62			(15	)		49

Income (loss) before extraordinary gain				123			116			189			(56	)
Extraordinary gain on the acquisition of a business, net of tax of nil				1			—			2			—

Net income (loss)				124			116			191			(56	)
Net income attributable to noncontrolling interests				(10	)		(2	)		(15	)		(2	)

Net income (loss) attributable to Huntsman Corporation			$	114		$	114		$	176		$	(58	)

Net income (loss)			$	124		$	116		$	191		$	(56	)
Other comprehensive income (loss)				60			(64	)		156			(108	)

Comprehensive income (loss )				184			52			347			(164	)
Comprehensive income attributable to noncontrolling interests				(10	)		(2	)		(16	)		(2	)

Comprehensive income (loss) attributable to Huntsman Corporation			$	174		$	50		$	331		$	(166	)

Basic income (loss) per share:
Income (loss) from continuing operations attributable to Huntsman Corporation common stockholders			$	0.48		$	0.22		$	0.79		$	(0.46	)
Income (loss) from discontinued operations attributable to Huntsman Corporation common stockholders, net of tax				—			0.26			(0.06	)		0.21
Extraordinary gain on the acquisition of a business attributable to Huntsman Corporation common stockholders, net of tax				—			—			0.01			—

Net income (loss) attributable to Huntsman Corporation common stockholders			$	0.48		$	0.48		$	0.74		$	(0.25	)

Weighted average shares				239.4			236.4			238.5			235.6

Diluted income (loss) per share:
Income (loss) from continuing operations attributable to Huntsman Corporation common stockholders			$	0.47		$	0.21		$	0.78		$	(0.46	)
Income (loss) from discontinued operations attributable to Huntsman Corporation common stockholders, net of tax				—			0.26			(0.07	)		0.21
Extraordinary gain on the acquisition of a business attributable to Huntsman Corporation common stockholders, net of tax				—			—			0.01			—

Net income (loss) attributable to Huntsman Corporation common stockholders			$	0.47		$	0.47		$	0.72		$	(0.25	)

Weighted average shares				243.7			240.8			243.2			235.6

Amounts attributable to Huntsman Corporation common stockholders:
Income (loss) from continuing operations			$	114		$	52		$	189		$	(107	)
(Loss) income from discontinued operations, net of tax				(1	)		62			(15	)		49
Extraordinary gain on the acquisition of a business, net of tax				1			—			2			—

Net income (loss)			$	114		$	114		$	176		$	(58	)

Dividends per share			$	0.10		$	0.10		$	0.20		$	0.20

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)

		Six months ended June 30,

		2011			2010
Operating Activities:
Net income (loss)		$	191		$	(56	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Gain on the consolidation of a variable interest entity			(12	)		—
Equity in income of investment in unconsolidated affiliates			(4	)		(17	)
Depreciation and amortization			214			196
(Gain) loss on disposal of businesses/assets, net			(2	)		2
Loss on early extinguishment of debt			3			162
Noncash interest expense			19			2
Deferred income taxes			(18	)		34
Noncash gain on foreign currency transactions			—			(3	)
Stock-based compensation			16			12
Portion of insurance settlement representing cash provided by investing activities			—			(34	)
Other, net			2			8
Changes in operating assets and liabilities:
	Accounts and notes receivable		(325	)		(262	)
	Accounts receivable from A/R Programs		—			(254	)
	Inventories		(270	)		(205	)
	Prepaid expenses		10			12
	Other current assets		(121	)		(24	)
	Other noncurrent assets		37			(80	)
	Accounts payable		200			127
	Accrued liabilities		119			(30	)
	Other noncurrent liabilities		(58	)		(32	)

Net cash provided by (used in) operating activities			1			(442	)

Investing Activities:
Capital expenditures			(124	)		(78	)
Proceeds from settlements treated as reimbursement of capital expenditures			3			34
Cash assumed in connection with the initial consolidation of a variable interest entity			28			—
Cash paid for acquisition of a business			(23	)		—
Proceeds from sale of business/assets			3			—
Investment in unconsolidated affiliates			(10	)		(4	)
Cash received from unconsolidated affiliates			13			—
Change in restricted cash			—			(1	)
Other			(1	)		—

Net cash used in investing activities			(111	)		(49	)

(Continued)

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HUNTSMAN CORPORATION AND SUBSIDIARIES

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

(Dollars in Millions)

		Six months ended June 30,

		2011			2010
Financing Activities:
Net borrowings (repayments) under revolving loan facilities			4		$	(4	)
Revolving loan facility from A/R Programs			—			254
Net borrowings on overdraft facilities			11			5
Repayments of short-term debt			(100	)		(94	)
Borrowings on short-term debt			76			115
Repayments of long-term debt			(170	)		(895	)
Proceeds from issuance of long-term debt			71			375
Repayments of notes payable			(15	)		(22	)
Borrowings on notes payable			1			4
Debt issuance costs paid			(7	)		(17	)
Call premiums related to early extinguishment of debt			(3	)		(153	)
Dividends paid to common stockholders			(48	)		(48	)
Repurchase and cancellation of stock awards			(8	)		(6	)
Proceeds from issuance of common stock			3			2
Excess tax benefit related to stock-based compensation			10			4
Other, net			(3	)		—

Net cash used in financing activities			(178	)		(480	)

Effect of exchange rate changes on cash			5			(8	)

Decrease in cash and cash equivalents			(283	)		(979	)
Cash and cash equivalents at beginning of period			966			1,745

Cash and cash equivalents at end of period			683		$	766

Supplemental cash flow information:
	Cash paid for interest		108		$	97
	Cash paid for income taxes		35			10

During the six months ended June 30, 2011 and 2010, the amount of capital expenditures in accounts payable decreased by $8 million and $10 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		—			—		—		—			176			—			15		191
Other comprehensive income		—			—		—		—			—			155			1		156
Consolidation of a variable interest entity		—			—		—		—			—			—			61		61
Issuance of nonvested stock awards		—			—		11		(11	)		—			—			—		—
Vesting of stock awards		2,211,143			—		13		—			—			—			—		13
Recognition of stock-based compensation		—			—		2		6			—			—			—		8
Repurchase and cancellation of stock awards		(503,913	)		—		—		—			(8	)		—			—		(8	)
Stock options exercised		1,225,436			—		3		—			—			—			—		3
Excess tax benefit related to stock-based compensation		—			—		10		—			—			—			—		10
Dividends paid on common stock		—			—		—		—			(48	)		—			—		(48	)

Balance, June 30, 2011		239,732,121		$	2	$	3,225	$	(16	)	$	(970	)	$	(142	)	$	137	$	2,236

	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		—			—		—		—			(58	)		—			2		(56	)
Other comprehensive loss		—			—		—		—			—			(108	)		—		(108	)
Issuance of nonvested stock awards		—			—		10		(10	)		—			—			—		—
Vesting of stock awards		1,900,576			—		9		—			—			—			—		9
Recognition of stock-based compensation		—			—		2		6			—			—			—		8
Repurchase and cancellation of stock awards		(425,809	)		—		—		—			(6	)		—			—		(6	)
Stock options exercised		863,218			—		2		—			—			—			—		2
Excess tax benefit related to stock-based compensation		—			—		4		—			—			—			—		4
Dividends paid on common stock		—			—		—		—			(48	)		—			—		(48	)

Balance, June 30, 2010		236,419,475		$	2	$	3,182	$	(15	)	$	(1,127	)	$	(395	)	$	23	$	1,670

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)

			June 30, 2011			December 31, 2010

ASSETS
Current assets:
	Cash and cash equivalents(a)		$	306		$	561
	Restricted cash(a)			7			7
	Accounts and notes receivable (net of allowance for doubtful accounts of $55 and $52, respectively), ($731 and $589 pledged as collateral, respectively)(a)			1,836			1,413
	Accounts receivable from affiliates			72			100
	Inventories(a)			1,746			1,396
	Prepaid expenses			33			45
	Deferred income taxes			41			40
	Other current assets(a)			266			160

		Total current assets		4,307			3,722
Property, plant and equipment, net(a)				3,701			3,469
Investment in unconsolidated affiliates				192			234
Intangible assets, net(a)				111			107
Goodwill				111			94
Deferred income taxes				201			179
Notes receivable from affiliates				6			7
Other noncurrent assets(a)				465			495

		Total assets	$	9,094		$	8,307

LIABILITIES AND EQUITY
Current liabilities:
	Accounts payable(a)		$	1,110		$	840
	Accounts payable to affiliates			29			59
	Accrued liabilities(a)			757			626
	Deferred income taxes			64			63
	Note payable to affiliate			100			100
	Current portion of debt(a)			289			519

		Total current liabilities		2,349			2,207
	Long-term debt(a)			3,886			3,627
	Notes payable to affiliates			439			439
	Deferred income taxes			87			94
	Other noncurrent liabilities(a)			837			852

		Total liabilities		7,598			7,219
Commitments and contingencies (Notes 13 and 14)
Equity
Huntsman International LLC members' equity:
	Members' equity, 2,728 units issued and outstanding			3,074			3,049
	Accumulated deficit			(1,519	)		(1,667	)
	Accumulated other comprehensive loss			(196	)		(354	)

		Total Huntsman International LLC members' equity		1,359			1,028
Noncontrolling interests in subsidiaries				137			60

		Total equity		1,496			1,088

		Total liabilities and equity	$	9,094		$	8,307

(b): At June 30, 2011 and December 31, 2010, respectively, $66 and $7 of cash and cash equivalents, $2 and nil of restricted cash, $37 and $8 of accounts and notes receivable (net), $50 and $45 of inventories, $3 and $2 of other current assets, $429 and $275 of property, plant and equipment (net), $26 and $7 of intangible assets (net), $20 and $18 of other noncurrent assets, $74 and $56 of accounts payable, $19 and $16 of accrued liabilities, $27 and $15 of current portion of debt, $286 and $185 of long-term debt, and $98 and $109 of other noncurrent liabilities from consolidated variable interest entities are included in the respective Balance Sheet captions above. See "Note 5. 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 June 30,						Six months ended June 30,

			2011			2010			2011			2010
Revenues:
Trade sales, services and fees, net			$	2,896		$	2,280		$	5,522		$	4,329
Related party sales				38			63			91			108

		Total revenues		2,934			2,343			5,613			4,437
Cost of goods sold				2,429			1,955			4,643			3,763

Gross profit				505			388			970			674
Operating expenses:
	Selling, general and administrative			255			208			472			423
	Research and development			42			36			81			72
	Other operating (income) expense			(26	)		(4	)		8			(11	)
	Restructuring, impairment and plant closing costs			9			17			16			20

		Total expenses		280			257			577			504

Operating income				225			131			393			170
Interest expense, net				(67	)		(47	)		(131	)		(113	)
Equity in income of investment in unconsolidated affiliates				2			16			4			17
Loss on early extinguishment of debt				—			(7	)		(3	)		(16	)
Other income				1			2			1			2

Income from continuing operations before income taxes				161			95			264			60
Income tax expense				(34	)		(38	)		(56	)		(16	)

Income from continuing operations				127			57			208			44
(Loss) income from discontinued operations, net of tax				(1	)		62			(15	)		49

Income before extraordinary gain				126			119			193			93
Extraordinary gain on the acquisition of a business, net of tax of nil				1			—			2			—

Net income				127			119			195			93
Net income attributable to noncontrolling interests				(10	)		(2	)		(15	)		(2	)

Net income attributable to Huntsman International LLC			$	117		$	117		$	180		$	91

Net income			$	127		$	119		$	195		$	93
Other comprehensive income (loss)				61			(63	)		159			(106	)

Comprehensive income (loss)				188			56			354			(13	)
Comprehensive income attributable to noncontrolling interests				(10	)		(2	)		(16	)		(2	)

Comprehensive income (loss) attributable to Huntsman International LLC			$	178		$	54		$	338		$	(15	)

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)

		Six months ended June 30,

		2011			2010
Operating Activities:
Net income		$	195		$	93
Adjustments to reconcile net income to net cash used in operating activities:
Gain on the consolidation of a variable interest entity			(12	)		—
Equity in income of investment in unconsolidated affiliates			(4	)		(17	)
Depreciation and amortization			203			184
(Gain) loss on disposal of businesses/assets, net			(2	)		2
Loss on early extinguishment of debt			3			16
Noncash interest expense			25			11
Deferred income taxes			(19	)		37
Noncash gain on foreign currency transactions			—			(3	)
Noncash compensation			15			11
Portion of insurance settlement representing cash provided by investing activities			—			(34	)
Other, net			2			7
Changes in operating assets and liabilities:
	Accounts and notes receivable		(325	)		(262	)
	Accounts receivable from A/R Programs		—			(254	)
	Inventories		(270	)		(205	)
	Prepaid expenses		12			14
	Other current assets		(121	)		(14	)
	Other noncurrent assets		37			(80	)
	Accounts payable		194			132
	Accrued liabilities		119			(21	)
	Other noncurrent liabilities		(55	)		(30	)

Net cash used in operating activities			(3	)		(413	)

Investing Activities:
Capital expenditures			(124	)		(78	)
Proceeds from settlements treated as reimbursement of capital expenditures			3			34
Cash assumed in connection with the initial consolidation of a variable interest entity			28			—
Cash paid for acquisition of a business			(23	)		—
Proceeds from sale of business/assets			3			—
Decrease (increase) in receivable from affiliate			8			(46	)
Investment in unconsolidated affiliates			(10	)		(4	)
Cash received from unconsolidated affiliates			13			—
Change in restricted cash			—			(1	)
Other			(1	)		—

Net cash used in investing activities			(103	)		(95	)

(Continued)

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HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

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

(Dollars in Millions)

		Six months ended June 30,

		2011			2010
Financing Activities:
Net borrowings (repayments) under revolving loan facilities		$	4		$	(4	)
Revolving loan facility from A/R Programs			—			254
Net borrowings on overdraft facilities			11			5
Repayments of short-term debt			(100	)		(94	)
Borrowings on short-term debt			76			115
Repayments of long-term debt			(170	)		(659	)
Proceeds from issuance of long-term debt			71			375
Repayments of notes payable to affiliate			—			(125	)
Proceeds from notes payable to affiliate			—			110
Repayments of notes payable			(15	)		(22	)
Borrowings on notes payable			1			4
Debt issuance costs paid			(7	)		(17	)
Call premiums related to early extinguishment of debt			(3	)		(7	)
Dividends paid to parent			(32	)		—
Excess tax benefit related to stock-based compensation			10			4

Net cash used in financing activities			(154	)		(61	)

Effect of exchange rate changes on cash			5			(8	)

Decrease in cash and cash equivalents			(255	)		(577	)
Cash and cash equivalents at beginning of period			561			919

Cash and cash equivalents at end of period		$	306		$	342

Supplemental cash flow information:
	Cash paid for interest	$	108		$	88
	Cash paid for income taxes		35			9

During the six months ended June 30, 2011 and 2010, the amount of capital expenditures in accounts payable decreased by $8 million and $10 million, respectively. During the six months ended June 30, 2011 and 2010, Huntsman Corporation contributed $15 million and $11 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		—		—		180			—			15		195
Other comprehensive income		—		—		—			158			1		159
Consolidation of a variable interest entity		—		—		—			—			61		61
Contributions from parent		—		15		—			—			—		15
Dividend paid to parent		—		—		(32	)		—			—		(32	)
Excess tax benefit related to stock-based compensation		—		10		—			—			—		10

Balance, June 30, 2011		2,728	$	3,074	$	(1,519	)	$	(196	)	$	137	$	1,496

	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 income		—		—		91			—			2		93
Other comprehensive loss		—		—		—			(106	)		—		(106	)
Contribution from parent		—		11		—			—			—		11
Excess tax benefit related to stock-based compensation		—		4		—			—			—		4

Balance, June 30, 2010		2,728	$	3,036	$	(1,756	)	$	(454	)	$	23	$	849

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

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HUNTSMAN CORPORATION AND SUBSIDIARIES

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

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 nondurable 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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HUNTSMAN CORPORATION AND SUBSIDIARIES

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

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;
•: expenses associated with our terminated merger with a subsidiary of Hexion (the "Terminated Merger"); 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 subsidiaries 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. Beginning in 2011, we reclassified bank accepted drafts in China with maturities greater than 90 days from receipt from accounts receivable to other current assets.

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HUNTSMAN CORPORATION AND SUBSIDIARIES

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

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

1. GENERAL (Continued)

RECENT DEVELOPMENTS

Redemption of 7.375% Senior Subordinated Notes Due 2015

On July 25, 2011, Huntsman International redeemed the remaining $75 million of its 7.375% senior subordinated notes due 2015. The total redemption payment, excluding accrued interest, was $77 million, which included $2 million of call premiums. We expect to record a loss on early extinguishment of debt for this transaction in the third quarter of 2011 of $2 million.

2. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

ACCOUNTING PRONOUNCEMENTS ADOPTED DURING 2011

In October 2009, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("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 in this ASU 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. The amendments in this ASU are effective for business combinations for which the acquisition date is on or after 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 our April 2, 2011 acquisition of Laffans Petrochemicals Limited and in connection with our April 1, 2011 consolidation of the Sasol-Huntsman GmbH and Co. KG ("Sasol-Huntsman") joint venture. See "Note 3. Business Combinations" and "Note 5. Variable Interest Entities."

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HUNTSMAN CORPORATION AND SUBSIDIARIES

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

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

2. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS (Continued)

ACCOUNTING PRONOUNCEMENTS PENDING ADOPTION IN FUTURE PERIODS

In May 2011, the FASB issued ASU No. 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs , providing a consistent definition of fair value between U.S. GAAP and International Financial Reporting Standards ("IFRSs") as well as developing common requirements for measuring fair value and for disclosing information about fair value measurements in accordance with U.S. GAAP and IFRSs. The amendments in this ASU are to be applied prospectively and will be effective during interim and annual periods beginning after December 15, 2011. We do not expect the adoption of the amendments in this ASU to have a significant impact on our condensed consolidated financial statements (unaudited).

In June 2011, the FASB issued ASU No. 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income , requiring entities to present net income and other comprehensive income in either a single continuous statement of comprehensive income or in two separate, but consecutive, statements of net income and other comprehensive income. The option to present components of other comprehensive income as part of the statement of equity is eliminated. The amendments do not change the option to present components of other comprehensive income either net of related tax effects or before related tax effects, with one amount shown for the aggregate income tax expense or benefit related to the total of other comprehensive income components. The amendments in this ASU should be applied retrospectively and will be effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. We do not expect the adoption of the amendments in this ASU to have a significant impact on our condensed consolidated financial statements (unaudited).

3. BUSINESS COMBINATIONS

LAFFANS ACQUISITION

On April 2, 2011, we completed the acquisition of the chemical business of Laffans Petrochemicals Limited ("Laffans"), an amines and surfactants manufacturer located in Ankleshwar, India (the "Laffans Acquisition"). The acquisition cost of approximately $23 million remains subject to finalization of closing working capital. The acquired business has been integrated into our Performance Products segment. Transaction costs charged to expense related to this acquisition were not significant.

We have accounted for the Laffans Acquisition using the acquisition method. As such, we analyzed the fair value of tangible and intangible assets acquired and liabilities assumed. The preliminary

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HUNTSMAN CORPORATION AND SUBSIDIARIES

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

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

3. BUSINESS COMBINATIONS (Continued)

allocation of acquisition cost to the assets acquired and liabilities assumed is summarized as follows (dollars in millions):


Acquisition cost		$	23

Fair value of assets acquired and liabilities assumed:
	Accounts receivable	$	10
	Inventories		2
	Other current assets		2
	Property, plant and equipment		14
	Accounts payable		(3	)
	Accrued liabilities		(1	)
	Other noncurrent liabilities		(1	)

Total fair value of net assets acquired		$	23

The acquisition cost allocation is preliminary pending final determination of the fair value of assets acquired and liabilities assumed, including final valuation of property, plant and equipment, intangible assets and the determination of related deferred taxes. For purposes of this preliminary allocation of fair value, we have assigned any excess of the acquisition cost of historical carrying values to property, plant and equipment and no amounts have been allocated to goodwill. It is possible that changes to this allocation could occur.

If this acquisition were to have occurred on January 1, 2010, the following estimated pro forma revenues and net income (loss) attributable to Huntsman Corporation and Huntsman International would have been reported (dollars in millions):

Huntsman Corporation

	Pro Forma

	Three Months Ended June 30,		Six Months Ended June 30,
	2010		2011		2010
Revenues	$	2,355	$	5,627	$	4,461
Net income (loss) attributable to Huntsman Corporation		114		177		(58	)

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HUNTSMAN CORPORATION AND SUBSIDIARIES

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

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

3. BUSINESS COMBINATIONS (Continued)

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

As of June 30, 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 nonmonetary open exchange positions are valued at cost. The amounts included in inventory under nonmonetary open exchange agreements receivable by us as of June 30, 2011 and December 31, 2010 were $4 million and $3 million, respectively. Other open exchanges are settled in cash and result in a net deferred profit margin. The amounts payable under these open exchange agreements as of June 30, 2011 and December 31, 2010 were $1 million and nil, respectively.

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 four joint ventures for which we are the primary beneficiary:

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

Creditors of these VIEs 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).

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

The following table summarizes the carrying amount of Rubicon LLC, Pacific Iron Products and Arabian Amines Company's assets and liabilities included in our condensed consolidated balance sheet (unaudited), before intercompany eliminations (dollars in millions):

The following table summarizes the fair value of Sasol-Huntsman's assets and liabilities as of April 1, 2011 recorded upon initial consolidation in our condensed consolidated balance sheet (unaudited) and the carrying amounts of such assets and liabilities as of June 30, 2011, before intercompany eliminations (dollars in millions):

Goodwill of $17 million was recognized upon consolidation of Sasol-Huntsman, of which approximately $12 million is deductible for income tax purposes. The total amount of goodwill did not change from the date of consolidation to June 30, 2011. All other intangible assets are being amortized over an average useful life of 18 years.

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

Sasol-Huntsman had revenues and earnings of $44 million and $7 million, respectively, for the period from the date of consolidation to June 30, 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 $2,366 million for the three months ended June 30, 2010 and $5,643 million and $4,479 million for the six months ended June 30, 2011 and 2010, respectively. There would have been no impact to the combined earnings attributable to us or Huntsman International excluding a one-time noncash gain of approximately $12 million recognized upon consolidation included in other operating income in the condensed consolidated statements of operations and comprehensive income (loss) (unaudited). Upon consolidation we also recognized a one-time noncash income tax expense of approximately $2 million. The fair value of the noncontrolling interest was estimated to be $61 million at April 1, 2011. The noncontrolling interest was valued at 50% of the fair value of the net assets as of April 1, 2011, as dictated by the ownership interest percentages, adjusted for certain tax consequences only applicable to one parent.

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

As of June 30, 2011 and December 31, 2010, accrued restructuring costs by type of cost and initiative consisted of the following (dollars in millions):

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (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)

	June 30, 2011			December 31, 2010

Raw materials and supplies	$	403		$	321
Work in progress		107			99
Finished goods		1,323			1,043

Total		1,833			1,463
LIFO reserves		(87	)		(67	)

Net	$	1,746		$	1,396

		Three Months Ended June 30, 2011			Six Months Ended June 30, 2011

Cash charges:
	2011 charges for 2006 and prior initiatives	$	—		$	2
	2011 charges for 2009 initiatives		2			3
	2011 charges for 2010 initiatives		2			3
	2011 charges for 2011 initiatives		6			11
Reversal of reserves no longer required			(1	)		(3	)

Total 2011 Restructuring, Impairment and Plant Closing Costs		$	9		$	16

		Three Months Ended June 30, 2010			Six Months Ended June 30, 2010

Cash charges:
	2010 charges for 2005 initiatives	$	1		$	1
	2010 charges for 2009 initiatives		3			5
	2010 charges for 2010 initiatives		16			20
Reversal of reserves no longer required			(3	)		(6	)

Total 2010 Restructuring, Impairment and Plant Closing Costs		$	17		$	20

		June 30, 2011		December 31, 2010

Senior Credit Facilities:
	Term loans	$	1,692	$	1,688
Amounts outstanding under A/R programs			254		238
Senior notes			462		452
Senior Subordinated notes			1,198		1,279
Australian credit facilities			34		33
HPS (China) debt			147		188
Variable interest entities			313		200
Other			75		68

Total debt—excluding debt to affiliates		$	4,175	$	4,146

Total current portion of debt		$	289	$	519
Long-term portion			3,886		3,627

Total debt—excluding debt to affiliates		$	4,175	$	4,146

Total debt—excluding debt to affiliates		$	4,175	$	4,146
Notes payable to affiliates—noncurrent			4		4

Total debt		$	4,179	$	4,150

		June 30, 2011		December 31, 2010

Senior Credit Facilities:
	Term loans	$	1,692	$	1,688
Amounts outstanding under A/R programs			254		238
Senior notes			462		452
Subordinated notes			1,198		1,279
Australian credit facilities			34		33
HPS (China) debt			147		188
Variable interest entities			313		200
Other			75		68

Total debt—excluding debt to affiliates		$	4,175	$	4,146

Total current portion of debt		$	289	$	519
Long-term portion			3,886		3,627

Total debt—excluding debt to affiliates		$	4,175	$	4,146

Total debt—excluding debt to affiliates		$	4,175	$	4,146
Notes payable to affiliates—current			100		100
Notes payable to affiliates—noncurrent			439		439

Total debt		$	4,714	$	4,685

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	June 30, 2011		December 31, 2010

Current assets	$	117	$	90
Property, plant and equipment, net		267		275
Other noncurrent assets		61		56
Deferred income taxes		40		40
Intangible assets		6		7

Total assets	$	491	$	468

Current liabilities		135		111
Long-term debt		188		188
Deferred income taxes		2		—
Other noncurrent liabilities		91		109

Total liabilities	$	416	$	408

	Workforce reductions(1)			Demolition and decommissioning			Noncancelable 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		1			—			1			—			2
2011 charges for 2009 initiatives		1			—			—			2			3
2011 charges for 2010 initiatives		—			2			—			1			3
2011 charges for 2011 initiatives		11			—			—			—			11
Reversal of reserves no longer required		(3	)		—			—			—			(3	)
2011 payments for 2006 and prior initiatives		—			—			(1	)		—			(1	)
2011 payments for 2008 initiatives		(1	)		—			—			—			(1	)
2011 payments for 2009 initiatives		(2	)		—			—			(3	)		(5	)
2011 payments for 2010 initiatives		(9	)		(2	)		—			(1	)		(12	)
2011 payments for 2011 initiatives		(1	)		—			—			—			(1	)
Net activity of discontinued operations		—			—			—			(1	)		(1	)
Foreign currency effect on liability balance		3			(1	)		—			—			2

Accrued liabilities as of June 30, 2011	$	36		$	—		$	1		$	9		$	46

	June 30, 2011		December 31, 2010

2006 initiatives and prior	$	5	$	4
2008 initiatives		—		1
2009 initiatives		17		20
2010 initiatives		14		24
2011 initiatives		10		—

Total	$	46	$	49

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	$	390		USD LIBOR plus 2.25%	2016	(2)
Extended Term Loan B		NA	$	650	$	650		USD LIBOR plus 2.50%	2017	(2)

Facility	Maturity	Maximum Funding Availability(1)	Amount Outstanding	Interest Rate(2)(3)

U.S. A/R Program	April 2014	$250	$90	Applicable Rate plus 1.50%-1.65%
EU A/R Program	April 2014	€225 (approximately $323)	€114 (approximately $164)	Applicable Rate plus 2.0%

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

	June 30, 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		(5	)		(5	)		19			19
Interest rate contracts		(12	)		(12	)		(9	)		(9	)
Long-term debt (including current portion)		(4,175	)		(4,372	)		(4,146	)		(4,371	)

						Fair Value Amounts Using

Description			June 30, 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	$	—		$	—

Liabilities:
	Derivatives:
		Cross-currency interest rate contracts(1)	$	(5	)	$	—	$	—		$	(5	)
		Interest rate contracts(2)		(12	)		—		(12	)		—

Total liabilities			$	(17	)	$	—	$	(12	)	$	(5	)

		Three months ended June 30, 2011			Six months ended June 30, 2011

Fair Value Measurements Using Significant Unobservable Inputs (Level 3)		Cross-Currency Interest Rate Contracts			Cross-Currency Interest Rate Contracts
Beginning balance		$	4		$	19
Total gains or losses
	Included in earnings		—			—
	Included in other comprehensive income (loss)		(9	)		(24	)
Purchases, issuances, sales and settlements			—			—

Ending balance June 30, 2011		$	(5	)	$	(5	)

The amount of total gains (losses) for the period included in earnings earnings attributable to the change in unrealized gains (losses) relating to assets still held at June 30, 2011		$	—		$	—

		Three months ended June 30, 2010		Six months ended June 30, 2010

Fair Value Measurements Using Significant Unobservable Inputs (Level 3)		Cross-Currency Interest Rate Contract		Retained Interest in Securitized Receivables			Cross-Currency Interest Rate Contract		Total
Beginning balance		$	4	$	262		$	—	$	262
Total gains or losses
	Included in earnings		15		—			14		14
	Included in other comprehensive income (loss)		32		—			37		37
Purchases, issuances, sales and settlements (1)			—		(262	)		—		(262	)

Ending balance June 30, 2010		$	51	$	—		$	51	$	51

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 June 30, 2010		$	15	$	—		$	14	$	14

	Three months ended June 30, 2011					Six months ended June 30, 2011

	Interest expense		Other comprehensive loss			Interest expense		Other comprehensive loss
Total net gains included in earnings	$	—	$	—		$	—	$	—
Changes in unrealized losses relating to assets still held at June 30, 2011		—		(9	)		—		(24	)

								Other comprehensive income (loss)

		Accumulated other comprehensive income (loss)						Other comprehensive income (loss)
		Accumulated other comprehensive income (loss)						Three Months Ended					Six Months Ended
		June 30, 2011			December 31, 2010			June 30, 2011		June 30, 2010			June 30, 2011			June 30, 2010
Foreign currency translation adjustments, net of tax of $16 and $25 as of June 30, 2011 and December 31, 2010, respectively		$	445		$	298		$	56	$	(63	)	$	147		$	(113	)
Pension and other postretirement benefit adjustments, net of tax of $90 and $92 as of June 30, 2011 and December 31, 2010, respectively			(605	)		(613	)		4		4			8			10
Other comprehensive income of unconsolidated affiliates			7			7			—		—			—			—
Other, net			5			4			—		(5	)		1			(5	)

	Total		(148	)		(304	)		60		(64	)		156			(108	)
Amounts attributable to noncontrolling interests			6			7			—		—			(1	)		—

Amounts attributable to Huntsman Corporation		$	(142	)	$	(297	)	$	60	$	(64	)	$	155		$	(108	)

	Six months ended June 30,

	2011		2010
Unresolved at beginning of period		1,116		1,138
Tendered during period		9		21
Resolved during period(1)		39		14
Unresolved at end of period		1,086		1,145

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		(1,226	)		2.82
Forfeited		(99	)		5.80

Outstanding at June 30, 2011		10,613			13.90		6.4	$	66

Exercisable at June 30, 2011		7,322			16.42		5.5		31

	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		669			17.61		311			17.59
Vested		(1,485	)(1)		7.17		(726	)		5.54
Forfeited		(8	)		4.57		(71	)		8.85

Nonvested at June 30, 2011		2,302			9.92		1,156			9.30

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

			Parent Company			Guarantors			Nonguarantors			Eliminations			Consolidated Huntsman International LLC

ASSETS
Current assets:
	Cash and cash equivalents		$	55		$	3		$	248		$	—		$	306
	Restricted cash			—			—			7			—			7
	Accounts and notes receivable, net			26			185			1,625			—			1,836
	Accounts receivable from affiliates			1,224			2,812			82			(4,046	)		72
	Inventories			107			280			1,369			(10	)		1,746
	Prepaid expenses			7			—			50			(24	)		33
	Deferred income taxes			5			—			45			(9	)		41
	Other current assets			40			7			258			(39	)		266

		Total current assets		1,464			3,287			3,684			(4,128	)		4,307
Property, plant and equipment, net				402			866			2,431			2			3,701
Investment in unconsolidated affiliates				5,587			1,730			133			(7,258	)		192
Intangible assets, net				52			2			60			(3	)		111
Goodwill				(19	)		84			46			—			111
Deferred income taxes				62			—			175			(36	)		201
Notes receivable from affiliates				54			985			6			(1,039	)		6
Other noncurrent assets				57			151			257			—			465

		Total assets	$	7,659		$	7,105		$	6,792		$	(12,462	)	$	9,094

LIABILITIES AND EQUITY
Current liabilities:
	Accounts payable		$	74		$	268		$	768		$	—		$	1,110
	Accounts payable to affiliates			2,065			839			1,171			(4,046	)		29
	Accrued liabilities			111			138			570			(62	)		757
	Deferred income taxes			—			55			20			(11	)		64
	Note payable to affiliate			100			—			—			—			100
	Current portion of debt			93			—			196			—			289

		Total current liabilities		2,443			1,300			2,725			(4,119	)		2,349
Long-term debt				3,259			—			627			—			3,886
Notes payable to affiliates				435			—			1,043			(1,039	)		439
Deferred income taxes				—			37			84			(34	)		87
Other noncurrent liabilities				163			133			544			(3	)		837

		Total liabilities		6,300			1,470			5,023			(5,195	)		7,598
Equity
Huntsman International LLC members' equity:
	Members' equity			3,074			4,741			2,313			(7,054	)		3,074
	Subsidiary preferred stock			—			—			1			(1	)		—
	Accumulated deficit			(1,519	)		(1,015	)		(422	)		1,437			(1,519	)
	Accumulated other comprehensive (loss) income			(196	)		1,909			(211	)		(1,698	)		(196	)

		Total Huntsman International LLC members' equity		1,359			5,635			1,681			(7,316	)		1,359
Noncontrolling interests in subsidiaries				—			—			88			49			137

		Total equity		1,359			5,635			1,769			(7,267	)		1,496

	Total liabilities and equity		$	7,659		$	7,105		$	6,792		$	(12,462	)	$	9,094

		Parent Company			Guarantors			Nonguarantors			Eliminations			Consolidated Huntsman International LLC

Revenues:
	Trade sales, services and fees, net	$	231		$	861		$	1,807		$	(3	)	$	2,896
	Related party sales		110			149			283			(504	)		38

Total revenues			341			1,010			2,090			(507	)		2,934
Cost of goods sold			298			816			1,802			(487	)		2,429

Gross profit			43			194			288			(20	)		505
Selling, general and administrative			45			31			179			—			255
Research and development			13			8			21			—			42
Other operating income			(4	)		(11	)		(11	)		—			(26	)
Restructuring, impairment and plant closing costs			—			—			9			—			9

Operating (loss) income			(11	)		166			90			(20	)		225
Interest (expense) income, net			(54	)		11			(24	)		—			(67	)
Equity in income of investment in affiliates and subsidiaries			162			53			3			(216	)		2
Other (expense) income			(16	)		—			—			17			1

Income from continuing operations before income taxes			81			230			69			(219	)		161
Income tax benefit (expense)			36			(60	)		(10	)		—			(34	)

Income from continuing operations			117			170			59			(219	)		127
Loss from discontinued operations, net of tax			—			—			(1	)		—			(1	)

Income before extraordinary gain			117			170			58			(219	)		126
Extraordinary gain on the acquisition of a business, net of tax of nil			—			—			1			—			1

Net income			117			170			59			(219	)		127
Net income attributable to noncontrolling interests			—			(1	)		(4	)		(5	)		(10	)

Net income attributable to Huntsman International LLC		$	117		$	169		$	55		$	(224	)	$	117

		Parent Company			Guarantors			Nonguarantors			Eliminations			Consolidated Huntsman International LLC

Revenues:
	Trade sales, services and fees, net	$	207		$	650		$	1,423		$	—		$	2,280
	Related party sales		67			140			269			(413	)		63

Total revenues			274			790			1,692			(413	)		2,343
Cost of goods sold			233			665			1,463			(406	)		1,955

Gross profit			41			125			229			(7	)		388
Selling, general and administrative			34			24			150			—			208
Research and development			12			7			17			—			36
Other operating (income) expense			(10	)		19			(13	)		—			(4	)
Restructuring, impairment and plant closing costs			—			—			17			—			17

Operating income			5			75			58			(7	)		131
Interest (expense) income, net			(41	)		9			(15	)		—			(47	)
Equity income of investment in affiliates and subsidiaries			177			55			19			(235	)		16
Loss on early extinguishment of debt			(7	)		—			—			—			(7	)
Other (expense) income			(10	)		—			2			10			2

Income from continuing operations before income taxes			124			139			64			(232	)		95
Income tax benefit (expense)			11			(33	)		(16	)		—			(38	)

Income from continuing operations			135			106			48			(232	)		57
(Loss) income from discontinued operations, net of tax			(18	)		68			12			—			62

Net income			117			174			60			(232	)		119
Net income attributable to noncontrolling interests			—			(1	)		(2	)		1			(2	)

Net income attributable to Huntsman International LLC		$	117		$	173		$	58		$	(231	)	$	117

		Parent Company			Guarantors			Nonguarantors			Eliminations			Consolidated Huntsman International LLC

Revenues:
	Trade sales, services and fees, net	$	435		$	1,664		$	3,426		$	(3	)	$	5,522
	Related party sales		192			283			569			(953	)		91

Total revenues			627			1,947			3,995			(956	)		5,613
Cost of goods sold			541			1,582			3,456			(936	)		4,643

Gross profit			86			365			539			(20	)		970
Selling, general and administrative			84			57			331			—			472
Research and development			24			16			41			—			81
Other operating expense (income)			33			(38	)		13			—			8
Restructuring, impairment and plant closing costs			—			—			16			—			16

Operating (loss) income			(55	)		330			138			(20	)		393
Interest (expense) income, net			(110	)		21			(42	)		—			(131	)
Equity in income of investment in affiliates and subsidiaries			281			61			5			(343	)		4
Loss on early extinguishment of debt			(3	)		—			—			—			(3	)
Other (expense) income			(16	)		—			—			17			1

Income from continuing operations before income taxes			97			412			101			(346	)		264
Income tax benefit (expense)			76			(120	)		(12	)		—			(56	)

Income from continuing operations			173			292			89			(346	)		208
Income (loss) from discontinued operations, net of tax			7			—			(22	)		—			(15	)

Income before extraordinary gain			180			292			67			(346	)		193
Extraordinary gain on the acquisition of a business, net of tax of nil			—			—			2			—			2

Net income			180			292			69			(346	)		195
Net income attributable to noncontrolling interests			—			(1	)		(8	)		(6	)		(15	)

Net income attributable to Huntsman International LLC		$	180		$	291		$	61		$	(352	)	$	180

		Parent Company			Guarantors			Nonguarantors			Eliminations			Consolidated Huntsman International LLC

Revenues:
	Trade sales, services and fees, net	$	390		$	1,157		$	2,782		$	—		$	4,329
	Related party sales		125			248			497			(762	)		108

Total revenues			515			1,405			3,279			(762	)		4,437
Cost of goods sold			431			1,237			2,846			(751	)		3,763

Gross profit			84			168			433			(11	)		674
Selling, general and administrative			70			44			309			—			423
Research and development			24			14			34			—			72
Other operating (income) expense			(27	)		33			(17	)		—			(11	)
Restructuring, impairment and plant closing costs			2			—			18			—			20

Operating income			15			77			89			(11	)		170
Interest (expense) income, net			(97	)		18			(34	)		—			(113	)
Equity income of investment in affiliates and subsidiaries			175			49			19			(226	)		17
Loss on early extinguishment of debt			(16	)		—			—			—			(16	)
Other (expense) income			(10	)		—			2			10			2

Income from continuing operations before income taxes			67			144			76			(227	)		60
Income tax benefit (expense)			35			(35	)		(16	)		—			(16	)

Income from continuing operations			102			109			60			(227	)		44
(Loss) income from discontinued operations, net of tax			(11	)		68			(8	)		—			49

Net income			91			177			52			(227	)		93
Net income attributable to noncontrolling interests			—			(1	)		(2	)		1			(2	)

Net income attributable to Huntsman International LLC		$	91		$	176		$	50		$	(226	)	$	91

	Parent Company			Guarantors			Nonguarantors			Eliminations			Consolidated Huntsman International LLC

Net cash provided by (used in) operating activities	$	86		$	45		$	(128	)	$	(6	)	$	(3	)

Investing activities:
Capital expenditures		(7	)		(29	)		(88	)		—			(124	)
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		—			—			3			—			3
Decrease in receivable from affiliate		8			—			—			—			8
Investment in affiliate		(106	)		(1	)		—			107			—
Investment in unconsolidated affiliate		—			(10	)		—			—			(10	)
Cash received from unconsolidated affiliates		—			13			—			—			13
Other, net		—			—			(6	)		5			(1	)

Net cash used in investing activities		(105	)		(27	)		(83	)		112			(103	)
Financing activities:
Net borrowings under revolving loan facilities		—			—			4			—			4
Net borrowings on overdraft facilities		—			—			11			—			11
Repayments of short-term debt		—			—			(100	)		—			(100	)
Borrowings on short-term debt		—			—			76			—			76
Repayments of long-term debt		(100	)		—			(70	)		—			(170	)
Proceeds from issuance of long-term debt		—			—			71			—			71
Repayments of notes payable		(14	)		—			(1	)		—			(15	)
Borrowings on notes payable		—			—			1			—			1
Debt issuance costs paid		(7	)		—			—			—			(7	)
Call premiums related to early extinguishment of debt		(3	)		—			—			—			(3	)
Contribution from parent, net		—			(23	)		130			(107	)		—
Dividends paid		(32	)		(1	)		—			1			(32	)
Excess tax benefit related to stock-based compensation		10			—			—			—			10

Net cash (used in) provided by financing activities		(146	)		(24	)		122			(106	)		(154	)
Effect of exchange rate changes on cash		—			—			5			—			5

Decrease in cash and cash equivalents		(165	)		(6	)		(84	)		—			(255	)
Cash and cash equivalents at beginning of period		220			9			332			—			561

Cash and cash equivalents at end of period	$	55		$	3		$	248		$	—		$	306

	Parent Company			Guarantors			Nonguarantors			Eliminations			Consolidated Huntsman International LLC

Net cash used in operating activities	$	(340	)	$	(13	)	$	(60	)	$	—		$	(413	)

Investing activities:
Capital expenditures		(6	)		(26	)		(46	)		—			(78	)
Proceeds from settlements treated as reimbursement of capital expenditures		—			34			—			—			34
Investment in unconsolidated affiliates		—			—			(4	)		—			(4	)
Investment in affiliate		(116	)		(4	)		—			120			—
Change in restricted cash		—			—			(1	)		—			(1	)
Increase in receivable from affiliate		(46	)		—			—			—			(46	)

Net cash (used in) provided by investing activities		(168	)		4			(51	)		120			(95	)
Financing activities:
Net borrowings under revolving loan facilities		—			—			(4	)		—			(4	)
Revolving loan facility from A/R Programs		254			—			—			—			254
Net borrowings on overdraft facilities		—			—			5			—			5
Repayments of short-term debt		—			—			(94	)		—			(94	)
Borrowings on short-term debt		—			—			115			—			115
Repayments of long-term debt		(629	)		—			(30	)		—			(659	)
Proceeds from issuance of long-term debt		350			—			25			—			375
Repayments of note payable to affiliate		(125	)		—			—			—			(125	)
Proceeds from note payable to affiliate		110			—			—			—			110
Intercompany repayments		—			—			(5	)		5			—
Repayments of notes payable		(19	)		—			(3	)		—			(22	)
Borrowings on notes payable		—			—			4			—			4
Debt issuance costs paid		(17	)		—			—			—			(17	)
Call premiums related to early extinguishment of debt		(7	)		—			—			—			(7	)
Contribution from parent, net		—			(2	)		127			(125	)		—
Excess tax benefit related to stock-based compensation		4			—			—			—			4
Other, net		—			(1	)		1			—			—

Net cash (used in) provided by financing activities		(79	)		(3	)		141			(120	)		(61	)
Effect of exchange rate changes on cash		—			—			(8	)		—			(8	)

(Decrease) increase in cash and cash equivalents		(587	)		(12	)		22			—			(577	)
Cash and cash equivalents at beginning of period		688			24			207			—			919

Cash and cash equivalents at end of period	$	101		$	12		$	229		$	—		$	342

		Three months ended June 30,									Six months ended June 30,

		Three months ended June 30,						Percent Change			Six months ended June 30,						Percent Change
		2011			2010			Percent Change			2011			2010			Percent Change
Revenues		$	2,934		$	2,343			25	%	$	5,613		$	4,437			27	%
Cost of goods sold			2,433			1,958			24	%		4,652			3,771			23	%

Gross profit			501			385			30	%		961			666			44	%
Operating expenses, net			272			241			13	%		563			497			13	%
Restructuring, impairment and plant closing costs			9			17			(47	)%		16			20			(20	)%

Operating income			220			127			73	%		382			149			156	%
Interest expense, net			(65	)		(43	)		51	%		(124	)		(104	)		19	%
Equity in income of investment in unconsolidated affiliates			2			16			(88	)%		4			17			(76	)%
Loss on early extinguishment of debt			—			(7	)		NM			(3	)		(162	)		(98	)%
Expenses associated with the Terminated Merger and related litigation			—			(1	)		NM			—			(1	)		NM
Other income			1			1			—			1			1			—

Income (loss) from continuing operations before income taxes			158			93			70	%		260			(100	)		NM
Income tax expense			(34	)		(39	)		(13	)%		(56	)		(5	)		NM

Income (loss) from continuing operations			124			54			130	%		204			(105	)		NM
(Loss) income from discontinued operations, net of tax			(1	)		62			NM			(15	)		49			NM
Extraordinary gain on the acquisition of a business, net of tax of nil			1			—			NM			2			—			NM

Net income (loss)			124			116			7	%		191			(56	)		NM
Net income attributable to noncontrolling interests			(10	)		(2	)		400	%		(15	)		(2	)		650	%

Net income (loss) attributable to Huntsman Corporation			114			114			—			176			(58	)		NM
Interest expense, net			65			43			51	%		124			104			19	%
Income tax expense from continuing operations			34			39			(13	)%		56			5			NM
Income tax (benefit) expense from discontinued operations			(1	)		37			NM			(8	)		29			NM
Depreciation and amortization			111			98			13	%		214			196			9	%

EBITDA(1)		$	323		$	331			(2	)%	$	562		$	276			104	%

Net income (loss) per share:
	Basic	$	0.48		$	0.48			—		$	0.74		$	(0.25	)		NM
	Diluted		0.47			0.47			—			0.72			(0.25	)		NM
Net cash provided by (used in) operating activities												1			(442	)		NM
Net cash used in investing activities												(111	)		(49	)		127	%
Net cash used in financing activities												(178	)		(480	)		(63	)%
Other non-GAAP measures:
Adjusted EBITDA(1)		$	318		$	257			24	%	$	620		$	380			63	%
Adjusted net income(2)			117			75			56	%		231			59			292	%
Adjusted income (loss) per share(2):
	Basic		0.49			0.32			53	%		0.97			0.25			288	%
	Diluted		0.48			0.31			55	%		0.95			0.25			280	%
Capital expenditures, net of reimbursements(3)												121			44			175	%

	Three months ended June 30, 2011 vs. 2010

	Average Selling Price(1)
	Local Currency			Foreign Currency Translation Impact			Sales Mix			Sales Volumes(1)
Period-Over-Period Increase (Decrease)
Polyurethanes		20	%		4	%		—			2	%
Performance Products		23	%		4	%		—			6	%
Advanced Materials		8	%		6	%		2	%		(4	)%
Textile Effects		—			5	%		—			(11	)%
Pigments		35	%		7	%		—			8	%
Total Company		19	%		5	%		(2	)%		4	%

			June 30, 2011		Less: Laffans Acquisition and Consolidation of Sasol-Huntsman(1)			Subtotal		December 31, 2010		Increase (Decrease)

Cash and cash equivalents			$	683	$	(28	)	$	655	$	966	$	(311	)	(32	)%
Restricted cash				7		—			7		7		—		—
Accounts receivable, net				1,837		(37	)		1,800		1,428		372		26	%
Inventories				1,746		(8	)		1,738		1,396		342		24	%
Prepaid expenses				34		—			34		46		(12	)	(26	)%
Deferred income taxes				2		—			2		1		1		100	%
Other current assets				271		(2	)		269		164		105		64	%

	Total current assets			4,580		(75	)		4,505		4,008		497		12	%

Accounts payable				1,132		(22	)		1,110		887		223		25	%
Accrued liabilities				758		(2	)		756		628		128		20	%
Deferred income taxes				20		—			20		19		1		5	%
Current portion of debt				289		(3	)		286		519		(233	)	(45	)%

	Total current liabilities			2,199		(27	)		2,172		2,053		119		6	%

		Working capital	$	2,381	$	(48	)	$	2,333	$	1,955	$	378		19	%


	10.1		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)
	10.2		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)
	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.INS*		XBRL Instance Document
	101.SCH*		XBRL Taxonomy Extension Schema
	101.CAL*		XBRL Taxonomy Extension Calculation Linkbase
	101.LAB*		XBRL Taxonomy Extension Label Linkbase
	101.PRE*		XBRL Taxonomy Extension Presentation Linkbase
	101.DEF*		XBRL Taxonomy Extension Definition Linkbase


Dated: August 4, 2011	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)