- 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 September 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

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

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 October 24, 2011, 237,778,496 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 SEPTEMBER 30, 2011

TABLE OF CONTENTS



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	70
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	96
ITEM 4.	Controls and Procedures	98
PART II	OTHER INFORMATION	99
ITEM 1.	Legal Proceedings	99
ITEM 1A.	Risk Factors	99
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	99
ITEM 6.	Exhibits	100

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

HUNTSMAN CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(Dollars in Millions, Except Share and Per Share Amounts)

			September 30, 2011			December 31, 2010

ASSETS
Current assets:
	Cash and cash equivalents(a)		$	453		$	966
	Restricted cash(a)			6			7
	Accounts and notes receivable (net of allowance for doubtful accounts of $51 and $52, respectively), ($739 and $589 pledged as collateral, respectively)(a)			1,762			1,413
	Accounts receivable from affiliates			14			15
	Inventories(a)			1,687			1,396
	Prepaid expenses			58			46
	Deferred income taxes			2			1
	Other current assets(a)			292			164

		Total current assets		4,274			4,008
Property, plant and equipment, net(a)				3,659			3,605
Investment in unconsolidated affiliates				206			234
Intangible assets, net(a)				99			105
Goodwill				110			94
Deferred income taxes				185			166
Notes receivable from affiliates				6			7
Other noncurrent assets(a)				469			495

		Total assets	$	9,008		$	8,714

LIABILITIES AND EQUITY
Current liabilities:
	Accounts payable(a)		$	941		$	842
	Accounts payable to affiliates			36			45
	Accrued liabilities(a)			732			628
	Deferred income taxes			19			19
	Current portion of debt(a)			230			519

		Total current liabilities		1,958			2,053
Long-term debt(a)				3,847			3,627
Notes payable to affiliates				4			4
Deferred income taxes				324			314
Other noncurrent liabilities(a)				941			866

		Total liabilities		7,074			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, 241,822,022 and 239,549,365 issued and 235,720,273 and 236,799,455 outstanding in 2011 and 2010, respectively			2			2
	Additional paid-in capital			3,228			3,186
	Treasury stock, 4,043,526 shares at September 30, 2011			(50	)		—
	Unearned stock-based compensation			(14	)		(11	)
	Accumulated deficit			(1,029	)		(1,090	)
	Accumulated other comprehensive loss			(337	)		(297	)

		Total Huntsman Corporation stockholders' equity		1,800			1,790
Noncontrolling interests in subsidiaries				134			60

		Total equity		1,934			1,850

		Total liabilities and equity	$	9,008		$	8,714

(a): At September 30, 2011 and December 31, 2010, respectively, $61 and $7 of cash and cash equivalents, $2 and nil of restricted cash, $35 and $8 of accounts and notes receivable (net), $53 and $45 of inventories, $2 each of other current assets, $412 and $275 of property, plant and equipment (net), $24 and $7 of intangible assets (net), $21 and $18 of other noncurrent assets, $62 and $56 of accounts payable, $19 and $16 of accrued liabilities, $27 and $15 of current portion of debt, $279 and $185 of long-term debt, and $97 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)

(Dollars in Millions, Except Per Share Amounts)

			Three months ended September 30,						Nine months ended September 30,

			2011			2010			2011			2010
Revenues:
	Trade sales, services and fees, net		$	2,923		$	2,360		$	8,445		$	6,689
	Related party sales			53			41			144			149

		Total revenues		2,976			2,401			8,589			6,838
Cost of goods sold				2,486			1,986			7,138			5,757

Gross profit				490			415			1,451			1,081
Operating expenses:
	Selling, general and administrative			217			202			691			628
	Research and development			42			39			123			111
	Other operating (income) expense			(1	)		3			7			2
	Restructuring, impairment and plant closing costs			155			4			171			24

		Total expenses		413			248			992			765

Operating income				77			167			459			316
Interest expense, net				(63	)		(64	)		(187	)		(168	)
Equity in income of investment in unconsolidated affiliates				2			3			6			20
Loss on early extinguishment of debt				(2	)		(7	)		(5	)		(169	)
Expenses associated with the Terminated Merger and related litigation				—			(3	)		—			(4	)
Other (loss) income				(1	)		2			—			3

Income (loss) from continuing operations before income taxes				13			98			273			(2	)
Income tax expense				(55	)		(41	)		(111	)		(46	)

(Loss) income from continuing operations				(42	)		57			162			(48	)
Income (loss) from discontinued operations, net of tax				10			(1	)		(5	)		48

(Loss) income before extraordinary gain				(32	)		56			157			—
Extraordinary gain on the acquisition of a business, net of tax of nil				—			—			2			—

Net (loss) income				(32	)		56			159			—
Net income attributable to noncontrolling interests				(2	)		(1	)		(17	)		(3	)

Net (loss) income attributable to Huntsman Corporation			$	(34	)	$	55		$	142		$	(3	)

Net (loss) income			$	(32	)	$	56		$	159		$	—
Other comprehensive (loss) income				(195	)		146			(39	)		38

Comprehensive (loss) income				(227	)		202			120			38
Comprehensive income attributable to noncontrolling interests				(2	)		(1	)		(18	)		(3	)

Comprehensive (loss) income attributable to Huntsman Corporation			$	(229	)	$	201		$	102		$	35

Basic income (loss) per share:
(Loss) income from continuing operations attributable to Huntsman Corporation common stockholders			$	(0.19	)	$	0.24		$	0.61		$	(0.22	)
Income (loss) from discontinued operations attributable to Huntsman Corporation common stockholders, net of tax				0.05			(0.01	)		(0.02	)		0.21
Extraordinary gain on the acquisition of a business attributable to Huntsman Corporation common stockholders, net of tax				—			—			0.01			—

Net (loss) income attributable to Huntsman Corporation common stockholders			$	(0.14	)	$	0.23		$	0.60		$	(0.01	)

Weighted average shares				237.6			236.4			238.2			235.9

Diluted income (loss) per share:
(Loss) income from continuing operations attributable to Huntsman Corporation common stockholders			$	(0.19	)	$	0.23		$	0.60		$	(0.22	)
Income (loss) from discontinued operations attributable to Huntsman Corporation common stockholders, net of tax				0.05			—			(0.02	)		0.21
Extraordinary gain on the acquisition of a business attributable to Huntsman Corporation common stockholders, net of tax				—			—			0.01			—

Net (loss) income attributable to Huntsman Corporation common stockholders			$	(0.14	)	$	0.23		$	0.59		$	(0.01	)

Weighted average shares				237.6			241.0			242.6			235.9

Amounts attributable to Huntsman Corporation common stockholders:
(Loss) income from continuing operations			$	(44	)	$	56		$	145		$	(51	)
Income (loss) from discontinued operations, net of tax				10			(1	)		(5	)		48
Extraordinary gain on the acquisition of a business, net of tax				—			—			2			—

Net (loss) income			$	(34	)	$	55		$	142		$	(3	)

Dividends per share			$	0.10		$	0.10		$	0.30		$	0.30

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)

		Nine months ended September 30,

		2011			2010
Operating Activities:
Net income		$	159		$	—
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Gain on the consolidation of a variable interest entity			(12	)		—
Equity in income of investment in unconsolidated affiliates			(6	)		(20	)
Depreciation and amortization			327			295
(Gain) loss on disposal of businesses/assets, net			(5	)		8
Loss on early extinguishment of debt			5			169
Noncash interest expense			28			12
Noncash impairment charge			53			—
Deferred income taxes			(4	)		72
Noncash (gain) loss on foreign currency transactions			(15	)		8
Stock-based compensation			19			19
Portion of insurance settlement representing cash provided by investing activities			—			(34	)
Other, net			—			9
Changes in operating assets and liabilities:
	Accounts and notes receivable		(314	)		(318	)
	Accounts receivable from A/R Programs		—			(254	)
	Inventories		(273	)		(184	)
	Prepaid expenses		(15	)		(15	)
	Other current assets		(150	)		(36	)
	Other noncurrent assets		20			(69	)
	Accounts payable		81			61
	Accrued liabilities		123			(15	)
	Other noncurrent liabilities		4			(58	)

Net cash provided by (used in) operating activities			25			(350	)

Investing Activities:
Capital expenditures			(217	)		(132	)
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			11
Cash paid for acquisition of a business			(23	)		—
Proceeds from sale of business/assets			7			—
Investment in unconsolidated affiliates			(17	)		(4	)
Cash received from unconsolidated affiliates			19			5
Other, net			—			1

Net cash used in investing activities			(200	)		(85	)

(Continued)

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HUNTSMAN CORPORATION AND SUBSIDIARIES

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

(Dollars in Millions)

		Nine months ended September 30,

		2011			2010
Financing Activities:
Net repayments under revolving loan facilities		$	—		$	(7	)
Revolving loan facility from A/R Programs			—			254
Net borrowings on overdraft facilities			10			6
Repayments of short-term debt			(151	)		(153	)
Borrowings on short-term debt			126			188
Repayments of long-term debt			(287	)		(1,073	)
Proceeds from issuance of long-term debt			89			725
Repayments of notes payable			(24	)		(36	)
Borrowings on notes payable			35			38
Debt issuance costs paid			(7	)		(25	)
Call premiums related to early extinguishment of debt			(5	)		(159	)
Dividends paid to common stockholders			(72	)		(72	)
Dividends paid to noncontrolling interest			(5	)		—
Repurchase and cancellation of stock awards			(9	)		(6	)
Repurchase of common stock			(50	)		—
Proceeds from issuance of common stock			4			2
Excess tax benefit related to stock-based compensation			10			4
Other, net			1			—

Net cash used in financing activities			(335	)		(314	)

Effect of exchange rate changes on cash			(3	)		7

Decrease in cash and cash equivalents			(513	)		(742	)
Cash and cash equivalents at beginning of period			966			1,745

Cash and cash equivalents at end of period		$	453		$	1,003

Supplemental cash flow information:
	Cash paid for interest	$	178		$	142
	Cash paid for income taxes		84			19

During the nine months ended September 30, 2011 and 2010, the amount of capital expenditures in accounts payable decreased by $12 million and $6 million, respectively.

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

Table of Contents

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 outstanding			Common stock		Additional paid-in capital		Treasury Stock			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		—			—		—		—			—			142			—			17			159
Dividend paid to noncontrolling interest		—			—		—		—			—			—			—			(5	)		(5	)
Other comprehensive (loss) income		—			—		—		—			—			—			(40	)		1			(39	)
Consolidation of a variable interest entity		—			—		—		—			—			—			—			61			61
Issuance of nonvested stock awards		—			—		11		—			(11	)		—			—			—			—
Vesting of stock awards		2,222,925			—		13		—			—			—			—			—			13
Recognition of stock-based compensation		—			—		4		—			8			—			—			—			12
Repurchase of common stock		(4,043,526	)		—		—		(50	)		—			—			—			—			(50	)
Repurchase and cancellation of stock awards		(505,517	)		—		—		—			—			(9	)		—			—			(9	)
Stock options exercised		1,246,936			—		4		—			—			—			—			—			4
Excess tax benefit related to stock-based compensation		—			—		10		—			—			—			—			—			10
Dividends paid on common stock		—			—		—		—			—			(72	)		—			—			(72	)

Balance, September 30, 2011		235,720,273		$	2	$	3,228	$	(50	)	$	(14	)	$	(1,029	)	$	(337	)	$	134		$	1,934

	Huntsman Corporation Stockholders

	Shares
	Shares															Accumulated other comprehensive (loss) income
	Common stock outstanding			Common stock		Additional paid-in capital		Treasury Stock		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) income		—			—		—		—		—			(3	)		—			3		—
Other comprehensive income		—			—		—		—		—			—			38			—		38
Consolidation of a variable interest entity		—			—		—		—		—						—			35		35
Issuance of nonvested stock awards		—			—		12		—		(12	)		—			—			—		—
Vesting of stock awards		1,933,030			—		9		—		—			—			—			—		9
Recognition of stock-based compensation		—			—		3		—		10			—			—			—		13
Repurchase and cancellation of stock awards		(428,944	)		—		—		—		—			(6	)		—			—		(6	)
Stock options exercised		863,218			—		2		—		—			—			—			—		2
Excess tax benefit related to stock-based compensation		—			—		4		—		—			—			—			—		4
Dividends paid on common stock		—			—		—		—		—			(72	)		—			—		(72	)

Balance, September 30, 2010		236,448,794		$	2	$	3,185	$	—	$	(13	)	$	(1,096	)	$	(249	)	$	59	$	1,888

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)

			September 30, 2011			December 31, 2010

ASSETS
Current assets:
	Cash and cash equivalents(a)		$	234		$	561
	Restricted cash(a)			6			7
	Accounts and notes receivable (net of allowance for doubtful accounts of $51 and $52, respectively), ($739 and $589 pledged as collateral, respectively)(a)			1,762			1,413
	Accounts receivable from affiliates			131			100
	Inventories(a)			1,687			1,396
	Prepaid expenses			57			45
	Deferred income taxes			40			40
	Other current assets(a)			287			160

		Total current assets		4,204			3,722
Property, plant and equipment, net(a)				3,541			3,469
Investment in unconsolidated affiliates				206			234
Intangible assets, net(a)				101			107
Goodwill				110			94
Deferred income taxes				198			179
Notes receivable from affiliates				6			7
Other noncurrent assets(a)				468			495

		Total assets	$	8,834		$	8,307

LIABILITIES AND EQUITY
Current liabilities:
	Accounts payable(a)		$	940		$	840
	Accounts payable to affiliates			47			59
	Accrued liabilities(a)			729			626
	Deferred income taxes			63			63
	Note payable to affiliate			100			100
	Current portion of debt(a)			230			519

		Total current liabilities		2,109			2,207
Long-term debt(a)				3,847			3,627
Notes payable to affiliates				544			439
Deferred income taxes				155			94
Other noncurrent liabilities(a)				933			852

		Total liabilities		7,588			7,219
Commitments and contingencies (Notes 13 and 14)
Equity
Huntsman International LLC members' equity:
	Members' equity, 2,728 units issued and outstanding			3,076			3,049
	Accumulated deficit			(1,574	)		(1,667	)
	Accumulated other comprehensive loss			(390	)		(354	)

		Total Huntsman International LLC members' equity		1,112			1,028
Noncontrolling interests in subsidiaries				134			60

		Total equity		1,246			1,088

		Total liabilities and equity	$	8,834		$	8,307

(a): At September 30, 2011 and December 31, 2010, respectively, $61 and $7 of cash and cash equivalents, $2 and nil of restricted cash, $35 and $8 of accounts and notes receivable (net), $53 and $45 of inventories, $2 each of other current assets, $412 and $275 of property, plant and equipment (net), $24 and $7 of intangible assets (net), $21 and $18 of other noncurrent assets, $62 and $56 of accounts payable, $19 and $16 of accrued liabilities, $27 and $15 of current portion of debt, $279 and $185 of long-term debt, and $97 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).

Table of Contents

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND

COMPREHENSIVE INCOME (LOSS) (UNAUDITED)

(Dollars in Millions)

			Three months ended September 30,						Nine months ended September 30,

			2011			2010			2011			2010
Revenues:
	Trade sales, services and fees, net		$	2,923		$	2,360		$	8,445		$	6,689
	Related party sales			53			41			144			149

		Total revenues		2,976			2,401			8,589			6,838
Cost of goods sold				2,481			1,981			7,124			5,744

Gross profit				495			420			1,465			1,094
Operating expenses:
	Selling, general and administrative			216			202			688			625
	Research and development			42			39			123			111
	Other operating (income) expense			(1	)		3			7			(8	)
	Restructuring, impairment and plant closing costs			155			4			171			24

		Total expenses		412			248			989			752

Operating income				83			172			476			342
Interest expense, net				(66	)		(69	)		(197	)		(182	)
Equity in income of investment in unconsolidated affiliates				2			3			6			20
Loss on early extinguishment of debt				(2	)		(7	)		(5	)		(23	)
Other (loss) income				(1	)		1			—			3

Income from continuing operations before income taxes				16			100			280			160
Income tax expense				(55	)		(40	)		(111	)		(56	)

(Loss) income from continuing operations				(39	)		60			169			104
Income (loss) from discontinued operations, net of tax				10			(1	)		(5	)		48

(Loss) income before extraordinary gain				(29	)		59			164			152
Extraordinary gain on the acquisition of a business, net of tax of nil				—			—			2			—

Net (loss) income				(29	)		59			166			152
Net income attributable to noncontrolling interests				(2	)		(1	)		(17	)		(3	)

Net (loss) income attributable to Huntsman International LLC			$	(31	)	$	58		$	149		$	149

Net (loss) income			$	(29	)	$	59		$	166		$	152
Other comprehensive (loss) income				(194	)		148			(35	)		42

Comprehensive (loss) income				(223	)		207			131			194
Comprehensive income attributable to noncontrolling interests				(2	)		—			(18	)		(2	)

Comprehensive (loss) income attributable to Huntsman International LLC			$	(225	)	$	207		$	113		$	192

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

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(Dollars in Millions)

		Nine months ended September 30,

		2011			2010
Operating Activities:
Net income		$	166		$	152
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Gain on the consolidation of a variable interest entity			(12	)		—
Equity in income of investment in unconsolidated affiliates			(6	)		(20	)
Depreciation and amortization			310			279
(Gain) loss on disposal of businesses/assets, net			(5	)		8
Loss on early extinguishment of debt			5			23
Noncash interest expense			38			26
Noncash impairment charge			53			—
Deferred income taxes			47			66
Noncash (gain) loss on foreign currency transactions			(15	)		8
Noncash compensation			17			17
Portion of insurance settlement representing cash provided by investing activities			—			(34	)
Other, net			(1	)		7
Changes in operating assets and liabilities:
	Accounts and notes receivable		(314	)		(318	)
	Accounts receivable from A/R Programs		—			(254	)
	Inventories		(273	)		(184	)
	Prepaid expenses		(14	)		(14	)
	Other current assets		(150	)		(26	)
	Other noncurrent assets		20			(69	)
	Accounts payable		72			60
	Accrued liabilities		122			2
	Other noncurrent liabilities		8			(54	)

Net cash provided by (used in) operating activities			68			(325	)

Investing Activities:
Capital expenditures			(217	)		(132	)
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			11
Cash paid for acquisition of a business			(23	)		—
Proceeds from sale of business/assets			7			—
Decrease in receivable from affiliate			(35	)		(42	)
Investment in unconsolidated affiliates			(17	)		(4	)
Cash received from unconsolidated affiliates			19			5
Other, net			—			1

Net cash used in investing activities			(235	)		(127	)

(Continued)

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

(Dollars in Millions)

		Nine months ended September 30,

		2011			2010
Financing Activities:
Net repayments under revolving loan facilities		$	—		$	(7	)
Revolving loan facility from A/R Programs			—			254
Net borrowings on overdraft facilities			10			6
Repayments of short-term debt			(151	)		(153	)
Borrowings on short-term debt			126			188
Repayments of long-term debt			(287	)		(837	)
Proceeds from issuance of long-term debt			89			725
Repayments of notes payable to affiliate			—			(125	)
Proceeds from notes payable to affiliate			105			110
Repayments of notes payable			(24	)		(36	)
Borrowings on notes payable			35			38
Debt issuance costs paid			(7	)		(25	)
Call premiums related to early extinguishment of debt			(5	)		(13	)
Dividends paid to parent			(56	)		—
Dividends paid to noncontrolling interest			(5	)		—
Excess tax benefit related to noncash compensation			10			4
Other, net			3			—

Net cash (used in) provided by financing activities			(157	)		129

Effect of exchange rate changes on cash			(3	)		7

Decrease in cash and cash equivalents			(327	)		(316	)
Cash and cash equivalents at beginning of period			561			919

Cash and cash equivalents at end of period		$	234		$	603

Supplemental cash flow information:
	Cash paid for interest	$	179		$	133
	Cash paid for income taxes		34			17

During the nine months ended September 30, 2011 and 2010, the amount of capital expenditures in accounts payable decreased by $12 million and $6 million, respectively. During the nine months ended September 30, 2011 and 2010, Huntsman Corporation contributed $17 million for each related to stock-based compensation.

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

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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		—		—		149			—			17			166
Dividend paid to noncontrolling interest		—		—		—			—			(5	)		(5	)
Other comprehensive income		—		—		—			(36	)		1			(35	)
Consolidation of a variable interest entity		—		—		—			—			61			61
Contributions from parent		—		17		—			—			—			17
Dividend paid to parent		—		—		(56	)		—			—			(56	)
Excess tax benefit related to noncash compensation		—		10		—			—			—			10

Balance, September 30, 2011		2,728	$	3,076	$	(1,574	)	$	(390	)	$	134		$	1,246

	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		—		—		149			—			3		152
Other comprehensive loss		—		—		—			42			—		42
Consolidation of a variable interest entity		—		—		—			—			35		35
Contributions from parent		—		17		—			—			—		17
Excess tax benefit related to noncash compensation		—		4		—			—			—		4

Balance, September 30, 2010		2,728	$	3,042	$	(1,698	)	$	(306	)	$	59	$	1,097

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

1. GENERAL (Continued)

RECENT DEVELOPMENTS

Sale of Stereolithography Resin and Digitalis® Machine Manufacturing Businesses

On November 1, 2011 we announced that our Advanced Materials division completed the sale of its stereolithography resin and Digitalis® machine manufacturing businesses to 3D Systems Corporation for $41 million in cash. See "Note 21. Subsequent Events."

REDEMPTION OF SENIOR SUBORDINATED NOTES

On November 1, 2011, Huntsman International provided notice that it will redeem in full the remaining €68 million (approximately $93 million) of its 6.875% senior subordinated notes due 2013. See "Note 21. Subsequent Events."

Textile Effects Restructuring Program

On September 27, 2011, we announced plans to implement a significant restructuring of our Textile Effects business. See "Note 6. Restructuring, Impairment and Plant Closing Costs."

Share Repurchase Program

Effective August 5, 2011, our Board of Directors authorized our Company to repurchase up to $100 million in shares of our common stock. See "Note 11. Huntsman Corporation Stockholders' Equity—Share Repurchase Program."

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

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2. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS (Continued)

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 the chemical business of Laffans Petrochemicals Limited ("Laffans") 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."

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. These 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 these amendments in this ASU to have a significant impact on our condensed consolidated financial statements (unaudited).

In September 2011, the FASB issued ASU No. 2011-08, Intangibles—Goodwill and Other (Topic 350): Testing Goodwill for Impairment . The guidance in this ASU is intended to reduce complexity and costs of the annual goodwill impairment test by providing entities with the option of performing a qualitative assessment to determine whether further impairment testing is necessary. The amendments in this ASU include examples of events and circumstances that might indicate that a reporting unit's fair value is less than its carrying value. The amendments in this ASU are effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted, including for annual and interim goodwill impairment tests performed as of a date before September 15, 2011, provided that the entity has not yet issued its

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2. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS (Continued)

financial statements for the period that includes its annual test date. We did not early adopt the provisions of this ASU for our annual impairment test on July 1 and 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 Laffans, an amines and surfactants manufacturer located in Ankleshwar, India (the "Laffans Acquisition") at a cost of approximately $23 million. 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 made residual claims against the seller for a portion of the purchase price and as a result the acquisition cost may change.

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 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.

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

3. BUSINESS COMBINATIONS (Continued)

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

			Nine Months Ended September 30,
	Three Months Ended September 30, 2010		Nine Months Ended September 30,
	Three Months Ended September 30, 2010		2011		2010
Revenues	$	2,414	$	8,603	$	6,875
Net income (loss) attributable to Huntsman Corporation		55		143		(3	)

Huntsman International

	Pro Forma

			Nine Months Ended September 30,
	Three Months Ended September 30, 2010		Nine Months Ended September 30,
	Three Months Ended September 30, 2010		2011		2010
Revenues	$	2,414	$	8,603	$	6,875
Net income attributable to Huntsman International		58		150		149

4. INVENTORIES

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):

	September 30, 2011			December 31, 2010

Raw materials and supplies	$	424		$	321
Work in progress		99			99
Finished goods		1,258			1,043

Total		1,781			1,463
LIFO reserves		(94	)		(67	)

Net	$	1,687		$	1,396

As of September 30, 2011 and December 31, 2010, approximately 13% and 12%, respectively, of inventories were recorded using the LIFO cost method.

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4. INVENTORIES (Continued)

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 September 30, 2011 and December 31, 2010 were $15 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 September 30, 2011 and December 31, 2010 were $3 million and nil, respectively.

5. 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 four 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. Under the fixed cost supply agreement, we are exposed to the risks related to the fluctuation of raw material prices.
•: Arabian Amines Company manufactures ethyleneamines products for our Performance Products segment. Prior to July 1, 2010, this joint venture was accounted for under the equity method. In July 2010, Arabian Amines Company exited the development stage, which triggered its reconsideration as a VIE. As required in the Arabian Amines Company operating agreement, 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.
•: Sasol-Huntsman is our 50/50 joint venture with Sasol that owns and operates a maleic anhydride facility in Moers, Germany. This joint venture manufactures products for our Performance Products segment. Prior to April 1, 2011, we accounted for Sasol-Huntsman using the equity method. During the nine months ended September 30, 2010 we recorded a nonrecurring $18 million credit to equity income of investment in unconsolidated affiliates to appropriately reflect our investment in the Sasol-Huntsman joint venture. In April 2011, an expansion at this facility began production, which triggered the reconsideration of this joint venture as a VIE. The joint venture uses our technology and expertise, and we bear a disproportionate amount of risk of loss due to a related-party loan to Sasol-Huntsman for which we bear the default risk. As a result, we concluded that we were the primary beneficiary and began consolidating Sasol-Huntsman beginning April 1, 2011.

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5. VARIABLE INTEREST ENTITIES (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).

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):

	September 30, 2011		December 31, 2010

Current assets	$	120	$	90
Property, plant and equipment, net		261		275
Other noncurrent assets		59		56
Deferred income taxes		40		40
Intangible assets		6		7

Total assets	$	486	$	468

Current liabilities		129		111
Long-term debt		186		188
Deferred income taxes		2		—
Other noncurrent liabilities		91		109

Total liabilities	$	408	$	408

In April 2011, Arabian Amines Company settled a dispute with its third party contractors and received an amount totaling $11 million. Of this $11 million settlement, $8 million was related to damages incurred due to the delayed initial acceptance of the plant. This amount was recorded as other operating (income) expense in the condensed consolidated statements of operations and comprehensive income (loss) (unaudited) and included in the cash flows from operating activities in the condensed consolidated statements of cash flows (unaudited). The remaining $3 million of the settlement was received for the reimbursement of capital expenditures for work left unfinished by the third party contractors. This amount was included in cash flows from investing activities in the condensed consolidated statements of cash flows (unaudited).

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

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5. VARIABLE INTEREST ENTITIES (Continued)

(unaudited) and the carrying amounts of such assets and liabilities as of September 30, 2011, before intercompany eliminations (dollars in millions):

	September 30, 2011		April 1, 2011

Current assets	$	67	$	61
Property, plant and equipment, net		151		155
Intangible assets		18		16
Goodwill		16		17

Total assets	$	252	$	249

Current liabilities		27		23
Long-term debt		97		93
Deferred income taxes		8		8
Other noncurrent liabilities		5		7

Total liabilities	$	137	$	131

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 changed approximately $1 million from the date of consolidation to September 30, 2011 due to a change in the foreign currency exchange rate. All other intangible assets are being amortized over an average useful life of 18 years.

Sasol-Huntsman had revenues and earnings of $83 million and $8 million, respectively, for the period from the date of consolidation to September 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 $2,425 million for the three months ended September 30, 2010 and $8,618 million and $6,904 million for the nine months ended September 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.

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6. RESTRUCTURING, IMPAIRMENT AND PLANT CLOSING COSTS

As of September 30, 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		1			—			1		—			2
2011 charges for 2009 initiatives		1			—			—		4			5
2011 charges for 2010 initiatives		2			2			—		1			5
2011 charges for 2011 initiatives		110			—			—		—			110
Reversal of reserves no longer required		(4	)		—			—		—			(4	)
2011 payments for 2006 and prior initiatives		(1	)		—			—		—			(1	)
2011 payments for 2008 initiatives		(1	)		—			—		—			(1	)
2011 payments for 2009 initiatives		(5	)		—			—		(5	)		(10	)
2011 payments for 2010 initiatives		(13	)		(3	)		—		(1	)		(17	)
2011 payments for 2011 initiatives		(5	)		—			—		—			(5	)
Net activity of discontinued operations		—			—			—		(2	)		(2	)
Foreign currency effect on liability balance		(7	)		—			—		—			(7	)

Accrued liabilities as of September 30, 2011	$	114		$	—		$	2	$	8		$	124

(1): The total workforce reduction reserves of $114 million relate to the termination of 796 positions, of which 763 positions had not been terminated as of September 30, 2011.
(2): Accrued liabilities by initiatives were as follows (dollars in millions):

	September 30, 2011		December 31, 2010

2006 initiatives and prior	$	5	$	4
2008 initiatives		—		1
2009 initiatives		11		20
2010 initiatives		12		24
2011 initiatives		96		—

Total	$	124	$	49

Table of Contents

HUNTSMAN CORPORATION AND SUBSIDIARIES

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

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)

		September 30, 2011		December 31, 2010

Senior Credit Facilities:
	Term loans	$	1,694	$	1,688
Amounts outstanding under A/R programs			245		238
Senior notes			467		452
Senior Subordinated notes			1,076		1,279
Australian credit facilities			27		33
HPS (China) debt			167		188
Variable interest entities			306		200
Other			95		68

Total debt—excluding debt to affiliates		$	4,077	$	4,146

Total current portion of debt		$	230	$	519
Long-term portion			3,847		3,627

Total debt—excluding debt to affiliates		$	4,077	$	4,146

Total debt—excluding debt to affiliates		$	4,077	$	4,146
Notes payable to affiliates-noncurrent			4		4

Total debt		$	4,081	$	4,150

		September 30, 2011		December 31, 2010

Senior Credit Facilities:
	Term loans	$	1,694	$	1,688
Amounts outstanding under A/R programs			245		238
Senior notes			467		452
Subordinated notes			1,076		1,279
Australian credit facilities			27		33
HPS (China) debt			167		188
Variable interest entities			306		200
Other			95		68

Total debt—excluding debt to affiliates		$	4,077	$	4,146

Total current portion of debt		$	230	$	519
Long-term portion			3,847		3,627

Total debt—excluding debt to affiliates		$	4,077	$	4,146

Total debt—excluding debt to affiliates		$	4,077	$	4,146
Notes payable to affiliates-current			100		100
Notes payable to affiliates-noncurrent			544		439

Total debt		$	4,721	$	4,685

Facility	Committed Amount		Principal Outstanding			Carrying Value			Interest Rate

Revolving Facility	$	300	$	—	(1)	$	—	(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		$	392		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)

U.S. A/R Program	April 2014	$250	$90	Applicable rate(3) plus 1.50% - 1.65%
EU A/R Program	April 2014	€225	€114	Applicable rate(3) plus 2.0%
		(approximately $306)	(approximately $155)

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

Three months ended September 30, 2011	6.875% Senior Subordinated Notes due 2013	€14 (approximately $19)	€14 (approximately $19)		—
Three months ended September 30, 2011	7.5% Senior Subordinated Notes due 2015	€12 (approximately $17)	€12 (approximately $17)		—
July 25, 2011	7.375% Senior Subordinated Notes due 2015	$75	$77	$	2
January 18, 2011	7.375% Senior Subordinated Notes due 2015	$100	$102	$	3
September 27, 2010	6.875% Senior Subordinated Notes due 2013	€132 (approximately $177)	€137 (approximately $183)	$	7
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

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		Three Months Ended September 30, 2011			Nine Months Ended September 30, 2011

Cash charges:
	2011 charges for 2006 and prior initiatives	$	—		$	2
	2011 charges for 2009 initiatives		2			5
	2011 charges for 2010 initiatives		2			5
	2011 charges for 2011 initiatives		99			110
Reversal of reserves no longer required			(1	)		(4	)
Non-cash charges			53			53

Total 2011 Restructuring, Impairment and Plant Closing Costs		$	155		$	171

		Three Months Ended September 30, 2010		Nine Months Ended September 30, 2010

Cash charges:
	2010 charges for 2006 and prior initiatives	$	—	$	1
	2010 charges for 2009 initiatives		2		7
	2010 charges for 2010 initiatives		2		22
Reversal of reserves no longer required			—		(6	)

Total 2010 Restructuring, Impairment and Plant Closing Costs		$	4	$	24

	September 30, 2011						December 31, 2010

	Carrying Amount			Estimated Fair Value			Carrying Amount			Estimated Fair Value
Non-qualified employee benefit plan investments	$	10		$	10		$	11		$	11
Cross-currency interest rate contracts		19			19			19			19
Interest rate contracts		(15	)		(15	)		(9	)		(9	)
Long-term debt (including current portion)		(4,077	)		(4,095	)		(4,146	)		(4,371	)

						Fair Value Amounts Using

Description			September 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	$	10		$	10	$	—		$	—
	Derivatives:
		Cross-currency interest rate contracts(1)		19			—		—			19

Total assets			$	29		$	10	$	—		$	19

Liabilities:
	Derivatives:
		Interest rate contracts(2)	$	(15	)	$	—	$	(15	)	$	—

		Three months ended September 30, 2011			Nine months ended September 30, 2011

Fair Value Measurements Using Significant Unobservable Inputs (Level 3)		Cross-Currency Interest Rate Contracts			Cross-Currency Interest Rate Contracts
Beginning balance		$	(5	)	$	19
Total gains or losses
	Included in earnings		—			—
	Included in other comprehensive income (loss)		24			—
Purchases, issuances, sales and settlements			—			—

Ending balance September 30, 2011		$	19		$	19

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

		Three months ended September 30, 2010			Nine months ended September 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		$	51		$	262		$	—	$	262
Total gains or losses
	Included in earnings		(2	)		—			12		12
	Included in other comprehensive income (loss)		(34	)		—			3		3
Purchases, issuances, sales and settlements(1)			—			(262	)		—		(262	)

Ending balance September 30, 2010		$	15		$	—		$	15	$	15

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 September 30, 2010		$	(2	)	$	—		$	12	$	12

	Three months ended September 30, 2011				Nine months ended September 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 September 30, 2011		—		24		—		—

								Other comprehensive income (loss)

		Accumulated other comprehensive income (loss)						Other comprehensive income (loss)
		Accumulated other comprehensive income (loss)						Three Months Ended					Nine Months Ended
		September 30, 2011			December 31, 2010			September 30, 2011			September 30, 2010		September 30, 2011			September 30, 2010
Foreign currency translation adjustments, net of tax of $21 and $25 as of September 30, 2011 and December 31, 2010, respectively		$	328		$	298		$	(117	)	$	143	$	30		$	30
Pension and other postretirement benefit adjustments, net of tax of $88 and $92 as of September 30, 2011 and December 31, 2010, respectively			(683	)		(613	)		(78	)		2		(70	)		12
Other comprehensive income of unconsolidated affiliates			10			7			3			—		3			—
Other, net			2			4			(3	)		1		(2	)		(4	)

	Total		(343	)		(304	)		(195	)		146		(39	)		38
Amounts attributable to noncontrolling interests			6			7			—			—		(1	)		—

Amounts attributable to Huntsman Corporation		$	(337	)	$	(297	)	$	(195	)	$	146	$	(40	)	$	38

	Nine months ended September 30,

	2011		2010
Unresolved at beginning of period		1,116		1,138
Tendered during period		10		23
Resolved during period(1)		43		21
Unresolved at end of period		1,083		1,140

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		953			17.51
Exercised		(1,247	)		2.82
Forfeited		(233	)		11.80

Outstanding at September 30, 2011		10,470			13.90		6.2	$	26

Exercisable at September 30, 2011		7,205			16.39		5.3		13

	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		675			17.55		311			17.59
Vested		(1,494)	(1)		7.19		(729	)		5.55
Forfeited		(8	)		4.57		(104	)		8.06

Nonvested at September 30, 2011		2,299			9.92		1,120			9.39

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		$	6		$	2		$	226		$	—		$	234
	Restricted cash			—			—			6			—			6
	Accounts and notes receivable, net			25			147			1,590			—			1,762
	Accounts receivable from affiliates			1,320			3,001			93			(4,283	)		131
	Inventories			100			307			1,284			(4	)		1,687
	Prepaid expenses			10			10			57			(20	)		57
	Deferred income taxes			5			—			44			(9	)		40
	Other current assets			37			8			279			(37	)		287

		Total current assets		1,503			3,475			3,579			(4,353	)		4,204
Property, plant and equipment, net				398			859			2,282			2			3,541
Investment in unconsolidated affiliates				5,431			1,519			145			(6,889	)		206
Intangible assets, net				47			3			55			(4	)		101
Goodwill				(17	)		84			43			—			110
Deferred income taxes				42			—			171			(15	)		198
Notes receivable from affiliates				52			950			6			(1,002	)		6
Other noncurrent assets				73			143			252			—			468

		Total assets	$	7,529		$	7,033		$	6,533		$	(12,261	)	$	8,834

LIABILITIES AND EQUITY
Current liabilities:
	Accounts payable		$	66		$	243		$	631		$	—		$	940
	Accounts payable to affiliates			2,201			903			1,226			(4,283	)		47
	Accrued liabilities			91			133			562			(57	)		729
	Deferred income taxes			—			55			19			(11	)		63
	Note payable to affiliate			100			—			—			—			100
	Current portion of debt			43			—			187			—			230

		Total current liabilities		2,501			1,334			2,625			(4,351	)		2,109
Long-term debt				3,219			—			628			—			3,847
Notes payable to affiliates				540			—			1,006			(1,002	)		544
Deferred income taxes				—			91			78			(14	)		155
Other noncurrent liabilities				157			137			640			(1	)		933

		Total liabilities		6,417			1,562			4,977			(5,368	)		7,588
Equity Huntsman International LLC members' equity:
	Members' equity			3,076			4,731			2,359			(7,090	)		3,076
	Subsidiary preferred stock			—			—			1			(1	)		—
	Accumulated deficit			(1,574	)		(1,001	)		(495	)		1,496			(1,574	)
	Accumulated other comprehensive (loss) income			(390	)		1,741			(395	)		(1,346	)		(390	)

		Total Huntsman International LLC members' equity		1,112			5,471			1,470			(6,941	)		1,112
Noncontrolling interests in subsidiaries				—			—			86			48			134

		Total equity		1,112			5,471			1,556			(6,893	)		1,246

	Total liabilities and equity		$	7,529		$	7,033		$	6,533		$	(12,261	)	$	8,834

		Parent Company			Guarantors			Nonguarantors			Eliminations			Consolidated Huntsman International LLC

Revenues:
	Trade sales, services and fees, net	$	247		$	870		$	1,803		$	3		$	2,923
	Related party sales		161			117			299			(524	)		53

Total revenues			408			987			2,102			(521	)		2,976
Cost of goods sold			360			821			1,827			(527	)		2,481

Gross profit			48			166			275			6			495
Selling, general and administrative			35			20			161			—			216
Research and development			13			9			20			—			42
Other operating (income) expense			(2	)		15			(14	)		—			(1	)
Restructuring, impairment and plant closing costs			—			—			155			—			155

Operating (loss) income			2			122			(47	)		6			83
Interest (expense) income, net			(54	)		11			(23	)		—			(66	)
Equity in income (loss) of investment in affiliates and subsidiaries			19			(73	)		2			54			2
Loss on early extinguishment of debt			(2	)		—			—			—			(2	)
Other income			—			—			—			(1	)		(1	)

(Loss) income from continuing operations before income taxes			(35	)		60			(68	)		59			16
Income tax benefit (expense)			11			(46	)		(20	)		—			(55	)

(Loss) income from continuing operations			(24	)		14			(88	)		59			(39	)
(Loss) income from discontinued operations, net of tax			(7	)		(1	)		18			—			10

Net (loss) income			(31	)		13			(70	)		59			(29	)
Net income attributable to noncontrolling interests			—			(1	)		(1	)		—			(2	)

Net (loss) income attributable to Huntsman International LLC		$	(31	)	$	12		$	(71	)	$	59		$	(31	)

		Parent Company			Guarantors			Nonguarantors			Eliminations			Consolidated Huntsman International LLC

Revenues:
	Trade sales, services and fees, net	$	209		$	701		$	1,450		$	—		$	2,360
	Related party sales		69			122			237			(387	)		41

Total revenues			278			823			1,687			(387	)		2,401
Cost of goods sold			228			687			1,452			(386	)		1,981

Gross profit			50			136			235			(1	)		420
Selling, general and administrative			56			22			124			—			202
Research and development			12			8			19			—			39
Other operating (income) expense			(10	)		(32	)		45			—			3
Restructuring, impairment and plant closing costs			1			—			3			—			4

Operating (loss) income			(9	)		138			44			(1	)		172
Interest (expense) income, net			(59	)		10			(20	)		—			(69	)
Equity income of investment in affiliates and subsidiaries			108			16			6			(127	)		3
Loss on early extinguishment of debt			(7	)		—			—			—			(7	)
Other income			1			—			1			(1	)		1

Income from continuing operations before income taxes			34			164			31			(129	)		100
Income tax benefit (expense)			22			(53	)		(9	)		—			(40	)

Income from continuing operations			56			111			22			(129	)		60
Income (loss) from discontinued operations, net of tax			2			—			(3	)		—			(1	)

Net income			58			111			19			(129	)		59
Net income attributable to noncontrolling interests			—			(1	)		(2	)		2			(1	)

Net income attributable to Huntsman International LLC		$	58		$	110		$	17		$	(127	)	$	58

		Parent Company			Guarantors			Nonguarantors			Eliminations			Consolidated Huntsman International LLC

Revenues:
	Trade sales, services and fees, net	$	682		$	2,534		$	5,229		$	—		$	8,445
	Related party sales		353			400			868			(1,477	)		144

Total revenues			1,035			2,934			6,097			(1,477	)		8,589
Cost of goods sold			901			2,403			5,283			(1,463	)		7,124

Gross profit			134			531			814			(14	)		1,465
Selling, general and administrative			119			77			492			—			688
Research and development			37			25			61			—			123
Other operating expense (income)			31			(23	)		(1	)		—			7
Restructuring, impairment and plant closing costs			—			—			171			—			171

Operating (loss) income			(53	)		452			91			(14	)		476
Interest (expense) income, net			(164	)		32			(65	)		—			(197	)
Equity in income (loss) of investment in affiliates and subsidiaries			300			(12	)		7			(289	)		6
Loss on early extinguishment of debt			(5	)		—			—			—			(5	)
Other (expense) income			(16	)		—			—			16			—

Income from continuing operations before income taxes			62			472			33			(287	)		280
Income tax benefit (expense)			87			(166	)		(32	)		—			(111	)

Income from continuing operations			149			306			1			(287	)		169
Loss from discontinued operations, net of tax			—			(1	)		(4	)		—			(5	)

Income before extraordinary gain			149			305			(3	)		(287	)		164
Extraordinary gain on the acquisition of a business, net of tax of nil			—			—			2			—			2

Net income			149			305			(1	)		(287	)		166
Net income attributable to noncontrolling interests			—			(2	)		(9	)		(6	)		(17	)

Net income attributable to Huntsman International LLC		$	149		$	303		$	(10	)	$	(293	)	$	149

		Parent Company			Guarantors			Nonguarantors			Eliminations			Consolidated Huntsman International LLC

Revenues:
	Trade sales, services and fees, net	$	599		$	1,858		$	4,232		$	—		$	6,689
	Related party sales		194			370			734			(1,149	)		149

Total revenues			793			2,228			4,966			(1,149	)		6,838
Cost of goods sold			659			1,924			4,298			(1,137	)		5,744

Gross profit			134			304			668			(12	)		1,094
Selling, general and administrative			126			66			433			—			625
Research and development			36			22			53			—			111
Other operating (income) expense			(37	)		1			28			—			(8	)
Restructuring, impairment and plant closing costs			3			—			21			—			24

Operating income			6			215			133			(12	)		342
Interest (expense) income, net			(156	)		28			(54	)		—			(182	)
Equity income of investment in affiliates and subsidiaries			283			65			25			(353	)		20
Loss on early extinguishment of debt			(23	)		—			—			—			(23	)
Other (expense) income			(9	)		—			3			9			3

Income from continuing operations before income taxes			101			308			107			(356	)		160
Income tax benefit (expense)			57			(88	)		(25	)		—			(56	)

Income from continuing operations			158			220			82			(356	)		104
(Loss) income from discontinued operations, net of tax			(9	)		68			(11	)		—			48

Net income			149			288			71			(356	)		152
Net income attributable to noncontrolling interests			—			(2	)		(4	)		3			(3	)

Net income attributable to Huntsman International LLC		$	149		$	286		$	67		$	(353	)	$	149

	Parent Company			Guarantors			Nonguarantors			Eliminations			Consolidated Huntsman International LLC

Net cash used in operating activities	$	(311	)	$	(7	)	$	(5	)	$	(2	)	$	(325	)

Investing activities:
Capital expenditures		(13	)		(34	)		(85	)		—			(132	)
Proceeds from settlements treated as reimbursement of capital expenditures		—			34			—			—			34
Cash assumed in connection with the initial consolidation of a variable interest entity		—			—			11			—			11
Increase in receivable from affiliate		(42	)		—			—			—			(42	)
Investment in affiliate		(106	)		(6	)		—			112			—
Investment in unconsolidated affiliates		—			—			(4	)		—			(4	)
Cash received from unconsolidated affiliates		—			3			2			—			5
Other, net		—			—			1			—			1

Net cash used in investing activities		(161	)		(3	)		(75	)		112			(127	)
Financing activities:
Net borrowings under revolving loan facilities		—			—			(7	)		—			(7	)
Revolving loan facility from A/R Programs		254			—			—			—			254
Net borrowings on overdraft facilities		—			—			6			—			6
Repayments of short-term debt		—			—			(153	)		—			(153	)
Borrowings on short-term debt		—			—			188			—			188
Repayments of long-term debt		(806	)		—			(31	)		—			(837	)
Proceeds from issuance of long-term debt		700			—			25			—			725
Repayments of note payable to affiliate		(125	)		—			—			—			(125	)
Proceeds from note payable to affiliate		110			—			—			—			110
Intercompany repayments		—			—			(5	)		5			—
Repayments of notes payable		(29	)		—			(7	)		—			(36	)
Borrowings on notes payable		33			—			5			—			38
Debt issuance costs paid		(25	)		—			—			—			(25	)
Call premiums related to early extinguishment of debt		(13	)		—			—			—			(13	)
Contribution from parent, net		—			(4	)		120			(116	)		—
Excess tax benefit related to stock-based compensation		4			—			—			—			4
Other, net		—			(1	)		—			1			—

Net cash provided by (used in) financing activities		103			(5	)		141			(110	)		129
Effect of exchange rate changes on cash		—			—			7			—			7

(Decrease) increase in cash and cash equivalents		(369	)		(15	)		68			—			(316	)
Cash and cash equivalents at beginning of period		688			24			207			—			919

Cash and cash equivalents at end of period	$	319		$	9		$	275		$	—		$	603

		Three months ended September 30,									Nine months ended September 30,

		Three months ended September 30,						Percent Change			Nine months ended September 30,						Percent Change
		2011			2010			Percent Change			2011			2010			Percent Change
Revenues		$	2,976		$	2,401			24	%	$	8,589		$	6,838			26	%
Cost of goods sold			2,486			1,986			25	%		7,138			5,757			24	%

Gross profit			490			415			18	%		1,451			1,081			34	%
Operating expenses, net			258			244			6	%		821			741			11	%
Restructuring, impairment and plant closing costs			155			4			NM			171			24			613	%

Operating income			77			167			(54	)%		459			316			45	%
Interest expense, net			(63	)		(64	)		(2	)%		(187	)		(168	)		11	%
Equity in income of investment in unconsolidated affiliates			2			3			(33	)%		6			20			(70	)%
Loss on early extinguishment of debt			(2	)		(7	)		(71	)%		(5	)		(169	)		(97	)%
Expenses associated with the Terminated Merger and related litigation			—			(3	)		NM			—			(4	)		NM
Other (loss) income			(1	)		2			NM			—			3			NM

Income (loss) from continuing operations before income taxes			13			98			(87	)%		273			(2	)		NM
Income tax expense			(55	)		(41	)		34	%		(111	)		(46	)		141	%

(Loss) income from continuing operations			(42	)		57			NM			162			(48	)		NM
Income (loss) from discontinued operations, net of tax			10			(1	)		NM			(5	)		48			NM
Extraordinary gain on the acquisition of a business, net of tax of nil			—			—			NM			2			—			NM

Net (loss) income			(32	)		56			NM			159			—			NM
Net income attributable to noncontrolling interests			(2	)		(1	)		100	%		(17	)		(3	)		467	%

Net (loss) income attributable to Huntsman Corporation			(34	)		55			NM			142			(3	)		NM
Interest expense, net			63			64			(2	)%		187			168			11	%
Income tax expense from continuing operations			55			41			34	%		111			46			141	%
Income tax expense (benefit) from discontinued operations			7			(2	)		NM			(1	)		27			NM
Depreciation and amortization			113			99			14	%		327			295			11	%

EBITDA(1)		$	204		$	257			(21	)%	$	766		$	533			44	%

Net (loss) income per share:
	Basic	$	(0.14	)	$	0.23			NM		$	0.60		$	(0.01	)		NM
	Diluted		(0.14	)		0.23			NM			0.59			(0.01	)		NM
Net cash provided by (used in) operating activities												25			(350	)		NM
Net cash used in investing activities												(200	)		(85	)		135	%
Net cash used in financing activities												(335	)		(314	)		7	%
Other non-GAAP measures:
Adjusted EBITDA(1)		$	345		$	273			26	%	$	965		$	653			48	%
Adjusted net income(2)			108			83			30	%		339			142			139	%
Adjusted income (loss) per share(2):
	Basic		0.45			0.35			29	%		1.42			0.60			137	%
	Diluted		0.45			0.34			32	%		1.40			0.59			137	%
Capital expenditures, net of reimbursements(3)												214			98			118	%

	Three months ended September 30, 2011 vs. 2010

	Average Selling Price(1)
	Local Currency			Foreign Currency Translation Impact			Mix & Other			Sales Volumes(1)
Period-Over-Period Increase (Decrease)
Polyurethanes		18	%		5	%		4	%		(1	)%
Performance Products		20	%		5	%		—			—
Advanced Materials		5	%		7	%		(1	)%		(1	)%
Textile Effects		(2	)%		6	%		—			(13	)%
Pigments		38	%		9	%		—			(8	)%
Total Company		20	%		6	%		3	%		(5	)%

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

Cash and cash equivalents			$	453	$	(28	)	$	425	$	966	$	(541	)	(56	)%
Restricted cash				6		—			6		7		(1	)	(14	)%
Accounts receivable, net				1,776		(37	)		1,739		1,428		311		22	%
Inventories				1,687		(8	)		1,679		1,396		283		20	%
Prepaid expenses				58		—			58		46		12		26	%
Deferred income taxes				2		—			2		1		1		100	%
Other current assets				292		(2	)		290		164		126		77	%

	Total current assets			4,274		(75	)		4,199		4,008		191		5	%

Accounts payable				977		(22	)		955		887		68		8	%
Accrued liabilities				732		(2	)		730		628		102		16	%
Deferred income taxes				19		—			19		19		—		—
Current portion of debt				230		(3	)		227		519		(292	)	(56	)%

	Total current liabilities			1,958		(27	)		1,931		2,053		(122	)	(6	)%

		Working capital	$	2,316	$	(48	)	$	2,268	$	1,955	$	313		16	%

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

Three months ended September 30, 2011	6.875% Senior Subordinated Notes due 2013	€14 (approximately $19)	€14 (approximately $19)		—
Three months ended September 30, 2011	7.5% Senior Subordinated Notes due 2015	€12 (approximately $17)	€12 (approximately $17)		—
July 25, 2011	7.375% Senior Subordinated Notes due 2015	$75	$77	$	2
January 18, 2011	7.375% Senior Subordinated Notes due 2015	$100	$102	$	3
September 27, 2010	6.875% Senior Subordinated Notes due 2013	€132 (approximately $177)	€137 (approximately $183)	$	7
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

Period		Average Price Paid per Share			Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs(2)

July 1, 2011 - July 31, 2011	—	$	—	—	$	—
August 1, 2011 - August 31, 2011	3,944,028		12.46	3,943,526		50,878,365
September 1, 2011 - September 30, 2011	100,000		10.14	100,000		49,863,881

Total	4,044,028	$	12.40	4,043,526		49,863,881


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: November 2, 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)