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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, 2012
For the quarterly period ended March 31, 2013
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~~April 2322, ~~2012~~2013, ~~239~~241,~~536~~144,~~429~~776 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 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.

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HUNTSMAN CORPORATION AND SUBSIDIARIES HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTERLY PERIOD ENDED ~~SEPTEMBER~~MARCH 3031, ~~2012~~ 2013

TABLE OF CONTENTS


PART I	FINANCIAL INFORMATION	3
ITEM 1.	Financial Statements:
	Huntsman Corporation and Subsidiaries:
	Condensed Consolidated Balance Sheets (Unaudited)	3
	Condensed Consolidated Statements of Operations (Unaudited)	4
	Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)	5
	Condensed Consolidated Statements of Comprehensive (Loss) Income (Unaudited)	5
	Condensed Consolidated Statements of Cash Flows (Unaudited)	6
	Condensed Consolidated Statements of Equity (Unaudited)	8
	Huntsman International LLC and Subsidiaries:
	Condensed Consolidated Balance Sheets (Unaudited)	9
	Condensed Consolidated Statements of Operations (Unaudited)	10
	Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)	11
	Condensed Consolidated Statements of Comprehensive (Loss) Income (Unaudited)	11
	Condensed Consolidated Statements of Cash Flows (Unaudited)	12
	Condensed Consolidated Statements of Equity (Unaudited)	14
	Huntsman Corporation and Subsidiaries and Huntsman International LLC and Subsidiaries:
	Notes to Condensed Consolidated Financial Statements (Unaudited)	15
ITEM 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	7064
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	9383
ITEM 4.	Controls and Procedures	9585
PART II	OTHER INFORMATION	9586
ITEM 1.	Legal Proceedings	9586
ITEM 1A.	Risk Factors	9686
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	9686
ITEM 6.	Exhibits	9687

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, 2012			December 31, 2011
	March 31, 2013			December 31, 2012
ASSETS
Current assets:
Cash and cash equivalents(a)	$	~~435~~247		$	~~554~~387
Restricted cash(a)		9			89
Accounts and notes receivable (net of allowance for doubtful accounts of $46, each), ($592 and $659 pledged as collateral, respectively)(a)		1,626			1,529
Accounts and notes receivable (net of allowance for doubtful accounts of $47, each), ($572 and $520 pledged as collateral, respectively)(a)		1,594			1,534
Accounts receivable from affiliates		2752			549
Inventories(a)		1,~~807~~797			1,~~539~~819
Prepaid expenses		6449			4648
Deferred income taxes		4051			2051
Other current assets(a)		~~234~~204			~~245~~222
Total current assets		4,~~242~~003			34,~~946~~119
Property, plant and equipment, net(a)		3,~~626~~643			3,~~622~~745
Investment in unconsolidated affiliates		~~223~~236			~~202~~238
Intangible assets, net(a)		7463			9168
Goodwill		~~107~~116			~~114~~117
Deferred income taxes		~~190~~216			~~195~~229
Notes receivable from affiliates		21			52
Other noncurrent assets(a)		~~482~~441			~~482~~366
Total assets	$	8,~~946~~719		$	8,~~657~~884
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable(a)	$	1,~~017~~101		$	~~862~~1,102
Accounts payable to affiliates		4034			5048
Accrued liabilities(a)		~~690~~652			~~695~~705
Deferred income taxes		2838			738
Current portion of debt(a)		~~130~~298			~~212~~288
Total current liabilities		12,~~905~~123			12,~~826~~181
Long-term debt(a)		3,~~550~~489			3,~~730~~414
Notes payable to affiliates		34			4
Deferred income taxes		~~362~~163			~~309~~228
Other noncurrent liabilities(a)		~~910~~1,115			1,~~012~~161
Total liabilities		6,~~730~~894			6,~~881~~988
Commitments and contingencies (Notes 13 and 14)
Equity
Huntsman Corporation stockholders' equity:
Common stock $0.01 par value, 1,200,000,000 shares authorized, 243,579,955 and 241,836,001 issued and 238,027,939 and 235,746,087 outstanding in 2012 and 2011, respectively		2			2
Common stock $0.01 par value, 1,200,000,000 shares authorized, 245,185,797 and 243,813,779 issued and 239,655,070 and 238,273,422 outstanding in 2013 and 2012, respectively		2			2
Additional paid-in capital		3,~~260~~288			3,~~228~~264
Treasury stock, 4,043,526 shares at 2012 and 2011		(50	)		(50	)
Treasury stock, 4,043,526 shares at both March 31, 2013 and December 31, 2012		(50	)		(50	)
Unearned stock-based compensation		(1421	)		(12	)
Accumulated deficit		(~~623~~747	)		(~~947~~687	)
Accumulated other comprehensive loss		(~~483~~777	)		(~~559~~744	)
Total Huntsman Corporation stockholders' equity		21,~~092~~695			1,~~662~~773
Noncontrolling interests in subsidiaries		~~124~~130			~~114~~123
Total equity		21,~~216~~825			1,~~776~~896
Total liabilities and equity	$	8,~~946~~719		$	8,~~657~~884

(a)At ~~September~~March 3031, ~~2012~~2013 and December 31, ~~2011~~2012, respectively, $3120 and $4428 of cash and cash equivalents, $9 ~~and~~each $2 of restricted cash, $4048 and $~~29 of~~38 of accounts and notes receivable (net), $4251 and $4755 of inventories, $1nil each of other current assets, $~~382~~372 and $~~403~~378 of property, plant and equipment (net), $2018 and $2319 of intangible assets (net), $27 ~~and~~ and $2128 of other noncurrent assets, $6378 and $5576 of accounts payable, $2523 and $2126 of accrued liabilities, $25187 and $16193 of current portion of debt, $~~241~~75 and $~~264~~77 of long-term debt, and $~~72 and~~99 and $~~111~~101 of other noncurrent liabilities from consolidated variable interest entities are included in the respective ~~balance~~Balance ~~sheet~~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 (UNAUDITED)

(Dollars in Millions, Except Per Share Amounts)

	Three months ended September 30,						Nine months ended September 30,
	Three months ended March 31,
	2012			2011			2012			2011
	2013			2012
Revenues:
Trade sales, services and fees, net	$	2,~~691~~635		$	2,~~923~~853		$	~~8,406~~		$	~~8,445~~
Related party sales		5067			5360			~~162~~			~~144~~
Total revenues		2,~~741~~702			2,~~976~~913			~~8,568~~			~~8,589~~
Cost of goods sold		2,~~204~~353			2,~~486~~363			~~6,954~~			~~7,138~~
Gross profit		~~537~~349			~~490~~550			~~1,614~~			~~1,451~~
Operating expenses:
Selling, general and administrative		~~220~~226			~~217~~221			~~673~~			~~691~~
Research and development		3536			4239			~~112~~			~~123~~
Other operating (income) expense		—(7	)		(15	)		7			7
Restructuring, impairment and plant closing costs		4744			~~155~~—			52			~~171~~
Total expenses		~~302~~299			~~413~~265			~~844~~			~~992~~
Operating income		~~235~~50			77285			~~770~~			~~459~~
Interest expense, net		(5651	)		(6359	)		~~(172~~	)		~~(187~~	)
Equity in income of investment in unconsolidated affiliates		21			2			5			6
Loss on early extinguishment of debt		(135	)		(21	)		(2	)		(5	)
Other income (expense)		1			(1	)		2			—
(Loss) income from continuing operations before income taxes		(35	)		227
Income from continuing operations before income taxes		181			13			603			273
Income tax benefit (expense)		20			(60	)
Income tax expense		(61	)		(55	)		(186	)		(111	)
(Loss) income from continuing operations		(15	)		167
Income (loss) from continuing operations		120			(42	)		417			162
Loss from discontinued operations, net of tax		(2	)		(4	)
(Loss) income from discontinued operations, net of tax		(1	)		10			(7	)		(5	)
Net (loss) income		(17	)		163
Income (loss) before extraordinary gain		119			(32	)		410			157
Net income attributable to noncontrolling interests		(7	)		—
Extraordinary gain on the acquisition of a business, net of tax of nil		1			—			1			2
Net (loss) income attributable to Huntsman Corporation	$	(24	)	$	163
Net income (loss)		120			(32	)		411			159
Basic (loss) income per share:
Net income attributable to noncontrolling interests		(4	)		(2	)		(8	)		(17	)
(Loss) income from continuing operations attributable to Huntsman Corporation common stockholders	$	(0.09	)	$	0.71
Net income (loss) attributable to Huntsman Corporation	$	116		$	(34	)	$	403		$	142
Loss from discontinued operations attributable to Huntsman Corporation common stockholders, net of tax		(0.01	)		(0.02	)
Basic income (loss) per share:
Net (loss) income attributable to Huntsman Corporation common stockholders	$	(0.10	)	$	0.69
Income (loss) from continuing operations attributable to Huntsman Corporation common stockholders	$	0.49		$	(0.19	)	$	1.72		$	0.61
Weighted average shares		239.0			236.5
Income (loss) from discontinued operations attributable to Huntsman Corporation common stockholders, net of tax		—			0.05			(0.02	)		(0.02	)
Diluted (loss) income per share:
Extraordinary gain on the acquisition of a business attributable to Huntsman Corporation common stockholders, net of tax		—			—			—			0.01
(Loss) income from continuing operations attributable to Huntsman Corporation common stockholders	$	(0.09	)	$	0.70
Net income (loss) attributable to Huntsman Corporation common stockholders	$	0.49		$	(0.14	)	$	1.70		$	0.60
Loss from discontinued operations attributable to Huntsman Corporation common stockholders, net of tax		(0.01	)		(0.02	)
Weighted average shares		237.9			237.6			237.4			238.2
Net (loss) income attributable to Huntsman Corporation common stockholders	$	(0.10	)	$	0.68
Diluted income (loss) per share:
Weighted average shares		239.0			240.1
Income (loss) from continuing operations attributable to Huntsman Corporation common stockholders	$	0.48		$	(0.19	)	$	1.70		$	0.60
Amounts attributable to Huntsman Corporation common stockholders:
Income (loss) from discontinued operations attributable to Huntsman Corporation common stockholders, net of tax		—			0.05			(0.02	)		(0.02	)
(Loss) income from continuing operations	$	(22	)	$	167
Extraordinary gain on the acquisition of a business attributable to Huntsman Corporation common stockholders, net of tax		—			—			—			0.01
Loss from discontinued operations, net of tax		(2	)		(4	)
Net income (loss) attributable to Huntsman Corporation common stockholders	$	0.48		$	(0.14	)	$	1.68		$	0.59
Net (loss) income		(24	)		163
Weighted average shares		240.8			237.6			240.3			242.6
Dividends per share	$	0.125		$	0.10
Amounts attributable to Huntsman Corporation common stockholders:
Income (loss) from continuing operations	$	116		$	(44	)	$	409		$	145
(Loss) income from discontinued operations, net of tax		(1	)		10			(7	)		(5	)
Extraordinary gain on the acquisition of a business, net of tax		1			—			1			2
Net income (loss)	$	116		$	(34	)	$	403		$	142
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 COMPREHENSIVE ~~INCOME~~ (LOSS) INCOME (UNAUDITED)

(Dollars in Millions)

	Three months ended September 30,						Nine months ended September 30,
	Three months ended March 31,
	2012			2011			2012			2011
	2013			2012
Net income (loss)	$	120		$	(32	)	$	411		$	159
Net (loss) income	$	(17	)	$	163
Other comprehensive income (loss), net of tax:
Other comprehensive (loss) income, net of tax:
Foreign currency translations adjustments		94			(117	)		25			30
Foreign currency translation adjustments, net of tax of $2 and $(1), respectively		(67	)		73
Pension and other postretirement benefits adjustments		14			(78	)		55			(70	)
Pension and other postretirement benefits adjustments, net of tax of $(10) and $(1), respectively		33			19
Other, net		—1			—1			(2	)		1
Other comprehensive income (loss)		108			(195	)		78			(39	)
Other comprehensive (loss) income		(33	)		93
Comprehensive income (loss)		228			(227	)		489			120
Comprehensive (loss) income		(50	)		256
Comprehensive income attributable to noncontrolling interests		(67	)		(2	)		~~(10~~	)		~~(18~~	)
Comprehensive income (loss) attributable to Huntsman Corporation	$	222		$	(229	)	$	479		$	102
Comprehensive (loss) income attributable to Huntsman Corporation	$	(57	)	$	254

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,
	Three months ended March 31,
	2012			2011
	2013			2012
Operating Activities:
Net income	$	411		$	159
Net (loss) income	$	(17	)	$	163
Adjustments to reconcile net income to net cash provided by operating activities:
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Gain on the consolidation of a variable interest entity		—			(12	)
Equity in income of investment in unconsolidated affiliates		(1	)		(2	)
Loss on the consolidation of a business		4			—
Depreciation and amortization		107			109
Equity in income of investment in unconsolidated affiliates		(5	)		(6	)
Loss on disposal of businesses/assets, net		—			1
Depreciation and amortization		324			327
Loss on early extinguishment of debt		35			1
Loss (gain) on disposal of businesses/assets, net		2			(5	)
Noncash interest expense		2			7
Loss on early extinguishment of debt		2			5
Noncash restructuring and impairment charges		1			—
Noncash interest expense		27			28
Deferred income taxes		(67	)		19
Noncash restructuring and impairment charges		10			53
Noncash loss on foreign currency transactions		10			9
Deferred income taxes		47			(4	)
Stock-based compensation		8			10
Noncash loss (gain) on foreign currency transactions		9			(15	)
Other, net		4			4
Stock-based compensation		21			19
Other, net		3			—
Changes in operating assets and liabilities:
Accounts and notes receivable		(~~102~~85	)		(~~314~~239	)
Inventories		(~~252~~9	)		(~~273~~65	)
Prepaid expenses		~~(17~~1	)		(151	)
Other current assets		1216			~~(150~~53	)
Other noncurrent assets		(873	)		20(1	)
Accounts payable		~~122~~10			81186
Accrued liabilities		15(44	)		~~123~~(51	)
Other noncurrent liabilities		~~(69~~28	)		4(13	)
Net cash provided by operating activities		556			25
Net cash (used in) provided by operating activities		(74	)		190
Investing Activities:
Capital expenditures		(~~248~~89	)		(~~217~~81	)
Proceeds from settlements treated as reimbursement of capital expenditures		—			3
Investment in unconsolidated affiliates		(5	)		(34	)
Cash assumed in connection with the initial consolidation of a variable interest entity		—			28
Cash received from unconsolidated affiliates		15			15
Cash paid for acquisition of a business		(18	)		(23	)
Acquisition of a business		(7	)		(2	)
Proceeds from sale of business/assets		—			7
Increase in restricted cash		—			(8	)
Investment in unconsolidated affiliates		(84	)		(17	)
Other, net		1			1
Cash received from unconsolidated affiliates		51			19
Net cash used in investing activities		(85	)		(109	)
Increase in restricted cash		(2	)		—
Other, net		2			—
Net cash used in investing activities		(299	)		(200	)

(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,
	Three months ended March 31,
	2012			2011
	2013			2012
Financing Activities:
Net repayments under revolving loan facilities	$	~~(16~~—	)	$	—(17	)
Net borrowings on overdraft facilities		21			103
Repayments of short-term debt		(405	)		(~~151~~4	)
Borrowings on short-term debt		—13			~~126~~—
Repayments of long-term debt		(~~242~~413	)		(~~287~~109	)
Proceeds from issuance of long-term debt		3473			89—
Repayments of notes payable		(3310	)		(2417	)
Borrowings on notes payable		34—			351
Debt issuance costs paid		(4—	)		(74	)
Call premiums related to early extinguishment of debt		(2	)		(5	)
Call premiums and other costs related to early extinguishment of debt		(4	)		(1	)
Dividends paid to common stockholders		(7230	)		(7224	)
Dividends paid to noncontrolling interest		—			(5	)
Repurchase and cancellation of stock awards		(6	)		(7	)
Repurchase and cancellation of stock awards		(7	)		(9	)
Proceeds from issuance of common stock		3			1
Repurchase of common stock		—			(50	)
Excess tax benefit related to stock-based compensation		1			4
Proceeds from issuance of common stock		2			4
Other, net		(2	)		(2	)
Excess tax benefit related to stock-based compensation		4			10
Net cash provided by (used in) financing activities		21			(176	)
Other, net		(7	)		1
Effect of exchange rate changes on cash		(2	)		4
Net cash used in financing activities		(378	)		(335	)
Decrease in cash and cash equivalents		(140	)		(91	)
Effect of exchange rate changes on cash		2			(3	)
Cash and cash equivalents at beginning of period		387			554
Decrease in cash and cash equivalents		(119	)		(513	)
Cash and cash equivalents at end of period	$	247		$	463
Cash and cash equivalents at beginning of period		554			966
Cash and cash equivalents at end of period	$	435		$	453
Supplemental cash flow information:
Cash paid for interest	$	~~177~~59		$	~~178~~82
Cash paid for income taxes		~~153~~17			8413

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)

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (UNAUDITED)

	Huntsman Corporation Stockholders

	Shares
	Shares																	Accumulated other comprehensive (loss) income
	Common stock			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, 2013		238,273,422		$	2	$	3,264		$	(50	)	$	(12	)	$	(687	)	$	(744	)	$	123	$	1,896
Net (loss) income		—			—		—			—			—			(24	)		—			7		(17	)
Other comprehensive loss		—			—		—			—			—			—			(33	)		—		(33	)
Issuance of nonvested stock awards		—			—		13			—			(13	)		—			—			—		—
Vesting of stock awards		1,045,187			—		5			—			—			—			—			—		5
Recognition of stock-based compensation		—			—		2			—			4			—			—			—		6
Repurchase and cancellation of stock awards		(301,212	)		—		—			—			—			(6	)		—			—		(6	)
Stock options exercised		637,673			—		3			—			—			—			—			—		3
Excess tax benefit related to stock-based compensation		—			—		1			—			—			—			—			—		1
Dividends paid on common stock		—			—		—			—			—			(30	)		—			—		(30	)

Balance, March 31, 2013		239,655,070		$	2	$	3,288		$	(50	)	$	(21	)	$	(747	)	$	(777	)	$	130	$	1,825

Balance, January 1, 2012		235,746,087		$	2	$	3,228		$	(50	)	$	(12	)	$	(947	)	$	(559	)	$	114	$	1,776
Net income		—			—		—			—			—			163			—			—		163
Other comprehensive income		—			—		—			—			—			—			91			2		93
Issuance of nonvested stock awards		—			—		12			—			(12	)		—			—			—		—
Vesting of stock awards		2,141,910			—		10			—			—			—			—			—		10
Recognition of stock-based compensation		—			—		2			—			4			—			—			—		6
Repurchase and cancellation of stock awards		(533,266	)		—		—			—			—			(7	)		—			—		(7	)
Stock options exercised		431,495			—		1			—			—			—			—			—		1
Excess tax benefit related to stock-based compensation		—			—		4			—			—			—			—			—		4
Dividends paid on common stock		—			—		—			—			—			(24	)		—			—		(24	)
Acquisition of a business		—			—		(2	)		—			—			—			—			—		(2	)

Balance, March 31, 2012		237,786,226		$	2	$	3,255		$	(50	)	$	(20	)	$	(815	)	$	(468	)	$	116	$	2,020

(Dollars in Millions)

	Huntsman Corporation Stockholders
	Shares
																		Accumulated other comprehensive (loss) income
	Common stock			Common stock		Additional paid-in capital			Treasury stock			Unearned stock-based compensation			Accumulated deficit						Noncontrolling interests in subsidiaries			Total equity
Balance, January 1, 2012		235,746,087		$	2	$	3,228		$	(50	)	$	(12	)	$	(947	)	$	(559	)	$	114		$	1,776
Net income		—			—		—			—			—			403			—			8			411
Other comprehensive income		—			—		—			—			—			—			76			2			78
Issuance of nonvested stock awards		—			—		12			—			(12	)		—			—			—			—
Vesting of stock awards		2,155,549			—		10			—			—			—			—			—			10
Recognition of stock-based compensation		—			—		6			—			10			—			—			—			16
Repurchase and cancellation of stock awards		(534,996	)		—		—			—			—			(7	)		—			—			(7	)
Stock options exercised		661,299			—		2			—			—			—			—			—			2
Excess tax benefit related to stock-based compensation		—			—		4			—			—			—			—			—			4
Dividends paid on common stock		—			—		—			—			—			(72	)		—			—			(72	)
Acquisition of a business		—			—		(2	)		—			—			—			—			—			(2	)
Balance, September 30, 2012		238,027,939		$	2	$	3,260		$	(50	)	$	(14	)	$	(623	)	$	(483	)	$	124		$	2,216
Balance, January 1, 2011		236,799,455		$	2	$	3,186		$	—		$	(11	)	$	(1,090	)	$	(297	)	$	60		$	1,850
Net income		—			—		—			—			—			142			—			17			159
Dividends 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

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, 2012			December 31, 2011
	March 31, 2013			December 31, 2012
ASSETS
Current assets:
Cash and cash equivalents(a)	$	~~271~~215		$	~~231~~210
Restricted cash(a)		9			89
Accounts and notes receivable (net of allowance for doubtful accounts of $46, each), ($592 and $659 pledged as collateral, respectively)(a)		1,626			1,529
Accounts and notes receivable (net of allowance for doubtful accounts of $47 each), ($572 and $520 pledged as collateral, respectively)(a)		1,594			1,534
Accounts receivable from affiliates		~~263~~308			~~148~~299
Inventories(a)		1,~~807~~797			1,~~539~~819
Prepaid expenses		6347			4648
Deferred income taxes		4051			4051
Other current assets(a)		~~234~~204			~~220~~222
Total current assets		4,~~313~~225			34,~~761~~192
Property, plant and equipment, net(a)		3,~~531~~561			3,~~510~~656
Investment in unconsolidated affiliates		~~223~~236			~~202~~238
Intangible assets, net(a)		7565			9370
Goodwill		~~107~~116			~~114~~117
Deferred income taxes		~~190~~215			~~163~~229
Notes receivable from affiliates		21			52
Other noncurrent assets(a)		~~484~~441			~~482~~366
Total assets	$	8,~~925~~860		$	8,~~330~~870
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable(a)	$	1,~~017~~101		$	~~862~~1,101
Accounts payable to affiliates		5150			6462
Accrued liabilities(a)		~~718~~669			~~694~~723
Deferred income taxes		2938			2939
Note payable to affiliate		100			100
Current portion of debt(a)		~~130~~298			~~212~~288
Total current liabilities		2,~~045~~256			12,~~961~~313
Long-term debt(a)		3,~~550~~489			3,~~730~~414
Notes payable to affiliates		~~610~~744			~~439~~599
Deferred income taxes		~~272~~107			~~106~~170
Other noncurrent liabilities(a)		~~907~~1,117			1,~~003~~157
Total liabilities		7,~~384~~713			7,~~239~~653
Commitments and contingencies (Notes 13 and 14)
Equity
Huntsman International LLC members' equity:
Members' equity, 2,728 units issued and outstanding		3,~~103~~117			3,~~081~~109
Accumulated deficit		(1,~~155~~277	)		(1,~~493~~224	)
Accumulated other comprehensive loss		(~~531~~823	)		(~~611~~791	)
Total Huntsman International LLC members' equity		1,~~417~~017			~~977~~1,094
Noncontrolling interests in subsidiaries		~~124~~130			~~114~~123
Total equity		1,~~541~~147			1,~~091~~217
Total liabilities and equity	$	8,~~925~~860		$	8,~~330~~870

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

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HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(Dollars in Millions)

	Three months ended September 30,						Nine months ended September 30,
	Three months ended March 31,
	2012			2011			2012			2011
	2013			2012
Revenues:
Trade sales, services and fees, net	$	2,~~691~~635		$	2,~~923~~853		$	~~8,406~~		$	~~8,445~~
Related party sales		5067			5360			~~162~~			~~144~~
Total revenues		2,~~741~~702			2,~~976~~913			~~8,568~~			~~8,589~~
Cost of goods sold		2,~~199~~349			2,~~481~~359			~~6,940~~			~~7,124~~
Gross profit		~~542~~353			~~495~~554			~~1,628~~			~~1,465~~
Operating expenses:
Selling, general and administrative		~~220~~224			~~216~~219			~~669~~			~~688~~
Research and development		3536			4239			~~112~~			~~123~~
Other operating (income) expense		—(7	)		(15	)		7			7
Restructuring, impairment and plant closing costs		4744			~~155~~—			52			~~171~~
Total expenses		~~302~~297			~~412~~263			~~840~~			~~989~~
Operating income		~~240~~56			83291			~~788~~			~~476~~
Interest expense, net		(5954	)		(6661	)		~~(181~~	)		~~(197~~	)
Equity in income of investment in unconsolidated affiliates		21			2			5			6
Loss on early extinguishment of debt		(135	)		(21	)		(2	)		(5	)
Other income (expense)		1			(1	)		2			—
(Loss) income from continuing operations before income taxes		(32	)		231
Income from continuing operations before income taxes		183			16			612			280
Income tax benefit (expense)		18			(61	)
Income tax expense		(62	)		(55	)		(188	)		(111	)
(Loss) income from continuing operations		(14	)		170
Income (loss) from continuing operations		121			(39	)		424			169
Loss from discontinued operations, net of tax		(2	)		(4	)
(Loss) income from discontinued operations, net of tax		(1	)		10			(7	)		(5	)
Net (loss) income		(16	)		166
Income (loss) before extraordinary gain		120			(29	)		417			164
Net income attributable to noncontrolling interests		(7	)		—
Extraordinary gain on the acquisition of a business, net of tax of nil		1			—			1			2
Net (loss) income attributable to Huntsman International LLC	$	(23	)	$	166
Net income (loss)		121			(29	)		418			166
Net income attributable to noncontrolling interests		(4	)		(2	)		(8	)		(17	)
Net income (loss) attributable to Huntsman International LLC	$	117		$	(31	)	$	410		$	149

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

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HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES ~~CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED) (Dollars in Millions)~~

	Three months ended September 30,						Nine months ended September 30,
	2012			2011			2012			2011
Net income (loss)	$	121		$	(29	)	$	418		$	166
Other comprehensive income (loss), net of tax:
Foreign currency translations adjustments		94			(118	)		25			30
Pension and other postretirement benefits adjustments		15			(77	)		58			(66	)
Other, net		—			1			(1	)		1
Other comprehensive income (loss)		109			(194	)		82			(35	)
Comprehensive income (loss)		230			(223	)		500			131
Comprehensive income attributable to noncontrolling interests		(6	)		(2	)		(10	)		(18	)
Comprehensive income (loss) attributable to Huntsman International LLC	$	224		$	(225	)	$	490		$	113

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

(Dollars in Millions)

	Three months ended March 31,

	2013			2012
Net (loss) income	$	(16	)	$	166
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustments, net of tax of $2 and $(2), respectively		(67	)		73
Pension and other postretirement benefits adjustments, net of tax of $(11) and $(2), respectively		33			21
Other, net		2			1

Other comprehensive (loss) income		(32	)		95

Comprehensive (loss) income		(48	)		261
Comprehensive income attributable to noncontrolling interests		(7	)		(2	)

Comprehensive (loss) income attributable to Huntsman International LLC	$	(55	)	$	259

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)~~

	Nine months ended September 30,
	2012			2011
Operating Activities:
Net income	$	418		$	166
Adjustments to reconcile net income to net cash provided by operating activities:
Gain on the consolidation of a variable interest entity		—			(12	)
Loss on the consolidation of a business		4			—
Equity in income of investment in unconsolidated affiliates		(5	)		(6	)
Depreciation and amortization		306			310
Loss (gain) on disposal of businesses/assets, net		2			(5	)
Loss on early extinguishment of debt		2			5
Noncash interest expense		36			38
Noncash restructuring and impairment charges		10			53
Deferred income taxes		127			47
Noncash loss (gain) on foreign currency transactions		9			(15	)
Noncash compensation		20			17
Other, net		5			(1	)
Changes in operating assets and liabilities:
Accounts and notes receivable		(102	)		(314	)
Inventories		(252	)		(273	)
Prepaid expenses		(17	)		(14	)
Other current assets		(14	)		(150	)
Other noncurrent assets		(8	)		20
Accounts payable		112			72
Accrued liabilities		45			122
Other noncurrent liabilities		(65	)		8
Net cash provided by operating activities		633			68
Investing Activities:
Capital expenditures		(248	)		(217	)
Proceeds from settlements treated as reimbursement of capital expenditures		—			3
Cash assumed in connection with the initial consolidation of a variable interest entity		—			28
Cash paid for acquisition of a business		(18	)		(23	)
Proceeds from sale of business/assets		—			7
Increase in receivable from affiliate		(97	)		(35	)
Investment in unconsolidated affiliates		(84	)		(17	)
Cash received from unconsolidated affiliates		51			19
Increase in restricted cash		(2	)		—
Other, net		2			—
Net cash used in investing activities		(396	)		(235	)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(Dollars in Millions)

	Three months ended March 31,

	2013			2012
Operating Activities:
Net (loss) income	$	(16	)	$	166
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Equity in income of investment in unconsolidated affiliates		(1	)		(2	)
Depreciation and amortization		102			103
Loss on disposal of businesses/assets, net		—			1
Loss on early extinguishment of debt		35			1
Noncash interest expense		5			9
Noncash restructuring and impairment charges		1			—
Deferred income taxes		(65	)		47
Noncash loss on foreign currency transactions		10			9
Noncash compensation		7			9
Other, net		4			4
Changes in operating assets and liabilities:
Accounts and notes receivable		(85	)		(239	)
Inventories		(9	)		(65	)
Prepaid expenses		3			1
Other current assets		16			27
Other noncurrent assets		(73	)		(1	)
Accounts payable		6			183
Accrued liabilities		(44	)		(53	)
Other noncurrent liabilities		29			(11	)

Net cash (used in) provided by operating activities		(75	)		189

Investing Activities:
Capital expenditures		(89	)		(81	)
Increase in receivable from affiliate		(3	)		(20	)
Investment in unconsolidated affiliates		(5	)		(34	)
Cash received from unconsolidated affiliates		15			15
Acquisition of a business		(7	)		(2	)
Increase in restricted cash		—			(8	)
Other, net		1			1

Net cash used in investing activities		(88	)		(129	)

(Continued)

Table of Contents

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

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

(Dollars in Millions)

	Nine months ended September 30,
	Three months ended March 31,
	2012			2011
	2013			2012
Financing Activities:
Net repayments under revolving loan facilities	$	~~(16~~—	)	$	—(17	)
Net borrowings on overdraft facilities		21			103
Repayments of short-term debt		(405	)		(~~151~~4	)
Borrowings on short-term debt		—13			~~126~~—
Repayments of long-term debt		(~~242~~413	)		(~~287~~109	)
Proceeds from issuance of long-term debt		3473			89—
Proceeds from notes payable to affiliate		~~172~~145			~~105~~102
Repayments of notes payable		(3310	)		(2417	)
Borrowings on notes payable		34—			351
Debt issuance costs paid		(4—	)		(74	)
Call premiums related to early extinguishment of debt		(2	)		(5	)
Call premiums and other costs related to early extinguishment of debt		(4	)		(1	)
Dividends paid to noncontrolling interest		—			(5	)
Dividends paid to parent		(30	)		(24	)
Dividends paid to parent		(72	)		(56	)
Excess tax benefit related to stock-based compensation		1			4
Excess tax benefit related to stock-based compensation		4			10
Other, net		(1	)		1
Other, net		(5	)		3
Net cash provided by (used in) financing activities		170			(65	)
Net cash used in financing activities		(199	)		(157	)
Effect of exchange rate changes on cash		(2	)		4
Effect of exchange rate changes on cash		2			(3	)
Increase (decrease) in cash and cash equivalents		5			(1	)
Increase (decrease) in cash and cash equivalents		40			(327	)
Cash and cash equivalents at beginning of period		210			231
Cash and cash equivalents at beginning of period		231			561
Cash and cash equivalents at end of period	$	215		$	230
Cash and cash equivalents at end of period	$	271		$	234
Supplemental cash flow information:
Cash paid for interest	$	~~177~~59		$	~~179~~82
Cash paid for income taxes		7017			3413

During the ~~nine~~three months ended ~~September~~March 3031, ~~2012~~2013 and ~~2011~~2012, the amount of capital expenditures in accounts payable decreased by $~~1 million~~25 and $1213 million, respectively. During the three ~~nine~~ months ended ~~September~~March 3031, ~~2012~~2013 and ~~2011~~2012, Huntsman Corporation contributed $207 million and $179 million related to stock-based compensation, respectively.

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

Table of Contents

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES ~~CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (UNAUDITED) (Dollars in Millions)~~

	Huntsman International LLC Members
	Members' equity
						Accumulated deficit			Accumulated other comprehensive (loss) income			Noncontrolling interests in subsidiaries			Total equity
	Units		Amount
Balance, January 1, 2012		2,728	$	3,081		$	(1,493	)	$	(611	)	$	114		$	1,091
Net income		—		—			410			—			8			418
Other comprehensive income		—		—			—			80			2			82
Contribution from parent		—		20			—			—			—			20
Dividends paid to parent		—		—			(72	)		—			—			(72	)
Acquisition of a business		—		(2	)		—			—			—			(2	)
Excess tax benefit related to stock-based compensation		—		4			—			—			—			4
Balance, September 30, 2012		2,728	$	3,103		$	(1,155	)	$	(531	)	$	124		$	1,541
Balance, January 1, 2011		2,728	$	3,049		$	(1,667	)	$	(354	)	$	60		$	1,088
Net income		—		—			149			—			17			166
Dividends paid to noncontrolling interest		—		—			—			—			(5	)		(5	)
Other comprehensive (loss) income		—		—			—			(36	)		1			(35	)
Consolidation of a variable interest entity		—		—			—			—			61			61
Contribution from parent		—		17			—			—			—			17
Dividends paid to parent		—		—			(56	)		—			—			(56	)
Excess tax benefit related to stock-based compensation		—		10			—			—			—			10
Balance, September 30, 2011		2,728	$	3,076		$	(1,574	)	$	(390	)	$	134		$	1,246

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (UNAUDITED)

(Dollars in Millions)

	Huntsman International LLC Members

	Members' equity								Accumulated other comprehensive (loss) income
	Members' equity					Accumulated deficit						Noncontrolling interests in subsidiaries		Total equity
	Units		Amount			Accumulated deficit						Noncontrolling interests in subsidiaries		Total equity
Balance, January 1, 2013		2,728	$	3,109		$	(1,224	)	$	(791	)	$	123	$	1,217
Net (loss) income		—		—			(23	)		—			7		(16	)
Other comprehensive loss		—		—			—			(32	)		—		(32	)
Contribution from parent		—		7			—			—			—		7
Dividends paid to parent		—		—			(30	)		—			—		(30	)
Excess tax benefit related to stock-based compensation		—		1			—			—			—		1

Balance, March 31, 2013		2,728	$	3,117		$	(1,277	)	$	(823	)	$	130	$	1,147

Balance, January 1, 2012		2,728	$	3,081		$	(1,493	)	$	(611	)	$	114	$	1,091
Net income		—		—			166			—			—		166
Other comprehensive income		—		—			—			93			2		95
Dividends paid to parent		—		—			(24	)		—			—		(24	)
Acquisition of a business		—		(2	)		—			—			—		(2	)
Contribution from parent		—		9			—			—			—		9
Excess tax benefit related to stock-based compensation		—		4			—			—			—		4

Balance, March 31, 2012		2,728	$	3,092		$	(1,351	)	$	(518	)	$	116	$	1,339

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

Table of Contents

HUNTSMAN CORPORATION AND SUBSIDIARIES ~~HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)~~

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; and "HPS" refers to Huntsman Polyurethanes Shanghai Ltd. (our consolidated splitting joint venture with Shanghai Chlor-Alkali Chemical Company, Ltd); and "~~Sasol-Huntsman~~SLIC" refers to ~~Sasol-Huntsman GmbH~~Shanghai ~~and Co.~~Liengheng KGIsocyanate Company (our ~~consolidated~~unconsolidated manufacturing joint venture with ~~Sasol~~BASF ~~that owns~~ and ~~operates~~three ~~a maleic~~Chinese ~~anhydride~~chemical ~~facility in Moers, Germany~~companies)~~; and "HCCA" refers to Huntsman Chemical Company Australia Pty Limited (our 100% owned subsidiary)~~.

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, comprehensive income, 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, ~~2011~~2012 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, personal care and hygiene, durable and non-durable consumer products, electronics, medical, packaging, paints and coatings, power generation, refining, synthetic fiber, textile chemicals and dye industries. We are a leading global producer in many of our key product lines, including MDI, amines, surfactants, maleic anhydride, epoxy- based polymer formulations, textile chemicals, dyes and titanium dioxide.

We operate in five segments: Polyurethanes, Performance Products, Advanced Materials, Textile Effects and Pigments. Our Polyurethanes, Performance Products, Advanced Materials and Textile Effects segments produce differentiated organic chemical products and our Pigments segment produces inorganic chemical products. In a series of transactions beginning in 2006, we sold or shutdown substantially all of our Australian styrenics operations and our North American polymers and base chemicals operations. We report the results of these businesses as discontinued operations.

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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

Our Company, a Delaware corporation, was formed in 2004 to hold the Huntsman businesses. Jon M. Huntsman founded the predecessor to our Company in 1970 as a small packaging 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 condensed consolidated financial statements (unaudited) for both our Company and Huntsman International. The differences between our financial statements and Huntsman International's financial statements relate primarily to the following:

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

PRINCIPLES OF CONSOLIDATION

Our condensed consolidated financial statements (unaudited) include the accounts of our wholly-owned and majority-owned 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.

RECENT ~~2. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS~~DEVELOPMENTS

~~ACCOUNTING~~ On ~~PRONOUNCEMENTS~~April 29, ~~ADOPTED~~2013, ~~DURING~~Huntsman ~~2012~~ International entered into amendments to its U.S. accounts receivable securitization program ("U.S. A/R Program") and its European accounts receivable securitization program ("EU A/R Program" and, collectively with the U.S. A/R Program, our "A/R Programs"). These amendments, among other things, extend the scheduled commitment termination date of the loan facilities under our A/R Programs to April 2016. For more information, see "Note 7. Debt—Direct and Subsidiary Debt—Amendments to A/R Programs."

In May 2011, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("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

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HUNTSMAN CORPORATION AND SUBSIDIARIES

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

21. ~~RECENTLY~~GENERAL ~~ISSUED ACCOUNTING PRONOUNCEMENTS~~ (Continued)

~~about~~ On ~~fair~~March 11, ~~value~~2013, ~~measurements~~Huntsman inInternational ~~accordance~~entered ~~with~~into ~~U.S. GAAP~~an ~~and~~eighth ~~IFRSs.~~amendment ~~The~~to ~~amendments~~its insenior ~~this~~secured ~~ASU~~credit ~~were~~facilities ~~effective~~(the ~~prospectively~~"Senior ~~for~~Credit ~~interim~~Facilities"). ~~and~~The ~~annual~~amendment ~~periods~~provided ~~beginning~~for ~~after December 15,~~an ~~2011.~~additional Weterm ~~adopted~~loan of $225 million, the ~~amendments~~net proceeds of ~~this~~which ~~ASU~~were ~~effective~~used ~~January~~to repay in full the remaining $193 1,million ~~2012,~~principal amount outstanding under our term loan B facility ("Term Loan B") and ~~the~~for ~~initial~~general ~~adoption~~corporate purposes. We recognized a loss on early extinguishment of ~~the~~debt ~~amendments~~of inapproximately $1 million on this ~~ASU~~redemption. ~~did~~The ~~not~~additional ~~have~~term aloan ~~significant~~has ~~impact~~identical onterms to our ~~condensed~~existing ~~consolidated financial~~extended ~~statements~~term loan B facility (~~unaudited~~"Extended Term Loan B"). See "Note 7. Debt—Direct and Subsidiary Debt—Amendment to Credit Agreement."

InOn ~~June 2011~~March 4, ~~the FASB issued ASU No. 2011-05~~2013, ~~Comprehensive~~Huntsman ~~Income (Topic 220): Presentation of Comprehensive Income~~International, ~~requiring~~ ~~entities~~pursuant to ~~present~~an ~~net~~indenture ~~income~~entered ~~and~~into ~~other~~on ~~comprehensive income in either a single continuous statement of comprehensive income or in two separate~~November 19, ~~but consecutive~~2012, ~~statements~~issued of$250 million ~~net~~aggregate ~~income and~~principal ~~other~~amount ~~comprehensive~~of ~~income~~additional 4.875% ~~The~~senior ~~option~~notes todue ~~present~~2020 ~~components of other comprehensive income as part of~~ (the ~~statement~~"2020 ofSenior ~~equity is eliminated~~Notes"). ~~The~~Huntsman ~~amendments~~International doapplied ~~not change~~ the ~~option to present components of other comprehensive income either~~ net ofproceeds ~~related~~to ~~tax~~redeem ~~effects~~the orremaining ~~before~~$200 million ~~related~~in ~~tax~~aggregate ~~effects,~~principal ~~with one~~ amount ~~shown for the aggregate income tax expense or benefit related to the total~~ of ~~other~~ ~~comprehensive~~its ~~income components~~5.50% ~~The~~senior notes ~~amendments~~due in2016 ~~this~~(the ~~ASU~~"2016 ~~were~~Senior ~~effective retrospectively for fiscal years~~Notes"), ~~and~~to ~~interim~~pay ~~periods~~associated ~~within~~accrued ~~those~~interest ~~years,~~and ~~beginning~~for ~~after~~general ~~December 15,~~corporate ~~2011~~purposes. We ~~adopted~~ ~~this~~recognized ~~ASU~~a ~~effective~~loss on ~~January 1,~~early ~~2012~~extinguishment ~~and~~of ~~have~~debt ~~presented~~of ~~our~~approximately ~~consolidated~~$34 million ~~net~~on ~~income~~this ~~and~~redemption. ~~consolidated~~For ~~comprehensive~~more ~~income~~information, insee ~~two~~"Note 7. ~~separate,~~Debt—Direct ~~but~~and ~~consecutive,~~Subsidiary ~~statements~~Debt—Notes."

InDuring ~~September 2011,~~ the ~~FASB~~first ~~issued~~quarter ~~ASU~~of ~~No. 2011-08~~2013, ~~Intangibles—Goodwill~~we ~~and~~successfully ~~Other~~completed ~~(Topic 350): Testing Goodwill for Impairment. The guidance in this ASU is intended to reduce complexity and costs of~~ the ~~annual~~scheduled ~~goodwill~~maintenance ~~impairment test by providing entities with the option~~ of ~~performing~~our ~~a qualitative~~olefins ~~assessment to determine whether further impairment testing is necessary. The amendments in this ASU include examples of events~~ and ~~circumstances~~ethylene ~~that~~oxide ~~might~~facilities ~~indicate that a reporting unit's fair value is less than its carrying value. The amendments~~ in ~~this~~Port ~~ASU were effective prospectively for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15~~Neches, ~~2011~~Texas. WeThis ~~adopted~~significant ~~the~~maintenance occurs ~~amendments~~approximately inevery ~~this~~four ~~ASU~~years ~~effective~~at ~~January 1, 2012, and the initial adoption of the amendments in~~ this ~~ASU did not have a significant impact on our condensed consolidated financial statements (unaudited)~~facility.

~~ACCOUNTING~~ ~~PRONOUNCEMENTS~~2. ~~PENDING~~RECENTLY ~~ADOPTION~~ISSUED INACCOUNTING ~~FUTURE PERIODS~~PRONOUNCEMENTS

In ~~July~~Accounting ~~2012,~~Pronouncements ~~the~~Adopted ~~FASB~~During issued ASU No. 2012-02, Intangibles—Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment. The guidance in this ASU is intended to reduce complexity and costs of the annual impairment tests for indefinite-lived intangible assets 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 an asset's fair value is less than its carrying value. The amendments in this ASU are effective for annual and interim indefinite-lived intangible assets impairment tests performed for fiscal years beginning after September 15, 2012 with early adoption permitted. We do not expect the adoption of the amendments in this ASU to have a significant impact on our condensed consolidated financial statements (unaudited). 2013

In July 2012, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2012-02, Intangibles—Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment. The guidance in this ASU is intended to reduce complexity and costs of the annual impairment tests for indefinite-lived intangible assets 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 an asset's fair value is less than its carrying value. The amendments in this ASU were effective prospectively for annual and interim indefinite-lived intangible assets impairment tests performed for fiscal years beginning after September 15, 2012. We adopted the amendments in this ASU effective January 1, 2013, and the initial adoption of the amendments in this ASU did not have a significant impact on our condensed consolidated financial statements (unaudited).

In February 2013, the FASB issued ASU No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, requiring entities to disclose information about the amounts reclassified out of accumulated other comprehensive income by component, as well as report, either on the face of the income statement where net income is presented or in the notes, the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items of net income. The amendments in this ASU were effective prospectively for interim and annual periods beginning after December 15, 2012. We adopted the amendments of this ASU effective January 1, 2013 and have disclosed the above additional

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

2. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS (Continued)

information about reclassifications out of accumulated other comprehensive (loss) income in the notes to our condensed consolidated financial statements (unaudited). See "Note 12. Other Comprehensive (Loss) Income."

Accounting Pronouncements Pending Adoption in Future Periods

In February 2013, the FASB issued ASU No. 2013-04, Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date, requiring entities to measure obligations resulting from joint and several liability arrangements for which the total amount of the obligation is fixed at the reporting date, as the sum of the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and any additional amount the reporting entity expects to pay on behalf of its co-obligors. The amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The amendments in this ASU should be applied retrospectively to all prior periods presented for those obligations resulting from joint and several liability arrangements that exist at the beginning of an entity's fiscal year of adoption. 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 March 2013, the FASB issued ASU No. 2013-05, Foreign Currency Matters (Topic 830): Parent's Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity, resolving diversity in practice and clarifying the applicable guidance for the release of the cumulative translation adjustment into net income when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or business within a foreign entity. The amendments in this ASU are effective prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013. 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

~~RUSSIAN~~NIPPON ~~MDI,~~AQUA ~~COATINGS~~EQUITY ~~AND SYSTEMS ACQUISITION~~INVESTMENT

OnIn ~~July 3,~~March ~~2012~~2013, we completed ~~our~~the acquisition of ~~the~~a ~~remaining 55~~20% ~~ownership~~equity interest in ~~International~~Nippon ~~Polyurethane Investment~~Aqua BCo.V Ltd. (~~the~~ "~~Russian~~Nippon ~~Systems House Acquisition~~Aqua")~~. This company's wholly owned subsidiary~~, ~~Huntsman NMG Zao, is~~ a ~~leading supplier of~~ spray polyurethane ~~systems~~foam to("SPF") ~~the~~insulation ~~adhesives,~~company ~~coatings~~based ~~and footwear markets~~ in ~~Russia~~Yokohama, ~~Ukraine~~Japan. ~~and~~In ~~Belarus and is headquartered in Obninsk~~addition, ~~Russia.~~we ~~The~~entered ~~acquisition~~into ~~cost~~a ~~was approximately €13~~10 ~~million~~year ~~(approximately~~supply ~~$16 million). The~~agreement ~~acquired~~with ~~business~~the ~~was integrated into our Polyurethanes segment~~company. ~~Transaction~~Nippon ~~costs~~Aqua ~~charged~~is tothe ~~expense~~SPF ~~related~~market toleader ~~this~~in ~~acquisition~~Japan, with ~~were~~business ~~not~~operations ~~significant.~~in ~~The~~over ~~fair~~30 ~~value~~locations ofacross ~~our existing 45% ownership interest immediately prior to~~ the ~~acquisition was $13 million~~country, ~~valued~~and byis ~~applying the income approach. Key assumptions include~~ a ~~discount~~subsidiary ~~rate~~ of ~~17%~~leading ~~and~~residential ahome ~~terminal~~builder ~~growth~~Hinokiya ~~rate of 4%~~Holdings Co. Ltd. ~~In connection~~We ~~with~~supply ~~this~~various ~~transaction,~~advanced MDI-based wepolyurethanes ~~recorded~~systems ato ~~noncash~~Nippon ~~pretax~~Aqua. ~~loss~~We ofwill ~~approximately~~account ~~$4 million~~for ~~in other operating (income) expense on the consolidation of~~ this investment. ~~The long-term~~using ~~debt~~the ofequity ~~approximately~~method ~~$7 million~~and ~~that~~will ~~was~~report ~~assumed~~the asequity ~~part~~earnings ofin ~~this~~our ~~transaction~~Polyurethanes ~~was repaid shortly after the acquisition date~~segment.

We have accounted for the Russian Systems House 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):

Fair value of original 45% ownership interest acquired in 2007	$	13
Acquisition cost of 55% ownership interest acquired in 2012		16
Total fair value of net assets acquired	$	29
Fair value of assets acquired and liabilities assumed:
Accounts receivable	$	2
Inventories		9
Other current assets		1
Property, plant and equipment		31
Accounts payable		(4	)
Accrued liabilities		(1	)
Deferred income taxes		(2	)
Long-term debt		(7	)
Total fair value of net assets acquired	$	29

The acquisition cost allocation is preliminary pending final determination of the fair value of assets acquired and liabilities assumed, including final valuation of working capital, 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 over historical carrying values to property, plant and equipment and no amounts have been allocated to goodwill. It is possible that changes to this preliminary allocation could occur.

International Polyurethane Investment B.V. had revenues and earnings of $16 million and $3 million, respectively, for the period from the date of acquisition to September 30, 2012. If this

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

3. BUSINESS COMBINATIONS (Continued)

~~acquisition were~~RUSSIAN ~~to have occurred on January 1~~MDI, ~~2011,~~COATINGS ~~there~~AND ~~would~~SYSTEMS have been no significant impact to the combined earnings attributable to our Company or Huntsman International and the following estimated pro forma revenues attributable to our Company and Huntsman International would have been reported (dollars in millions): ACQUISITION

	Pro Forma
	Three months ended September 30,		Nine months ended September 30,
	2011		2012		2011
Revenues	$	2,987	$	8,601	$	8,614

On July 3, 2012, we completed our acquisition of the remaining 55% ownership interest in International Polyurethane Investments B.V. (the "Russian Systems House Acquisition"). This company's wholly owned subsidiary, Huntsman NMG ZAO, is a leading supplier of polyurethane systems to the adhesives, coatings and footwear markets in Russia, Ukraine and Belarus and is headquartered in Obninsk, Russia. The acquisition cost was approximately €13 million (approximately $16 million). The acquired business was integrated into our Polyurethanes segment. Transaction costs charged to expense related to this acquisition were not significant. The fair value of our existing 45% ownership interest immediately prior to the acquisition was $13 million, valued by applying the income approach. Key assumptions include a discount rate of 17% and a terminal growth rate of 4%. In connection with this transaction, during the third quarter of 2012 we recorded a noncash pretax loss of approximately $4 million in other operating (income) expense on the consolidation of this investment. The long-term debt of approximately $7 million that was assumed as part of this transaction was repaid shortly after the acquisition date.

~~EMA~~ We have ~~ACQUISITION~~ accounted for the Russian Systems House 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):

On December 30, 2011, we completed the acquisition of EMA Kimya Sistemleri Sanayi ve Ticaret A.S. (the "EMA Acquisition"), an MDI-based polyurethanes systems house in Istanbul, Turkey for approximately $11 million, net of cash acquired and including the repayment of assumed debt. The acquired business was integrated into our Polyurethanes segment. We have accounted for the EMA Acquisition using the acquisition method and transaction costs charged to expense associated with this acquisition were not significant. For purposes of a preliminary allocation of the acquisition cost to assets acquired and liabilities assumed, we have assigned the excess of the acquisition cost over historical carrying values of $7 million to property, plant and equipment. At December 31, 2011, the excess of the acquisition cost over historical carrying values had been assigned as goodwill. This preliminary purchase price allocation is likely to change once we complete the analysis of the fair value of tangible and intangible assets acquired and liabilities assumed during the fourth quarter of 2012. Net sales for the three and nine months ended September 30, 2011 related to the business acquired were approximately $7 million and $19 million, respectively. Net losses for the three and nine months ended September 30, 2011 related to the business acquired were approximately $(1) million and $(3) million, respectively.


Fair value of original 45% ownership interest acquired in 2007	$	13
Acquisition cost of 55% ownership interest acquired in 2012		16

Total fair value of net assets acquired	$	29

Fair value of assets acquired and liabilities assumed:
Accounts receivable	$	2
Inventories		9
Other current assets		1
Property, plant and equipment		31
Accounts payable		(4	)
Accrued liabilities		(1	)
Deferred income taxes		(2	)
Long-term debt		(7	)

Total fair value of net assets acquired	$	29

~~LAFFANS~~ The acquisition ~~ACQUISITION~~ cost allocation is preliminary pending final determination of the fair value of assets acquired and liabilities assumed, including final valuation of working capital, 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 over historical carrying values to property, plant and equipment and no amounts have been allocated to goodwill. It is possible that changes to this preliminary allocation could occur.

On April 2, 2011, we completed the acquisition of the chemical business of Laffans Petrochemicals Limited, an amines and surfactants manufacturer located in Ankleshwar, India (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 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 allocation of

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

3. BUSINESS COMBINATIONS (Continued)

~~acquisition~~ If ~~cost~~this acquisition were to ~~the~~have ~~assets~~occurred ~~acquired~~January 1, 2012, there would have been no significant impact to combined earnings to our Company and ~~liabilities~~Huntsman ~~assumed~~International. isThe following ~~summarized~~estimated aspro ~~follows~~forma revenues attributable to our Company and Huntsman International would have been reported (dollars in millions):

	Pro Forma
Acquisition cost	$	23
Fair value of assets acquired and liabilities assumed:
	Three months ended March 31, 2012 (unaudited)
Accounts receivable	$	9
Revenues	$	2,919
Inventories		2
Other current assets		2
Property, plant and equipment		12
Intangibles		3
Accounts payable		(3	)
Accrued liabilities		(1	)
Other noncurrent liabilities		(1	)
Total fair value of net assets acquired	$	23

~~If this~~ ~~acquisition~~4. were to have occurred on January 1, 2011, the following estimated pro forma revenues and net income attributable to Huntsman Corporation and Huntsman International would have been reported (dollars in millions): INVENTORIES

Inventories ~~Huntsman~~are ~~Corporation~~ 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):

	Pro Forma Nine months ended September 30, 2011
	March 31, 2013			December 31, 2012
Revenues	$	8,603
Raw materials and supplies	$	478		$	484
Net income attributable to Huntsman Corporation		143
Work in progress		101			98
Finished goods		1,297			1,311
Total		1,876			1,893
LIFO reserves		(79	)		(74	)
Net	$	1,797		$	1,819

For both ~~Huntsman~~March 31, ~~International~~ 2013 and December 31, 2012, approximately 11% of inventories were recorded using the LIFO cost method.

		Pro Forma Nine months ended September 30, 2011
Revenues		$	8,603
Net income attributable to Huntsman International			150

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 for both March 31, 2013 and December 31, 2012 was $6 million. 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 March 31, 2013 and December 31, 2012 were $2 million and nil, respectively.

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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, 2012			December 31, 2011
Raw materials and supplies	$	471		$	374
Work in progress		96			92
Finished goods		1,314			1,162
Total		1,881			1,628
LIFO reserves		(74	)		(89	)
Net	$	1,807		$	1,539

For September 30, 2012 and December 31, 2011, 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 September 30, 2012 and December 31, 2011 were $12 million and $3 million, respectively. Other open exchanges are settled in cash and result in a net deferred profit margin. The amount payable under these open exchange agreements as of September 30, 2012 and December 31, 2011 was $2 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~~ joint ventures for which we are the primary beneficiary:

•: Rubicon LLC manufactures products for our Polyurethanes and Performance Products segments. The structure of the joint venture is such that the total equity investment at risk is not sufficient to permit the joint venture to finance its activities without additional financial support. By virtue of the operating agreement with this joint venture, 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 manufactures products for our Pigments segment. In this joint venture we supply all the raw materials through a fixed cost supply contract, operate the manufacturing facility and market the products of the joint venture to customers. Through a fixed price raw materials supply contract with the joint venture we are exposed to the risk related to the fluctuation of raw material pricing.
•: Arabian Amines Company manufactures products for our Performance Products segment. Prior to July 1, 2010, this joint venture was in the development stage and the total equity investment at risk was sufficient for the joint venture to finance its activities without additional support. Therefore, Arabian Amines Company was accounted for under the equity method. In July 2010, Arabian Amines Company exited the development stage, which triggered the reconsideration of Arabian Amines Company as a variable interest entity. As required in the operating agreement governing this joint venture, we purchase all of Arabian Amines Company's production and sell it to our customers. Substantially all of the joint venture's activities are conducted on our behalf. Accordingly, we concluded that we were the primary beneficiary and began consolidating Arabian Amines Company beginning July 1, 2010.
•: Sasol-Huntsman is our 50%-owned 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. In April 2011, an expansion at this facility began production, which triggered the reconsideration of this joint venture as a variable interest entity. 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.

Creditors of these entities have no recourse to our general credit, except in the event that we offer guarantees of specified indebtedness. See "Note 7. Debt—Direct and Subsidiary Debt." As the primary beneficiary of these variable interest entities at March 31, 2013, the joint ventures' assets, liabilities and results of operations are included in our condensed consolidated financial statements (unaudited).

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

5. VARIABLE INTEREST ENTITIES (Continued)

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.

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 our variable interest entities' assets and liabilities included in our condensed consolidated balance sheets (unaudited), before intercompany eliminations (dollars in millions):

	September 30, 2012		December 31, 2011
	March 31, 2013		December 31, 2012
Current assets	$	~~166~~172	$	~~140~~163
Property, plant and equipment, net		~~382~~372		~~403~~378
Other noncurrent assets		5867		61
Deferred income taxes		45		45
Intangible assets		20		23
Intangible assets, net		18		19
Goodwill		15		1516
Total assets	$	~~686~~689	$	~~687~~682
Current liabilities	$	~~187~~358	$	~~145~~348
Long-term debt		~~245~~79		~~269~~82
Deferred income taxes		98		98
Other noncurrent liabilities		7299		~~110~~102
Total liabilities	$	~~513~~544	$	~~533~~540

6. RESTRUCTURING, IMPAIRMENT AND PLANT CLOSING COSTS

As of March 31, 2013 and December 31, 2012, 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 and contract termination costs			Other restructuring costs			Total(2)

Accrued liabilities as of January 1, 2013	$	90		$	—		$	15		$	—		$	105
2013 charges for 2011 initiatives		—			4			16			1			21
2013 charges for 2012 initiatives		17			—			—			6			23
2013 charges for 2013 initiatives		2			—			—			—			2
Reversal of reserves no longer required		(7	)		—			—			—			(7	)
2013 payments for 2011 initiatives		(4	)		(4	)		—			(1	)		(9	)
2013 payments for 2012 initiatives		(4	)		—			—			(6	)		(10	)
Foreign currency effect on liability balance		(3	)		—			(1	)		—			(4	)

Accrued liabilities as of March 31, 2013	$	91		$	—		$	30		$	—		$	121

(1): The total workforce reduction reserves of $91 million relate to the termination of 817 positions, of which 738 positions had not been terminated as of March 31, 2013.

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HUNTSMAN CORPORATION AND SUBSIDIARIES

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

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

56. ~~VARIABLE~~RESTRUCTURING, ~~INTEREST~~IMPAIRMENT ~~ENTITIES~~AND PLANT CLOSING COSTS (Continued)

~~The~~ ~~following~~ ~~table summarizes the fair value of Sasol-Huntsman's assets and~~ (2)Accrued liabilities ~~recorded~~by ~~upon~~initiatives ~~initial~~were ~~consolidation~~as infollows ~~our condensed consolidated balance sheets~~ (~~unaudited), before intercompany eliminations (~~dollars in millions):

	April 1, 2011
	March 31, 2013		December 31, 2012
Current assets	$	61
2008 and prior initiatives	$	2	$	2
Property, plant and equipment, net		155
2009 initiatives		6		7
Intangible assets		16
2010 initiatives		9		9
Goodwill		17
2011 initiatives		44		34
Total assets	$	249
2012 initiatives		58		53
Current liabilities	$	23
2013 initiatives		2		—
Long-term debt		93
Total	$	121	$	105
Deferred income taxes		8
Other noncurrent liabilities		7
Total liabilities	$	131

~~Goodwill~~Details ofwith ~~$17 million~~respect ~~was~~to ~~recognized~~our ~~upon~~reserves ~~consolidation~~for ~~of Sasol-Huntsman~~restructuring, ofimpairment ~~which~~and ~~approximately~~plant ~~$12 million~~closing iscosts ~~deductible~~are ~~for~~provided ~~income~~below ~~tax purposes. The total amount recorded as goodwill decreased~~ by ~~approximately~~segment ~~$2 million~~and ~~from~~initiative ~~the~~(dollars ~~date of consolidation to December 31, 2011 due to a change~~ in ~~the~~millions): foreign currency exchange rate. The net change to goodwill in response to changes in the foreign currency exchange rates from December 31, 2011 to September 30, 2012 was nil. All intangible assets other than goodwill are being amortized over an average useful life of 18 years.

If consolidation of Sasol-Huntsman had occurred on January 1, 2011, the approximate pro forma revenues attributable to both our Company and Huntsman International would have been $8,618 million for the nine months ended September 30, 2011. 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 expense in the condensed consolidated statements of operations (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.

	Polyurethanes			Performance Products		Advanced Materials			Textile Effects			Pigments		Discontinued Operations		Corporate and Other		Total

Accrued liabilities as of January 1, 2013	$	27		$	—	$	27		$	42		$	1	$	6	$	2	$	105
2013 charges for 2011 initiatives		—			—		—			21			—		—		—		21
2013 charges for 2012 initiatives		—			—		23			—			—		—		—		23
2013 charges for 2013 initiatives		—			2		—			—			—		—		—		2
Reversal of reserves no longer required		(4	)		—		(2	)		(1	)		—		—		—		(7	)
2013 payments for 2011 initiatives		—			—		—			(9	)		—		—		—		(9	)
2013 payments for 2012 initiatives		(2	)		—		(8	)		—			—		—		—		(10	)
Foreign currency effect on liability balance		(1	)		—		(1	)		(2	)		—		—		—		(4	)

Accrued liabilities as of March 31, 2013	$	20		$	2	$	39		$	51		$	1	$	6	$	2	$	121

Current portion of restructuring reserves	$	20		$	2	$	38		$	26		$	1	$	6	$	2	$	95
Long-term portion of restructuring reserves		—			—		1			25			—		—		—		26
Estimated additional future charges for current restructuring projects
Estimated additional charges within one year		—			3		13			65			—		—		—		81
Estimated additional charges beyond one year		—			—		—			—			—		—		—		—

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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)

AsDetails ofwith ~~September 30,~~respect ~~2012~~to cash and ~~December 31,~~non-cash ~~2011,~~restructuring ~~accrued~~charges ~~restructuring~~for ~~costs~~the byperiods ~~type~~ended ofMarch 31, ~~cost~~2013 and ~~initiative~~2012 ~~consisted~~by ofinitiative ~~the~~are provided ~~following~~below (dollars in millions):

	Workforce reductions(1)			Demolition and decommissioning			Non-cancelable lease costs			Other restructuring costs			Total(2)
	Three months ended March 31, 2013
Accrued liabilities as of January 1, 2012	$	73		$	—		$	11		$	8		$	92
Cash charges:
2012 charges for 2007 and prior initiatives		2			—			—			—			2
2013 charges for 2011 initiatives	$	21
2012 charges for 2009 initiatives		1			—			—			4			5
2013 charges for 2012 initiatives		23
2012 charges for 2010 initiatives		—			—			—			1			1
2013 charges for 2013 initiatives		2
2012 charges for 2011 initiatives		4			1			—			4			9
Pension-related charges		4
2012 charges for 2012 initiatives		33			—			—			6			39
Reversal of reserves no longer required		(7	)
Reversal of reserves no longer required		(13	)		—			—			(1	)		(14	)
Non-cash charges		1
2012 payments for 2007 and prior initiatives		(1	)		—			(1	)		(1	)		(3	)
Total 2013 Restructuring, Impairment and Plant Closing Costs	$	44
2012 payments for 2009 initiatives		(2	)		—			—			(4	)		(6	)
2012 payments for 2010 initiatives		(2	)		—			(1	)		—			(3	)
2012 payments for 2011 initiatives		(19	)		(1	)		—			(4	)		(24	)
2012 payments for 2012 initiatives		(4	)		—			—			(5	)		(9	)
Foreign currency effect on liability balance		1			—			—			—			1
Accrued liabilities as of September 30, 2012	$	73		$	—		$	9		$	8		$	90

(1)The total workforce reduction reserves of $73 million relate to the termination of 581 positions, of which 544 positions had not been terminated as of September 30, 2012. (2)Accrued liabilities by initiatives were as follows (dollars in millions):

	Three months ended March 31, 2012

Cash charges:
2012 charges for 2008 and prior initiatives	$	2
2012 charges for 2009 initiatives		1
2012 charges for 2011 initiatives		3
2012 charges for 2012 initiatives		5
Reversal of reserves no longer required		(12	)
Non-cash charges		1

Total 2012 Restructuring, Impairment and Plant Closing Costs	$	—

	September 30, 2012		December 31, 2011
2007 initiatives and prior	$	2	$	2
2009 initiatives		7		11
2010 initiatives		9		16
2011 initiatives		42		63
2012 initiatives		30		—
Total	$	90	$	92

2013 RESTRUCTURING ACTIVITIES

During the three months ended March 31, 2013, our Polyurethanes segment reversed charges of $4 million related to workforce reductions in association with our program to reduce annualized fixed costs by approximately $75 million. Our Polyurethanes segment also recorded pension-related settlement charges of $5 million related to this program.

During the three months ended March 31, 2013, our Advanced Materials segment recorded charges of $23 million primarily related to workforce reductions related to our global transformational change program designed to improve the segment's manufacturing efficiencies, enhance commercial excellence and ensure its long-term global competitiveness. Our Advanced Materials segment also reversed charges of $2 million related to this initiative. We expect to incur additional charges of $13 million through March 2014, also related to this initiative.

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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~~long-term global competitiveness. In connection with ~~respect~~this toplan, during the three months ended March 2013, our ~~reserves~~Textile Effects segment recorded charges of $16 million for non-cancelable ~~restructuring~~long-term contract termination costs, ~~impairment~~$4 million for decommissioning and ~~plant~~$1 million ~~closing~~for ~~costs~~other ~~are~~restructuring ~~provided~~and ~~below~~reversed bycharges ~~segment~~of $1 million ~~and~~related to workforce reductions associated with this initiative. ~~(dollars~~We inexpect ~~millions):~~to incur additional charges of $65 million through March 2014, also related to this initiative.

	Polyurethanes			Performance Products			Advanced Materials			Textile Effects			Pigments			Discontinued Operations		Corporate and Other			Total
Accrued liabilities as of January 1, 2012	$	—		$	1		$	12		$	69		$	3		$	6	$	1		$	92
2012 charges for 2007 and prior initiatives		—			—			—			2			—			—		—			2
2012 charges for 2009 initiatives		—			—			1			—			4			—		—			5
2012 charges for 2010 initiatives		—			—			—			—			—			—		1			1
2012 charges for 2011 initiatives		—			—			3			6			—			—		—			9
2012 charges for 2012 initiatives		37			—			2			—			—			—		—			39
Reversal of reserves no longer required		—			—			—			(14	)		—			—		—			(14	)
2012 payments for 2007 and prior initiatives		—			—			—			(2	)		(1	)		—		—			(3	)
2012 payments for 2009 initiatives		—			—			(1	)		—			(5	)		—		—			(6	)
2012 payments for 2010 initiatives		—			(1	)		—			(1	)		—			—		(1	)		(3	)
2012 payments for 2011 initiatives		—			—			(12	)		(12	)		—			—		—			(24	)
2012 payments for 2012 initiatives		(7	)		—			(2	)		—			—			—		—			(9	)
Foreign currency effect on liability balance		—			—			—			1			1			—		(1	)		1
Accrued liabilities as of September 30, 2012	$	30		$	—		$	3		$	49		$	2		$	6	$	—		$	90
Current portion of restructuring reserves	$	18		$	—		$	2		$	28		$	2		$	6	$	—		$	56
Long-term portion of restructuring reserve		12			—			1			21			—			—		—			34
Estimated additional future charges for current restructuring projects
Estimated additional charges within one year		1			—			—			15			—			—		—			16
Estimated additional charges beyond one year		—			—			—			4			—			—		—			4

2012 RESTRUCTURING ACTIVITIES

During the three months ended March 31, 2012, our Polyurethanes segment recorded charges of $5 million primarily related to cost reduction programs.

During the three months ended March 31, 2012, our Advanced Materials segment recorded charges of $1 million primarily related to the reorganization of our global business structure and the relocation of our divisional headquarters from Basel, Switzerland to The Woodlands, Texas.

On September 27, 2011, we announced plans to implement a significant restructuring of our Textile Effects segment, including the closure of our production facilities and business support offices in Basel, Switzerland, as part of an ongoing strategic program aimed at improving the Textile Effects segment's long-term global competitiveness. In connection with this plan, during the first quarter of 2012, we recorded a charge of $1 million primarily for workforce reductions. In addition, during the three months ended March 31, 2012, our Textile Effects segment recorded charges of $3 million primarily related to the closure of our St. Fons, France facility and a global transfer pricing initiative. Also during the three months ended March 31, 2012, we reversed $12 million of reserves that were no longer required for workforce reductions at our production facility in Langweid, Germany, the consolidation of manufacturing activities and processes at our site in Basel, Switzerland and closure of our production facilities in Basel, Switzerland.

During the three months ended March 31, 2012, our Pigments segment recorded charges of $1 million related to the closure of our Grimsby, U.K. plant.

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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 cash and noncash restructuring charges for the three and nine months ended September 30, 2012 and 2011 by initiative are provided below (dollars in millions):

	Three months ended September 30, 2012			Nine months ended September 30, 2012
Cash charges:
2012 charges for 2007 and prior initiatives	$	—		$	2
2012 charges for 2009 initiatives		1			5
2012 charges for 2010 initiatives		—			1
2012 charges for 2011 initiatives		5			9
2012 charges for 2012 initiatives		33			39
Reversal of reserves no longer required		(1	)		(14	)
Noncash charges		9			10
Total 2012 Restructuring, Impairment and Plant Closing Costs	$	47		$	52

	Three months ended September 30, 2011			Nine months ended September 30, 2011
Cash charges:
2011 charges for 2007 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	)
Noncash charges		53			53
Total 2011 Restructuring, Impairment and Plant Closing Costs	$	155		$	171

2012 RESTRUCTURING ACTIVITIES

During the nine months ended September 30, 2012, our Polyurethanes segment implemented a restructuring program to reduce annualized fixed costs by approximately $75 million by the third quarter of 2013. In connection with this program, we recorded restructuring expenses of $37 million during the nine months ended September 30, 2012 primarily for workforce reductions. We expect to incur additional charges of approximately $1 million relating to this program through September 2013.

During the nine months ended September 30, 2012, our Advanced Materials segment recorded charges of $6 million primarily related to the reorganization of our global business structure, the relocation of our divisional headquarters from Basel, Switzerland to The Woodlands, Texas and a redesign of our planning process focused on inventory reduction. In connection with the restructuring in Switzerland, we recorded a $3 million noncash charge related to a pension settlement loss.

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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)

On September 27, 2011, we announced plans to implement a significant restructuring of our Textile Effects segment, including the closure of our production facilities and business support offices in Basel, Switzerland, as part of an ongoing strategic program aimed at improving the Textile Effects segment's long-term global competitiveness. In connection with this plan, during the nine months ended September 30, 2012, we recorded charges of $5 million and a $2 million noncash charge for asset impairments and a $5 million noncash charge for a pension settlement loss. We expect to incur additional restructuring and plant closing charges, excluding site exit costs, of approximately $19 million through December 31, 2014. In addition, during the nine months ended September 30, 2012, our Textile Effects segment recorded charges of $3 million primarily related to the closure of our St. Fons, France facility and a global transfer pricing initiative. Also during the nine months ended September 30, 2012, we reversed $14 million of reserves that were no longer required for workforce reductions at our production facility in Langweid, Germany, the consolidation of manufacturing activities and processes at our site in Basel, Switzerland and closure of our production facilities in Basel, Switzerland.

During the nine months ended September 30, 2012, our Pigments segment recorded charges of $4 million related to the closure of our Grimsby, U.K. plant.

7. DEBT

Outstanding debt consisted of the following (dollars in millions):

Huntsman Corporation

	September 30, 2012		December 31, 2011
	March 31, 2013		December 31, 2012
Senior Credit Facilities:
Term loans	$	1,~~613~~598	$	1,~~696~~565
Amounts outstanding under A/R programs		~~237~~236		~~237~~241
Senior notes		~~490~~646		~~472~~568
Senior subordinated notes		892		~~976~~892
HPS (China) debt		~~109~~90		~~167~~94
Variable interest entities		~~266~~262		~~281~~270
Other		7363		~~113~~72
Total debt—excluding debt to affiliates	$	3,~~680~~787	$	3,~~942~~702
Total current portion of debt	$	~~130~~298	$	~~212~~288
Long-term portion		3,~~550~~489		3,~~730~~414
Total debt—excluding debt to affiliates	$	3,~~680~~787	$	3,~~942~~702
Total debt—excluding debt to affiliates	$	3,~~680~~787	$	3,~~942~~702
Notes payable to affiliates-noncurrent		34		4
Total debt	$	3,~~683~~791	$	3,~~946~~706

2726

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HUNTSMAN CORPORATION AND SUBSIDIARIES

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

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

7. DEBT (Continued)

Huntsman International

	September 30, 2012		December 31, 2011
	March 31, 2013		December 31, 2012
Senior Credit Facilities:
Term loans	$	1,~~613~~598	$	1,~~696~~565
Amounts outstanding under A/R programs		~~237~~236		~~237~~241
Senior notes		~~490~~646		~~472~~568
Senior subordinated notes		892		~~976~~892
HPS (China) debt		~~109~~90		~~167~~94
Variable interest entities		~~266~~262		~~281~~270
Other		7363		~~113~~72
Total debt—excluding debt to affiliates	$	3,~~680~~787	$	3,~~942~~702
Total current portion of debt	$	~~130~~298	$	~~212~~288
Long-term portion		3,~~550~~489		3,~~730~~414
Total debt—excluding debt to affiliates	$	3,~~680~~787	$	3,~~942~~702
Total debt—excluding debt to affiliates	$	3,~~680~~787	$	3,~~942~~702
Notes payable to affiliates-current		100		100
Notes payable to affiliates-noncurrent		~~610~~744		~~439~~599
Total debt	$	4,~~390~~631	$	4,~~481~~401

DIRECT AND SUBSIDIARY DEBT

Huntsman Corporation's direct debt and guarantee obligations consist of a guarantee of certain indebtedness incurred from time to time to finance certain insurance premiums. Substantially all of our other debt, including the facilities described below, has been incurred by our subsidiaries (primarily Huntsman International);. Huntsman Corporation is not a guarantor of such subsidiary debt.

Certain of ~~Senior~~our ~~Credit~~subsidiaries ~~Facilities~~ are designated as nonguarantor subsidiaries and have third-party debt agreements. These debt agreements contain certain restrictions with regard to dividends, distributions, loans or advances. In certain circumstances, the consent of a third party would be required prior to the transfer of any cash or assets from these subsidiaries to us.

As ofAmendment ~~September 30,~~to ~~2012, our senior credit facilities ("Senior~~ Credit Facilities") consisted of our revolving credit facility ("Revolving Facility"), our term loan B facility ("Term Loan B"), our extended term loan B facility ("Extended Term Loan B"), our extended term loan B facility—Series 2 Agreement

28 On March 11, 2013, Huntsman International entered into an eighth amendment to its Senior Credit Facilities. The amendment provided for an additional term loan of $225 million, the net proceeds of which were used to repay in full the remaining $193 million principal amount outstanding under our Term Loan B and for general corporate purposes. The additional term loan was recorded at its carrying value of $224 million as of March 31, 2013. The additional term loan has identical terms to our Extended Term Loan B.

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HUNTSMAN CORPORATION AND SUBSIDIARIES

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

7. DEBT (Continued)

~~("Extended~~ In ~~Term~~connection ~~Loan~~with ~~B—Series 2")~~this ~~and~~debt ~~our~~repayment, ~~term~~we ~~loan~~recognized Ca ~~facility~~loss ~~("Term~~on ~~Loan~~early ~~C")~~extinguishment asof ~~follows~~debt ~~(dollars~~of inapproximately ~~millions):~~$1 million.

Facility	Committed Amount		Principal Outstanding			Carrying Value			Interest Rate(2)
Revolving Facility	$	400	$	—	(1)	$	—	(1)	USD LIBOR plus 2.50%	2017	(3)
Term Loan B		NA		243			243		USD LIBOR plus 1.50%	2014
Extended Term Loan B		NA		637			637		USD LIBOR plus 2.50%	2017	(3)
Extended Term Loan B—Series 2		NA		342			342		USD LIBOR plus 2.75%	2017	(3)
Term Loan C		NA		419			391		USD LIBOR plus 2.25%	2016

Senior Credit Facilities

(1)We had no borrowings outstanding under our Revolving Facility; we had approximately $19 million (U.S. dollar equivalents) of letters of credit and bank guarantees issued and outstanding under our Revolving Facility. (2)The applicable interest rate of the Senior Credit Facilities is subject to certain secured leverage ratio thresholds. As of ~~September~~March 3031, ~~2012~~2013, ~~the weighted average interest rate on~~ our ~~outstanding balances under the~~ Senior Credit Facilities ~~was~~consisted ~~approximately 3%. (3)The maturity~~ of ~~the Revolving Facility commitments will accelerate if we do not repay, refinance or have a minimum level of liquidity available to enable us to repay~~ our ~~5.50%~~revolving ~~senior~~credit ~~notes~~facility ~~due~~("Revolving ~~2016~~Facility"), Extended Term Loan B ~~due April 19~~, ~~2014~~our ~~and~~extended ~~Term~~term ~~Loan~~loan CB ~~due June~~facility—series ~~30,~~2 ~~2016. The maturity of~~ ("Extended Term Loan B ~~and Extended Term Loan B~~—Series 2") ~~will~~and ~~accelerate if we do not repay, refinance or have a minimum level of liquidity available to enable us to refinance or repay~~ our ~~5.50%~~term ~~senior~~loan ~~notes~~C ~~due~~facility ~~2016~~("Term ~~that remain~~Loan ~~outstanding~~C") ~~during~~as ~~the~~follows ~~three~~(dollars ~~months prior to the maturity date of such notes.~~ in millions):

Our obligations under the Senior Credit Facilities are guaranteed by our guarantor subsidiaries ("Guarantors"), which consist of substantially all of our domestic subsidiaries and certain of our foreign subsidiaries, and are secured by a first priority lien on substantially all of our domestic property, plant and equipment, the stock of all of our material domestic subsidiaries and certain foreign subsidiaries and pledges of intercompany notes between certain of our subsidiaries.

Facility	Committed Amount	Principal Outstanding			Carrying Value			Interest Rate(2)

Revolving Facility	$400	$	—	(1)	$	—	(1)	USD LIBOR plus 2.50%	2017	(3)
Extended Term Loan B	NA		863			861		USD LIBOR plus 2.50%	2017
Extended Term Loan B—Series 2	NA		342			342		USD LIBOR plus 2.75%	2017
Term Loan C	NA		419			395		USD LIBOR plus 2.25%	2016

~~During~~ (1)We had no borrowings outstanding under our Revolving Facility; we had approximately $18 million (U.S. dollar equivalents) of letters of credit and bank guarantees issued and outstanding under our Revolving Facility. (2)The applicable interest rate of the ~~nine~~Senior ~~months~~Credit ~~ended~~Facilities ~~September~~is subject to certain secured leverage ratio thresholds. As of March 3031, ~~2012~~2013, ~~we made~~ the weighted ~~following~~average ~~payments~~interest rate on our outstanding balances under the Senior Credit Facilities: was approximately 3%. (3)The maturity of the Revolving Facility commitments will accelerate if we do not repay, refinance or have a minimum level of liquidity available to enable us to repay our Term Loan C due June 30, 2016.

29 Our obligations under the Senior Credit Facilities are guaranteed by substantially all of our domestic subsidiaries and certain of our foreign subsidiaries (collectively, the "Guarantors"), and are secured by a first priority lien on substantially all of our domestic property, plant and equipment, the stock of all of our material domestic subsidiaries and certain foreign subsidiaries, and pledges of intercompany notes between certain of our subsidiaries.

Amendments to A/R Programs

On April 29, 2013, Huntsman International entered into an amendment to the EU A/R Program. This amendment, among other things, extends the scheduled commitment termination date of the EU A/R Program by two years to April 2016 and reduces the applicable margin on borrowings to 1.35%.

On April 29, 2013, Huntsman International entered into an amendment to the U.S. A/R Program. This amendment, among other things, extends the scheduled commitment termination date of the U.S. A/R Program by two years to April 2016, provides for additional availability under the U.S. A/R program and reduces the applicable margin on borrowings to 1.10%.

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HUNTSMAN CORPORATION AND SUBSIDIARIES

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

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

7. DEBT (Continued)

~~In connection~~ ~~with these debt repayments, we recognized a loss on early extinguishment of debt of approximately $1 million during the nine months ended September 30, 2012.~~ Notes

On ~~Amendment~~March 4, 2013, pursuant to ~~Credit~~an ~~Agreement~~ indenture entered into on November 19, 2012, Huntsman International issued $250 million aggregate principal amount of additional 2020 Senior Notes. The notes are recorded at carrying value of $246 million as of March 31, 2013. Huntsman International applied the net proceeds to redeem the remaining $200 million in aggregate principal amount of its 2016 Senior Notes, to pay associated accrued interest and for general corporate purposes.

OnThe 2020 ~~March~~Senior Notes bear interest at the rate of 4.875% per year payable semi-annually on May 615 and November 15 of each year, ~~2012~~beginning on May 15, 2013 and are due on November 15, 2020. Huntsman International ~~entered~~may ~~into~~redeem athe ~~seventh~~2020 ~~amendment~~Senior toNotes ~~its~~in ~~Senior~~whole ~~Credit~~or ~~Facilities.~~in ~~Among~~part ~~other~~at ~~things~~any time prior to August 17, 2020 at a price equal to 100% of the principal ~~amendment:~~amount thereof plus a "make-whole" premium and accrued and unpaid interest.

30 The 2020 Senior Notes are general unsecured senior obligations of Huntsman International and are guaranteed on a general unsecured senior basis by the Guarantors. The indenture with respect to the 2020 Senior Notes imposes certain limitations on the ability of Huntsman International and its subsidiaries to, among other things, incur additional indebtedness secured by any principal properties, incur indebtedness of nonguarantor subsidiaries, enter into sale and leaseback transactions with respect to any principal properties and consolidate or merge with or into any other person or lease, sell or transfer all or substantially all of its properties and assets. Upon the occurrence of certain change of control events, holders of the 2020 Senior Notes will have the right to require that Huntsman International purchase all or a portion of such holder's 2020 Senior Notes in cash at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest to the date of repurchase.

As of March 31, 2013, we had outstanding the following notes (monetary amounts in millions):

Notes	Maturity			Amount Outstanding

2020 Senior Notes	November 2020	4.875	%	$650 ($646 carrying value)
Senior Subordinated Notes	March 2020	8.625	%	$350
Senior Subordinated Notes	March 2021	8.625	%	$530 ($542 carrying value)

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HUNTSMAN CORPORATION AND SUBSIDIARIES

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

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

7. DEBT (Continued)

Redemption of Notes and Loss on Early Extinguishment of Debt

During the ~~nine~~three months ended ~~September~~March 3031, ~~2012~~2013 and ~~2011~~2012, we redeemed or repurchased the following notes (monetary amounts in millions):

Date of Redemption	Notes	Principal Amount of Notes Redeemed	Amount Paid (Excluding Accrued Interest)	Loss on Early Extinguishment of Debt
March 4, 2013	5.50% Senior Notes due 2016	$200	$200	$	34
March 26, 2012	7.50% Senior Subordinated Notes due 2015	€64 (approximately $86)	€65 (approximately $87)	$	1
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	7.50% Senior Subordinated Notes due 2013	€12 (approximately $17)	€12 (approximately $17)	$	—
July 25, 2011	7.375% Senior Subordinated Notes due 2013	$75	$77	$	2
January 18, 2011	7.375% Senior Subordinated Notes due 2015	$100	$102	$	3

~~Other~~Variable Interest Entity Debt

~~During~~As ~~the~~of ~~nine months ended September~~March 3031, ~~2012~~2013, ~~HPS~~Arabian ~~repaid~~Amines Company had $2179 million ~~and~~outstanding ~~RMB~~under ~~120 million~~its ~~(approximately~~loan commitments and debt financing ~~$19 million)~~arrangements. onArabian ~~term~~Amines ~~loans~~Company, ~~and~~our ~~working~~consolidated ~~capital~~50%-owned ~~loans~~joint venture, is currently not in compliance with payment and other obligations under ~~its~~these ~~secured~~loan ~~facilities~~commitments. AsWe do not guarantee these loan commitments and Arabian Amines Company is not a guarantor of ~~September 30,~~any ~~2012,~~of ~~HPS~~our ~~had~~other ~~$10 million~~debt obligations, and ~~RMB~~the ~~354 million~~non-compliance ~~(approximately $56 million)~~with ~~outstanding~~these ~~under~~financial ~~its~~covenants ~~secured~~does ~~facilities~~not affect any of our other debt obligations. InWe ~~connection~~are currently in discussions with the lenders under these ~~payments~~loan commitments and expect to resolve the noncompliance. As of March 31, 2013, the ~~lenders~~amounts ~~agreed~~outstanding under tothese ~~release~~loan ~~our~~commitments ~~Company~~were classified as acurrent ~~guarantor~~on our condensed consolidated balance sheets (unaudited).

During the nine months ended September 30, 2012, HPS repaid RMB 229 million (approximately $36 million) under its loan facility for working capital loans and discounting of commercial drafts. As of September 30, 2012, HPS had RMB 270 million (approximately $43 million) outstanding, which is classified as current portion of debt on the accompanying condensed consolidated balance sheets (unaudited).

On March 30, 2012, we repaid the remaining A$26 million (approximately $27 million) outstanding under our Australian subsidiary's credit facility (the "Australian Credit Facility"), which represents

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

7. DEBT (Continued)

repayment of A$14 million (approximately $15 million) under the revolving facility and A$12 million (approximately $12 million) under the term loan facility.

Note Payable from Huntsman International to Huntsman Corporation

As of ~~September~~March 3031, ~~2012~~2013, ~~there~~we ~~was~~have a loan of $~~707~~840 million ~~outstanding~~to ~~under~~our ~~the~~subsidiary, ~~Intercompany~~Huntsman ~~Note~~International ~~owed~~(the us"Intercompany ~~by Huntsman International~~Note"). The Intercompany Note is unsecured and $100 million of the outstanding amount is classified as current as of ~~both September~~March ~~30, 2012 and December~~ 31, ~~2011~~2013 on ~~the~~ our condensed consolidated balance sheets (unaudited). As of ~~September~~March 3031, ~~2012~~2013, under the terms of the Intercompany Note, Huntsman International promises to pay us interest on the unpaid principal amount at a rate per annum based on the previous monthly average borrowing rate obtained under our U.S. ~~accounts receivable securitization program ("U.S.~~ A/R Program"), less ~~ten~~10 basis points (provided that the rate shall not exceed an amount that is 25 basis points less than the monthly average borrowing rate obtained for the U.S. LIBOR-based borrowings under our Revolving Facility).

COMPLIANCE WITH COVENANTS

We believe that we are in compliance with the covenants contained in the agreements governing our material debt instruments, including our Senior Credit Facilities, our ~~U.S.~~ A/R ~~Program~~Programs and our ~~European~~notes. ~~accounts~~However, ~~receivable~~Arabian ~~securitization~~Amines ~~program~~Company, ~~(the~~our ~~"EU~~consolidated ~~A/R~~50%-owned ~~Program"~~joint ~~and~~venture, ~~collectively~~is currently not in compliance with ~~the~~payment ~~U.S.~~and ~~A/R~~other obligations ~~Program~~under ~~the~~its ~~"A/R~~loan ~~Programs~~commitments. See ")—Variable ~~and our~~Interest ~~notes~~Entity Debt" above.

Our material financing arrangements contain certain covenants with which we must comply. A failure to comply with a covenant could result in a default under a financing arrangement unless we obtained an appropriate waiver or forbearance (as to which we can provide no assurance). A default under these material financing arrangements generally allows debt holders the option to declare the underlying debt obligations immediately due and payable. Furthermore, certain of our material financing arrangements contain cross default and cross acceleration provisions under which a failure to comply with the covenants in one financing arrangement may result in an event of default under another financing arrangement. 30

Our Senior Credit Facilities are subject to a single financial covenant (the "Leverage Covenant") which applies only to the Revolving Facility and is tested at the Huntsman International level. The Leverage Covenant is applicable only if borrowings, letters of credit or guarantees are outstanding under the Revolving Facility (cash collateralized letters of credit or guarantees are not deemed outstanding). The Leverage Covenant is a net senior secured leverage ratio covenant which requires that Huntsman International's ratio of senior secured debt to EBITDA (as defined in the applicable agreement) is not more than 3.75 to 1.

If in the future Huntsman International fails to comply with the Leverage Covenant, then we may not have access to liquidity under our Revolving Facility. If Huntsman International failed to comply with the Leverage Covenant at a time when we had uncollateralized loans or letters of credit outstanding under the Revolving Facility, Huntsman International would be in default under the Senior Credit Facilities, and, unless Huntsman International obtained a waiver or forbearance with respect to such default (as to which we can provide no assurance), Huntsman International could be required to

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HUNTSMAN CORPORATION AND SUBSIDIARIES

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

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

7. DEBT (Continued)

~~pay~~ Our ~~off~~material financing arrangements contain certain covenants with which we must comply. A failure to comply with a covenant could result in a default under a financing arrangement unless we obtained an appropriate waiver or forbearance (as to which we can provide no assurance). A default under these material financing arrangements generally allows debt holders the ~~balance~~option ofto declare the ~~Senior~~underlying ~~Credit~~debt ~~Facilities~~obligations inimmediately ~~full~~due and payable. Furthermore, certain of our material financing arrangements contain cross-default and wecross-acceleration provisions under which a failure to comply with the covenants in one financing arrangement may ~~not~~result ~~have~~in ~~further~~an ~~access~~event toof ~~such~~default ~~facilities~~under another financing arrangement.

The agreements governing our A/R Programs also contain certain receivable performance metrics. Any material failure to meet the applicable A/R Programs' metrics in the future could lead to an early termination event under the A/R Programs, which could require us to cease our use of such facilities, prohibiting us from additional borrowings against our receivables or, at the discretion of the lenders, requiring that we repay the A/R Programs in full. An early termination event under the A/R Programs would also constitute an event of default under our Senior Credit Facilities, which could require us to pay off the balance of the Senior Credit Facilities in full and could result in the loss of our Senior Credit Facilities.

8. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

We are exposed to market risks, such as changes in interest rates, foreign exchange rates and commodity pricing risks. From time to time, we enter into transactions, including transactions involving derivative instruments, to manage certain of these exposures.

All derivatives, whether designated in hedging relationships or not, are recorded on our balance sheet at fair value. If the derivative is designated as a fair value hedge, the changes in the fair value of the derivative and the hedged items are recognized in earnings. If the derivative is designated as a cash flow hedge, changes in the fair value of the derivative are recorded in accumulated other comprehensive loss, to the extent effective, and will be recognized in the income statement when the hedged item affects earnings. To the extent applicable, we perform effectiveness assessments in order to use hedge accounting at each reporting period. For a derivative that does not qualify as a hedge, changes in fair value are recognized in earnings.

We also hedge our net investment in certain European operations. Changes in the fair value of the hedge in the net investment of certain European operations are recorded in accumulated other comprehensive loss. 31

Our cash flows and earnings are subject to fluctuations due to exchange rate variation. Our revenues and expenses are denominated in various foreign currencies. From time to time, we may enter into foreign currency derivative instruments to minimize the short-term impact of movements in foreign currency rates. Where practicable, we generally net multi-currency cash balances among our subsidiaries to help reduce exposure to foreign currency exchange rates. Certain other exposures may be managed from time to time through financial market transactions, principally through the purchase of spot or forward foreign exchange contracts (generally with maturities of one year or less). We do not hedge our foreign currency exposures in a manner that would eliminate the effect of changes in exchange rates on our cash flows and earnings. As of September 30, 2012, we had approximately $199 million in notional amount (in U.S. dollar equivalents) outstanding in forward foreign currency contracts.

On December 9, 2009, we entered into a five-year interest rate contract to hedge the variability caused by monthly changes in cash flow due to associated changes in LIBOR under our Senior Credit Facilities. The notional value of the contract is $50 million, and it has been designated as a cash flow hedge. The effective portion of the changes in the fair value of the swap was recorded in other

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HUNTSMAN CORPORATION AND SUBSIDIARIES

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

8. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Continued)

comprehensive ~~income (~~loss)., Weto ~~will~~the ~~pay~~extent aeffective, ~~fixed~~and ~~2.6%~~will onbe recognized in the ~~hedge~~income ~~and~~statement ~~receive~~when the ~~one-month~~hedged ~~LIBOR~~item ~~rate~~affects earnings. AsTo ofthe ~~September 30,~~extent ~~2012~~applicable, ~~the~~we ~~fair~~perform ~~value~~effectiveness ofassessments ~~the~~in order to use hedge ~~was~~accounting ~~$3 million and~~at ~~was~~each ~~recorded~~reporting inperiod. ~~other~~For ~~noncurrent~~a ~~liabilities~~derivative onthat ~~the~~does ~~condensed~~not ~~consolidated~~qualify ~~balance~~as ~~sheets~~a ~~(unaudited)~~hedge, changes in fair value are recognized in earnings.

OnWe ~~January 19,~~also ~~2010, we entered into an additional five-year interest rate contract to~~ hedge ~~the~~our ~~variability~~net ~~caused~~investment ~~by monthly changes~~ in ~~cash~~certain ~~flow~~European ~~due~~operations. toChanges ~~associated changes~~ in ~~LIBOR under our Senior Credit Facilities. The notional value of~~ the ~~contract is $50 million, and it has been designated as a cash flow hedge. The effective portion of the changes in the~~ fair value of the ~~swap~~hedge ~~was recorded~~ in ~~other comprehensive income (loss). We will pay a fixed 2.8% on~~ the ~~hedge~~net ~~and~~investment ~~receive the one-month LIBOR rate. As~~ of ~~September 30,~~certain ~~2012, the~~European ~~fair~~operations ~~value~~are ~~of the hedge was $3 million and was~~ recorded in accumulated other ~~noncurrent~~comprehensive ~~liabilities on the condensed consolidated balance sheets (unaudited)~~loss.

OnOur ~~September 1,~~cash ~~2011,~~flows weand ~~entered~~earnings ~~into~~are asubject ~~$50 million~~to ~~forward~~fluctuations ~~interest~~due ~~rate~~to ~~contract~~exchange ~~that~~rate ~~will~~variation. ~~begin~~Our inrevenues ~~December~~and ~~2014~~expenses ~~with~~are ~~maturity~~denominated in ~~April~~various ~~2017~~foreign ~~and~~currencies. aFrom ~~$50 million forward~~time ~~interest~~to ~~rate~~time, ~~contract~~we ~~that~~may enter ~~will~~into ~~begin~~foreign incurrency ~~January~~derivative ~~2015~~instruments ~~with~~to ~~maturity~~minimize inthe ~~April~~short-term ~~2017.~~impact ~~These~~of ~~two~~movements ~~forward~~in ~~contracts~~foreign ~~are~~currency torates. ~~hedge~~Where ~~the~~practicable, ~~variability~~we ~~caused~~generally bynet ~~monthly~~multicurrency ~~changes in~~ cash ~~flow~~balances among ~~due~~our subsidiaries to ~~associated~~ ~~changes~~help inreduce ~~LIBOR~~exposure ~~under~~to ~~our~~foreign ~~Senior~~currency ~~Credit~~exchange ~~Facilities~~rates. ~~once~~Certain ~~our~~other ~~existing~~exposures ~~interest~~may ~~rate~~be ~~hedges~~managed ~~mature.~~from ~~These~~time ~~swaps~~to ~~are~~time ~~designated~~through asfinancial ~~cash~~market ~~flow~~transactions, ~~hedges~~principally ~~and~~ through the ~~effective~~purchase ~~portion~~ of ~~the~~spot ~~changes~~or ~~in the~~forward ~~fair~~foreign ~~value~~exchange ofcontracts ~~the~~(generally ~~swaps~~with ~~were~~maturities ~~recorded~~of inone ~~other~~year ~~comprehensive~~or ~~income (loss~~less). ~~Both~~We ~~interest~~do ~~rate~~not ~~contracts~~hedge ~~will~~our ~~pay~~foreign acurrency ~~fixed~~exposures ~~2.5%~~in ona ~~the~~manner ~~hedge~~that ~~and~~would ~~receive~~eliminate the ~~one-month~~effect of ~~LIBOR~~changes ~~rate~~in ~~once the~~exchange ~~contracts~~rates ~~begin~~on inour ~~2014~~cash flows and ~~2015, respectively~~earnings. As of ~~September~~March 3031, ~~2012~~2013, ~~the~~we ~~combined~~had ~~fair~~approximately ~~value of these two hedges was~~ $4229 million ~~and~~in ~~was~~notional ~~recorded~~amount (in ~~other~~U.S. ~~noncurrent~~dollar ~~liabilities on~~equivalents) ~~the~~outstanding ~~condensed~~in forward ~~consolidated~~foreign ~~balance~~currency ~~sheets (unaudited)~~contracts.

InOn December 9, 2009, ~~Sasol-Huntsman~~we entered into ~~derivative~~a ~~transactions~~five-year interest rate contract to hedge the ~~variable~~variability ~~interest~~caused ~~rate~~by ~~associated~~monthly ~~with~~changes ~~its~~in ~~local~~cash ~~credit~~flow ~~facility.~~due ~~These~~to ~~hedges~~associated ~~include~~changes ~~a floating to fixed~~in ~~interest~~LIBOR ~~rate~~under ~~contract~~our ~~providing~~Senior ~~Sasol-Huntsman~~Credit ~~with~~Facilities. ~~EURIBOR~~The ~~interest~~notional ~~payments~~value ~~for~~of athe ~~fixed~~contract ~~payment~~is of$50 million, ~~3.62%~~ and ait ~~cap~~has ~~for~~been ~~future~~designated ~~periods~~as ~~with~~ a ~~strike~~cash ~~price~~flow ~~of 3~~hedge.~~62%.~~ InThe ~~connection~~effective ~~with~~portion ~~the consolidation~~ of ~~Sasol-Huntsman~~the aschanges ofin ~~April 1, 2011,~~ the ~~interest~~fair value ~~rate~~of ~~contract~~the isswap ~~now~~was ~~included~~recorded in ~~our~~other ~~consolidated~~comprehensive ~~results~~loss. ~~See~~We ~~"Note 5.~~will ~~Variable~~pay ~~Interest~~a ~~Entities~~fixed 2."6% ~~The~~on ~~notional amount of~~ the hedge ~~as of September 30, 2012 was €47 million (approximately $61 million)~~ and receive the ~~derivative~~one-month ~~transactions~~LIBOR ~~do not qualify for hedge accounting~~rate. As of ~~September~~ March 3031, ~~2012~~2013, the fair value of ~~this~~ the hedge was ~~€2 million~~ ~~(approximately~~ $32 million) and ~~the hedge~~ was recorded in other noncurrent liabilities on ~~the~~our condensed consolidated balance sheets (unaudited). ~~For the three months and nine months ended September 30, 2012, we recorded interest expense of less than €1 million (less than $1 million) due to changes in the fair value of the swap.~~

~~Beginning~~On inJanuary 19, ~~2009~~2010, ~~Arabian~~we ~~Amines Company~~ entered into aan 12additional five-year ~~floating to fixed~~ interest rate contract ~~providing~~to ~~for~~hedge athe ~~receipt~~variability ofcaused ~~LIBOR~~by ~~interest~~monthly ~~payments~~changes ~~for~~in acash ~~fixed payment~~flow ofdue ~~5.02%.~~to Inassociated changes ~~connection~~in ~~with~~LIBOR ~~the~~under ~~consolidation~~our ofSenior ~~Arabian~~Credit ~~Amines~~Facilities. ~~Company~~The asnotional value of ~~July~~the contract is $50 1million, ~~2010,~~and ~~the~~it ~~interest~~has ~~rate~~been ~~contract~~designated isas ~~now~~a ~~included~~cash inflow ~~our~~hedge. ~~consolidated~~The ~~results.~~effective ~~See~~portion ~~"Note 5. Variable~~of ~~Interest~~the ~~Entities."~~changes ~~The~~in the ~~notional~~fair ~~amount~~value of the swap was recorded as ofother ~~September 30,~~comprehensive ~~2012~~loss. ~~was~~We ~~$36 million,~~will ~~and~~pay ~~the~~a ~~interest~~fixed ~~rate~~2.8% ~~contract~~on isthe ~~not~~hedge ~~designated~~and asreceive athe ~~cash~~one-month ~~flow~~LIBOR ~~hedge~~rate. As of ~~September~~ March 3031, ~~2012~~2013, the fair value of the ~~swap~~hedge was $62 million and was recorded asin other noncurrent liabilities on ~~the~~our condensed consolidated balance sheets (unaudited). ~~For both the three and nine months ended September 30, 2012, we recorded interest expense of less than $1 million due to changes in the fair value of the swap.~~

34 On September 1, 2011, we entered into a $50 million forward interest rate contract that will begin in December 2014 with maturity in April 2017 and a $50 million forward interest rate contract that will begin in January 2015 with maturity in April 2017. These two forward contracts are to hedge the variability caused by monthly changes in cash flow due to associated changes in LIBOR under our Senior Credit Facilities once our existing interest rate hedges mature. These swaps are designated as cash flow hedges and the effective portion of the changes in the fair value of the swaps were recorded in other comprehensive income. Both interest rate contracts will pay a fixed 2.5% on the hedge and receive the one-month LIBOR rate once the contracts begin in 2014 and 2015, respectively. As of

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HUNTSMAN CORPORATION AND SUBSIDIARIES

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

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

8. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Continued)

~~In conjunction with the issuance of the 8.625% senior subordinated notes due 2020, we entered into cross-currency interest rate contracts with three counterparties. On~~ March 1731, ~~2010~~2013, we paid $350 million to these counterparties and received €255 million from these counterparties and at maturity on March 15, 2015 we are required to pay €255 million and will receive $350 million. On March 15 and September 15 of each year, we will receive U.S. dollar interest payments of approximately $15 million (equivalent to an annual rate of 8.625%) and make interest payments of approximately €11 million (equivalent to an annual rate of approximately 8.41%). These swaps are designated as a hedge of net investment for financial reporting purposes. As of September 30, 2012, the combined fair value of these ~~swaps~~two hedges was $294 million and was recorded in other noncurrent ~~assets~~ inliabilities on our condensed consolidated balance sheets (unaudited).

AsIn 2009, Sasol-Huntsman entered into derivative transactions to hedge the variable interest rate associated with its local credit facility. These derivative rate hedges include a floating to fixed interest rate contract providing Sasol-Huntsman with EURIBOR interest payments for a fixed payment of 3.62% and a cap for future periods with a strike price of 3.62%. In connection with the ~~three~~consolidation ~~and~~of ~~nine~~Sasol-Huntsman ~~months~~as ~~ended~~of ~~September~~April 301, ~~2012~~2011, the ~~changes~~interest rate contract is now included in our consolidated results. See "Note 5. Variable Interest Entities." The notional amount of the hedge as of March 31, 2013 was €42 million (approximately $54 million) and the derivative transactions do not qualify for hedge accounting. As of March 31, 2013, the fair value of ~~the~~this ~~realized~~hedge ~~gains~~was €2 million (~~losses~~approximately $3 million) and was recorded in ~~the~~other ~~condensed~~noncurrent ~~consolidated~~liabilities ~~statements~~on ofour condensed ~~operations~~consolidated balance sheets (unaudited). ofFor ~~our~~the ~~other~~three ~~outstanding~~months ~~foreign~~ended ~~currency~~March 31, ~~rate~~2013, ~~hedging~~we ~~contracts~~recorded ~~and~~additional ~~derivatives~~interest ~~were~~expense ~~not~~of ~~considered~~nil ~~significant~~due to changes in the fair value of the swap.

ABeginning ~~significant~~in ~~portion~~2009, ofArabian ~~our~~Amines ~~intercompany~~Company ~~debt~~entered isinto ~~denominated~~a in12-year ~~euros.~~floating Weto ~~also~~fixed ~~finance~~interest ~~certain~~rate contract providing for a receipt of ~~our~~LIBOR ~~non-U~~interest payments for a fixed payment of 5.S02%. ~~subsidiaries~~In connection with ~~intercompany~~the ~~loans~~consolidation ~~that~~of ~~are~~Arabian Amines Company as of July 1, 2010, the interest rate contract is now included in ~~many~~our ~~cases,~~consolidated results. See "Note 5. ~~denominated~~Variable inInterest ~~currencies~~Entities." ~~other~~The ~~than~~notional amount of the ~~entities'~~swap ~~functional~~as ~~currency.~~of WeMarch 31, ~~manage~~2013 was $34 million, and the ~~net~~interest ~~foreign~~rate ~~currency~~contract ~~exposure~~is ~~created~~not bydesignated ~~this~~as ~~debt~~a ~~through~~cash ~~various~~flow ~~means,~~hedge. ~~including~~As ~~cross-currency~~of March 31, ~~swaps~~2013, the ~~designation~~ fair value of ~~certain~~the ~~intercompany~~swap ~~loans~~was $5 million and was recorded as ~~permanent~~other ~~loans~~noncurrent ~~because~~liabilities ~~they~~on ~~are~~our ~~not~~condensed ~~expected~~consolidated tobalance besheets ~~repaid~~(unaudited). inFor the ~~foreseeable~~three ~~future~~months ended ~~("permanent~~March 31, ~~loans")~~2013, ~~and~~we recorded additional interest expense of $1 million due to changes in fair value of the ~~designation~~swap. As of ~~certain~~March 31, ~~debt~~2013, Arabian Amines Company was not in compliance with payment and ~~swaps~~other asobligations contained in its loan commitments. For more ~~net~~information, ~~investment~~see ~~hedges~~"Note 7. Debt—Direct and Subsidiary Debt—Variable Interest Entity Debt."

~~Foreign~~In conjunction with the issuance of our 8.625% senior subordinated notes due 2020, we entered into cross-currency ~~transaction~~interest ~~gains~~rate contracts with three counterparties. On March 17, 2010, we made payments of $350 million to these counterparties and ~~losses~~received €255 million from these counterparties, and on ~~intercompany~~maturity ~~loans~~(March 15, ~~that~~2015) we are required ~~not~~to ~~designated~~pay as€255 million ~~permanent~~to ~~loans~~these ~~are~~counterparties ~~recorded~~and inwill ~~earnings~~receive $350 million from these counterparties. ~~Foreign~~On ~~currency~~March 15 ~~transaction~~and ~~gains~~September 15 of each year, we will receive U.S. dollar interest payments of approximately $15 million (equivalent to an annual rate of 8.625%) and ~~losses~~make oninterest payments of approximately €11 million ~~intercompany~~(equivalent ~~loans~~to ~~that~~an ~~are~~annual rate of approximately 8.41%). This swap is designated as ~~permanent~~a ~~loans~~hedge ~~are~~of ~~recorded~~net ininvestment ~~other~~for ~~comprehensive~~financial ~~income~~reporting ~~(loss)~~purposes. ~~From~~As ~~time~~of toMarch 31, ~~time~~2013, wethe ~~review~~fair ~~such~~value ~~designation~~ of ~~intercompany~~this ~~loans~~swap was $29 million and was recorded in other noncurrent assets on our condensed consolidated balance sheets (unaudited).

~~From~~We ~~time~~finance tocertain ~~time,~~of ~~we review~~ our non-U.S. ~~dollar~~subsidiaries ~~denominated~~with ~~debt~~intercompany ~~and~~loans ~~swaps~~that toare, ~~determine~~in ~~the~~many ~~appropriate amounts designated as hedges. As of September 30~~cases, ~~2012,~~denominated ~~we have~~in ~~designated~~currencies ~~€255 million~~other ~~(approximately~~than ~~$327 million)~~the ofentities' ~~euro-denominated~~functional ~~debt and cross-~~currency. ~~interest~~We manage ~~rate~~the ~~swaps~~net asforeign acurrency ~~hedge~~exposure ofcreated ~~our~~by ~~net~~this ~~investments. For~~debt ~~the~~through ~~three~~various ~~and~~means, ~~nine~~including ~~months~~cross-currency ~~ended September 30~~swaps, ~~2012,~~ the ~~amount~~designation of ~~loss~~certain ~~recognized~~intercompany onloans ~~the~~as ~~hedge~~permanent ofloans ~~our~~because ~~net~~they ~~investments was $6 million and approximately $1 million,~~are ~~respectively,~~not ~~and~~expected ~~was~~to ~~recorded~~be repaid in ~~other~~the ~~comprehensive~~foreseeable ~~income~~future ~~(loss).~~and Asthe designation of ~~September 30,~~certain ~~2012,~~debt weand ~~had~~swaps ~~€1,211 million~~as ~~(approximately $1,558 million) in~~ net ~~euro assets~~investment hedges.

3533

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

8. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Continued)

Foreign currency transaction gains and losses on intercompany loans that are not designated as permanent loans are recorded in earnings. Foreign currency transaction gains and losses on intercompany loans that are designated as permanent loans are recorded in other comprehensive income. From time to time, we review such designation of intercompany loans.

We review our non-U.S. dollar denominated debt and derivative instruments to determine the appropriate amounts designated as hedges. As of March 31, 2013, we have designated approximately €255 million (approximately $325 million) of euro-denominated debt and cross-currency interest rate contracts as a hedge of our net investment. For the three months ended March 31, 2013, the amount of gain recognized on the hedge of our net investment was $10 and was recorded in other comprehensive (loss) income on our condensed consolidated statements of comprehensive (loss) income (unaudited). As of March 31, 2013, we had approximately €999 million (approximately $1,276 million) in net euro assets.

9. FAIR VALUE

The fair values of financial instruments were as follows (dollars in millions):

	September 30, 2012						December 31, 2011
	March 31, 2013						December 31, 2012
	Carrying Value			Estimated Fair Value			Carrying Value			Estimated Fair Value
Non-qualified employee benefit plan investments	$	1417		$	1417		$	1214		$	1214
Cross-currency interest rate contracts		29			29			2718			2718
Interest rate contracts		(1916	)		(1916	)		(1718	)		(1718	)
Long-term debt (including current portion)		(3,~~680~~787	)		(3,~~941~~928	)		(3,~~942~~702	)		(43,~~061~~869	)

The carrying amounts reported in our condensed consolidated balance sheets (unaudited) of cash and cash equivalents, accounts receivable and accounts payable approximate fair value because of the immediate or short-term maturity of these financial instruments. The fair value of non-qualified employee benefit plan investments is obtained through market observable pricing using prevailing market prices. The estimated fair values of our long-term debt are based on quoted market prices for the identical liability when traded as an asset in an active market (Level 1).

The fair value estimates presented herein are based on pertinent information available to management as of ~~September~~March 3031, ~~2012~~2013 and December 31, ~~2011~~2012. Although management is ~~not~~ not aware of any factors that would significantly affect the estimated fair value amounts, such amounts have not been comprehensively revalued for purposes of these financial statements ~~(unaudited)~~ since ~~September~~ March 3031, ~~2012,~~2013 and current estimates of fair value may differ significantly from the amounts presented herein.

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

9. FAIR VALUE (Continued)

The following assets and liabilities are measured at fair value on a recurring basis (dollars in millions):

				Fair Value Amounts Using
Description	~~September~~March 3031, ~~2012~~2013			Quoted prices in active markets for identical assets (Level 1)(3)		Significant other observable inputs (Level 2)(3)			Significant unobservable inputs (Level 3)
Assets:
Available-for-sale equity securities:
Available-for sale equity securities:
Equity mutual funds	$	1417		$	1417	$	—		$	—
Derivatives:
Cross-currency interest rate contracts(1)		29			—		29			—
Total assets	$	4346		$	1417	$	29		$	—
Liabilities:
Derivatives:
Interest rate contracts(2)	$	(1916	)	$	—	$	(1916	)	$	—

				Fair Value Amounts Using
Description	December 31, ~~2011~~2012			Quoted prices in active markets for identical assets (Level 1)(3)		Significant other observable inputs (Level 2)(3)			Significant unobservable inputs (Level 3)
Assets:
Available-for-sale equity securities:
Available-for sale equity securities:
Equity mutual funds	$	1214		$	1214	$	—		$	—
Derivatives:
Cross-currency interest rate contracts(1)		2718			—		—18			27—
Total assets	$	3932		$	1214	$	—18		$	27—
Liabilities:
Derivatives:
Interest rate contracts(2)	$	(1718	)	$	—	$	(1718	)	$	—

(1): The income approach is used to calculate the fair value of these instruments. Fair value represents the present value of estimated future cash flows, calculated using relevant interest rates, exchange rates, and yield curves at stated intervals. There were no material changes to the valuation methods or assumptions used to determine the fair value during the current period.
(2): The income approach is used to calculate the fair value of these instruments. Fair value represents the present value of estimated future cash flows, calculated using relevant interest rates and yield

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9. FAIR VALUE (Continued)

curves at stated intervals. There were no material changes to the valuation methods or assumptions used to determine the fair value during the current period. (3)There were no transfers between Levels 1 and 2 within the fair value hierarchy for the ~~nine~~three months ended ~~September~~March 3031, ~~2012~~2013 and ~~the year ended~~ December 31, ~~2011~~2012.

The following table shows a reconciliation of beginning and ending balances for the three months ended March 31, 2012 for instruments measured at fair value on a recurring basis using significant unobservable inputs (Level 3) (dollars in millions):. During the three months ended March 31, 2013, there were no instruments categorized as Level 3 within the fair value hierarchy.

	Three months ended September 30, 2012			Nine months ended September 30, 2012
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)	Cross-Currency Interest Rate Contracts
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)	Cross-Currency Interest Rate Contracts			Cross-Currency Interest Rate Contracts
Beginning balance, January 1, 2012	$	27
Beginning balance	$	—		$	27
Transfers into Level 3		—
Transfers into Level 3		—			—
Transfers out of Level 3(1)		(27	)
Transfer out of Level 3(1)		—			(27	)
Total gains (losses):
Total gains (losses):
Included in earnings		—
Included in earnings		—			—
Included in other comprehensive (loss) income		—
Included in other comprehensive income (loss)		—			—
Purchases, sales, issuances and settlements		—
Purchases, sales, issuances and settlements		—			—
Ending balance, March 31, 2012	$	—
Ending balance, September 30, 2012	$	—		$	—
The amount of total gains (losses) for the period included in earnings attributable to the change in unrealized gains (losses) relating to assets still held at March 31, 2012	$	—
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, 2012	$	—		$	—

38 (1)We are party to cross-currency interest rate contracts that are measured at fair value in the financial statements. These instruments have historically been categorized by us as Level 3 within the fair value hierarchy due to an unobservable input associated with the credit valuation adjustment, which we deemed to be a significant input to the overall measurement of fair value at inception. During the three months ended March 31, 2012, this credit valuation adjustment had ceased to be a significant input to the entire fair value measurement of these instruments. The remaining inputs which are significant to the fair value measurement of these instruments represent observable market inputs that are inputs other than quoted prices (Level 2 inputs). Our policy is to recognize transfers between levels within the fair value hierarchy as of the beginning of the reporting period. Due to the change in significance of the credit valuation adjustment to the entire fair value measurement of these instruments, effective January 1, 2012, we have categorized our cross-currency interest rate contracts as Level 2 within the fair value hierarchy.

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

9. FAIR VALUE (Continued)

	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
Transfers into or out of Level 3		—			—
Total (losses) gains:
Included in earnings		—			—
Included in other comprehensive income (loss)		24			—
Purchases, sales, issuances and settlements		—			—
Ending balance, September 30, 2011	$	19		$	19
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, 2011	$	—		$	—

value in periods subsequent to their initial recognition is applicable if one or more is determined to be impaired. During the three months ended March 31, 2013 and 2012, we had no impairments related to these assets.

~~(1)We are party to cross-currency interest rate contracts that are measured at fair value in our financial statements (unaudited)~~10. ~~These~~EMPLOYEE ~~instruments~~BENEFIT have historically been categorized by us as Level 3 within the fair value hierarchy due to an unobservable input associated with the credit valuation adjustment, which we deemed to be a significant input to the overall measurement of fair value at inception. During the nine months ended September 30, 2012, this credit valuation adjustment has ceased to be a significant input to the entire fair value measurement of these instruments. The remaining inputs which are significant to the fair value measurement of these instruments represent observable market inputs that are inputs other than quoted prices (Level 2 inputs). PLANS

~~Our~~ ~~policy~~ Components ~~is to recognize transfers between levels within the fair value hierarchy as~~ of the ~~beginning~~net ofperiodic ~~the~~benefit ~~reporting~~costs ~~period.~~for ~~Due to~~ the ~~change~~three inmonths ~~significance~~ended ~~of the credit valuation adjustment to the entire fair value measurement of these instruments~~March 31, ~~effective~~2013 ~~January 1,~~and 2012, wewere ~~have categorized our cross-currency interest rate contracts~~ as ~~Level 2~~follows ~~within~~(dollars ~~the~~in ~~fair value~~millions): ~~hierarchy.~~

~~Gains and~~ ~~losses~~Huntsman (realized and unrealized) included in earnings for instruments measured at fair value on a recurring basis using significant unobservable inputs (Level 3) are reported in interest expense and other comprehensive income (loss) as follows (dollars in millions): Corporation

	Three months ended September 30, 2012						Nine months ended September 30, 2012
							Other Postretirement Benefit Plans
	Interest expense			Other comprehensive income (loss)			Interest expense		Other comprehensive income (loss)
	Defined Benefit Plans
Total net gains included in earnings	$	—		$	—		$	—	$	—
							Three months ended ended March 31,
Changes in unrealized gains relating to assets still held at September 30, 2012		—			—			—		—
	Three months ended March 31,
	2013			2012			2013		2012
Service cost	$	17		$	16		$	1	$	1
Interest cost		33			37			1		2
Expected return on assets		(44	)		(46	)		—		—
Amortization of prior service benefit		(2	)		(2	)		—		(1	)
Amortization of actuarial loss		20			11			—		—
Special termination benefits		5			—			—		—
Net periodic benefit cost	$	29		$	16		$	2	$	2

39 Huntsman International

	Defined Benefit Plans						Other Postretirement Benefit Plans

	Three months ended ended March 31,						Three months ended ended March 31,
	2013			2012			2013		2012
Service cost	$	17		$	16		$	1	$	1
Interest cost		33			37			1		2
Expected return on assets		(44	)		(46	)		—		—
Amortization of prior service benefit		(2	)		(2	)		—		(1	)
Amortization of actuarial loss		21			12			—		—
Special termination benefits		5			—			—		—

Net periodic benefit cost	$	30		$	17		$	2	$	2

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

910. ~~FAIR~~EMPLOYEE ~~VALUE~~BENEFIT PLANS (Continued)

	Three months ended September 30, 2011				Nine months ended September 30, 2011
	Interest expense		Other comprehensive income (loss)		Interest expense		Other comprehensive income (loss)
Total net gains included in earnings	$	—	$	—	$	—	$	—
Changes in unrealized losses relating to assets still held at September 30, 2011		—		24		—		—

During the three months ended March 31, 2013 and 2012, we made contributions to our pension and other postretirement benefit plans of $31 million and $48 million, respectively. During the remainder of 2013, we expect to contribute an additional amount of approximately $113 million to these plans.

We also have assets that under certain conditions are subject to measurement at fair value on a non-recurring basis. These assets include property, plant and equipment and those associated with acquired businesses, including goodwill and intangible assets. For these assets, measurement at fair value in periods subsequent to their initial recognition is applicable if one or more is determined to be impaired. During the three and nine months ended September 30, 2012 and 2011, we had no impairments related to these assets.

10. EMPLOYEE BENEFIT PLANS

Components of the net periodic benefit costs for the three and nine months ended September 30, 2012 and 2011 were as follows (dollars in millions):

Huntsman Corporation

	Defined Benefit Plans						Other Postretirement Benefit Plans
	Three months ended September 30,						Three months ended September 30,
	2012			2011			2012			2011
Service cost	$	12		$	18		$	1		$	—
Interest cost		36			39			2			2
Expected return on assets		(45	)		(47	)		—			—
Amortization of prior service cost		(2	)		(2	)		(1	)		(1	)
Amortization of actuarial loss		11			9			—			1
Settlement loss		8			—			—			—
Net periodic benefit cost	$	20		$	17		$	2		$	2

During the three months ended March 31, 2013 and 2012, we reclassified approximately $9 million and $4 million, respectively, of accumulated other comprehensive loss into cost of goods sold, approximately $8 million and $4 million, respectively, into selling, general and administrative expense and approximately $1 million for both periods into research and development expense.

40 Huntsman International

During the three months ended March 31, 2013 and 2012, we reclassified approximately $10 million and $5 million, respectively, of accumulated other comprehensive loss into cost of goods sold, approximately $8 million and $4 million, respectively, into selling, general and administrative expense and approximately $1 million for both periods into research and development expense.

11. HUNTSMAN CORPORATION STOCKHOLDERS' EQUITY

COMMON STOCK DIVIDENDS

On March 29, 2013, we paid cash dividends of $30 million, or $0.125 per share, to common stockholders of record as of March 15, 2013. On March 30, 2012, we paid cash dividends of $24 million, or $0.10 per share, to common stockholders of record as of March 15, 2012.

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

1012. ~~EMPLOYEE~~OTHER ~~BENEFIT~~COMPREHENSIVE ~~PLANS~~ (~~Continued~~LOSS) INCOME

	Defined Benefit Plans						Other Postretirement Benefit Plans
	Nine months ended September 30,						Nine months ended September 30,
	2012			2011			2012			2011
Service cost	$	43		$	51		$	3		$	2
Interest cost		109			116			5			6
Expected return on assets		(136	)		(141	)		—			—
Amortization of prior service cost		(6	)		(5	)		(2	)		(2	)
Amortization of actuarial loss		33			23			1			1
Settlement loss		8			—			—			—
Net periodic benefit cost	$	51		$	44		$	7		$	7

The components of other comprehensive (loss) income and changes in accumulated other comprehensive (loss) income by component were as follows (dollars in millions):

Huntsman ~~International~~Corporation

	Defined Benefit Plans						Other Postretirement Benefit Plans
	Foreign currency translation adjustment(a)			Pension and other postretirement benefits adjusments, net of tax(b)			Other comprehensive income (loss) of unconsolidated affiliates			Other, net			Total			Amounts attributable to noncontrolling interests		Amounts attributable to Huntsman Corporation
	Three months ended September 30,						Three months ended September 30,
Beginning balance, January 1, 2013	$	269		$	(1,036	)	$	7		$	3		$	(757	)	$	13	$	(744	)
	2012			2011			2012			2011
Other comprehensive (loss) income before reclassifications		(67	)		25			—			1			(41	)		—		(41	)
Service cost	$	12		$	18		$	1		$	—
Amounts reclassified from accumulated other comprehensive loss(c)		—			8			—			—			8			—		8
Interest cost		36			39			2			2
Net current-period other comprehensive (loss) income		(67	)		33			—			1			(33	)		—		(33	)
Expected return on assets		(45	)		(47	)		—			—
Ending balance, March 31, 2013	$	202		$	(1,003	)	$	7		$	4		$	(790	)	$	13	$	(777	)
Amortization of prior service cost		(2	)		(2	)		(1	)		(1	)
Amortization of actuarial loss		13			9			—			1
Settlement loss		8			—			—			—
Net periodic benefit cost	$	22		$	17		$	2		$	2

41 (a)Amounts are net of tax of $22 and $20 as of March 31, 2013 and January 1, 2013, respectively. (b)Amounts are net of tax of $187 and $197 as of March 31, 2013 and January 1, 2013, respectively. (c)See table below for details about these reclassifications.

	Foreign currency translation adjustment(a)		Pension and other postretirement benefits adjusments, net of tax(b)			Other comprehensive income of unconsolidated affiliates		Other, net		Total			Amounts attributable to noncontrolling interests			Amounts attributable to Huntsman Corporation

Beginning balance, January 1, 2012	$	218	$	(800	)	$	8	$	3	$	(571	)	$	12		$	(559	)

Other comprehensive income before reclassifications		73		12			—		1		86			(2	)		84
Amounts reclassified from accumulated other comprehensive loss(c)		—		7			—		—		7			—			7

Net current-period other comprehensive income		73		19			—		1		93			(2	)		91

Ending balance, March 31, 2012	$	291	$	(781	)	$	8	$	4	$	(478	)	$	10		$	(468	)

(a): Amounts are net of tax of $23 and $24 as of March 31, 2012 and January 1, 2012, respectively.
(b): Amounts are net of tax of $123 and $124 as of March 31, 2012 and January 1, 2012, respectively.
(c): See table below for details about these reclassifications.

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

1012. ~~EMPLOYEE~~OTHER ~~BENEFIT~~COMPREHENSIVE ~~PLANS~~(LOSS) INCOME (Continued)

	Defined Benefit Plans						Other Postretirement Benefit Plans
	Three months ended March 31, 2013
	Nine months ended September 30,						Nine months ended September 30,
Details about Accumulated Other Comprehensive Loss Components(a):	Amount reclassified from accumulated other comprehensive loss			Affected line item in the statement where net income is presented
	2012			2011			2012			2011
Amortization of pension and other postretirement benefits:
Service cost	$	43		$	51		$	3		$	2
Prior service credit	$	(2	)	(b)
Interest cost		109			116			5			6
Actuarial loss		20		(b)(c)
Expected return on assets		(136	)		(141	)		—			—
		18		Total before tax
Amortization of prior service cost		(6	)		(5	)		(2	)		(2	)
		(10	)	Income tax benefit (expense)
Amortization of actuarial loss		37			26			1			1
		8		Net of tax
Settlement loss		8			—			—			—
Total reclassifications for the period	$	8		Net of tax
Net periodic benefit cost	$	55		$	47		$	7		$	7

During the first quarter of 2012, certain U.K. pension plans were closed to new entrants. For existing participants, benefits will only grow as a result of increases in pay. Defined contribution plans were established to replace these pension plans for future benefit accruals. This change did not have a significant impact on our pension liability.

	Three months ended March 31, 2012

Details about Accumulated Other Comprehensive Loss Components(a):	Amount reclassified from accumulated other comprehensive loss			Affected line item in the statement where net income is presented
Amortization of pension and other postretirement benefits:
Prior service credit	$	(3	)	(b)
Actuarial loss		11		(b)(c)

		8		Total before tax
		(1	)	Income tax benefit (expense)

		7		Net of tax

Total reclassifications for the period	$	7		Net of tax

~~During~~ ~~2012,~~ ~~the~~ (a)Amounts in ~~pension~~parentheses ~~plan~~indicate ~~formula~~credits ~~one~~on of our ~~U.S.~~condensed ~~subsidiaries~~consolidated ~~was~~statements ~~converted~~of ~~from~~operations ~~an average pay design to a cash balance plan design~~(unaudited). ~~The existing defined contribution plan match~~ ~~was~~(b)These accumulated ~~enhanced~~other tocomprehensive ~~offset~~loss ~~this~~components ~~reduction~~are included in ~~benefits.~~the Incomputation ~~connection~~of ~~with~~net ~~this~~periodic ~~plan~~pension ~~change,~~costs. weSee ~~reduced~~"Note 10. ~~our~~Employee ~~pension~~Benefit Plans." (c)Amounts contain ~~liability by~~ approximately $231 million ~~with~~of aactuarial ~~corresponding~~losses ~~offset~~related to ~~other comprehensive~~discontinued ~~income (loss) during the nine months ended September 30, 2012~~operations.

During the nine months ended September 30, 2012 and 2011, we made contributions to our pension and other postretirement benefit plans of $124 million and $132 million, respectively. During the remainder of 2012, we expect to contribute an additional amount of $31 million to these plans. 40

In connection with employee terminations in Switzerland related to restructuring programs, we recorded a noncash pension settlement loss of $8 million in the third quarter of 2012.

11. HUNTSMAN CORPORATION STOCKHOLDERS' EQUITY

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. Repurchases under this program may be made through the open market or in privately negotiated transactions, and repurchases may be commenced or suspended from time to time without prior notice. Shares of common stock acquired through the repurchase program are held in treasury at cost. During the nine months ended September 30, 2012, we did not repurchase any shares of our outstanding common stock under the repurchase program. As of September 30, 2012, there remained approximately $50 million of the amount authorized under the program that could be used for stock repurchases.

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

1112. ~~HUNTSMAN~~OTHER ~~CORPORATION~~COMPREHENSIVE ~~STOCKHOLDERS'~~(LOSS) ~~EQUITY~~INCOME (Continued)

COMMON STOCK DIVIDENDS

On each of September 28, June 29 and March 30, 2012, we paid cash dividends of $24 million, or $0.10 per share, to common stockholders of record as of September 14, June 15, and March 15, 2012, respectively. On each of September 30, June 30 and March 31, 2011, we paid cash dividends of $24 million, or $0.10 per share, to common stockholders of record as of September 15, June 15, and March 15, 2011, respectively.

12. OTHER COMPREHENSIVE INCOME (LOSS)

The components of other comprehensive income (loss) were as follows (dollars in millions):

Huntsman Corporation

							Other comprehensive income (loss)
	Accumulated other comprehensive loss
							Three months ended						Nine months ended
	September 30, 2012			December 31, 2011			September 30, 2012			September 30, 2011			September 30, 2012			September 30, 2011
Foreign currency translation adjustments, net of tax of $23 and $24 as of September 30, 2012 and December 31, 2011, respectively	$	243		$	218		$	94		$	(117	)	$	25		$	30
Pension and other postretirement benefit adjustments, net of tax of $109 and $124 as of September 30, 2012 and December 31, 2011, respectively		(745	)		(800	)		14			(78	)		55			(70	)
Other comprehensive income (loss) of unconsolidated affiliates		7			8			—			3			(1	)		3
Other, net		2			3			—			(3	)		(1	)		(2	)
Total		(493	)		(571	)		108			(195	)		78			(39	)
Amounts attributable to noncontrolling interests		10			12			(2	)		—			(2	)		(1	)
Amounts attributable to Huntsman Corporation	$	(483	)	$	(559	)	$	106		$	(195	)	$	76		$	(40	)

Huntsman International

							Other comprehensive income (loss)
	Foreign currency translation adjustment(a)			Pension and other postretirement benefits adjusments, net of tax(b)			Other comprehensive income (loss) of unconsolidated affiliates			Other, net			Total			Amounts attributable to noncontrolling interests			Amounts attributable to Huntsman International
	Accumulated other comprehensive loss
Beginning balance, January 1, 2013	$	268		$	(1,076	)	$	7		$	(3	)	$	(804	)	$	13		$	(791	)
							Three months ended						Nine months ended
Other comprehensive (loss) income before reclassifications		(67	)		25			—			2			(40	)		—			(40	)
	September 30, 2012			December 31, 2011			September 30, 2012			September 30, 2011			September 30, 2012			September 30, 2011
Amounts reclassified from accumulated other comprehensive loss(c)		—			8			—			—			8			—			8
Foreign currency translation adjustments, net of tax of $10 and $11 as of September 30, 2012 and December 31, 2011, respectively	$	242		$	217		$	94		$	(118	)	$	25		$	30
Net current-period other comprehensive (loss) income		(67	)		33			—			2			(32	)		—			(32	)
Pension and other postretirement benefit adjustments, net of tax of $140 and $156 as of September 30, 2012 and December 31, 2011, respectively		(787	)		(845	)		15			(77	)		58			(66	)
Ending balance, March 31, 2013	$	201		$	(1,043	)	$	7		$	(1	)	$	(836	)	$	13		$	(823	)
Other comprehensive income (loss) of unconsolidated affiliates		7			8			—			3			(1	)		3
Other, net		(3	)		(3	)		—			(2	)		—			(2	)
Total		(541	)		(623	)		109			(194	)		82			(35	)
Amounts attributable to noncontrolling interests		10			12			(2	)		—			(2	)		(1	)
Amounts attributable to Huntsman International	$	(531	)	$	(611	)	$	107		$	(194	)	$	80		$	(36	)

43 (a)Amounts are net of tax of $9 and $7 as of March 31, 2013 and January 1, 2013, respectively. (b)Amounts are net of tax of $217 and $228 as of March 31, 2013 and January 1, 2013, respectively. (c)See table below for details about these reclassifications.

	Foreign currency translation adjustment(a)		Pension and other postretirement benefits adjusments, net of tax(b)			Other comprehensive income of unconsolidated affiliates		Other, net			Total			Amounts attributable to noncontrolling interests			Amounts attributable to Huntsman International

Beginning balance, January 1, 2012	$	217	$	(845	)	$	8	$	(3	)	$	(623	)	$	12		$	(611	)

Other comprehensive income before reclassifications		73		14			—		1			88			(2	)		86
Amounts reclassified from accumulated other comprehensive loss(c)		—		7			—		—			7			—			7

Net current-period other comprehensive income		73		21			—		1			95			(2	)		93

Ending balance, March 31, 2012	$	290	$	(824	)	$	8	$	(2	)	$	(528	)	$	10		$	(518	)

(a): Amounts are net of tax of $9 and $11 as of March 31, 2012 and January 1, 2012, respectively.
(b): Amounts are net of tax of $154 and $156 as of March 31, 2012 and January 1, 2012, respectively.
(c): See table below for details about these reclassifications.

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12. OTHER COMPREHENSIVE ~~INCOME~~ (LOSS) INCOME (Continued)

Items of other comprehensive income (loss) of our Company and our consolidated affiliates have been recorded net of tax, with the exception of the foreign currency translation adjustments related to subsidiaries with earnings permanently reinvested. The tax effect is determined based upon the jurisdiction where the income or loss was recognized and is net of valuation allowances.

	Three months ended March 31, 2013

Details about Accumulated Other Comprehensive Loss Components(a):	Amount reclassified from accumulated other comprehensive loss			Affected line item in the statement where net income is presented
Amortization of pension and other postretirement benefits:
Prior service credit	$	(2	)	(b)
Actuarial loss		21		(b)(c)

		19		Total before tax
		(11	)	Income tax benefit (expense)

		8		Net of tax

Total reclassifications for the period	$	8		Net of tax

	Three months ended March 31, 2012

Details about Accumulated Other Comprehensive Loss Components(a):	Amount reclassified from accumulated other comprehensive loss			Affected line item in the statement where net income is presented
Amortization of pension and other postretirement benefits:
Prior service credit	$	(3	)	(b)
Actuarial loss		12		(b)(c)

		9		Total before tax
		(2	)	Income tax benefit (expense)

		7		Net of tax

Total reclassifications for the period	$	7		Net of tax

(a): Amounts in parentheses indicate credits on our condensed consolidated statements of operations (unaudited).
(b): These accumulated other comprehensive loss components are included in the computation of net periodic pension costs. See "Note 10. Employee Benefit Plans."
(c): Amounts contain approximately $1 million of actuarial losses related to discontinued operations.

13. COMMITMENTS AND CONTINGENCIES

LEGAL MATTERS

Asbestos Litigation

We have been named as a "premises defendant" in a number of asbestos exposure cases, typically claims by nonemployees of exposure to asbestos while at a facility. InThese ~~the~~complaints ~~past,~~generally ~~these~~do ~~cases~~not ~~typically~~provide ~~involved~~the ~~multiple~~necessary ~~plaintiffs~~information ~~bringing~~about ~~actions against multiple defendants, and~~ the ~~complaints~~time ~~have~~period ~~not~~in ~~indicated~~ which ~~plaintiffs were making claims against which defendants, where or how~~ the alleged injuries occurred or ~~what injuries each plaintiff claimed. Rarely do~~ the ~~complaints~~alleged inexposures ~~these~~giving ~~cases~~rise ~~state~~ to the ~~amount~~asserted ~~of damages being sought~~liability. ~~These~~This ~~facts~~information, which would be central to any estimate of probable loss, generally ~~have~~must ~~been~~be ~~learned~~obtained ~~only~~ through legal discovery.

Where a claimant's alleged exposure occurred prior to our ownership of the relevant "premises," the prior owners generally have contractually agreed to retain liability for, and to indemnify us against, asbestos exposure claims. This indemnification is not subject to any time or dollar amount limitations. Upon service of a complaint in one of these cases, we tender it to the prior owner. ~~The~~Rarely ~~prior~~do ~~owner accepts responsibility for~~ the ~~conduct~~complaints ofin ~~the~~these ~~defense~~cases ofstate the ~~cases~~amount ~~and payment~~ of ~~any~~damages ~~amounts~~being ~~due to the claimants~~sought. InThe ~~our eighteen-year experience with tendering these cases, we have not made any payment with respect to any tendered asbestos cases. We believe that the~~ prior ~~owners~~owner ~~have~~accepts ~~the intention and ability to continue to honor their indemnity obligations, although we cannot assure you that they will continue to do so or that we will not be liable for these cases if they do not.~~

~~The following table presents for the periods indicated certain information about cases for which service has been received that we have tendered to the prior owner, all of which have been accepted.~~ 42

	Nine months ended September 30,
	2012		2011
Unresolved at beginning of period		1,080		1,116
Tendered during period		3		10
Resolved during period(1)		2		43
Unresolved at end of period		1,081		1,083

(1)Although the indemnifying party informs us when tendered cases have been resolved, it generally does not inform us of the settlement amounts relating to such cases, if any. The indemnifying party has informed us that it typically manages our defense together with the defense of other entities in such cases and resolves claims involving multiple defendants simultaneously, and that it considers the allocation of settlement amounts, if

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13. COMMITMENTS AND CONTINGENCIES (Continued)

responsibility for ~~any, among~~the ~~defendants~~conduct toof bethe ~~confidential~~defense of the cases and ~~proprietary~~payment of any amounts due to the claimants. ~~Consequently~~In our nineteen-year experience with tendering these cases, we ~~are~~have not ~~able~~made toany payment ~~provide~~with ~~the~~respect ~~number~~to ofany ~~cases~~tendered ~~resolved~~asbestos ~~with~~cases. ~~payment~~We bybelieve that the ~~indemnifying~~prior ~~party~~owners orhave the ~~amount~~intention ofand ~~such~~ability ~~payments.~~to continue to honor their indemnity obligations, although we cannot assure you that they will continue to do so or that we will not be liable for these cases if they do not.

WeThe ~~have~~following ~~never~~table ~~made~~presents ~~any~~for ~~payments~~the ~~with~~periods ~~respect~~indicated tocertain ~~these~~information ~~cases.~~about ~~As of September 30, 2012, we had an accrued liability of $10 million relating to these~~ cases ~~and~~for ~~a corresponding~~which ~~receivable~~service ofhas ~~$10 million~~been ~~relating~~received ~~to our indemnity protection with respect to these cases. We cannot assure you~~ that ~~our liability will not exceed our accruals or that our liability associated with these cases would not be material to our financial condition, results of operations or liquidity; accordingly,~~ we ~~are~~have ~~not~~tendered ~~able~~ to ~~estimate~~ the ~~amount~~prior ~~or range of loss in excess of our accruals. Additional asbestos exposure claims may be made against us in the future~~owner, ~~and~~all ~~such claims could be material. However, because we are not able to estimate the amount or range~~ of ~~losses~~ ~~associated~~which ~~with such claims, we~~ have been ~~made no accruals with respect to unasserted asbestos exposure claims as of September 30, 2012~~accepted.

Certain cases in which we are a premises defendant are not subject to indemnification by prior owners or operators. However, we may be entitled to insurance or other recovery in some of these cases. The following table presents for the periods indicated certain information about these cases. Cases include all cases for which service has been received by us. Certain prior cases that were filed in error against us have been dismissed.

	Three months ended March 31,

	2013		2012
Unresolved at beginning of period		1,080		1,080
Tendered during period		2		1
Resolved during period(1)		1		—
Unresolved at end of period		1,081		1,081

	Nine months ended September 30,
	2012		2011
Unresolved at beginning of period		36		37
Filed during period		8		9
Resolved during period		3		8
Unresolved at end of period		41		38

(1): Although the indemnifying party informs us when tendered cases have been resolved, it generally does not inform us of the settlement amounts relating to such cases, if any. The indemnifying party has informed us that it typically manages our defense together with the defense of other entities in such cases and resolves claims involving multiple defendants simultaneously, and that it considers the allocation of settlement amounts, if any, among defendants to be confidential and proprietary. Consequently, we are not able to provide the number of cases resolved with payment by the indemnifying party or the amount of such payments.

We ~~paid~~have ~~gross~~never ~~settlement~~made ~~costs~~any ~~for~~payments ~~asbestos~~with ~~exposure~~respect ~~cases that are not subject~~ to ~~indemnification~~these ~~of $82,000 and $442,000 during the nine months ended September 30, 2012 and 2011, respectively~~cases. As of ~~September~~March 3031, ~~2012~~2013, we had an ~~accrual~~accrued liability of approximately $~~225,000~~10 million relating to these cases and wea corresponding ~~expect~~receivable ~~insurance~~of ~~proceeds~~approximately $10 million relating to ~~offset~~our ~~this~~indemnity ~~cost~~protection with respect to these cases. We cannot assure you that our liability will not exceed our accruals or that our liability associated with these cases would not be material to our financial condition, results of operations or liquidity; accordingly, we are not able to estimate the amount or range of loss in excess of our accruals. Additional asbestos exposure claims may be made against us in the future, and such claims could be material. However, because we are not able to estimate the amount or range of losses associated with such claims, we have made no accruals with respect to unasserted asbestos exposure claims as of ~~September~~March 3031, ~~2012~~2013.

Certain cases ~~Antitrust~~in ~~Matters~~ which we are a premises defendant are not subject to indemnification by prior owners or operators. However, we may be entitled to insurance or other recoveries in some of these cases. The following table presents for the periods indicated certain information about these cases.

We were named as a defendant in civil class action antitrust suits alleging that between 1999 and 2004 we conspired with Bayer, BASF, Dow and Lyondell to fix the prices of MDI, TDI, polyether polyols, and related systems ("polyether polyol products") sold in the U.S. in violation of the federal 43

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13. COMMITMENTS AND CONTINGENCIES (Continued)

~~Sherman~~Cases ~~Act.~~include ~~These~~all cases ~~are~~for ~~consolidated~~which asservice ~~the~~has ~~"Polyether~~been ~~Polyols"~~received ~~cases~~by inus. ~~multidistrict~~Certain ~~litigation~~prior ~~pending~~cases inthat ~~the~~were ~~U.S.~~filed ~~District~~in ~~Court~~error ~~for~~against ~~the~~us ~~District~~have ofbeen ~~Kansas~~dismissed.

In addition, we and the other Polyether Polyols defendants were named as defendants in three civil antitrust suits brought by certain direct purchasers of polyether polyol products that opted out of the class certified in the Kansas multidistrict litigation. The relevant time frame for these cases is 1994 to 2004 and they are referred to as the "direct action cases." The class action and the direct action cases were consolidated in the Kansas court for the purposes of discovery and other pretrial matters.

	Three months ended March 31,

	2013		2012
Unresolved at beginning of period		50		36
Filed during period		—		3
Resolved during period		—		1
Unresolved at end of period		50		38

InWe ~~the~~paid ~~second~~gross ~~quarter~~settlement ofcosts ~~2011,~~for weasbestos ~~settled~~exposure ~~the~~cases ~~class~~that ~~action~~are not subject to indemnification of nil and ~~were~~$82,000 ~~dismissed~~during asthe athree ~~defendant~~months ended March 31, 2013 and 2012, respectively. OnAs ~~December~~of March 2931, ~~2011~~2013, we ~~entered~~had ~~into~~no aaccrual ~~settlement~~relating ~~agreement~~to ~~with~~these ~~the~~cases. ~~direct~~We ~~action~~cannot assure you that our liability will not exceed our accruals or that our liability associated with these ~~plaintiffs~~cases ~~for~~would annot ~~amount~~be ~~immaterial~~material to our financial ~~statements~~condition, results of operations or liquidity; accordingly, we are not able to estimate the amount or range of loss in excess of our accruals. Additional asbestos exposure claims may be made against us in the future, and ~~were~~such ~~dismissed~~claims ~~from~~could ~~those~~be ~~cases~~material. onHowever, ~~December~~because we are not able to estimate the amount or range of losses associated with such claims, we have made no accruals with respect to unasserted asbestos exposure claims as of March 3031, ~~2011~~2013.

~~Two similar~~ ~~civil~~Antitrust antitrust class action cases were filed May 5 and 17, 2006 in the Superior Court of Justice, Ontario Canada and Superior Court, Province of Quebec, District of Quebec, on behalf of purported classes of Canadian direct and indirect purchasers of MDI, TDI and polyether polyols. On April 11, 2012, we reached agreement to resolve these cases for an amount immaterial to our condensed consolidated financial statements (unaudited). On July 27, 2012, the Canadian courts approved the settlement, and the settlement has since been paid. Matters

~~A purported~~We have been named as a defendant in two class action ~~case~~civil antitrust suits filed on February ~~15,~~9 ~~2005~~and by12, ~~purchasers~~2010 in ~~California~~the U.S. District Court for the District of ~~products~~Maryland ~~containing~~alleging ~~rubber~~that we and ~~urethane~~our ~~chemicals~~co-defendants and ~~pending~~other inasserted ~~Superior~~co-conspirators conspired ~~Court~~to offix ~~California, County~~prices of ~~San~~titanium ~~Francisco~~dioxide issold ~~stayed~~in ~~pending~~the ~~resolution~~U.S. ofbetween at least March 1, 2002 and the ~~Kansas~~present. ~~multidistrict~~The ~~litigation~~suits were subsequently consolidated. The ~~plaintiffs~~other defendants named in this matter are ~~make~~DuPont, ~~similar~~Kronos ~~claims~~and ~~against~~Millennium. ~~the~~On ~~defendants~~August 28, as2012, the ~~class~~court ~~plaintiffs~~certified ina ~~the Kansas~~class ~~multidistrict~~consisting ~~litigation~~of all U.S. ~~While~~customers wewho ~~have~~purchased ~~previously~~titanium ~~disclosed~~dioxide ~~this~~directly ~~matter~~from ~~because~~defendants it(the is"Direct Purchasers") ~~related~~since toFebruary 1, ~~the~~2003. ~~Polyether~~A ~~Polyols~~hearing ~~cases,~~to weconsider doour ~~not~~motion ~~believe~~for ~~this~~summary ~~matter~~judgment byis ~~itself~~scheduled ~~will~~for ~~have~~June 25, a2013 ~~material impact~~and ontrial ~~our~~is ~~condensed~~set ~~consolidated~~to ~~financial~~begin ~~statements~~September 9, ~~(unaudited)~~2013.

We have also been named as a defendant in ~~two~~a ~~purported~~ class action civil antitrust ~~suits~~suit ~~alleging that we and our co-defendants and other co-conspirators conspired to fix prices of titanium dioxide sold in the U.S. between at least March 1, 2002 and the present. The cases were~~ filed on ~~February~~March ~~9 and 12~~15, ~~2010~~2013 in the U.S. District Court for the Northern District of ~~Maryland~~California ~~and a~~by ~~consolidated~~purchasers ~~complaint~~of ~~was~~products ~~filed~~made onfrom ~~April 12,~~titanium ~~2010.~~dioxide ~~The other defendants named in this matter are E.I. du Pont de Nemours and Company, Kronos Worldwide Inc., Millennium Inorganic Chemicals, Inc. and~~ (the ~~National~~"Indirect ~~Titanium Dioxide Company Limited (d/b/a Cristal~~Purchasers"). ~~The~~making ~~court~~essentially ~~certified~~ the ~~case~~same allegations as ~~a class action on August 28, 2012 although notice to putative class members has not yet been given while we and our co-defendants pursue an appeal of~~ the ~~class~~Direct ~~certification before the Court of Appeals for the Fourth Circuit~~Purchasers. ~~The trial is set to begin September 9, 2013.~~

InThe ~~all~~plaintiffs ofin both the ~~antitrust~~Direct ~~litigation~~Purchasers ~~currently~~and ~~pending~~Indirect ~~against~~Purchasers' ~~us,~~actions ~~the~~seek ~~plaintiffs~~to ~~generally~~recover ~~are~~on ~~seeking~~behalf of their respective classes injunctive relief, treble damages or the maximum damages allowed by state law, costs of suit and attorneys fees. We are not aware of any illegal conduct by us or any of our employees. Nevertheless, we have incurred costs relating to these claims and could incur additional costs in amounts material to us. AsBecause ~~alleged damages in these cases have not been specified, and because~~ of the overall complexity of these cases, we are unable to reasonably estimate any possible loss or range of loss associated with these claims and we have made no accruals with respect to these claims.

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13. COMMITMENTS AND CONTINGENCIES (Continued)

Product Delivery Claim

We have been notified by a customer of potential claims related to our allegedly delivering a different product ~~from~~than ~~that which~~ it had ordered. Our customer claims that it was unaware that the different product had been delivered until after it had been used to manufacture materials which were subsequently sold. Originally, the ~~customer~~ customer stated that it had been notified of claims of up to an aggregate of €153 million (approximately $~~191~~202 million) relating to this matter and believed that we may be responsible for all or a portion of these potential claims. Our customer has since resolved some of these claims and the aggregate amount of the current claims is now approximately €113 million (approximately $~~145~~144 million). Based on the facts currently available to us, we believe that we are insured for any liability we may ultimately have in excess of $10 million. However, no assurance can be given regarding our ultimate liability or costs ~~to us~~. We believe the range of possible loss to our Company in this matter to be between €0 and €113 million and have made no accrual with respect to this matter.

Indemnification Matter

On July 3, 2012, Deutsche Bank Securities Inc. and Credit Suisse Securities (USA) LLC, (or the ~~"Banks")~~banks, demanded that we indemnify them for claims brought by certain MatlinPatterson entities that were formerly our shareholders, (the ~~"Plaintiffs")~~plaintiffs, in litigation filed June 19, 2012 in the 9th District ~~Court~~ Court in Montgomery County, Texas. The ~~Banks~~banks assert that they are entitled to indemnification pursuant to the Agreement of Compromise and Settlement between the ~~Banks~~banks and our Company, dated June 22, 2009, wherein the ~~Banks~~banks and our Company settled claims that we brought relating to the failed merger with Hexion ~~Specialty Chemicals, Inc~~. ~~("Hexion").~~The ~~Plaintiffs~~plaintiffs claim that the ~~Banks~~ banks knowingly made materially false representations about the nature of the financing for the acquisition of our Company by Hexion and that they suffered substantial losses to their 19 million shares of our common stock as a result of the ~~Banks~~banks' misrepresentations. ~~Plaintiffs~~The plaintiffs are asserting statutory fraud, common law fraud and aiding and abetting statutory fraud and are seeking actual damages, exemplary damages, costs and attorney's fees, pre-judgment and post-judgment interest. We ~~have~~ denied the ~~Banks~~banks' indemnification demand. ~~and~~On ~~continue~~December 21, to2012, ~~monitor~~the court dismissed the ~~litigation.~~ Atplaintiffs' ~~this~~claims. ~~time,~~The weplaintiffs filed ~~are~~a ~~unable~~motion tofor ~~estimate~~reconsideration before the ~~amount~~trial orcourt ~~range~~on ofJanuary 18, ~~possible~~2013 ~~losses~~and ~~with~~a ~~respect~~Notice of Appeal to ~~these~~the ~~claims~~Ninth Court of Appeals at Beaumont, Texas.

Other Proceedings

We are a party to various other proceedings instituted by private plaintiffs, governmental authorities and others arising under provisions of applicable laws, including various environmental, products liability and other laws. Except as otherwise disclosed in this report, we do not believe that the outcome of any of these matters will have a material effect on our financial condition, results of operations or liquidity.

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14. ENVIRONMENTAL, HEALTH AND SAFETY MATTERS

ENVIRONMENTAL, HEALTH AND SAFETY MATTERS

General

We are subject to extensive federal, state, local and international laws, regulations, rules and ordinances relating to safety, pollution, protection of the environment, product management and distribution, and the generation, storage, handling, transportation, treatment, disposal and remediation of hazardous substances and waste materials. In the ordinary course of business, we are subject to frequent environmental inspections and monitoring and occasional investigations by governmental enforcement authorities. In addition, our production facilities require operating permits that are subject to renewal, modification and, in certain circumstances, revocation. Actual or alleged violations of safety laws, environmental laws or permit requirements could result in restrictions or prohibitions on plant operations or product distribution, substantial civil or criminal sanctions, as well as, under some environmental laws, the assessment of strict liability and/or joint and several liability. Moreover, changes in environmental regulations could inhibit or interrupt our operations, or require us to modify our facilities or operations. Accordingly, environmental or regulatory matters may cause us to incur significant unanticipated losses, costs or liabilities.

Environmental, Health and Safety Systems

We are committed to achieving and maintaining compliance with all applicable environmental, health and safety ("EHS") legal requirements, and we have developed policies and management systems that are intended to identify the multitude of EHS legal requirements applicable to our operations, enhance compliance with applicable legal requirements, ~~ensure~~improve the safety of our employees, contractors, community neighbors and customers and minimize the production and emission of wastes and other pollutants. Although EHS legal requirements are constantly changing and are frequently difficult to comply with, these EHS management systems are designed to assist us in our compliance goals while also fostering efficiency and improvement and reducing overall risk to us.

EHS Capital Expenditures

We may incur future costs for capital improvements and general compliance under EHS laws, including costs to acquire, maintain and repair pollution control equipment. For the ~~nine~~three months ended ~~September~~March 3031, ~~2012~~2013 and ~~2011~~2012, our capital expenditures for EHS matters totaled $6116 million and $5519 million, respectively. Because capital expenditures for these matters are subject to evolving regulatory requirements and depend, in part, on the timing, promulgation and enforcement of specific requirements, our capital expenditures for EHS matters have varied significantly from year to year and we cannot provide assurance that our recent expenditures are indicative of future amounts we may spend related to EHS and other applicable laws.

Remediation Liabilities

We have incurred, and we may in the future incur, liability to investigate and clean up waste or contamination at our current or former facilities or facilities operated by third parties at which we may have disposed of waste or other materials. Similarly, we may incur costs for the cleanup of waste that

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14. ENVIRONMENTAL, HEALTH AND SAFETY MATTERS (Continued)

was disposed of prior to the purchase of our businesses. Under some circumstances, the scope of our liability may extend to damages to natural resources.

Under the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA") and similar state laws, a current or former owner or operator of real property may be liable for remediation costs regardless of whether the release or disposal of hazardous substances was in compliance with law at the time it occurred, and a current owner or operator may be liable regardless of whether it owned or operated the facility at the time of the release. Outside the U.S., analogous contaminated property laws, such as those in effect in France and Australia, can hold past owners and/or operators liable for remediation at former facilities. Currently, there are approximately 10 former facilities or third -party sites in the U.S. for which we have been notified of potential claims against us for cleanup liabilities, including, but not limited to, sites listed under CERCLA. Based on current information and past experiences at other CERCLA sites, we do not expect these third -party claims to have a material impact on our ~~condensed consolidated~~ financial statements ~~(unaudited)~~.

One of these sites, the North Maybe Canyon Mine site, involves a former phosphorous mine near Soda Springs, Idaho, which is believed to have been operated by a predecessor company to us. In 2004, the U.S. Forest Service ~~("USFS")~~ notified us that we are a CERCLA potentially responsible party ("PRP") for ~~contaminated~~contamination ~~surface~~originating ~~water~~from ~~issues~~the site. In February 2010, we and Wells Cargo (another PRP) agreed to conduct a Remedial Investigation/Feasibility Study ~~(RI/FS)~~ of a portion of the site and are currently engaged in that process. At this time, we are unable to reasonably estimate our potential liabilities ~~losses~~at in this ~~matter~~site.

In addition, under the Resource Conservation and Recovery Act ("RCRA") and similar state laws, we may be required to remediate contamination originating from our properties as a condition to our hazardous waste permit. Some of our manufacturing sites have an extended history of industrial chemical manufacturing and use, including on-site waste disposal. We are aware of soil, groundwater or surface contamination from past operations at some of our sites, and we may find contamination at other sites in the future. For example, our Port Neches, Texas, and Geismar, Louisiana, facilities are the subject of ongoing remediation requirements imposed under RCRA ~~authority~~. Similar laws exist in a number of locations in which we currently operate, or previously operated, manufacturing facilities, such as Australia, India, France, Hungary and Italy.

By letter dated March 7, 2006, our former Base Chemicals and Polymers facility in West Footscray, Australia, was issued a clean-up notice by the Environmental Protection Authority Victoria ("EPA Victoria") due to concerns about soil and groundwater contamination emanating from the site. On August 23, 2010, EPA Victoria revoked the second clean-up notice and issued a revised notice that included a requirement for financial assurance for the remediation. We have reached agreement with the agency that a mortgage on the land will be held by the agency as financial surety during the period covered by the current clean-up notice, which ends on July 30, 2014. As of ~~September~~March 3031, ~~2012~~2013, we had an ~~accrued~~ accrued liability of approximately $3029 million related to estimated environmental remediation costs at this site. We can provide no assurance that the agency will not seek to institute additional requirements for the site or that additional costs will not be associated with the clean up.

49 In many cases, our potential liability arising from historical contamination is based on operations and other events occurring prior to our ownership of a business or specific facility. In these situations,

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we frequently obtained an indemnity agreement from the prior owner addressing remediation liabilities arising from pre-closing conditions. We have successfully exercised our rights under these contractual covenants for a number of sites and, where applicable, mitigated our ultimate remediation liability. We cannot assure you, however, that the liabilities for all such matters subject to indemnity, will be honored by the prior owner or that our existing indemnities will be sufficient to cover our liabilities for such matters.

Based on available information and the indemnification rights we believe are likely to be available, we believe that the costs to investigate and remediate known contamination will not have a material effect on our financial statements. However, if such indemnities are not honored or do not fully cover the costs of investigation and remediation or we are required to contribute to such costs, then such expenditures may have a material effect on our financial statements. At the current time, we are unable to estimate the total cost, exclusive of indemnification benefits, to remediate any of the known contamination sites.

Environmental Reserves

We have accrued liabilities relating to anticipated environmental cleanup obligations, site reclamation and closure costs and known penalties. Liabilities are recorded when potential liabilities are either known or considered probable and can be reasonably estimated. Our liability estimates are calculated using present value techniques as appropriate and are based upon requirements placed upon us by regulators, available facts, existing technology and past experience. The environmental liabilities do not include amounts recorded as asset retirement obligations. We had accrued $3534 million ~~and $36 million~~ for environmental liabilities as of ~~September~~both March 3031, ~~2012~~2013 and December 31, ~~2011, respectively~~2012. Of these amounts, $105 million and $710 million were classified as accrued liabilities in our ~~condensed~~ consolidated balance sheets ~~(unaudited)~~ as of ~~September~~March 3031, ~~2012~~ 2013 and December 31, ~~2011~~2012, respectively, and $2529 million and $2924 million were classified as other noncurrent liabilities in our ~~condensed~~ consolidated balance sheets ~~(unaudited)~~ as of ~~September~~ March 3031, ~~2012~~2013 and December 31, ~~2011~~2012, respectively. In certain cases, our remediation liabilities may be payable over periods of up to 30 years. We may incur losses for environmental remediation in excess of the amounts accrued; however, we are not able to estimate the amount or range of such potential excess.

REGULATORY DEVELOPMENTS

OnThe ~~June 1, 2007, the~~ EU regulatory framework for chemicals, called "REACH", ~~took~~became ~~effect,~~effective in 2007 and is designed to be phased in gradually over 11 years. As a REACH-regulated company that manufactures in or imports more than one metric ton per year of a chemical substance into the European Economic Area, we were required to pre-register with the European Chemicals Agency ("ECHA"), such chemical substances and isolated intermediates to take advantage of the 11 year phase-in period. To meet our compliance obligations, a cross-business REACH team was established, through which we were able to fulfill all required pre-registrations and our first phase registrations by the November 30, 2010 deadline. While we continue our registration efforts to meet the next registration deadline of ~~June~~ May 31, 2013, our REACH implementation team is now strategically focused on the authorization phase of the REACH process, directing its efforts to address "Substances of Very High Concern" and evaluating potential business implications. Where warranted, evaluation of substitute chemicals will be an important element of our ongoing manufacturing sustainability efforts. As a chemical manufacturer with global operations, we are also actively monitoring and addressing analogous regulatory regimes being considered or implemented outside of the EU.

Although the total long-term cost for REACH compliance is unknown at this time, we spent approximately $5 million, $9 million and $3 million in 2011, 2010 and 2009, respectively, to meet the initial REACH requirements. We cannot provide assurance that these recent expenditures are indicative of future amounts that we may be required to spend for REACH compliance. 48

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14. ENVIRONMENTAL, HEALTH AND SAFETY MATTERS (Continued)

of our ongoing manufacturing sustainability efforts. As a chemical manufacturer with global operations, we are also actively monitoring and addressing analogous regulatory regimes being considered or implemented outside of the EU, such as in Korea and Taiwan.

Although the total long-term cost for REACH compliance is unknown at this time, we spent approximately $8 million, $5 million and $9 million in 2012, 2011 and 2010, respectively, to meet the initial REACH requirements. We cannot provide assurance that these recent expenditures are indicative of future amounts that we may be required to spend for REACH compliance.

GREENHOUSE GAS REGULATION

~~Although the~~Globally, ~~existence~~our ofoperations ~~binding~~are increasingly subject to regulations that seek to reduce emissions ~~limitations~~of ~~under~~"greenhouse ~~international~~gases" ~~treaties~~("GHGs"), such as carbon ~~the~~dioxide ~~Kyoto~~and ~~Protocol~~methane, iswhich may be contributing to changes in ~~doubt~~the ~~after~~Earth's ~~2012,~~climate. weAt ~~expect~~the ~~some~~most orrecent ~~all~~ negotiations of ~~our~~the ~~operations~~Conference toof bethe ~~subject~~Parties to ~~regulatory~~the ~~requirements~~Kyoto toProtocol, ~~reduce~~a ~~emissions~~limited group of nations, ~~greenhouse~~including ~~gases~~the European Union ("~~GHGs~~EU")., ~~Even~~agreed to a second commitment period for the Kyoto Protocol, an international treaty that provides for reductions in GHG emissions. More significantly, the ~~absence~~European ofUnion aGHG ~~new~~Emissions ~~global~~Trading System, ~~agreement~~established pursuant to ~~limit~~the ~~GHGs~~Kyoto Protocol to reduce GHG emissions in the EU, wehas ~~may~~just beentered ~~subject~~its third phase and ongoing reforms at the EU level—including measures to prop up ~~additional~~carbon ~~regulation~~credit ~~under~~prices and ban the ~~European~~use ~~Union~~of ~~Emissions~~certain ~~Trading~~types ~~System~~of ascertified ~~well~~emission asreductions—may ~~new~~increase ~~national~~our ~~and~~operating ~~regional~~costs. ~~GHG~~Australia has also adopted a carbon trading ~~programs~~system that has been recognized for formal linkage with the EU trading system by 2018. ~~For~~Australia's GHG cap-and-trade program may impose compliance obligations upon our operations that may increase our operating costs. In the U.S., California has commenced the first compliance period of its cap-and-trade program.

50 Federal climate change legislation in the U.S. appears unlikely in the near-term. As a result, domestic efforts to curb GHG emissions will be led by the U.S. Environmental Protection Agency's (the "EPA") GHG regulations and the efforts of states. To the extent that our domestic operations are subject to the EPA's GHG regulations, we may face increased capital and operating costs associated with new or expanded facilities. Expansions of our existing facilities or construction of new facilities may be subject to the Clean Air Act's Prevention of Significant Deterioration requirements under the EPA's GHG "Tailoring Rule." Our facilities are also subject to the EPA's Mandatory Reporting of Greenhouse Gases rule, and the collection and reporting of GHG data may increase our operational costs.

Under a consent decree with states and environmental groups, the EPA is due to propose new source performance standards for GHG emissions from refineries. These standards could significantly increase the costs of constructing or adding capacity to refineries and may ultimately increase the costs or decrease the supply of refined products. Either of these events could have an adverse effect on our business.

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14. ENVIRONMENTAL, HEALTH AND SAFETY MATTERS (Continued)

~~example,~~emission ~~our~~restrictions ~~operations~~may inincrease ~~Australia~~over time. Potential consequences of such restrictions include capital requirements to modify assets to meet GHG emission restrictions and/or ~~selected~~increases Uin energy costs above the level of general inflation, as well as direct compliance costs.S. ~~states~~Currently, ~~may~~however, beit ~~subject~~is not possible to ~~future~~estimate ~~GHG~~the ~~regulations~~likely ~~under~~financial ~~emissions~~impact ~~trading~~of ~~systems~~potential infuture ~~those~~regulation ~~jurisdictions~~on any of our sites.

Because the United States has not adopted federal climate change legislation, domestic GHG efforts are likely to be guided by EPA regulations in the near future. While EPA's GHG programs are currently subject to judicial challenge, our domestic operations may become subject to EPA's regulatory requirements when implemented. In particular, expansions of our existing facilities or construction of new facilities may be subject to the Clean Air Act's Prevention of Significant Deterioration Requirements under EPA's GHG "Tailoring Rule." In addition, certain aspects of our operations may be subject to GHG emissions monitoring and reporting requirements. If we are subject to EPA GHG regulations, we may face increased monitoring, reporting, and compliance costs.

We are already managing and reporting GHG emissions, to varying degrees, as required by law for our sites in locations subject to Kyoto Protocol obligations and/or EU emissions trading scheme requirements. Although these sites are subject to existing GHG legislation, few have experienced or anticipate significant cost increases as a result of these programs, although it is possible that GHG emission restrictions may increase over time. Potential consequences of such restrictions include capital requirements to modify assets to meet GHG emission restrictions and/or increases in energy costs above the level of general inflation, as well as direct compliance costs. Currently, however, it is not possible to estimate the likely financial impact of potential future regulation on any of our sites.

Finally, it should be noted that some scientists have concluded that increasing concentrations of GHG in the earth's atmosphere may produce climate changes that have significant physical effects, such as increased frequency and severity of storms, droughts, and floods and other climatic events. If any of those effects were to occur, they could have an adverse effect on our assets and operations.

PORT NECHES FLARING MATTER

As part of the EPA's national enforcement initiative on flaring operations and by letter dated October 12, 2012, the U.S. Department of Justice (the "DOJ") notified us that we were in violation of the Clean Air Act (the "CAA") based on our response to a 2010 CAA Section 114 Information Request. The EPA has used the enforcement initiative to bring similar actions against refiners and other chemical manufacturers. Specifically, the EPA alleged violations at our Port Neches, Texas facility from 2007-2012 for flare operations not consistent with good pollution control practice and not in compliance with certain flare-related regulations. As a result of these findings, the EPA referred this matter to the DOJ. We have been engaged in discussions with the DOJ and the EPA regarding these alleged violations and are in the process of reviewing and assessing the allegations and will formally respond to the DOJ by early May. We are currently unable to determine the likelihood or magnitude of potential penalty or injunctive relief that may be incurred in resolving this matter.

15. STOCK-BASED COMPENSATION PLANS

Under the Huntsman Corporation Stock Incentive Plan, as amended and restated (the "Stock Incentive Plan"), a plan approved by stockholders, we may grant nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock, phantom stock, performance awards and other stock-based awards to our employees, directors and consultants and to employees and consultants of our subsidiaries, provided that incentive stock options may be granted solely to employees. The terms of the grants are fixed at the grant date. As of ~~September~~March 3031, ~~2012~~2013, we were authorized to grant up to 32.6 million shares under the Stock Incentive Plan. As of ~~September~~March 3031, ~~2012~~2013, we had 86 million shares remaining under the Stock Incentive Plan available ~~for~~ for grant. Option awards have a maximum contractual term of 10 years and generally must have an exercise price at least equal to the market price of our common stock on the date the option award is granted. Stock-based awards generally vest over a three-year period.

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15. STOCK-BASED COMPENSATION PLANS (Continued)

The compensation cost from continuing operations under the Stock Incentive Plan for our Company and Huntsman International were as follows (dollars in millions):

	Three months ended September 30,				Nine months ended September 30,
	Three months ended March 31,
	2012		2011		2012		2011
	2013		2012
Huntsman Corporation compensation costs	$	6	$	3	$	21	$	19
Huntsman Corporation compensation cost	$	8	$	10
Huntsman International compensation costs		6		2		20		17
Huntsman International compensation cost		7		9

The total income tax benefit recognized in the statements of operations for us and Huntsman International for stock-based compensation arrangements ~~was~~were $62 million and $53 million, respectively, for the ~~nine~~three months ended ~~September~~March 3031, ~~2012~~2013 and ~~2011, respectively~~2012.

STOCK OPTIONS

The fair value of each stock option award is estimated on the date of grant using the Black-Scholes valuation model that uses the assumptions noted in the following table. Expected volatilities are based on the historical volatility of our common stock through the grant date. The expected term of options granted was estimated based on the contractual term of the instruments and employees' expected exercise and post-vesting employment termination behavior. The risk-free rate for periods within the contractual life of the option was based on the U.S. Treasury yield curve in effect at the time of grant. The assumptions noted below represent the weighted average of the assumptions utilized for stock options granted during the periods.

	Three months ended September 30,					Nine months ended September 30,
	Three months ended March 31,
	2012		2011			2012			2011
	2013			2012
Dividend yield	NA	2.8	%	~~3.6~~	%3.0	%	~~3.0~~	%		~~2.3~~	%
Expected volatility	NA	62.6	%	~~65.0~~	%65.3	%	~~65.3~~	%		~~65.6~~	%
Risk-free interest rate	NA	1.0	%	~~1.8~~	%1.3	%	~~1.3~~	%		~~2.8~~	%
Expected life of stock options granted during the period	NA	5.6 years		~~6.6 years~~	6.6 years		~~6.6 years~~			~~6.6 years~~

~~During the three months ended September 30, 2012, no stock options were granted.~~ 51

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15. STOCK-BASED COMPENSATION PLANS (Continued)

A summary of stock option activity under the Stock Incentive Plan as of ~~September~~March 3031, ~~2012~~2013 and changes during the ~~nine~~three months then ended is presented below:

Option Awards	Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value
	(in thousands)					(years)		(in millions)
Outstanding at January 1, 2012		10,345		$	13.83
Outstanding at January 1, 2013		10,517		$	14.52
Granted		1,~~363~~190			1317.4185
Exercised		(~~661~~638	)		34.2526
Forfeited		(~~251~~102	)		1920.7693
Outstanding at September 30, 2012		10,796			14.29		5.6	$	41
Outstanding at March 31, 2013		10,967			15.42		5.6	$	48
Exercisable at September 30, 2012		8,643			14.27		4.8		38
Exercisable at March 31, 2013		8,579			15.27		4.5		42

The weighted-average grant-date fair value of stock options granted during the ~~nine~~three months ended ~~September~~March 3031, ~~2012~~2013 was $67.3692 per option. As of ~~September~~March 3031, ~~2012,~~ 2013, there was $1116 million of total unrecognized compensation cost related to nonvested stock option arrangements granted under the Stock Incentive Plan. That cost is expected to be recognized ~~over~~ over a weighted-average period of approximately 1.69 years.

The total intrinsic value of stock options exercised during the ~~nine~~three months ended ~~September~~March 3031, ~~2012~~2013 and ~~2011~~2012 was $79 million and $195 million, respectively.

NONVESTED SHARES

Nonvested shares granted under the Stock Incentive Plan consist of restricted stock, which is accounted for as an equity award, and phantom stock, which is accounted for as a liability award

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15. STOCK-BASED COMPENSATION PLANS (Continued)

because it can be settled in either stock or cash. A summary of the status of our nonvested shares as of ~~September~~March 3031, ~~2012~~2013 and changes during the ~~nine~~three months then ended is presented below:

	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, 2012		2,287		$	9.92		1,100		$	9.42
Nonvested at January 1, 2013		1,789		$	13.87		638		$	14.50
Granted		~~934~~774			1317.4185		~~383~~268			1317.4185
Vested		(~~1,395~~732)	(1)		714.0761		(~~760~~314	)		614.5357
Forfeited		~~(27~~—	)		~~15.26~~—		~~(63~~—	)		~~15.32~~—
Nonvested at September 30, 2012		1,799			13.86		660			14.51
Nonvested at March 31, 2013		1,831			15.26		592			15.88

(1)As of ~~September~~March 3031, ~~2012~~2013, a total of ~~516~~569,~~338~~279 restricted stock units were vested, of which 7252,~~161~~941 vested during the ~~nine~~three months ended ~~September~~ March 3031, ~~2012~~ 2013. These shares have not been reflected as vested shares in this table because, in accordance with the restricted stock unit agreements, shares of common stock are not issued for vested restricted stock units until termination of employment.

As of ~~September~~March 3031, ~~2012~~2013, there was $2131 million of total unrecognized compensation cost related to nonvested share compensation arrangements granted under the Stock ~~Incentive~~ Incentive Plan. That cost is expected to be recognized over a weighted-average period of approximately 1.2.1 years. The value of share awards that vested during the ~~nine~~three months ended ~~September~~ March 3031, ~~2012~~ 2013 and ~~2011~~2012 was $2117 million and $2321 million, respectively.

16. INCOME TAXES

We use the asset and liability method of accounting for income taxes. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial and tax reporting purposes. We evaluate deferred tax assets to determine whether it is more likely than not that they will be realized. Valuation allowances are reviewed on a tax jurisdiction basis to analyze whether there is sufficient positive or negative evidence to support a change in judgment about the realizability of the related deferred tax assets for each jurisdiction. These conclusions require significant judgment. In evaluating the objective evidence that historical results provide, we consider the cyclicality of businesses and cumulative income or losses during the applicable period. Cumulative losses incurred over the applicable period limits our ability to consider other subjective evidence such as our projections for the future. Changes in expected future income in applicable jurisdictions could affect the realization of deferred tax assets in those jurisdictions. During the ~~nine~~three months ended ~~September~~March 3031, ~~2012~~2013, on a discrete basis, we ~~changed~~released ~~our~~a ~~judgment~~valuation ~~about~~allowance of $1 million on certain ~~valuation~~net ~~allowances,~~deferred ~~primarily~~tax ~~related~~assets toin ~~operations~~Luxembourg. ofDuring ~~our~~the ~~Textile~~three ~~Effects~~months ~~segment~~ended March 31, ~~resulting~~2012, inwe recorded a net $1 million expense ~~benefit~~ for changes in valuation allowance related to certain net deferred assets in Guatemala, Indonesia, and China~~. In addition~~, ~~due~~with tono ~~changes~~change ingreater ~~certain~~than ~~intercompany~~$2 million. ~~operations, we increased our estimated future taxable income in Luxembourg and released valuation allowances of~~

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16. INCOME TAXES (Continued)

~~$12 million~~ During the three months ended March 31, 2013 and 2012, we recorded a net increase in unrecognized tax benefits with a corresponding income tax expense of $81 million onfor each ~~certain~~period, ~~net~~resulting ~~deferred~~from ~~assets~~the ~~during~~settlement of tax audits, the ~~nine~~effective ~~months~~settlement ~~ended~~of ~~September 30,~~certain ~~2012~~tax positions and ~~2011~~the expiration of statutes of limitations, ~~respectively~~net of additions.

During the ~~nine~~three months ended ~~September~~March 3031, 2012, we ~~recorded~~were granted a ~~net~~tax ~~increase~~holiday infor ~~unrecognized~~the ~~tax~~period ~~benefits~~from January 1, 2012 through December 31, 2016 with arespect ~~corresponding~~to certain income ~~tax~~from ~~expense~~Pigments products manufactured in Malaysia. We are required to make certain investments in order to enjoy the benefits of ~~$4 million,~~the tax holiday and ~~during~~we intend to make these investments. During the ~~nine~~three months ended ~~September~~March 3031, ~~2011~~2012, we recorded noa discrete benefit of $3 million from de-recognition of a net ~~change~~deferred intax ~~unrecognized~~liability that will reverse during the holiday period. The amount of tax ~~benefits~~benefit to be realized from the tax holiday is directly dependent on the amount of future pre-tax income generated. We expect that the effects of the tax holiday will not be material to our provision for income taxes.

During the nine months ended September 30, 2012, we were granted a tax holiday for the period from January 1, 2012 through December 31, 2016 with respect to certain income from Pigments products manufactured in Malaysia. We are required to make certain investments in order to enjoy the benefits of the tax holiday and we intend to make these investments. During the nine months ended September 30, 2012, we recorded a discrete benefit of $3 million from de-recognition of a net deferred tax liability that will reverse during the holiday period. The amount of tax benefit to be realized from the tax holiday is directly dependent on the amount of future pre-tax income generated. We expect that the effects of the tax holiday will not be material to our provision for income taxes.

During the nine months ended September 30, 2012, we recorded approximately $12 million of tax benefits on the approximately $50 million of restructuring, impairment and plant closing costs attributable to the significant restructuring of our Polyurethanes and Textile Effects segments. During the nine months ended September 30, 2011, we recorded approximately $2 million of tax benefits on the approximately $160 million of restructuring, impairment and plant closing costs attributable to the significant restructuring of our Textile Effects and Advanced Materials segments. The majority of these 2011 restructuring expenses relate to operations in Switzerland where we have a full valuation allowance on our net deferred tax assets.

Huntsman Corporation

~~Excluding~~We ~~the~~recorded ~~tax~~income ~~effects resulting from the net valuation allowance changes and restructuring costs, the net unrecognized~~ tax benefit ~~items~~ ~~and~~of ~~the~~$20 million ~~Malaysia~~and ~~tax holiday discussed above, we recorded~~ income tax expense of $~~210~~60 million ~~and $121 million~~ for the ~~nine~~three months ended ~~September~~ March 3031, ~~2012~~2013 and ~~2011~~2012, respectively. Our tax expense is affected by the mix of income and losses in the tax jurisdictions in which we operate, as impacted by the presence of valuation allowances in certain tax jurisdictions. Our 2013 effective tax rate is significantly impacted by anticipated losses in tax jurisdictions where we have a full valuation allowance.

Huntsman International

~~Excluding~~Huntsman ~~the~~International ~~tax~~recorded ~~effects~~income ~~resulting from the net valuation allowance changes and restructuring costs, the net unrecognized~~ tax benefit ~~items~~ ~~and~~of ~~the~~$18 million ~~Malaysia~~and ~~tax holiday discussed above, Huntsman International recorded~~ income tax expense of $~~212~~61 million ~~and $121 million~~ for the ~~nine~~ three months ended ~~September~~March 3031, ~~2012~~ 2013 and ~~2011~~2012, respectively. Our tax expense is affected by the mix of income and losses in the tax jurisdictions in which we operate, as impacted by the presence of valuation allowances in certain tax jurisdictions. Our 2013 effective tax rate is significantly impacted by anticipated losses in tax jurisdictions where we have a full valuation allowance.

17. NET (LOSS) INCOME PER SHARE

Basic (loss) income per share excludes dilution and is computed by dividing net (loss) income attributable to Huntsman Corporation common stockholders by the weighted average number of shares outstanding during the period. Diluted income per share reflects all potential dilutive common shares outstanding during the period and is computed by dividing net income available to Huntsman Corporation common stockholders by the weighted average number of shares outstanding during the period increased by the number of additional shares that would have been outstanding as dilutive securities.

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17. NET (LOSS) INCOME PER SHARE (Continued)

Basic and diluted (loss) income per share is determined using the following information (in millions):

	Three months ended March 31,

	2013			2012
Numerator:
Basic and diluted (loss) income from continuing operations:
Loss (income) from continuing operations attributable to Huntsman Corporation	$	(22	)	$	167

Basic and diluted net (loss) income:
Net (loss) income attributable to Huntsman Corporation	$	(24	)	$	163

Shares (denominator):
Weighted average shares outstanding		239.0			236.5
Dilutive securities:
Stock-based awards		—			3.6

Total weighted average shares outstanding, including dilutive shares		239.0			240.1

Additional stock-based awards of 7.0 million and 8.0 million weighted average equivalent shares of stock were outstanding during the three months ended March 31, 2013 and 2012, respectively. However, these stock-based awards were not included in the computation of diluted earnings per share for the three months ended March 31, 2013 and 2012 because the effect would be anti-dilutive.

18. OPERATING SEGMENT INFORMATION

We derive our revenues, earnings and cash flows from the manufacture and sale of a wide variety of differentiated chemical products. We have reported our operations through five segments: Polyurethanes, Performance Products, Advanced Materials, Textile Effects and Pigments. We have organized our business and derived our operating segments around differences in product lines.

The major products of each reportable operating segment are as follows:

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

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1718. ~~DISCONTINUED~~OPERATING ~~OPERATIONS~~ SEGMENT INFORMATION (Continued)

~~AUSTRALIAN~~ Sales between ~~STYRENICS~~segments ~~BUSINESS~~are ~~SHUTDOWN~~ generally recognized at external market prices and are eliminated in consolidation. We use EBITDA to measure the financial performance of our global business units and for reporting the results of our operating segments. This measure includes all operating items relating to the businesses. The EBITDA of operating segments excludes items that principally apply to our Company as a whole. The revenues and EBITDA for each of our reportable operating segments are as follows (dollars in millions):

During the first quarter of 2010, we ceased operation of our former Australian styrenics business. The following results of operations of our former Australian styrenics business have been presented as discontinued operations in the condensed consolidated statements of operations (unaudited) (dollars in millions):

	Three months ended March 31,

	2013			2012
Revenues:
Polyurethanes	$	1,182		$	1,213
Performance Products		722			814
Advanced Materials		336			340
Textile Effects		188			185
Pigments		330			424
Eliminations		(56	)		(63	)

Total	$	2,702		$	2,913

Huntsman Corporation:
Segment EBITDA(1):
Polyurethanes	$	167		$	171
Performance Products		49			89
Advanced Materials		3			31
Textile Effects		(27	)		(5	)
Pigments		3			146
Corporate and other(2)		(80	)		(41	)

Subtotal		115			391
Discontinued Operations(3)		(3	)		(1	)

Total		112			390
Interest expense, net		(51	)		(59	)
Income tax benefit (expense)—continuing operations		20			(60	)
Income tax benefit—discontinued operations		2			1
Depreciation and amortization		(107	)		(109	)

Net (loss) income attributable to Huntsman Corporation	$	(24	)	$	163

Huntsman International:
Segment EBITDA(1):
Polyurethanes	$	167		$	171
Performance Products		49			89
Advanced Materials		3			31
Textile Effects		(27	)		(5	)
Pigments		3			146
Corporate and other(2)		(79	)		(41	)

Subtotal		116			391
Discontinued Operations(3)		(3	)		(1	)

Total		113			390
Interest expense, net		(54	)		(61	)
Income tax benefit (expense)—continuing operations		18			(61	)
Income tax benefit—discontinued operations		2			1
Depreciation and amortization		(102	)		(103	)

Net (loss) income attributable to Huntsman International LLC	$	(23	)	$	166

	Three months ended September 30,						Nine months ended September 30,
	2012			2011			2012			2011
Revenues	$	10		$	10		$	28		$	28
Costs and expenses, net of credits		(11	)		7			(37	)		(34	)
Operating (loss) income		(1	)		17			(9	)		(6	)
Income tax (expense) benefit		—			(7	)		2			1
(Loss) income from discontinued operations, net of tax	$	(1	)	$	10		$	(7	)	$	(5	)

(1): Segment EBITDA is defined as net (loss) income attributable to Huntsman Corporation or Huntsman International, as appropriate, before interest, income tax, depreciation and amortization, and certain Corporate and other items.

In 2006, product defect actions were filed against our subsidiary, HCCA, in Australian courts relating to the sale and supply of vinyl ester resins that were used in the manufacture of fiberglass swimming pools. HCCA ceased manufacturing these specific resin formulations by 2004 and sold the business that manufactured and sold these resins in 2007.

During the first quarter of 2011, HCCA increased its estimate of probable loss related to these claims and recorded a liability for the full estimated value of the claims and a corresponding receivable relating to our indemnity protection with a net charge to discontinued operations for any potential shortfall in insurance coverage. Following mediation held in August 2011, HCCA and its insurers reached an agreement with two claimants to settle their claims for amounts within our insurance coverage after our self-insured retention was satisfied. Accordingly, during the third quarter of 2011, HCCA reduced its estimate of probable loss proportionately and reversed a portion of the liability related to this matter. The settlements were paid in the fourth quarter of 2011.

18. NET INCOME (LOSS) PER SHARE

Basic income (loss) per share excludes dilution and is computed by dividing net income (loss) attributable to Huntsman Corporation common stockholders by the weighted average number of shares outstanding during the period. Diluted income per share reflects all potential dilutive common shares outstanding during the period and is computed by dividing net income available to Huntsman Corporation common stockholders by the weighted average number of shares outstanding during the period increased by the number of additional shares that would have been outstanding as dilutive securities.

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HUNTSMAN CORPORATION AND SUBSIDIARIES

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

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

18. ~~NET~~OPERATING ~~INCOME~~SEGMENT ~~(LOSS)~~INFORMATION ~~PER SHARE~~ (Continued)

~~Basic~~ (2)Corporate and ~~diluted~~other includes unallocated corporate overhead, unallocated foreign exchange gains and losses, LIFO inventory valuation reserve adjustments, loss on early extinguishment of debt, unallocated restructuring, impairment and plant closing costs and non-operating income ~~per~~and ~~share~~expense. (3)The operating isresults ~~determined~~of ~~using~~our former polymers, base chemicals and Australian styrenics businesses are classified as discontinued operations, and, accordingly, the ~~following~~revenues ~~information~~of (these businesses are excluded for all periods presented. The EBITDA of our former polymers, base chemicals and Australian styrenics businesses are included in ~~millions):~~discontinued operations for all periods presented.

	Three months ended September 30,					Nine months ended September 30,
	2012		2011			2012		2011
Numerator:
Income (loss) from continuing operations:
Income (loss) from continuing operations attributable to Huntsman Corporation	$	116	$	(44	)	$	409	$	145
Net income (loss):
Net income (loss) attributable to Huntsman Corporation	$	116	$	(34	)	$	403	$	142
Denominator:
Shares
Weighted average shares outstanding		237.9		237.6			237.4		238.2
Dilutive securities:
Stock-based awards		2.9		—			2.9		4.4
Total weighted average shares outstanding, including dilutive shares		240.8		237.6			240.3		242.6

19. CONDENSED CONSOLIDATING FINANCIAL INFORMATION OF HUNTSMAN INTERNATIONAL LLC (UNAUDITED)

~~Additional~~ ~~stock-based~~ The ~~awards~~following ofcondensed ~~7.9 million~~consolidating ~~and~~financial ~~6.8 million~~statements ~~weighted~~(unaudited) ~~average~~present, ~~equivalent~~in ~~shares~~separate ofcolumns, ~~stock~~financial ~~were~~information ~~outstanding~~for ~~during~~the following: Huntsman International (on a parent only basis), with its investment in subsidiaries recorded under the ~~three~~equity ~~months~~method; ~~ended~~the ~~September 30~~Guarantors on a combined, ~~2012~~ and ~~2011,~~where ~~respectively~~appropriate, consolidated basis; and ~~additional~~the ~~stock-based~~nonguarantors ~~awards~~on ofa ~~9.3 million~~combined, and 6where appropriate, consolidated basis.~~7 million~~ ~~weighted~~Additional ~~average~~columns ~~equivalent~~present ~~shares~~eliminating adjustments and consolidated totals as of ~~stock~~March 31, ~~were~~2013 ~~outstanding~~and ~~during~~December 31, 2012 and for the ~~nine~~three months ended ~~September~~March 3031, ~~2012~~2013 and ~~2011, respectively~~2012. ~~However,~~There ~~these~~are ~~stock-based~~no ~~awards~~contractual ~~were~~restrictions ~~not~~limiting ~~included~~transfers inof cash from the ~~computation~~Guarantors to Huntsman International. Each of ~~diluted~~the ~~earnings~~Guarantors ~~per~~is ~~share~~100% ~~for~~owned ~~the~~by Huntsman ~~three~~International and ~~nine~~has ~~months~~fully ~~ended~~and ~~September 30,~~unconditionally ~~2012~~guaranteed ~~and~~Huntsman ~~2011~~International's ~~periods~~outstanding ~~because~~notes ~~the~~on ~~effect~~a ~~would~~joint beand ~~anti-dilutive~~several basis.

19. OPERATING SEGMENT INFORMATION

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HUNTSMAN CORPORATION AND SUBSIDIARIES

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

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

19. ~~OPERATING~~CONDENSED ~~SEGMENT~~CONSOLIDATING FINANCIAL INFORMATION OF HUNTSMAN INTERNATIONAL LLC (UNAUDITED) (Continued)

~~The~~ ~~major~~ ~~products~~ HUNTSMAN ofINTERNATIONAL LLC ~~each~~AND ~~reportable~~SUBSIDIARIES CONDENSED ~~operating~~CONSOLIDATING ~~segment~~BALANCE ~~are~~SHEETS as(UNAUDITED) AS ~~follows:~~OF MARCH 31, 2013 (Dollars in Millions)

Segment	Products
	Parent Company			Guarantors			Nonguarantors			Eliminations			Consolidated Huntsman International LLC
Polyurethanes	MDI, PO, polyols, PG, TPU, aniline and MTBE
ASSETS
Performance Products	amines, surfactants, LAB, maleic anhydride, other performance chemicals, EG, olefins and technology licenses
Current assets:
Advanced Materials	epoxy resin compounds and formulations; cross-linking, matting and curing agents; epoxy, acrylic and polyurethane-based adhesives and tooling resin formulations
Cash and cash equivalents	$	11		$	3		$	201		$	—		$	215
Textile Effects	textile chemicals and dyes
Restricted cash		—			—			9			—			9
Pigments	titanium dioxide
Accounts and notes receivable, net		33			145			1,416			—			1,594
Accounts receivable from affiliates		2,035			4,225			122			(6,074	)		308
Inventories		142			309			1,352			(6	)		1,797
Prepaid expenses		8			4			41			(6	)		47
Deferred income taxes		7			—			57			(13	)		51
Other current assets		207			5			207			(215	)		204
Total current assets		2,443			4,691			3,405			(6,314	)		4,225
Property, plant and equipment, net		362			899			2,298			2			3,561
Investment in unconsolidated affiliates		5,338			1,273			167			(6,542	)		236
Intangible assets, net		23			1			42			(1	)		65
Goodwill		(19	)		82			53			—			116
Deferred income taxes		264			—			220			(269	)		215
Notes receivable from affiliates		21			909			1			(930	)		1
Other noncurrent assets		83			189			171			(2	)		441
Total assets	$	8,515		$	8,044		$	6,357		$	(14,056	)	$	8,860
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable		84			266			751			—		$	1,101
Accounts payable to affiliates		3,233			1,431			1,461			(6,075	)		50
Accrued liabilities		53			367			470			(221	)		669
Deferred income taxes		—			45			9			(16	)		38
Note payable to affiliate		100			—			—			—			100
Current portion of debt		23			—			275			—			298
Total current liabilities		3,493			2,109			2,966			(6,312	)		2,256
Long-term debt		3,119			—			370			—			3,489
Notes payable to affiliates		740			—			933			(929	)		744
Deferred income taxes		—			135			60			(88	)		107
Other noncurrent liabilities		146			254			717			—			1,117
Total liabilities		7,498			2,498			5,046			(7,329	)		7,713
Equity
Huntsman International LLC members' equity
Members' equity		3,117			4,702			2,335			(7,037	)		3,117
Accumulated deficit		(1,277	)		(220	)		(411	)		631			(1,277	)
Accumulated other comprehensive (loss) income		(823	)		1,064			(708	)		(356	)		(823	)
Total Huntsman International LLC
members' equity		1,017			5,546			1,216			(6,762	)		1,017
Noncontrolling interests in subsidiaries		—			—			95			35			130
Total equity		1,017			5,546			1,311			(6,727	)		1,147
Total liabilities and equity	$	8,515		$	8,044		$	6,357		$	(14,056	)	$	8,860

Sales between segments are generally recognized at external market prices and are eliminated in consolidation. We use EBITDA to measure the financial performance of our global business units and for reporting the results of our operating segments. This measure includes all operating items relating to the businesses. The EBITDA of operating segments excludes items that principally apply to our

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HUNTSMAN CORPORATION AND SUBSIDIARIES

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

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

19. ~~OPERATING~~CONDENSED ~~SEGMENT~~CONSOLIDATING FINANCIAL INFORMATION OF HUNTSMAN INTERNATIONAL LLC (~~Continued~~UNAUDITED) (Continued)

~~Company~~ as HUNTSMAN aINTERNATIONAL LLC ~~whole.~~AND ~~The~~SUBSIDIARIES CONDENSED ~~revenues~~CONSOLIDATING ~~and~~BALANCE ~~EBITDA~~SHEETS ~~for~~(UNAUDITED) AS ~~each~~OF ofDECEMBER ~~our~~31, ~~reportable operating segments are as follows~~ 2012 (~~dollars~~Dollars in ~~millions~~Millions):

	Three months ended September 30,						Nine months ended September 30,
	Parent Company			Guarantors			Nonguarantors			Eliminations			Consolidated Huntsman International LLC
	2012			2011			2012			2011
ASSETS
Revenues
Current assets:
Polyurethanes	$	1,244		$	1,209		$	3,735		$	3,391
Cash and cash equivalents	$	7		$	2		$	201		$	—		$	210
Performance Products		742			846			2,319			2,546
Restricted cash		—			—			9			—			9
Advanced Materials		328			349			1,014			1,059
Accounts and notes receivable, net		16			182			1,336			—			1,534
Textile Effects		182			173			562			563
Accounts receivable from affiliates		1,733			3,907			101			(5,442	)		299
Pigments		319			455			1,150			1,243
Inventories		111			309			1,404			(5	)		1,819
Eliminations		(74	)		(56	)		(212	)		(213	)
Prepaid expenses		10			7			43			(12	)		48
Total	$	2,741		$	2,976		$	8,568		$	8,589
Deferred income taxes		7			—			57			(13	)		51
Huntsman Corporation
Other current assets		203			5			225			(211	)		222
Segment EBITDA(1)
Total current assets		2,087			4,412			3,376			(5,683	)		4,192
Polyurethanes	$	203		$	136		$	544		$	392
Property, plant and equipment, net		371			898			2,386			1			3,656
Performance Products		107			97			282			325
Investment in unconsolidated affiliates		5,413			1,360			159			(6,694	)		238
Advanced Materials		24			2			77			69
Intangible assets, net		27			2			42			(1	)		70
Textile Effects		(22	)		(157	)		(37	)		(175	)
Goodwill		(18	)		82			53			—			117
Pigments		69			161			346			357
Deferred income taxes		248			—			224			(243	)		229
Corporate and other(2)		(40	)		(52	)		(125	)		(196	)
Notes receivable from affiliates		21			941			2			(962	)		2
Subtotal		341			187			1,087			772
Other noncurrent assets		72			139			156			(1	)		366
Discontinued Operations(3)		—			17			(4	)		(6	)
Total assets	$	8,221		$	7,834		$	6,398		$	(13,583	)	$	8,870
Total		341			204			1,083			766
LIABILITIES AND EQUITY
Interest expense, net		(56	)		(63	)		(172	)		(187	)
Current liabilities:
Income tax expense—continuing operations		(61	)		(55	)		(186	)		(111	)
Accounts payable	$	87		$	280		$	734		$	—		$	1,101
Income tax (expense) benefit—discontinued operations		—			(7	)		2			1
Accounts payable to affiliates		2,987			1,111			1,406			(5,442	)		62
Depreciation and amortization		(108	)		(113	)		(324	)		(327	)
Accrued liabilities		87			342			518			(224	)		723
Net income (loss) attributable to Huntsman Corporation	$	116		$	(34	)	$	403		$	142
Deferred income taxes		—			45			9			(15	)		39
Huntsman International
Note payable to affiliate		100			—			—			—			100
Segment EBITDA(1)
Current portion of debt		15			—			273			—			288
Polyurethanes	$	203		$	136		$	544		$	392
Total current liabilities		3,276			1,778			2,940			(5,681	)		2,313
Performance Products		107			97			282			325
Long-term debt		3,026			—			388			—			3,414
Advanced Materials		24			2			77			69
Notes payable to affiliates		595			—			965			(961	)		599
Textile Effects		(22	)		(157	)		(37	)		(175	)
Deferred income taxes		14			169			49			(62	)		170
Pigments		69			161			346			357
Other noncurrent liabilities		216			190			751			—			1,157
Corporate and other(2)		(41	)		(52	)		(125	)		(196	)
Total liabilities		7,127			2,137			5,093			(6,704	)		7,653
Subtotal		340			187			1,087			772
Equity
Discontinued Operations(3)		—			17			(4	)		(6	)
Huntsman International LLC members' equity
Total		340			204			1,083			766
Members' equity		3,109			4,689			2,262			(6,951	)		3,109
Interest expense, net		(59	)		(66	)		(181	)		(197	)
Accumulated deficit		(1,224	)		(243	)		(354	)		597			(1,224	)
Income tax expense—continuing operations		(62	)		(55	)		(188	)		(111	)
Accumulated other comprehensive (loss) income		(791	)		1,251			(692	)		(559	)		(791	)
Income tax (expense) benefit—discontinued operations		—			(7	)		2			1
Total Huntsman International LLC members' equity		1,094			5,697			1,216			(6,913	)		1,094
Depreciation and amortization		(102	)		(107	)		(306	)		(310	)
Noncontrolling interests in subsidiaries		—			—			89			34			123
Net income (loss) attributable to Huntsman International	$	117		$	(31	)	$	410		$	149
Total equity		1,094			5,697			1,305			(6,879	)		1,217
Total liabilities and equity	$	8,221		$	7,834		$	6,398		$	(13,583	)	$	8,870

(1)Segment EBITDA is defined as net income (loss) attributable to Huntsman Corporation or Huntsman International, as appropriate, before interest, income tax, depreciation and amortization, and certain Corporate and other items.

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HUNTSMAN CORPORATION AND SUBSIDIARIES

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

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

19. ~~OPERATING~~CONDENSED ~~SEGMENT~~CONSOLIDATING FINANCIAL INFORMATION OF HUNTSMAN INTERNATIONAL LLC (UNAUDITED) (Continued)

~~(2)Corporate and~~ ~~other includes unallocated corporate overhead, unallocated foreign exchange gains and losses, LIFO inventory valuation reserve adjustments,~~ ~~loss~~ HUNTSMAN onINTERNATIONAL LLC ~~early~~AND ~~extinguishment~~SUBSIDIARIES CONDENSED ofCONSOLIDATING ~~debt,~~STATEMENTS ~~unallocated~~OF ~~restructuring,~~OPERATIONS ~~impairment~~AND ~~and~~COMPREHENSIVE ~~plant~~LOSS ~~closing costs, non-operating income and expense, benzene sales and gains and losses on the disposition of corporate assets.~~ (3UNAUDITED)~~The operating~~ THREE ~~results~~MONTHS ofENDED ~~our~~MARCH ~~former polymers~~31, ~~base~~2013 (Dollars chemicals and Australian styrenics businesses are classified as discontinued operations, and, accordingly, the revenues of these businesses are excluded for all periods presented. The EBITDA of our former polymers, base chemicals and Australian styrenics businesses are included in ~~discontinued~~Millions) ~~operations for all periods presented. For more information, see "Note 17. Discontinued Operations."~~

20. CONDENSED CONSOLIDATING FINANCIAL INFORMATION OF HUNTSMAN INTERNATIONAL LLC (UNAUDITED)

	Parent Company			Guarantors			Nonguarantors			Eliminations			Consolidated Huntsman International LLC

Revenues:
Trade sales, services and fees, net	$	242		$	784		$	1,609		$	—		$	2,635
Related party sales		198			116			331			(578	)		67

Total revenues		440			900			1,940			(578	)		2,702
Cost of goods sold		388			748			1,789			(576	)		2,349

Gross profit		52			152			151			(2	)		353
Selling, general and administrative		36			37			151			—			224
Research and development		11			9			16			—			36
Other operating expense (income)		6			6			(19	)		—			(7	)
Restructuring, impairment and plant closing (credits) costs		(1	)		7			38			—			44

Operating income (loss)		—			93			(35	)		(2	)		56
Interest (expense) income, net		(48	)		10			(16	)		—			(54	)
Equity in income of investment in affiliates and subsidiaries		22			(78	)		1			56			1
Loss on early extinguishment of debt		(35	)		—			—			—			(35	)

(Loss) income from continuing operations before income taxes		(61	)		25			(50	)		54			(32	)
Income tax benefit (expense)		39			(8	)		(13	)		—			18

(Loss) income from continuing operations		(22	)		17			(63	)		54			(14	)
(Loss) income from discontinued operations, net of tax		(1	)		1			(2	)		—			(2	)

Net (loss) income		(23	)		18			(65	)		54			(16	)
Net income attributable to noncontrolling interests		—			—			(7	)		—			(7	)

Net (loss) income attributable to Huntsman International LLC	$	(23	)	$	18		$	(72	)	$	54		$	(23	)

Net (loss) income	$	(23	)	$	18		$	(65	)	$	54		$	(16	)
Other comprehensive loss		(32	)		(188	)		(16	)		204			(32	)
Comprehensive income attributable to noncontrolling interests		—			—			(7	)		—			(7	)

Comprehensive loss attributable to Huntsman International LLC	$	(55	)	$	(170	)	$	(88	)	$	258		$	(55	)

The following condensed consolidating financial statements (unaudited) present, in separate columns, financial information for the following: Huntsman International (on a parent only basis), with its investment in subsidiaries recorded under the equity method; the Guarantors on a combined, and where appropriate, consolidated basis; and the nonguarantors on a combined, and where appropriate, consolidated basis. Additional columns present eliminating adjustments and consolidated totals as of September 30, 2012 and December 31, 2011 and for the three and nine months ended September 30, 2012 and 2011. There are no contractual restrictions limiting transfers of cash from the Guarantors to Huntsman International. Each of the Guarantors is 100% owned by Huntsman International and has fully and unconditionally guaranteed Huntsman International's outstanding notes on a joint and several basis.

Table of Contents

HUNTSMAN CORPORATION AND SUBSIDIARIES

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

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

2019. CONDENSED CONSOLIDATING FINANCIAL INFORMATION OF HUNTSMAN INTERNATIONAL LLC (UNAUDITED) (Continued)

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES CONDENSED CONSOLIDATING ~~BALANCE~~STATEMENTS ~~SHEETS~~OF OPERATIONS AND COMPREHENSIVE INCOME (UNAUDITED) ASTHREE OFMONTHS ~~SEPTEMBER~~ENDED 30MARCH 31, 2012 (Dollars in Millions)

	Parent Company			Guarantors			Nonguarantors			Eliminations			Consolidated Huntsman International LLC
ASSETS
Revenues:
Current assets:
Trade sales, services and fees, net	$	228		$	955		$	1,670		$	—		$	2,853
Cash and cash equivalents	$	4		$	3		$	264		$	—		$	271
Related party sales		181			105			287			(513	)		60
Restricted cash		—			—			9			—			9
Total revenues		409			1,060			1,957			(513	)		2,913
Accounts and notes receivable, net		34			146			1,446			—			1,626
Cost of goods sold		351			812			1,706			(510	)		2,359
Accounts receivable from affiliates		1,621			3,933			119			(5,410	)		263
Gross profit		58			248			251			(3	)		554
Inventories		91			312			1,411			(7	)		1,807
Selling, general and administrative		52			26			141			—			219
Prepaid expenses		9			11			61			(18	)		63
Research and development		11			9			19			—			39
Deferred income taxes		6			—			49			(15	)		40
Other operating (income) expense		(2	)		(5	)		12			—			5
Other current assets		218			4			230			(218	)		234
Operating (loss) income		(3	)		218			79			(3	)		291
Total current assets		1,983			4,409			3,589			(5,668	)		4,313
Interest (expense) income, net		(51	)		10			(20	)		—			(61	)
Property, plant and equipment, net		375			859			2,297			—			3,531
Equity in income of investment in affiliates and subsidiaries		201			52			2			(253	)		2
Investment in unconsolidated affiliates		5,875			1,670			134			(7,456	)		223
Loss on early extinguishment of debt		(1	)		—			—			—			(1	)
Intangible assets, net		30			2			47			(4	)		75
Income from continuing operations before income taxes		146			280			61			(256	)		231
Goodwill		(16	)		82			41			—			107
Income tax benefit (expense)		19			(75	)		(5	)		—			(61	)
Deferred income taxes		66			—			189			(65	)		190
Income from continuing operations		165			205			56			(256	)		170
Notes receivable from affiliates		20			928			2			(948	)		2
Income (loss) from discontinued operations, net of tax		1			(1	)		(4	)		—			(4	)
Other noncurrent assets		84			133			267			—			484
Net income		166			204			52			(256	)		166
Total assets	$	8,417		$	8,083		$	6,566		$	(14,141	)	$	8,925
Net income attributable to noncontrolling interests		—			—			(1	)		1			—
LIABILITIES AND EQUITY
Net income attributable to Huntsman International LLC	$	166		$	204		$	51		$	(255	)	$	166
Current liabilities:
Net income	$	166		$	204		$	52		$	(256	)	$	166
Accounts payable	$	55		$	251		$	711		$	—		$	1,017
Other comprehensive income		93			156			80			(234	)		95
Accounts payable to affiliates		2,955			1,119			1,386			(5,409	)		51
Comprehensive income attributable to noncontrolling interests		—			—			(2	)		—			(2	)
Accrued liabilities		91			353			509			(235	)		718
Comprehensive income attributable to Huntsman International LLC	$	259		$	360		$	130		$	(490	)	$	259
Deferred income taxes		—			39			7			(17	)		29
Note payable to affiliate		100			—			—			—			100
Current portion of debt		24			—			106			—			130
Total current liabilities		3,225			1,762			2,719			(5,661	)		2,045
Long-term debt		2,995			—			555			—			3,550
Notes payable to affiliates		607			—			952			(949	)		610
Deferred income taxes		—			144			94			34			272
Other noncurrent liabilities		173			152			582			—			907
Total liabilities		7,000			2,058			4,902			(6,576	)		7,384
Equity
Huntsman International LLC members' equity:
Members' equity		3,103			4,732			2,349			(7,081	)		3,103
Accumulated deficit		(1,155	)		(289	)		(295	)		584			(1,155	)
Accumulated other comprehensive (loss) income		(531	)		1,582			(471	)		(1,111	)		(531	)
Total Huntsman International LLC members' equity		1,417			6,025			1,583			(7,608	)		1,417
Noncontrolling interests in subsidiaries		—			—			81			43			124
Total equity		1,417			6,025			1,664			(7,565	)		1,541
Total liabilities and equity	$	8,417		$	8,083		$	6,566		$	(14,141	)	$	8,925

Table of Contents

HUNTSMAN CORPORATION AND SUBSIDIARIES

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

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

2019. CONDENSED CONSOLIDATING FINANCIAL INFORMATION OF HUNTSMAN INTERNATIONAL LLC (UNAUDITED) (Continued)

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES CONDENSED CONSOLIDATING ~~BALANCE~~STATEMENTS ~~SHEETS~~OF CASH FLOWS (UNAUDITED) ASTHREE OFMONTHS ~~DECEMBER~~ENDED MARCH 31, ~~2011~~2013 (Dollars in Millions)

	Parent Company			Guarantors			Nonguarantors			Eliminations			Consolidated Huntsman International LLC
ASSETS
Net cash (used in) provided by operating activities	$	(84	)	$	24		$	(15	)	$	—		$	(75	)
Current assets:
Investing activities:
Cash and cash equivalents	$	4		$	—		$	227		$	—		$	231
Capital expenditures		(8	)		(22	)		(59	)		—			(89	)
Restricted cash		—			—			8			—			8
Increase in receivable from affiliate		(3	)		—			—			—			(3	)
Accounts and notes receivable, net		13			151			1,365			—			1,529
Investment in affiliate		(79	)		(4	)		—			83			—
Accounts receivable from affiliates		1,105			3,041			93			(4,091	)		148
Investment in unconsolidated affiliates		—			(5	)		—			—			(5	)
Inventories		105			271			1,167			(4	)		1,539
Cash received from unconsolidated affiliates		—			15			—			—			15
Prepaid expenses		9			7			43			(13	)		46
Acquisition of a business		—			—			(7	)		—			(7	)
Deferred income taxes		6			—			49			(15	)		40
Other, net		—			—			1			—			1
Other current assets		90			9			222			(101	)		220
Net cash used in investing activities		(90	)		(16	)		(65	)		83			(88	)
Total current assets		1,332			3,479			3,174			(4,224	)		3,761
Financing activities:
Property, plant and equipment, net		393			868			2,247			2			3,510
Net borrowings on overdraft facilities		—			—			1			—			1
Investment in unconsolidated affiliates		5,286			1,460			147			(6,691	)		202
Repayments of short-term debt		—			—			(5	)		—			(5	)
Intangible assets, net		42			2			52			(3	)		93
Borrowings on short-term debt		—			—			13			—			13
Goodwill		(16	)		82			48			—			114
Repayments of long-term debt		(393	)		—			(20	)		—			(413	)
Deferred income taxes		154			—			191			(182	)		163
Proceeds from issuance of long-term debt		470			—			3			—			473
Notes receivable from affiliates		20			920			5			(940	)		5
Proceeds from notes payable to affiliate		145			—			—			—			145
Other noncurrent assets		81			137			264			—			482
Repayments of notes payable		(9	)		—			(1	)		—			(10	)
Total assets	$	7,292		$	6,948		$	6,128		$	(12,038	)	$	8,330
Call premiums and other costs related to early extinguishment of debt		(4	)		—			—			—			(4	)
LIABILITIES AND EQUITY
Contribution from parent		—			4			90			(94	)		—
Current liabilities:
Distribution to parent		—			(11	)		—			11			—
Accounts payable	$	53		$	205		$	604		$	—		$	862
Dividends paid to parent		(30	)		—			—			—			(30	)
Accounts payable to affiliates		2,244			822			1,089			(4,091	)		64
Excess tax benefit related to stock-based compensation		1			—			—			—			1
Accrued liabilities		117			204			487			(114	)		694
Other, net		(2	)		—			1			—			(1	)
Deferred income taxes		—			39			7			(17	)		29
Net cash provided by (used in) financing activities		178			(7	)		82			(83	)		170
Note payable to affiliate		100			—			—			—			100
Effect of exchange rate changes on cash		—			—			(2	)		—			(2	)
Current portion of debt		33			—			179			—			212
Increase in cash and cash equivalents		4			1			—			—			5
Total current liabilities		2,547			1,270			2,366			(4,222	)		1,961
Cash and cash equivalents at beginning of period		7			2			201			—			210
Long-term debt		3,128			—			602			—			3,730
Cash and cash equivalents at end of period	$	11		$	3		$	201		$	—		$	215
Notes payable to affiliates		435			—			944			(940	)		439
Deferred income taxes		9			79			98			(80	)		106
Other noncurrent liabilities		196			163			644			—			1,003
Total liabilities		6,315			1,512			4,654			(5,242	)		7,239
Equity
Huntsman International LLC members' equity:
Members' equity		3,081			4,754			2,343			(7,097	)		3,081
Accumulated deficit		(1,493	)		(820	)		(396	)		1,216			(1,493	)
Accumulated other comprehensive (loss) income		(611	)		1,502			(546	)		(956	)		(611	)
Total Huntsman International LLC members' equity		977			5,436			1,401			(6,837	)		977
Noncontrolling interests in subsidiaries		—			—			73			41			114
Total equity		977			5,436			1,474			(6,796	)		1,091
Total liabilities and equity	$	7,292		$	6,948		$	6,128		$	(12,038	)	$	8,330

Table of Contents

HUNTSMAN CORPORATION AND SUBSIDIARIES

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

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

2019. CONDENSED CONSOLIDATING FINANCIAL INFORMATION OF HUNTSMAN INTERNATIONAL LLC (UNAUDITED) (Continued)

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF ~~OPERATIONS~~CASH FLOWS (UNAUDITED) THREE MONTHS ENDED ~~SEPTEMBER~~MARCH 3031, 2012 (Dollars in Millions)

	Parent Company			Guarantors			Nonguarantors			Eliminations			Consolidated Huntsman International LLC
Revenues:
Net cash provided by operating activities	$	96		$	50		$	43		$	—		$	189
Trade sales, services and fees, net	$	240		$	838		$	1,613		$	—		$	2,691
Investing activities:
Related party sales		187			92			306			(535	)		50
Capital expenditures		(5	)		(17	)		(59	)		—			(81	)
Total revenues		427			930			1,919			(535	)		2,741
Increase in receivable from affiliate		(20	)		—			—			—			(20	)
Cost of goods sold		362			689			1,706			(558	)		2,199
Investment in affiliate		(55	)		(9	)		(1	)		65			—
Gross profit		65			241			213			23			542
Investment in unconsolidated affiliate		—			(34	)		—			—			(34	)
Selling, general and administrative		43			25			152			—			220
Cash received from unconsolidated affiliates		—			15			—			—			15
Research and development		10			9			16			—			35
Acquisition of a business		—			—			(2	)					(2	)
Other operating (income) expense		(1	)		(5	)		4			2			—
Increase in restricted cash		—			—			(8	)		—			(8	)
Restructuring, impairment and plant closing costs (credits)		1			(1	)		47			—			47
Other, net		—			—			1			—			1
Operating income (loss)		12			213			(6	)		21			240
Net cash used in investing activities		(80	)		(45	)		(69	)		65			(129	)
Interest (expense) income, net		(52	)		10			(17	)		—			(59	)
Financing activities:
Equity in income (loss) of investment in affiliates and subsidiaries		146			(20	)		3			(127	)		2
Net repayments under revolving loan facilities		—			—			(17	)		—			(17	)
Loss on early extinguishment of debt		(1	)		—			—			—			(1	)
Net borrowings on overdraft facilities		—			—			3			—			3
Other income		—			21			1			(21	)		1
Repayments of short-term debt		—			—			(4	)		—			(4	)
Income (loss) from continuing operations before income taxes		105			224			(19	)		(127	)		183
Repayments of long-term debt		(86	)		—			(23	)		—			(109	)
Income tax benefit (expense)		11			(80	)		7			—			(62	)
Proceeds from notes payable to affiliate		102			—			—			—			102
Income (loss) from continuing operations		116			144			(12	)		(127	)		121
Repayments of notes payable		(9	)		—			(8	)		—			(17	)
Income (loss) from discontinued operations, net of tax		1			—			(2	)		—			(1	)
Borrowings on notes payable		—			—			1			—			1
Income (loss) before extraordinary gain		117			144			(14	)		(127	)		120
Debt issuance costs paid		(4	)		—			—			—			(4	)
Extraordinary gain on the acquisition of a business, net of tax of nil		—			—			1			—			1
Call premiums related to early extinguishment of debt		(1	)		—			—			—			(1	)
Net income (loss)		117			144			(13	)		(127	)		121
Contribution from parent		—			9			67			(76	)		—
Net loss (income) attributable to noncontrolling interests		—			1			(6	)		1			(4	)
Distribution to parent		—			(11	)		—			11			—
Net income (loss) attributable to Huntsman International LLC	$	117		$	145		$	(19	)	$	(126	)	$	117
Dividends paid to parent		(24	)		—			—			—			(24	)
Net income (loss)	$	117		$	144		$	(13	)	$	(127	)	$	121
Excess tax benefit related to stock-based compensation		4			—			—			—			4
Other comprehensive income		107			61			87			(146	)		109
Other, net		—			—			1			—			1
Comprehensive income (loss) attributable to noncontrolling interests		—			1			(8	)		1			(6	)
Net cash (used in) provided by financing activities		(18	)		(2	)		20			(65	)		(65	)
Comprehensive income attributable to Huntsman International LLC	$	224		$	206		$	66		$	(272	)	$	224
Effect of exchange rate changes on cash		—			—			4			—			4
(Decrease) increase in cash and cash equivalents		(2	)		3			(2	)		—			(1	)
Cash and cash equivalents at beginning of period		4			—			227			—			231
Cash and cash equivalents at end of period	$	2		$	3		$	225		$	—		$	230

Table of Contents

HUNTSMAN CORPORATION AND SUBSIDIARIES

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

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

20. CONDENSED CONSOLIDATING FINANCIAL INFORMATION OF HUNTSMAN INTERNATIONAL LLC (UNAUDITED) (Continued)

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS (UNAUDITED) THREE MONTHS ENDED SEPTEMBER 30, 2011 (Dollars in Millions)

	Parent Company			Guarantors			Nonguarantors			Eliminations			Consolidated Huntsman International LLC
Revenues:
Trade sales, services and fees, net	$	247		$	870		$	1,803		$	3		$	2,923
Related party sales		161			117			299			(524	)		53
Total revenues		408			987			2,102			(521	)		2,976
Cost of goods sold		360			821			1,827			(527	)		2,481
Gross profit		48			166			275			6			495
Selling, general and administrative		35			20			161			—			216
Research and development		13			9			20			—			42
Other operating (income) expense		(2	)		15			(14	)		—			(1	)
Restructuring, impairment and plant closing costs		—			—			155			—			155
Operating income (loss)		2			122			(47	)		6			83
Interest (expense) income, net		(54	)		11			(23	)		—			(66	)
Equity in income (loss) of investment in affiliates and subsidiaries		19			(73	)		2			54			2
Loss on early extinguishment of debt		(2	)		—			—			—			(2	)
Other expense		—			—			—			(1	)		(1	)
(Loss) income from continuing operations before income taxes		(35	)		60			(68	)		59			16
Income tax benefit (expense)		11			(46	)		(20	)		—			(55	)
(Loss) income from continuing operations		(24	)		14			(88	)		59			(39	)
(Loss) income from discontinued operations, net of tax		(7	)		(1	)		18			—			10
Net (loss) income		(31	)		13			(70	)		59			(29	)
Net income attributable to noncontrolling interests		—			(1	)		(1	)		—			(2	)
Net (loss) income attributable to Huntsman International LLC	$	(31	)	$	12		$	(71	)	$	59		$	(31	)
Net (loss) income	$	(31	)	$	13		$	(70	)	$	59		$	(29	)
Other comprehensive loss		(194	)		(167	)		(184	)		351			(194	)
Comprehensive income attributable to noncontrolling interests		—			—			(2	)		—			(2	)
Comprehensive loss attributable to Huntsman International LLC	$	(225	)	$	(154	)	$	(256	)	$	410		$	(225	)

Table of Contents

HUNTSMAN CORPORATION AND SUBSIDIARIES

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

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

20. CONDENSED CONSOLIDATING FINANCIAL INFORMATION OF HUNTSMAN INTERNATIONAL LLC (UNAUDITED) (Continued)

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS (UNAUDITED) NINE MONTHS ENDED SEPTEMBER 30, 2012 (Dollars in Millions)

	Parent Company			Guarantors			Nonguarantors			Eliminations			Consolidated Huntsman International LLC
Revenues:
Trade sales, services and fees, net	$	718		$	2,654		$	5,034		$	—		$	8,406
Related party sales		536			346			884			(1,604	)		162
Total revenues		1,254			3,000			5,918			(1,604	)		8,568
Cost of goods sold		1,071			2,300			5,170			(1,601	)		6,940
Gross profit		183			700			748			(3	)		1,628
Selling, general and administrative		142			76			451			—			669
Research and development		32			27			53			—			112
Other operating (income) expense		(4	)		2			7			2			7
Restructuring, impairment and plant closing costs		2			—			50			—			52
Operating income		11			595			187			(5	)		788
Interest (expense) income, net		(155	)		31			(57	)		—			(181	)
Equity in income of investment in affiliates and subsidiaries		531			102			6			(634	)		5
Loss on early extinguishment of debt		(2	)		—			—			—			(2	)
Other (expense) income		(22	)		21			2			1			2
Income from continuing operations before income taxes		363			749			138			(638	)		612
Income tax benefit (expense)		44			(214	)		(18	)		—			(188	)
Income from continuing operations		407			535			120			(638	)		424
Income (loss) from discontinued operations, net of tax		3			—			(10	)		—			(7	)
Income before extraordinary gain		410			535			110			(638	)		417
Extraordinary gain on the acquisition of a business, net of tax of nil		—			—			1			—			1
Net income		410			535			111			(638	)		418
Net income attributable to noncontrolling interests		—			—			(11	)		3			(8	)
Net income attributable to Huntsman International LLC	$	410		$	535		$	100		$	(635	)	$	410
Net income	$	410		$	535		$	111		$	(638	)	$	418
Other comprehensive income		80			80			72			(150	)		82
Comprehensive income attributable to noncontrolling interests		—			—			(10	)		—			(10	)
Comprehensive income attributable to Huntsman International LLC	$	490		$	615		$	173		$	(788	)	$	490

Table of Contents

HUNTSMAN CORPORATION AND SUBSIDIARIES

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

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

20. CONDENSED CONSOLIDATING FINANCIAL INFORMATION OF HUNTSMAN INTERNATIONAL LLC (UNAUDITED) (Continued)

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS (UNAUDITED) NINE MONTHS ENDED SEPTEMBER 30, 2011 (Dollars in Millions)

	Parent Company			Guarantors			Nonguarantors			Eliminations			Consolidated Huntsman International LLC
Revenues:
Trade sales, services and fees, net	$	682		$	2,534		$	5,229		$	—		$	8,445
Related party sales		353			400			868			(1,477	)		144
Total revenues		1,035			2,934			6,097			(1,477	)		8,589
Cost of goods sold		901			2,403			5,283			(1,463	)		7,124
Gross profit		134			531			814			(14	)		1,465
Selling, general and administrative		119			77			492			—			688
Research and development		37			25			61			—			123
Other operating expense (income)		31			(23	)		(1	)		—			7
Restructuring, impairment and plant closing costs		—			—			171			—			171
Operating (loss) income		(53	)		452			91			(14	)		476
Interest (expense) income, net		(164	)		32			(65	)		—			(197	)
Equity in income (loss) of investment in affiliates and subsidiaries		300			(12	)		7			(289	)		6
Loss on early extinguishment of debt		(5	)		—			—			—			(5	)
Other expense		(16	)		—			—			16			—
Income from continuing operations before income taxes		62			472			33			(287	)		280
Income tax benefit (expense)		87			(166	)		(32	)		—			(111	)
Income from continuing operations		149			306			1			(287	)		169
Loss from discontinued operations, net of tax		—			(1	)		(4	)		—			(5	)
Income (loss) before extraordinary gain		149			305			(3	)		(287	)		164
Extraordinary gain on the acquisition of a business, net of tax of nil		—			—			2			—			2
Net income (loss)		149			305			(1	)		(287	)		166
Net income attributable to noncontrolling interests		—			(2	)		(9	)		(6	)		(17	)
Net income (loss) attributable to Huntsman International LLC	$	149		$	303		$	(10	)	$	(293	)	$	149
Net income (loss)	$	149		$	305		$	(1	)	$	(287	)	$	166
Other comprehensive (loss) income		(36	)		141			(77	)		(63	)		(35	)
Comprehensive income attributable to noncontrolling interests		—			(1	)		(11	)		(6	)		(18	)
Comprehensive income (loss) attributable to Huntsman International LLC	$	113		$	445		$	(89	)	$	(356	)	$	113

Table of Contents

HUNTSMAN CORPORATION AND SUBSIDIARIES

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

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

20. CONDENSED CONSOLIDATING FINANCIAL INFORMATION OF HUNTSMAN INTERNATIONAL LLC (UNAUDITED) (Continued)

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (UNAUDITED) NINE MONTHS ENDED SEPTEMBER 30, 2012 (Dollars in Millions)

	Parent Company					Nonguarantors			Eliminations			Consolidated Huntsman International LLC
Net cash provided by operating activities	$	161		124		$	349		$	(1	)	$	633
Investing activities:
Capital expenditures		(14	)	(55	)		(179	)		—			(248	)
Cash paid for acquisition of a business		—		—			(17	)		(1	)		(18	)
Increase in receivable from affiliate		(97	)	—			—			—			(97	)
Investment in affiliate		23		(11	)		—			(12	)		—
Investment in unconsolidated affiliate		(3	)	(81	)		—			—			(84	)
Cash received from unconsolidated affiliates		—		51			—			—			51
Increase in restricted cash		—		—			(2	)		—			(2	)
Other, net		—		—			2			—			2
Net cash used in investing activities		(91	)	(96	)		(196	)		(13	)		(396	)
Financing activities:
Net repayments under revolving loan facilities		—		—			(16	)		—			(16	)
Net borrowings on overdraft facilities		—		—			2			—			2
Repayments of short-term debt		—		—			(40	)		—			(40	)
Repayments of long-term debt		(175	)	—			(67	)		—			(242	)
Proceeds from issuance of long-term debt		—		—			3			—			3
Proceeds from notes payable to affiliate		172		—			—			—			172
Repayments of notes payable		(24	)	—			(9	)		—			(33	)
Borrowings on notes payable		33		—			1			—			34
Debt issuance costs paid		(4	)	—			—			—			(4	)
Call premiums related to early extinguishment of debt		(2	)	—			—			—			(2	)
Contribution from parent		—		11			11			(22	)		—
Distribution to parent		—		(35	)		—			35			—
Dividends paid to parent		(72	)	(1	)		(1	)		2			(72	)
Excess tax benefit related to stock-based compensation		4		—			—			—			4
Other, net		(2	)	—			(2	)		(1	)		(5	)
Net cash used in financing activities		(70	)	(25	)		(118	)		14			(199	)
Effect of exchange rate changes on cash		—		—			2			—			2
Increase in cash and cash equivalents		—		3			37			—			40
Cash and cash equivalents at beginning of period		4		—			227			—			231
Cash and cash equivalents at end of period	$	4		3		$	264		$	—		$	271

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HUNTSMAN CORPORATION AND SUBSIDIARIES

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

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

20. CONDENSED CONSOLIDATING FINANCIAL INFORMATION OF HUNTSMAN INTERNATIONAL LLC (UNAUDITED) (Continued)

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (UNAUDITED) NINE MONTHS ENDED SEPTEMBER 30, 2011 (Dollars in Millions)

	Parent Company			Guarantors			Nonguarantors			Eliminations			Consolidated Huntsman International LLC
Net cash provided by (used in) operating activities	$	128		$	69		$	(125	)	$	(4	)	$	68
Investing activities:
Capital expenditures		(15	)		(41	)		(161	)		—			(217	)
Proceeds from settlements treated as reimbursement of capital expenditures		—			—			3			—			3
Cash assumed in connection with the initial consolidation of a variable interest entity		—			—			28			—			28
Cash paid for acquisition of a business		—			—			(23	)		—			(23	)
Proceeds from sale of business/assets		—			—			7			—			7
Increase in receivable from affiliate		(35	)		—			—			—			(35	)
Investment in affiliate		(138	)		(4	)		—			142			—
Investment in unconsolidated affiliate		—			(17	)		—			—			(17	)
Cash received from unconsolidated affiliates		—			19			—			—			19
Other, net		1			—			(4	)		3			—
Net cash used in investing activities		(187	)		(43	)		(150	)		145			(235	)
Financing activities:
Net borrowings on overdraft facilities		—			—			10			—			10
Repayments of short-term debt		—			—			(151	)		—			(151	)
Borrowings on short-term debt		—			—			126			—			126
Repayments of long-term debt		(212	)		—			(75	)		—			(287	)
Proceeds from issuance of long-term debt		—			—			89			—			89
Proceeds from notes payable to affiliate		105			—			—			—			105
Repayments of notes payable		(23	)		—			(1	)		—			(24	)
Borrowings on notes payable		33			—			2			—			35
Debt issuance costs paid		(7	)		—			—			—			(7	)
Call premiums related to early extinguishment of debt		(5	)		—			—			—			(5	)
Contribution from parent		—			(32	)		174			(142	)		—
Dividends paid to noncontrolling interest		—			—			(5	)		—			(5	)
Dividends paid to parent		(56	)		(1	)		—			1			(56	)
Excess tax benefit related to stock-based compensation		10			—			—			—			10
Other, net		—			—			3			—			3
Net cash (used in) provided by financing activities		(155	)		(33	)		172			(141	)		(157	)
Effect of exchange rate changes on cash		—			—			(3	)		—			(3	)
Decrease in cash and cash equivalents		(214	)		(7	)		(106	)		—			(327	)
Cash and cash equivalents at beginning of period		220			9			332			—			561
Cash and cash equivalents at end of period	$	6		$	2		$	226		$	—		$	234

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HUNTSMAN CORPORATION AND SUBSIDIARIES

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

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

21. SUBSEQUENT EVENTS

On October 31, 2012, we prepaid $50 million of our Term Loan B.

On November 2, 2012, Huntsman International announced its intention to issue approximately $300 million of Senior Notes due 2020. We expect to use the net proceeds from this offering, together with existing cash, to redeem a portion of our existing Senior Notes due 2016. In connection with this offering, we expect to record a loss on early extinguishment of debt of approximately $55 million.

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENTS

With respect to Huntsman Corporation, certain information set forth in this report contains "forward-looking statements" within the meaning of the federal securities laws. Huntsman International is a limited liability company, and, pursuant to Section 21E(b)(2)(E) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the safe harbor for certain forward-looking statements is inapplicable to it. Forward-looking statements include statements concerning our plans, objectives, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions and other information that is not historical information. In some cases, forward-looking statements can be identified by terminology such as "believes," "expects," "may," "should," "anticipates," or "intends" or the negative of such terms or other comparable terminology, or by discussions of strategy. We may also make additional forward-looking statements from time to time. All such subsequent forward-looking statements, whether written or oral, by us or on our behalf, are also expressly qualified by these cautionary statements.

All forward-looking statements, including without limitation management's examination of historical operating trends, are based upon our current expectations and various assumptions. Our expectations, beliefs and projections are expressed in good faith and we believe there is a reasonable basis for them, but there can be no assurance that management's expectations, beliefs and projections will result or be achieved. All forward-looking statements apply only as of the date made. We undertake no obligation to publicly update or revise forward-looking statements which may be made to reflect events or circumstances after the date made or to reflect the occurrence of unanticipated events.

There are a number of risks and uncertainties that could cause our actual results to differ materially from the forward-looking statements contained in or contemplated by this report. Any forward-looking statements should be considered in light of the risks referenced in "Part I. Item 1A. Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, ~~2011~~2012.

OVERVIEW

Business

~~OUTLOOK~~RECENT DEVELOPMENTS

~~During~~On ~~the~~April 29, ~~third quarter of 2012~~2013, weHuntsman ~~experienced~~International ~~increased~~entered ~~earnings~~into inamendments ~~all~~to ~~segments~~its ~~other~~U.S. ~~than~~A/R ~~Pigments~~Program ~~compared~~and toits ~~the~~EU ~~prior~~A/R ~~year~~Program. These ~~While~~amendments, ~~the~~among ~~factors~~other wethings, ~~describe~~extend ~~below~~the ~~are~~scheduled ~~subject~~commitment ~~to general~~

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~~economic~~termination ~~conditions,~~date weof ~~expect~~the ~~continued~~loan ~~near~~facilities ~~term~~under ~~earnings pressure on~~ our ~~Pigments~~A/R ~~segment~~Programs ~~due~~ to ~~soft~~April ~~demand~~2016. ~~and~~For ~~higher~~more ~~raw material costs~~information, ~~though~~see ~~we anticipate that earnings improvements across all of our other segments will offset this pressure~~"Note 7. ~~Over~~Debt—Direct ~~time,~~and weSubsidiary ~~expect~~Debt—Amendments ~~MDI margins in our Polyurethanes segment~~ to ~~improve as utilization rates tighten. We anticipate that the future benefits from~~A/R ~~our ongoing restructuring and cost cutting efforts will result in a lower cost structure in 2013~~Programs."

On March 11, 2013, Huntsman International entered into an eighth amendment to its Senior Credit Facilities. The amendment provided for an additional term loan of ~~following~~$225 million, ~~summarizes~~the ~~trends~~net proceeds of which were used to repay in full the remaining $193 million principal amount outstanding under our Term Loan B and ~~key~~for ~~considerations~~general ~~that~~corporate ~~could~~purposes. ~~impact~~We recognized ~~future~~a ~~performance~~loss on early extinguishment of debt of approximately $1 million on this redemption. The additional term loan has identical terms to our ~~operating~~Extended ~~segments:~~Term Loan B. See "Note 7. Debt—Direct and Subsidiary Debt—Amendment to Credit Agreement."

On March 4, 2013, Huntsman International, pursuant to an indenture entered into on November 19, 2012, issued $250 million aggregate principal amount of additional 2020 Senior Notes. Huntsman International applied the net proceeds to redeem the remaining $200 million in aggregate principal amount of its 2016 Senior Notes, to pay associated accrued interest and for general corporate purposes. We recognized a loss on early extinguishment of debt of approximately $34 million on this redemption. For more information, see "Note 7. Debt—Direct and Subsidiary Debt—Notes."

During the first quarter of 2013, we successfully completed the scheduled maintenance of our olefins and ethylene oxide facilities in Port Neches, Texas. This significant maintenance occurs approximately every four years at this facility. The total estimated impact on first quarter 2013 EBITDA related to this scheduled maintenance was approximately $55 million.

OUTLOOK

During the first quarter of 2013, we saw a meaningful improvement in our MDI polyurethane margins. We expect this trend to continue as industry fundamentals improve. With the successful restart of our Port Neches, Texas facility and our ongoing restructuring and cost cutting efforts, we expect year-over-year improvement collectively across all segments other than Pigments.

The following summarizes trends and key considerations that could impact the future performance of our operating segments:

Polyurethanes:

•: Improving MDI demand
•: Restructuring benefit
•: Continued strong demand for MTBE
•: Force majeure at our MDI facility in Rotterdam, The Netherlands in the second quarter of 2013
•: 2013 Adjusted EBITDA similar to 2012

Performance Products:

•: U.S. Gulf Coast raw material cost advantage
•: Further recovery in amines margins
•: 2013 Adjusted EBITDA similar to 2012

Advanced Materials:

•: Restructuring benefit
•: 2013 Adjusted EBITDA better than 2012

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Textile Effects:

•: Reorganization and restructuring benefit
•: 2013 Adjusted EBITDA positive

Pigments:

•: Favorable ilmenite raw material advantage versus traditional chloride ores
•: Near term contribution margin pressure
•: Improving contribution margins in the second half of 2013
•: 2013 Adjusted EBITDA less than 2012

We expect to spend approximately $~~425 million to $~~450 million in ~~2012~~2013 on capital expenditures, ~~largely~~net of reimbursements, for growth initiatives and maintenance.

We expect our full year 2013 adjusted effective tax rate to be approximately 35% and we expect our full year unadjusted effective tax rate to be approximately 45% primarily due to the effect of the tax valuation allowances and expected regional mix of income. We believe our long-term effective income tax rate towill be approximately 30% to 35%.

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RESULTS OF OPERATIONS

For each of our Company and Huntsman International, the following tables set forth the unaudited condensed consolidated results of operations (dollars in millions, except per share amounts):

Huntsman Corporation

		Three months ended September 30,									Nine months ended September 30,
		Three months ended March 31,
								Percent Change

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