ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾

1. GENERAL

CERTAIN DEFINITIONS

ÌýÌýÌýÌýÌýÌýÌýÌýFor convenience in this report, the terms "Company," "our," "us" or "we" may be used to refer to ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ Corporation and, unless the context otherwise requires, its subsidiaries and predecessors. In this report, "ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International" refers to ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ InternationalÌýLLC (our 100% owned subsidiary) and, unless the context otherwise requires, its subsidiaries.

ÌýÌýÌýÌýÌýÌýÌýÌýIn 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

ÌýÌýÌýÌýÌýÌýÌýÌýOur interim condensed consolidated financial statements (unaudited) and ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ 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.ÌýGAAP") 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 FormÌý10-K for the year ended DecemberÌý31, 2013 for our Company and ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International.

DESCRIPTION OF BUSINESS

ÌýÌýÌýÌýÌýÌýÌýÌýWe 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.

ÌýÌýÌýÌýÌýÌýÌýÌýWe 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 primarily 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.

COMPANY

ÌýÌýÌýÌýÌýÌýÌýÌýOur Company, a Delaware corporation, was formed in 2004 to hold the ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ businesses. JonÌýM. ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ 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.

ÌýÌýÌýÌýÌýÌýÌýÌýCurrently, we operate all of our businesses through ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International, our 100% owned subsidiary. ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International is a Delaware limited liability company and was formed in 1999.

HUNTSMAN CORPORATION AND HUNTSMAN INTERNATIONAL FINANCIAL STATEMENTS

ÌýÌýÌýÌýÌýÌýÌýÌýExcept where otherwise indicated, these notes relate to the condensed consolidated financial statements (unaudited) for both our Company and ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International. The differences between our financial statements and ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International's financial statements relate primarily to the following:

• â€�

  purchase accounting recorded at our Company for the 2003 step-acquisition of ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International HoldingsÌýLLC, the former parent company of ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International that was merged into ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International in 2005;
  
  

  �

  the different capital structures; and
  
  

  �

  a note payable from ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International to us.

PRINCIPLES OF CONSOLIDATION

ÌýÌýÌýÌýÌýÌýÌýÌýOur 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. Intercompany accounts and transactions have been eliminated.

USE OF ESTIMATES

ÌýÌýÌýÌýÌýÌýÌýÌýThe 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 DEVELOPMENTS

Rockwood Acquisition

ÌýÌýÌýÌýÌýÌýÌýÌýOn OctoberÌý1, 2014, we completed the acquisition of the Performance Additives and Titanium Dioxide businesses of Rockwood Holdings,ÌýInc. ("Rockwood"), which manufacture and market specialty titanium dioxide and performance additives products (the "Rockwood Acquisition"). We paid $1.04Ìýbillion in cash, subject to certain purchase price adjustments, and assumed certain unfunded pension liabilities in connection with the Rockwood Acquisition. The acquisition was financed using a bank term loan.

ÌýÌýÌýÌýÌýÌýÌýÌýThe following businesses were acquired from Rockwood:

• â€�

  titanium dioxide, a white pigment derived from titanium bearing ores with strong specialty business in fibers, inks, pharmaceuticals, food and cosmetics;
  
  

  �

  functional additives made from barium and zinc based inorganics used to make colors more brilliant, primarily in plastics, coatings, films, food, cosmetics, pharmaceuticals and paper;
  
  

  �

  color pigments made from synthetic iron-oxide and other non-TiO2 inorganic pigments used by manufacturers of coatings and colorants;
  
  

  �

  timber treatment wood protection chemicals used primarily in residential and commercial applications;
  
  

  �

  water treatment products used to improve water purity in industrial, commercial and municipal applications; and
  
  

  �

  specialty automotive molded components.

ÌýÌýÌýÌýÌýÌýÌýÌýThe unaudited condensed combined balance sheet of the acquired businesses as of JuneÌý30, 2014 and the unaudited condensed combined statements of operations, comprehensive income (loss), cash flows, and changes in parent company equity of the acquired businesses for the six months ended JuneÌý30, 2014 and JuneÌý30, 2013 can be found in our current report on FormÌý8-K filed on OctoberÌý7, 2014.

ÌýÌýÌýÌýÌýÌýÌýÌýIn connection with securing certain regulatory approvals required to complete the Rockwood Acquisition, we entered into a definitive agreement to sell our Ti02 product line used in printing inks to Henan Billions ChemicalsÌýCo.,ÌýLtd. The sale does not include any manufacturing assets. The sale is expected to close in the fourth quarter of 2014.

Port Neches Manufacturing Disruption

ÌýÌýÌýÌýÌýÌýÌýÌýDuring the third quarter of 2014, we experienced an unplanned manufacturing disruption on a production unit at our facility in Port Neches, Texas for approximately three weeks. There were no injuries resulting from the equipment failure. The Port Neches facility manufactures methyl tertiary butyl ether (MTBE), propylene oxide (PO) and propylene glycols (PG). The manufacturing disruption also impacted internal PO supply to downstream derivatives.