Good day, ladies and gentlemen, and welcome to the Q2 2011 Huntsman Corporation Earnings Conference Call. My name is Lara, and I will be your operator for today. [Operator Instructions] As a reminder, this call is being recorded for replay purposes. I would now like to turn the conference over to your host for today, Mr. Kurt Ogden. Please proceed.

Thank you, Lara, and good morning, everyone. I am Kurt Ogden, Huntsman Corporation's Vice President of Investor Relations. Welcome to Huntsman's second quarter 2011 earnings call. Joining us on the call today are Jon Huntsman, Executive Chairman and Founder; Peter Huntsman, President and CEO; and Kimo Esplin, Executive Vice President and CFO. This morning, before the market opened, we released our earnings for the second quarter 2011 via press release and posted it on our website, huntsman.com. We also posted a set of slides on our website, which we intend to use on the call this morning in the discussion of our results. During this call, we may make statements about our projections or expectations for the future. All such statements are forward-looking statements. And while they reflect our current expectations, they involve risks and uncertainties and are not guarantees of future performance. You should review our filings with the Securities and Exchange Commission for more information regarding the factors that could cause actual results to differ materially from these projections or expectations. We do not plan on publicly updating or revising any forward-looking statements during the quarter. In addition, we may also refer to non-GAAP financial measures. You can find the reconciliations to the most directly comparable GAAP financial measures in our earnings release posted on our website at huntsman.com. As we refer to earnings, we will be referring to adjusted EBITDA, which is EBITDA adjusted to exclude the impact of discontinued operations, restructuring, impairment and plant-closing costs, income and expense associated with the terminated merger and related litigation, acquisition-related expenses, unallocated foreign exchange gains and losses, certain legal and contract settlement costs, losses from early extinguishment of debt, gain on consolidation of variable interest entities and losses and gains on disposition and acquisitions of businesses and assets. We focus on adjusted EBITDA from a management standpoint as we believe it is the best measure of the underlying performance of operations. And we have received feedback from many of you in the investment community that this is how you prefer to look at our business. A reconciliation of EBITDA, adjusted EBITDA and adjusted net income or loss can be found in the appendix of our slides and in our second quarter earnings release. Let's turn to Slide 2. In our earnings release this morning, we reported second quarter 2011 revenue of $2,934,000,000 adjusted EBITDA of $318 million, and adjusted earnings per share of $0.48 per diluted share. Our adjusted EBITDA was $318 million in the second quarter 2011 compared to $257 million in the prior year, an increase of 24%. Compared to the prior quarter of $302 million, our adjusted EBITDA increased 5%. The improvement in earnings compared to the prior year and prior quarter was primarily due to improved contribution margins. Peter and Kimo will provide greater insight into the improvement along with other trends within our business. I will now turn the call over to Peter Huntsman, our President and CEO.

Thank you, Kurt. Good morning, everyone, and thank you for taking the time to join us. Let's turn to Slide #3, talk about our Polyurethanes division. Adjusted EBITDA for our Polyurethanes division in the second quarter 2010 was $143 million. The substantial increase from the prior year and prior quarter, which was $70 million and $114 million respectively. During the second quarter, we successfully increased our average selling price per MDI and related system solution. Average MDI product selling price increased 20% and 9% compared to the prior year and prior quarter, respectively. We've seen general inflationary pressure on our raw material cost. Benzene cost increased approximately 20% compared to the prior year. As a result of our strong pricing initiatives, we were able to improve our earnings in the second quarter and recapture margin previously eroded due to raw material pressures. In total, we're seeing growth in our MDI sales volume most notably during the second quarter. Demand was particularly strong in the insulation automotive and composite wood sectors. Sales related to insulation applications are our largest end market. We estimate that approximately 2/3 of our insulation-related sales are used in commercial applications and the other 1/3 is used in residential applications. The supply-demand balance for the MDI industry has improved. We estimate that the MDI industry operated in the low 90% as a percent of nameplate capacity in the second quarter. Propylene oxide and its coproduct, MTBE performed very well this quarter, with EBITDA above historical averages. Combined with the spike in energy prices resulting from Middle East turmoil, the largest spread between Brent crude which has an impact on MTBE pricing and WTI crude which derives certain MTBE raw material cost has had the effect of improving our margin. Margins have moderated from the peak we saw…

Thanks, Peter. Let's turn to Slide 8. In the second quarter 2011, our adjusted EBITDA increased to $318 million from $257 million in the prior year. The primary reason for this year-over-year increase was an improvement in margins, as increased selling prices more than compensated for the increase in raw material costs. The chart on the left shows that margin expansion accounted for $125 million of the improvement in earnings. We also saw an improvement in general demand as higher sales volume contributed an additional $47 million in earnings. Improved margins and volumes were partially offset by an increase in SG&A and other indirect costs, including foreign currency movements against the U.S. dollar. Compared to the first quarter of 2011, our second quarter adjusted EBITDA increased from $302 million to $318 million. The primary reason for the sequential increase in adjusted EBITDA was an improvement in margins as increased average selling prices more than compensated for the headwind of increased raw material costs. The chart on the right shows that margin expansion accounted for $57 million of the improvement in earnings, partially offset by an increase in SG&A and other indirect costs, including again, foreign currency movements against the U.S. dollar. Turning to Slide 9. Our year-over-year sales revenue for the second quarter increased 25% primarily as a result of higher average selling prices. Improvements in revenue were most notable in Europe, which is our largest market and improved 41% in large part due to increased selling prices for MDI. The rest of the world category, which includes the emerging markets such as Central and South America and the Middle East makes up 16% of our total sales and improved 27%, while the North American market, which is our second largest market improved 21%. Asia-Pacific which makes up 21% saw…

Thank you, Kimo. During the second quarter, we saw a sluggish global GDP and Europe revised its growth to a meager 1.3% and further announced a revised first quarter GDP to a sluggish 0.4% growth. It would appear that much of the global economy is somewhere between slow and stagnant growth. However, if I look at our past quarter's performance, combined with that of the previous quarter, we are off to one of the strongest years in our history. As I've said in the past, I believe that within the range of our global markets, our technology, our talented associates and commitment to improve our balance sheet, that we will continue to create shareholder value. While this past quarter was one of our strongest second quarters in history, I still see much room for improvement in our earnings as MDI continues to tighten globally as we see the full potential of our Pigments business and as we see new capacity in maleic, amines, surfactants and epoxy products come fully online and operate at full capacity. In China, we're seeing steps taken to slow inflation as liquidity requirements change and the inventories are brought down. In certain areas, we've seen slowing demand, but this is a market with enormous long-term potential. We will continue to invest and grow in a wide variety of applications. I believe, we will continue to see growth and higher earnings and as this market grows over time. I mentioned earlier, our acquisition in India, which will provide yet further opportunities to grow and expand our products and business in this growing market. Europe, particularly Northern Europe, continues to grow in areas of building, construction, energy conservation, transportation and agricultural application. As the North American economy recovers in housing, automotive, consumer textiles and other sectors return to more normal levels, we will be in the position to benefit even more than we are seeing today. The North American market is a large production base -- is our largest production base in the world and much of this is based on natural gas liquids which we believe will continue to be very advantageous when compared to competing prices around the world. We remain optimistic that as challenging as this economic recovery may be, we are confident in our ability to continue to create further shareholder value. With that, I'll turn the call back over to Kurt.

Thank you, Peter. Laura (sic), that concludes our prepared marks. Would you explain the procedure for questions and answers, and then open the lines for questions?

[Operator Instructions] Your first question comes from the line of Laurence Alexander. Laurence Alexander - Jefferies & Company, Inc.: I guess, 2 questions. One is how would you evaluate regional demand trends in July and August? Particularly, I'm thinking of U.S. and North America? And secondly, this corporate cost run rate sort of reporting line, is that the highest level since you came public? Is this a new run rate? Or do you think it will go back down to the $25 million to $35 million run rate it's been, historically?

Well, the answer to your first question, we look at regional trends in the U.S. and North America. I'm speaking here, categorically, across many different sectors and so forth. I would just say that we're certainly not seeing robust growth but I would say that we are seeing stronger business activity and the stronger demand than what the business headlines are that you would read on a daily basis. We continue to see segment growth that's taking place in product substitution. We continue to see insulation continuing to grow, our surfactants, our amines. And as I said earlier in my comments, I believe that the raw material advantage that we're seeing particularly in North America, I believe, is going to allow us to continue to export product from North America on a global basis. So again, without getting into specific product-by-product analysis here, I feel that things are better than what you're reading in the newspapers.

Laurence, on the corporate line item, we have had about $20 million of LIFO in the first half of the year that's embedded in that corporate line. I think about it as roughly $45 million a quarter of LIFO is flat, $1 million of corporate expenses.

Yes, I would say across the board, aside from the LIFO, we've seen that quite a flat number in our cost in corporate. Laurence Alexander - Jefferies & Company, Inc.: And then lastly, any plans to improve free cash flow generation? Or any additional leverage you can pull in the back half for 2012?

We expect our inventory on a relative basis to come down 3 or 4 days. And that's just the typical seasonal trend towards the end of the year. So much of it depends on crude and natural gas and basic raw materials.

Your next question comes from the line of P.J. Juvekar.

In TiO2, you don't use much rutile ore, where prices are going up. Can you talk about your ore prices in ilmenite, and what do you see happening there?

Well, we said in our last call that prices this year would be going up about 35% to 40%. And that would be throughout 2011. 2012, a little too early to tell, but I would imagine 2012, that prices will increase at a greater pace than that. But P.J., as we look at the market today and the tightness in the market, as I sit here today, I'm very confident that we will be able to pass those prices increases on to customers, and that we should continue to see strong margins coming out of our TiO2 division.

P.J. when you look at rutiles -- and we do consume, we have 2 chloride plants. Rutiles are up significantly, in the 70% range. Ilmenites are up as high as 50%, 2011 versus 2010. The sweet spot, frankly, is in the slag area, that's down -- that's up about half that much. But really, both ends of the quality spectrum in terms of ores, ilmenite and rutiles are up pretty significantly.

Okay. And Peter, you mentioned in Ad Mat, you saw some slowdown in electronics and wind power in Asia. I was wondering if you can shed some light on that and what specific end market was slowing down?

Right. I think, that most of that from what I'm seeing at this point, is mostly inventory destocking on the customer side. I don't see that necessarily as a macro global trend that is taking place as much as I see it. A lot of the wind producers of blades and a lot of the electronic companies or smaller companies as Kimo mentioned in his comments, that we're seeing a lot of the smaller customers, medium-size customers in China, that are -- with the tightening of capital, that are reducing their inventories. But I don't see that as really a long-term trend that is taking place.

And just lastly on the previous calls, you've talked about your amines being used in high-speed rail network in China. Are you seeing some slowdown there?

Thank you, P.J. No, I don't see any -- I mean, if we see slowdown, again, I believe the slowdown that we're seeing is on a quarterly basis that would be adjustment for inventory and so forth. I don't see a slowdown, where all of a sudden the Chinese government has put the brakes on infrastructure projects and so forth that would unusually affect the amines capacity and so forth. Again, you'll see monthly or quarterly slowdowns as people will make inventory adjustments in their supply chain. But the commitment to proceed for the next couple of years in high-speed rail lines and so forth, I certainly haven't seen any slowdown in that area.

Your next question comes from the line of Jeff Zekauskas. Jeffrey Zekauskas - JP Morgan Chase & Co: What was your adjusted taxes in the quarter?

20%. Jeffrey Zekauskas - JP Morgan Chase & Co: That's the percentage. What I was wondering is what's the number?

Jeff, if you have another question, go ahead. we'll dig the dollar amount out. Jeffrey Zekauskas - JP Morgan Chase & Co: Right. So if I could just, make 1 comment. When you report your earnings, it's about an hour and a half before your conference call and your financials are quite complex and it's very difficult to reconcile all of the income statement numbers to the data that you provide. And so what you might consider is you might consider a more complete reconciliation so that the adjustments can be made more easily, and so it's easier for people to focus on the fundamentals of what you reported rather than trying to reconcile the numbers, or it's at least something to consider.

Fair enough. Thank you, Jeff. Jeffrey Zekauskas - JP Morgan Chase & Co: In terms of TiO2, you talked about being able to offset the raw material price pressure that you're facing. So as you see the TiO2 business, is the idea that your margins will remain relatively constant as you offset your raw material pressure? Or over time, do you expect your margins to expand or contract temporarily? How do you see the margin progression in the future?

Well, we've seen the margin -- look, I'm not going to comment on where I would expect margins to be 2 or 3 quarters down. I would say, that we expect the markets to be tight enough to be able to offset our raw material cost. We also believe that there's room for margin improvement to recover our cost of capital in that business and to be able to justify the debottleneck and the further investments that need to be taken into the future. If I look at the historical margins of TiO2, on average, over the last couple of years, I believe that any Board of Directors will be hard-pressed to build a greenfield brand-new TiO2 facility. I mean, we just -- now we're starting to get back into the sort of margins that would justify a new plant capacity. So I would hope that in the coming quarters, that we're able not only to offset the raw material cost increases, but we're also be able to expand margins, because this division, particularly, when we look at the losses over the last 6 or 7 years, this division needs to be able to justify the invested capital going forward. Jeffrey Zekauskas - JP Morgan Chase & Co: What's the extent of your de-bottlenecking efforts?

That will be -- at this point, what we have announced, that will be in existing facilities, where we can debottleneck around present kilns and around our present capacity. That does not include the addition of any new lines or any, what I would call, material CapEx investment in the business capacity. Jeffrey Zekauskas - JP Morgan Chase & Co: How much do you think you can debottleneck?

I think, I mentioned, about 40,000 tons of TiO2 capacity.

Jeff, the cash taxes paid for the first 6 months, the Q will show $35 million and as it relates to the adjusted income tax expense, it's $32 million for the 3 months. And we're happy to walk you through that reconciliation in the back of the release after the call, if you like.

Your next question comes from the line of Edlain Rodriguez. Edlain Rodriguez - Gleacher & Company, Inc.: Just a quick question on prices. I mean, most of the segments, they have shown significant price increases. And of course, a good chunk of it is cost push. So does that suggest like a heavy commoditization of the portfolio of the businesses in there? And does that mean you're going to have to give up all those prices if raw material cost abate in the future?

No, I don't believe that's the case at all. I think, that the fact that we're able to increase prices as quickly as we've been able to in the last quarter would indicate to me that the markets are tight, and that we have pricing power to be able to put those prices up and pass those raw material costs on. Traditionally, in most -- all of our products, raw materials are not the key driver for pricing. You're looking at raw materials as one of the drivers, you're looking at the performance of the products, logistics, timing, contract obligations and so forth. So as raw material prices would drop, I do not believe that all of our pricing will drop in situ with that. Again, in some of our products, that indeed will be the case. We saw some products on the tolling basis and so forth. That obviously will be the case. But typically, it takes us anywhere from 30 to 60 days to raise prices, when raw material prices go up. And when raw material prices go down, that a lot of it depends on competitive pressure, but I would expect us to be able to retain those margins going forward. Edlain Rodriguez - Gleacher & Company, Inc.: Okay. Just a quick question on -- for modeling purposes. Interest expense went up quite a bit this quarter versus Q1. Is that the run rate going forward? I mean, why that increase? And also, on the tax rate, should we expect the 20% or so in the second half of the year?

Yes. So interest rate -- interest expense went up because we consolidated 2 joint ventures in the last year that we could call variable interest entities. And so there is $300 million of additional debt from those feeds 50-50 joint ventures that were consolidated. Of course, the interest expense came with them. So that was an increase in interest expense. As it relates to our effective tax rate, we think it will be in the mid 20s for the second half of the year.

Your next question comes from the line of Andy Cash.

Just a couple of things. First of all, Peter, you mentioned in your outlook statements, you had mentioned Polyurethanes and Pigments in favorable terms, but noticeably absent was Advanced Materials and Textile Effects. So my first question is given the private equity funds and chemical companies, a lot of cash, looking to spend some money, would now be a good opportunity to try and reshape the portfolio?

Well, we obviously haven't made any decisions around that area. But as we look at Advanced Materials, I believe that when you look at our first quarter versus -- second quarter versus first quarter performance, we continue to see strong demand that is building for aerospace and so forth. We were hit with a $9 million FX charge in the second quarter, that, frankly, was rather unexpected that happened, I think, much quicker than most people anticipated with the rise of the Swiss. And I think, longer, we expect the Advanced Materials business to have a strong year. Textile Effects, again, we had a rather large $10 million hit for the quarter, just on the cost of the Swiss currency fluctuation alone, and I believe that we're taking aggressive step to try to mitigate that. So no, I think that in both of those businesses, we would expect those to be improving over the course of the next few quarters coming forward.

Right. But they could also be improving in someone else's had. That was really kind of the spirit of my question, if now might be a good time to think about raising some cash and using the cash to some of your higher-growth businesses.

Well, we're always looking for opportunities to create value for shareholders. And if you look at those businesses now, I believe that those businesses are profitable in our hands as they would be in anybody else's.

Okay. Just second question, turning to MDI, plans for Asia. It sounds like it's getting a little crowded over there with Dow's announcement, with Saudi Aramco, BASF. They've raised some money to build a plant there in Yantai Wanhua. Where does Huntsman stand on this? Are you still looking at some new capacity in MDI over there? Or are you looking at perhaps just expanding your Kaoshiung plant?

No, we are looking at continuing to receive the permitting approval to expand our Kaoshiung facility. And as anybody that's listened to the last couple of calls would perhaps get a sense of -- a little bit of frustration in my comments as to a permitting process that has been at a snail's pace here. I don't believe that our permitting process is any different from anybody else's. And I believe that a lot of these, this is just my personal opinion, I believe that a lot of these announced expansions in Asia particularly in China are going to be coming on substantially later than what some in the market have been publishing and had been speculating. We are still working out over a year just to get the environmental permitting. And I just want to emphasize, I don't believe that there's anything that's unique about Huntsman's experience. I believe that, that is -- when you look at the recent BASF approval in Chongqing, that was a multiyear process. And I certainly, don't speak for anybody at BASF. But I would be surprised if they were expecting it to have taken as long as it did. So yes, I would think that a lot of these announcements that you see right now, again, just my opinion, I would think that some of those can be pushed out multiple years, not quarters.

Your next question comes from the line of Roger Spitz.

In Performance Products, was there a sequential contribution margin compression as raw material rose faster than prices? And if so, in which area was most impacted by maleic performance specialty or performance intermediates?

Performance Products in EBITDA terms, prices went up the same amount as direct cost did. So contribution margins were flat.

Perfect. And in Advanced Materials, was there reduced contribution margins sequentially? Was that hitting more the base resin business or the downstream businesses?

It's mostly base resin business. The formulation business is pretty consistent and the specialty component businesses as well.

Remember, that part of that base resin business is in the second quarter, too, we experienced a force majeure from some our suppliers of bisphenol and epichlorohydrin. So we had some raw material price increases that took place. And I believe that if we look in the second half of the year that much of that will be mitigated and we hope to get that back.

Perfect. And finally, just on the MDI portion of Polyurethanes, was there contribution margin compression sequentially? Or -- I may have missed that.

No, I believe that, that -- those margins improved during the quarter for MDI.

Your next question comes from the line of Robert Koort.

This is Manav, today. Just on the Performance Products, even if I add back the 1-time $50 million credit and some currency effects, there was some sequential decline in Performance product as well as in Advanced Materials. So my question here is, the raw materials are often high, how much more do they have to come in before you can start seeing the margin we saw in the first quarter and at least, Performance Products and Advanced Materials?

Well, Performance Products is the 1 business that we account for on a LIFO basis. So all the other businesses are on average costing basis. So you may see a little different reaction to the major raw materials, which are ethylene oxide and propylene oxide, at least, in North America as it relates to Performance Products.

And as far as Advanced Materials, where do you see the margins in the second part of this year?

Well, as Peter indicated, we're starting to see some of the raw materials epichlorohydrin, Bisphenol A come off, which helps our base resin business. You remember, we don't make a lot of money in our base resin business. It's really feeding our formulation and specialty components business, but nonetheless, it does affect those margins.

And any signs of the improvement in the sales volumes in Textile Effects? Or it's in line with second quarter itself right now?

I think it's probably too early to tell, as we look into the third quarter. But again, I would be heartened by some of the decreases that we've seen in cotton prices. Cotton prices have come down about 25%, 30% in the last 2 quarters or so. So the mills and so forth are looking to restock their inventories. I'm very hopeful that we'll be able to see an improvement in the volume in that area of the business.

Your next question comes from the line of Bill Young.

I noticed on the Polyurethanes segment, it looks like volume was only up 2%. Maybe I'm missing something here, and how does it compare for the MDI and urethanes versus of PO/MTBE area?

Well, when you look at MDI, we had a year-over-year 8% growth in Asia. In the Americas, it was 5%. In Europe, we were down 4% getting into that sort of 2% MDI number.

And what was the reason for that for why it was down 4%?

Well, we had an outage in our Rozenburg facility. Air products had an outage. It really took a lot of our variance or more pure other specialty grade of MDI out of the market, automotive and some other areas that were pretty tight for us and we lost some volume with that outage.

Fair to say, Bill, that what we're producing in Europe, what we're capable of producing in Europe, we're producing and we're selling.

Okay, great. Now 1 more, please. In TiO2, you mentioned strong demand in coatings. I know there are a lot of coatings out there. But U.S. architecture is a pretty big business, and again, I realized you're global. But how does that fit into the equation and what happens to the business when this market returns? And related to that are you worried about customer inventory building, given the rapid price increases in the Pigments?

I'm not saying -- firstly, I'm a little bit fuzzy on the North American decorative coating market, just because we're mostly a European player, and we're not going to be competing very aggressively in the North American market just because we don't have lot of products to sell in that area. But we continue to see healthy demand, particularly in the European markets around TiO2. Again, that's going to fluctuate on a quarter-by-quarter as a seasonal pattern as you typically see there. So I don't want to make it sound like that's a straight line demand growth. As you look at -- I'm sorry the second part of your question, Bill? On inventory, I don't believe that there's been a great deal of inventory build on the customer. Now I'm just speaking from Huntsman's point of view as we look at right now, we look at our days of inventory where it's less than 30 days as a company and the industry is a little bit over 30 days of inventory. And so, there's not a lot of -- if you were a paint company out there and you saw price increases coming, you would have come to Huntsman and say, I want to increase my volume from Huntsman, so that I can build by volume internally. I'm not sure that there's a lot of volume in the market to do that. I have not seen, just anecdotally speaking, with customers and so forth, I've not seen this large inventory doubled its move to the producer to the consumer pigment.

Generally, Bill, if you talk to the paint folks, they do not have the logistics capacity to take on a lot of inventory. Typically, you would see a couple of weeks at most of inventory is the maximum a paint company can take. So really, when you're looking at inventories, you really are looking at the producer levels, which Peter indicated -- above 30 days, but well below 40 days.

[Operator Instructions] Your next question comes from the line of Michael Shrekgast. Michael Shrekgast - Crédit Suisse AG: Could you just talk a little bit more about the margin in Performance Products, sequentially? What changed in that the margin came being down relative to first quarter? And what's the outlook for going over the next -- do you sort of recoup that through price increases?

Yes, I think Peter indicated and hopefully you noted that in the third quarter, we will have some downtime in one of our facilities that will impact as much as $10 million. So sequentially, plan on that impact in the third quarter. As it relates to Performance Products, are you asking about sequentially or year-over-year? Michael Shrekgast - Crédit Suisse AG: Sequentially.

Yes, I indicated that prices rose about the same amount as direct cost, so contribution margins were pretty flat there. You do have some pressure on SG&A and indirects, because we consolidated a couple of joint ventures and saw some more cost come in from the new facilities that we just started up. Michael Shrekgast - Crédit Suisse AG: Okay. So we should -- is the current trend more the trend that we should likely see for the rest of the year?

Just for that turnaround in the third quarter, yes.

There are no questions at this time. I'd like to turn the call over to Kurt Ogden for closing remarks.

Thank you, everyone, for joining us this morning. If you have any additional questions, feel free to reach out to us, directly, and we'll talk to you then. Thanks again.