---

---

SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

---

Form 10-Q/AAmendment No. 1

|(Mark One)                                                    |                                                                                         
|------------------------------------------------------------- | ----------------------------------------------------------------------------------------
|ý                                                             | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
|For the quarterly period ended June 30, 2003                 
|OR                                                           
|o                                                             | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|For the transition period
from                             to

Commission file number 333-85141

HUNTSMAN INTERNATIONAL LLC(Exact name of registrant as specified in its charter)

Delaware

87-0630358(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification No.)


500 Huntsman Way
Salt Lake City, Utah 84108
(801) 584-5700(Address of principal executive offices and telephone number)

Securities
registered pursuant to Section 12(b) of the Act:None

Securities registered pursuant to Section 12(g) of the Act:None

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. Yes ý    No o

Indicate
by check mark whether the Registrant is an accelerated filer (as defined in Exchange Act
Rule 12b-2). Yes o    No ý

On
August 14, 2003, 1,000 member equity units of Huntsman International LLC were outstanding. There is no established trading market for Registrant's units of membership interest. All of
Registrant's units of membership interest are held by an affiliate.

---

---

---



EXPLANATORY NOTE

This Amendment No. 1 on Form 10-Q/A amends "Item 6 Exhibits and Reports on Form 8-K" contained in the
Form 10-Q for the quarter ended June 30, 2003 (the "Form 10-Q") filed by Huntsman International LLC on August 14, 2003. This
Form 10-Q/A amends the Form 10-Q to disclose certain redacted information from Exhibits 10.1 and 10.3 to the Form 10-Q. All other portions of
the Form 10-Q remain in effect as filed.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K



10.1+

Supply Agreement, dated June 30, 2003, between Huntsman Holland BV and Huntsman Advanced Materials LLC10.2+

Service Level Agreement, dated June 30, 2003, among Huntsman International LLC, Huntsman (Europe) BVBA, and Huntsman Advanced Materials LLC (incorporated by reference to Exhibit 10.2 to our quarterly report on Form 10-Q for the quarter
ended June 30, 2003 filed with the Securities and Exchange Commission on August 14, 2003)10.3+

Supply Agreement, dated June 30, 2003, between Huntsman Holland BV and Huntsman Advanced Materials LLC31.1

Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2

Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1

Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (incorporated by reference to Exhibit 32.1 to our quarterly report on Form 10-Q for
the quarter ended June 30, 2003 filed with the Securities and Exchange Commission on August 14, 2003)32.2

Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (incorporated by reference to Exhibit 31.2 to our quarterly report on Form 10-Q for
the quarter ended June 30, 2003 filed with the Securities and Exchange Commission on August 14, 2003)






2

---



SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.

| |  | HUNTSMAN INTERNATIONAL LLC
| |  | --------------------------
| |  | By:                       

Date:
December 8, 2003

3

---

Exhibit Index

|10.1+ |  | Supply Agreement, dated June 30, 2003, between Huntsman Holland BV and Huntsman Advanced Materials LLC                                                                                                                                                                                                                                     
|----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.2+ |  | Service Level Agreement, dated June 30, 2003, among Huntsman International LLC, Huntsman (Europe) BVBA, and Huntsman Advanced Materials LLC (incorporated by reference to Exhibit 10.2 to our quarterly report on Form 10-Q for the quarter
ended June 30, 2003 filed with the Securities and Exchange Commission on August 14, 2003)      
|10.3+ |  | Supply Agreement, dated June 30, 2003, between Huntsman Holland BV and Huntsman Advanced Materials LLC                                                                                                                                                                                                                                     
|31.1  |  | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                         
|31.2  |  | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                         
|32.1  |  | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (incorporated by reference to Exhibit 32.1 to our quarterly report on Form 10-Q for
the quarter ended June 30, 2003 filed with the Securities and Exchange Commission on August 14, 2003)
|32.2  |  | Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (incorporated by reference to Exhibit 32.2 to our quarterly report on Form 10-Q for
the quarter ended June 30, 2003 filed with the Securities and Exchange Commission on August 14, 2003)

---

QuickLinks