- Current report filing (8-K)
May 08 2009 - 7:01AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
May 8, 2009
Huntsman
Corporation
(Exact name of registrant as specified in its charter)
Delaware
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001-32427
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42-1648585
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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500 Huntsman Way
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Salt Lake City, Utah
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84108
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code:
(801) 584-5700
Not applicable
(Former name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligations of the registrant under any of
the following provisions (see General Instruction A.2. below):
o
Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02. Results of Operations and Financial
Condition.
On
May 8, 2009, we issued a press release announcing our results for the
three months ended March 31, 2009. The press release is furnished
herewith as Exhibit 99.1.
We
will hold a telephone conference to discuss our first quarter 2009 results on
Friday, May 8, 2009 at 11:00 a.m. ET.
Call-in
number for U.S. participants:
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(888)
680-0892
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Call-in
number for international participants:
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(617)
213-4858
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Participant
access code:
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42481081
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The
conference call will be available via webcast and can be accessed from the
investor relations portion of our website at http://www.huntsman.com.
The
conference call will be available for replay beginning May 8, 2009 and
ending May 15, 2009.
Call-in
numbers for the replay:
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Within the U.S.:
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(888)
286-8010
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International:
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(617)
801-6888
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Access code for replay:
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16299215
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Information
with respect to the conference call, together with a copy of the press release
furnished herewith as Exhibit 99.1, is available on the investor relations
portion of our website at http://www.huntsman.com.
The
press release includes non-GAAP financial measures. Specifically, the
press release refers to:
·
EBITDA
·
Adjusted EBITDA from continuing operations
·
Adjusted EBITDA from discontinued operations
·
Adjusted net income from continuing
operations
·
Adjusted net income from discontinued
operations
We
believe that net income (loss) attributable to Huntsman Corporation is the
performance measure calculated and presented in accordance with generally
accepted accounting principles in the U.S. (GAAP) that is most directly
comparable to EBITDA, Adjusted EBITDA from continuing operations and Adjusted
net income from continuing operations. We believe that income (loss) from
discontinued operations is the performance measure calculated and presented in
accordance with GAAP that is most directly comparable to Adjusted EBITDA from
discontinued operations and Adjusted net income from discontinued operations.
Additional information with respect to our use of each of these financial
measures follows.
·
EBITDA is defined as net income (loss)
attributable to Huntsman Corporation before interest, income taxes, and depreciation
and amortization. We believe that EBITDA enhances an investors
understanding of our financial performance and our ability to satisfy principal
and interest obligations with respect to our indebtedness. However, EBITDA
should not be considered in isolation or viewed as a substitute for net income,
cash flow from operations or other measures of performance as defined by GAAP.
Moreover, EBITDA as used herein is not necessarily comparable to other
similarly titled measures of other companies due to potential inconsistencies
in the method of calculation. Our management uses EBITDA to assess financial
performance and debt service capabilities. In assessing financial performance,
our management reviews EBITDA as a general indicator of economic performance
compared to prior periods. Because EBITDA excludes interest, income taxes,
depreciation and amortization, EBITDA provides an indicator of general economic
performance that is not affected by debt restructurings, fluctuations in
interest rates or effective tax rates, or levels of depreciation and
amortization.
2
Accordingly,
our management believes this type of measurement is useful for comparing
general operating performance from period to period and making certain related
management decisions. EBITDA is also used by securities analysts, lenders and
others in their evaluation of different companies because it excludes certain
items that can vary widely across different industries or among companies within
the same industry. For example, interest expense can be highly dependent on a
companys capital structure, debt levels and credit ratings. Therefore, the
impact of interest expense on earnings can vary significantly among companies.
In addition, the tax positions of companies can vary because of their differing
abilities to take advantage of tax benefits and because of the tax policies of
the various jurisdictions in which they operate. As a result, effective tax
rates and tax expense can vary considerably among companies. Finally, companies
employ productive assets of different ages and utilize different methods of
acquiring and depreciating such assets. This can result in considerable
variability in the relative costs of productive assets and the depreciation and
amortization expense among companies. Our management also believes that our
investors use EBITDA as a measure of our ability to service indebtedness as
well as to fund capital expenditures and working capital requirements.
Nevertheless, our management recognizes that there are material limitations
associated with the use of EBITDA in the evaluation of our Company as compared
to net income, which reflects overall financial performance, including the
effects of interest, income taxes, depreciation and amortization. EBITDA
excludes interest expense. Because we have borrowed money in order to finance
our operations, interest expense is a necessary element of our costs and
ability to generate revenue. Therefore, any measure that excludes interest expense
has material limitations. EBITDA also excludes taxes. Because the payment of
taxes is a necessary element of our operations, any measure that excludes tax
expense has material limitations. Finally, EBITDA excludes depreciation and
amortization expense. Because we use capital assets, depreciation and
amortization expense is a necessary element of our costs and ability to
generate revenue. Therefore, any measure that excludes depreciation and
amortization expense has material limitations. Our management compensates for
the limitations of using EBITDA by using it to supplement GAAP results to
provide a more complete understanding of the factors and trends affecting the
business than GAAP results alone. Our management also uses other metrics to
evaluate capital structure, tax planning and capital investment decisions. For
example, our management uses credit ratings and net debt ratios to evaluate
capital structure, effective tax rate by jurisdiction to evaluate tax planning,
and payback period and internal rate of return to evaluate capital investments.
Our management also uses trade working capital to evaluate our investment in
accounts receivable and inventory, net of accounts payable.
·
Adjusted EBITDA from continuing operations is
computed by eliminating the following from EBITDA: gains and losses from
discontinued operations; restructuring, impairment and plant closing (credits)
costs; merger associated income and expense; losses on the sale of accounts
receivable to our securitization program; unallocated foreign currency (gain)
loss; certain legal and contract settlements; losses from early extinguishment
of debt; extraordinary loss (gain) on the acquisition of a business; and loss
(gain) on dispositions of assets. Our management uses Adjusted EBITDA from
continuing operations to assess financial performance in comparison to prior
periods and to provide additional information regarding operational
performance. Our management recognizes that the use of Adjusted EBITDA from
continuing operations is subject to the same material limitations as are
discussed with reference to EBITDA above and Adjusted EBITDA from continuing
operations is an even more narrowly focused analytical tool that is subject to
additional material limitations.
·
Adjusted EBITDA from discontinued operations
is computed by eliminating the following from income (loss) from discontinued
operations: income taxes; depreciation and amortization; restructuring,
impairment and plant closing (credits) costs; losses on the sale of accounts
receivable to our securitization program; unallocated foreign currency (gain)
loss; gain on partial fire insurance settlement; and (gain) loss on disposition
of assets. Our management uses Adjusted EBITDA from discontinued operations to
assess financial performance in comparison to prior periods and to provide
additional information regarding operational performance. Our management
recognizes that the use of Adjusted EBITDA from discontinued operations is
3
subject
to the same material limitations as are discussed with reference to EBITDA
above and Adjusted EBITDA from discontinued operations is an even more narrowly
focused analytical tool that is subject to additional material limitations.
·
Adjusted net income from continuing
operations is computed by eliminating the after tax impact of the following
from net income (loss) attributable to Huntsman Corporation: loss (income) from
discontinued operations; restructuring, impairment and plant closing (credits)
costs; merger associated income and expense; unallocated foreign currency
(gain) loss; certain legal and contract settlements; losses on the early
extinguishment of debt; extraordinary loss (gain) on the acquisition of a
business; and loss (gain) on dispositions of assets. Our management uses
Adjusted net income from continuing operations to assess financial performance
in comparison to prior periods and to provide additional information regarding
operational performance. Our management recognizes that the use of Adjusted net
income from continuing operations is subject to material limitations that
result from the elimination of important expenses and gains.
·
Adjusted net income from discontinued
operations is computed by eliminating the after tax impact of the following
from income (loss) from discontinued operations: restructuring, impairment and
plant closing (credits) costs; gain on partial fire insurance settlement; and
(gain) loss on disposition of assets. Our management uses Adjusted net income
from discontinued operations to assess financial performance in comparison to
prior periods and to provide additional information regarding operational
performance. Our management recognizes that the use of Adjusted net income from
discontinued operations is subject to material limitations that result from the
elimination of important expenses and gains.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Number
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Description
of Exhibits
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99.1
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Press
Release dated May 8, 2009 regarding first quarter 2009 earnings
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4
SI
GNATURES
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 hereunto
duly authorized.
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HUNTSMAN
CORPORATION
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/s/
KURT D. OGDEN
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Vice President, Investor Relations
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Dated:
May 8, 2009
5
EXHIBIT INDEX
Number
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Description
of Exhibits
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99.1
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Press
Release dated May 8, 2009 regarding first quarter 2009 earnings
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6
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