- Current report filing (8-K)
February 19 2010 - 7:17AM
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):
February 19,
2010
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 February 19,
2010, we issued a press release announcing our results for the three months and
year ended December 31, 2009. The press release is furnished
herewith as Exhibit 99.1.
We will hold a telephone
conference to discuss our 2009 fourth quarter and full year results on Friday, February 19,
2010 at 10:00 a.m. ET.
Call-in number for U.S.
participants:
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(888) 679-8033
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Call-in number for
international participants:
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(617) 213-4846
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Participant access
code:
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72794443
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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 February 19, 2010 and ending February 26,
2010.
Call-in numbers for the
replay:
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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77218155
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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
·
Adjusted
EBITDA from discontinued operations
·
Adjusted net
income (loss)
·
Adjusted
net income (loss) from discontinued operations
We believe that net
income (loss) available to common stockholders 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 and Adjusted net income (loss). 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 (loss) from
discontinued operations. Additional information with respect to our use of each
of these financial measures follows.
·
EBITDA is
defined as net income before interest, income taxes, and depreciation and
amortization. EBITDA as we use it is not necessarily comparable to other
similarly titled measures of other companies.
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. 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
2
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 its investment in accounts receivable and
inventory, net of accounts payable.
·
Adjusted
EBITDA is computed by eliminating the following from EBITDA: gains and
losses from discontinued operations; restructuring, impairment and plant
closing (credits) costs; income and expense associated with our terminated
merger with Hexion (the Terminated Merger) and related litigation;
acquisition related expenses; 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
disposition of business/assets. Our management uses Adjusted EBITDA 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 is subject to the same material limitations as are
discussed with reference to EBITDA above and Adjusted EBITDA 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 business/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 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 (loss) is computed by eliminating the after tax impact of the following
items from net income (loss) attributable to Huntsman Corporation: loss
(income) from discontinued operations; restructuring, impairment and plant
closing (credits) costs; income and expense associated with the Terminated
Merger and related litigation; discount amortization on settlement financing
associated with the Terminated Merger; acquisition related expenses;
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 disposition of business/assets.
Our management uses Adjusted net income (loss)
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 (loss) is subject to material
limitations that result from the elimination of important expenses and gains.
3
·
Adjusted net
income (loss) from discontinued operations is computed by eliminating the after
tax impact of the following items from income (loss) from discontinued
operations: restructuring, impairment and plant closing (credits) costs; gain
on partial fire insurance settlement; and (gain) loss on the disposition of
business/assets. Our management uses
Adjusted net income (loss) 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
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 February 19, 2010 regarding
fourth quarter and full year 2009 earnings
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4
SIGNATURES
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: February 19,
2010
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5
EXHIBIT
INDEX
Number
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Description
of Exhibits
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99.1
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Press Release dated
February 19, 2010 regarding fourth quarter and full year 2009 earnings
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6
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