- Current report filing (8-K)
May 07 2010 - 7:31AM
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 7,
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 May 7, 2010, we
issued a press release announcing our results for the three months ended March 31,
2010. The press release is furnished herewith as Exhibit 99.1.
We will hold a telephone
conference to discuss our 2010 first quarter results on Friday, May 7,
2010 at 10:00 a.m. ET.
Call-in number for U.S.
participants:
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(888) 713 - 4209
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Call-in number for
international participants:
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(617) 213 - 4863
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Participant access
code:
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75478626
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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 7, 2010 and ending May 14,
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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97188446
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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
·
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 and Adjusted net income. 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 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 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 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 May 7, 2010 regarding 2010
first quarter 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: May 7, 2010
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 7, 2010 regarding 2010 first quarter earnings
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6
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