Annual report pursuant to Section 13 and 15(d)

Note 1 - General

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Note 1 - General
12 Months Ended
Dec. 31, 2021
Notes to Financial Statements  
Nature of Operations [Text Block]

1. GENERAL

 

Definitions

 

For convenience in this report, the terms “Company,” “our” or “we” may be used to refer to Huntsman Corporation and, unless the context otherwise requires, its subsidiaries and predecessors. In this report, “Huntsman International” refers to Huntsman International LLC (our wholly-owned subsidiary) and, unless the context otherwise requires, its subsidiaries; “AAC” refers to Arabian Amines Company, our consolidated manufacturing joint venture with the Zamil Group; “HPS” refers to Huntsman Polyurethanes Shanghai Ltd. (our consolidated splitting joint venture with Shanghai Chlor-Alkali Chemical Company, Ltd); and “SLIC” refers to Shanghai Liengheng Isocyanate Company (our unconsolidated manufacturing joint venture with BASF and three Chinese chemical companies).

 

In this report, we may use, without definition, the common names of competitors or other industry participants. We may also use the common names or abbreviations for certain chemicals or products.

 

Description of Business

 

We are a global manufacturer of differentiated organic chemical products. We operate in four segments: Polyurethanes, Performance Products, Advanced Materials and Textile Effects. Our products comprise a broad range of chemicals and formulations, which we market globally to a diversified group of consumer and industrial customers. Our products are used in a wide range of applications, including those in the adhesives, aerospace, automotive, construction products, durable and non-durable consumer products, electronics, insulation, medical, packaging, coatings and construction, power generation, refining, synthetic fiber, textile chemicals and dye industries. We are a leading global producer in many of our key product lines, including MDI, amines, maleic anhydride, epoxy-based polymer formulations, textile chemicals and dyes.

 

Company

 

Our Company, a Delaware corporation, was formed in 2004 to hold the Huntsman businesses, which were founded by Jon M. Huntsman. Mr. Huntsman founded the predecessor to our Company in 1970 as a small polystyrene plastics packaging company. Since then, we have grown through a series of acquisitions and now own a global portfolio of businesses.

 

We operate all of our businesses through Huntsman International, our wholly-owned subsidiary. Huntsman International is a Delaware limited liability company and was formed in 1999.

 

Recent Developments

 

 

Dividend Increase

 

On February 14, 2022, our Board of Directors declared a $0.2125 per share cash dividend on our common stock. This represents a 13% increase from the previous dividend.

 

Strategic Review of Textile Effects

 

In December 2021, we initiated a strategic review of our Textile Effects segment, which is headquartered in Singapore, including a possible sale of the segment. We have not set a timetable or a deadline for the conclusion of this evaluation of strategic alternatives.

 

Albemarle Settlement

 

On October 28, 2021, we won an arbitration award in excess of $600 million against Albemarle for fraud and breach of contract. On November 4, 2021, Albemarle agreed to waive any appeal and pay $665 million, of which we received $332.5 million on December 2, 2021 and expect to receive a final payment of $332.5 million by early May 2022. We agreed to terminate all proceedings relating to the dispute after receipt of the final payment. We expect to receive, on a pretax basis, a total of approximately $465 million after related legal fees, which was recognized as income associated with the Albemarle Settlement, net in our consolidated statements of operations.

 

Share Repurchase Program

 

On October 26, 2021, our Board of Directors approved a new share repurchase program of $1 billion. In conjunction with the inception of this new share repurchase program, we retired our prior share repurchase program. See “Note 22. Huntsman Corporation Stockholders’ Equity—Share Repurchase Program.”

 

Other Significant Developments During 2021

 

Other significant developments that occurred during 2021 were as follows:

 

 

On July 1, 2021, we entered into amendments to our A/R Programs that, among other things, extended the scheduled termination dates of our A/R Programs from April 2022 to July 2024. For additional information, see “Note 14. Debt—Direct and Subsidiary Debt—A/R Programs.”

 

 

On May 26, 2021, Huntsman International completed a $400 million offering of its 2031 Senior Notes. On June 23, 2021, Huntsman International applied the net proceeds from the offering, along with cash on hand, to redeem in full $400 million in aggregate principal amount of its 2022 Senior Notes and to pay accrued but unpaid interest of approximately $2 million. In addition, we paid redemption premiums and related fees and expenses of approximately $25 million and recognized a corresponding loss on early extinguishment of debt of $26 million in the second quarter of 2021. For additional information, see “Note 14. Debt—Direct and Subsidiary Debt—Senior Notes.”

 

 

On November 3, 2020, we completed the sale of the DIY business, part of our Advanced Materials segment to Pidilite Industries Ltd. and received cash of approximately $257 million. In the second quarter of 2021, we received a full payment of $28 million pursuant to an earnout provision based on the DIY business’s achievement, within 18 months, of certain sales revenue targets in line with its 2019 performance. As a result, we recognized an additional pretax gain of $28 million in the second quarter of 2021, which was recorded in gain on sale of India-based DIY business in our consolidated statements of operations.

 

 

On January 15, 2021, we completed the Gabriel Acquisition from funds affiliated with Audax Private Equity in an all-cash transaction of approximately $249 million, subject to customary closing adjustments, funded from available liquidity. The acquired business is being integrated into our Advanced Materials segment. See “Note 3. Business Combinations and Acquisitions—Acquisition of Gabriel Performance Products.”

 

 

On January 15, 2021, we redeemed in full €445 million (approximately $541 million) in aggregate principal amount of our 2021 Senior Notes at the redemption price equal to 100% of the principal amount of the notes, plus accrued and unpaid interest to, but not including, the redemption date. In connection with this redemption, we incurred an incremental cash tax liability of approximately $15 million in the first quarter of 2021 related to foreign currency exchange gains. See “Note 14. Debt—Direct and Subsidiary Debt—Senior Notes.”

 

Huntsman Corporation and Huntsman International Financial Statements

 

Except where otherwise indicated, these notes relate to the consolidated financial statements for both our Company and Huntsman International. The differences between our consolidated financial statements and Huntsman International’s consolidated financial statements relate primarily to the following:

 

 

purchase accounting recorded at our Company for the 2003 step-acquisition of Huntsman International Holdings LLC, the former parent company of Huntsman International that was merged into Huntsman International in 2005; and

 

 

the different capital structures.