SEC Comment Letter for Huntsman CORP (HUN) (CIK 0001307954) (HUN) — Aug 4, 2008
Huntsman CORP (HUN) (CIK 0001307954)
Date: Aug. 4, 2008 · CIK: 0001307954 · Accession: 0000000000-08-038929
AI Filing Summary & Sentiment
File numbers found in text: 001-32427
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-7010 DIVISION OF CORPORATION FINANCE August 4, 2008 Room 7010 J. Kimo Esplin Executive Vice President and Chief Financial Officer Huntsman Corporation 500 Huntsman Way Salt Lake City, Utah 84108
Re: Huntsman Corporation Form 10-K for Year Ended December 31, 2007 File No. 001-32427
Dear Mr. Esplin:
We have reviewed your filing and have the following comments. Where indicated, we think you should re vise your document in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as deta iled as necessary in your explanation. In some of our comments, we may ask you to provi de us with information so we may better understand your disclosure. After reviewing th is information, we may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Form 10-K for Year Ended December 31, 2007
Legal Proceedings, page 51
1. With respect to the putative class action antitrust suit pending in California state court that alleges a conspi racy to fix prices of certain rubber and urethane products in California and the MTBE Litigation, we note that your discussion on page 54 does not provide information about the name of the court in which the proceedings are pending and the date the proceedings were instituted. In future
J. Kimo Esplin Huntsman Corporation August 4, 2008 Page 2 filings, please include this information in accordance with Item 103 of Regulation S-K, or otherwise, tell us why th is information is not required.
Amendment No.1 to Annual Report on Form 10-K Filed on April 29, 2008
Executive Compensation, page 4 Compensation Discussion and Analysis, page 4
Elements of Executive Compensation, page 7
2. While we note your disclosure about the subjective assessment of a named executive officer’s personal perfor mance, it remains unclear how the compensation committee measures achiev ement of the various performance components (such as Debt Reduction, SOX Compliance Personal Performance and Divisional EBITDA EH&S), and whether the performance goals within each compliance objective are different for each named executive officer. The compensation discussion and analysis s hould be sufficiently precise to identify material differences in compensation polic ies with respect to individual named executive officers. In future filings, if a named executive officer’s personal performance is measured against pre-esta blished personal goals, please disclose them to the extent material in dete rmining the amount of the incentive award payment. Refer to Section II.B.1 of Commission Release No. 33-8732A.
3. With respect to the project bonuses discu ssed on page 11, in future filings please disclose more detail regarding the factors taken in consideration by the compensation committee in determining the amount of this bonus. Your discussion should provide a comprehensiv e analysis of the substance of the compensation committee’s decision.
Summary Compensation Table, page 16
4. In future filings, please describe th e methodology for computing the aggregate incremental cost of perqui sites as required by Instruc tion 4 to Item 402(c)(2)(ix) of Regulation S-K.
Potential Payments Upon Termination or Change of Control, page 23
5. In future filings, to the extent there ar e any material conditions or obligations applicable to the receipt of payments or benefits, including non-compete, non-
J. Kimo Esplin Huntsman Corporation August 4, 2008 Page 3 solicitation and confidentiality agreements, please describe and explain such provisions. See Item 402(j) (4) of Regulation S-K.
6. In future filings, please describe and expl ain how the appropriate payment and benefit levels, such as the multiples of pay, are determined under the various circumstances that trigger payments or provision of benefits under the change of control arrangements. See paragraphs (b)(1)(v) and (j)(3) of Item 402 of Regulation S-K. Also discuss how these arrangements fit in to your overall compensation objectives and affect the decisions you made regard ing other compensation elements and the rationale for decisions made in conne ction with these arrangements.
As appropriate, please amend your filing and respond to these comments within 10 business days or tell us when you will provid e us with a response. Please submit all correspondence and supplemental materials on EDGAR as required by Rule 101 of Regulation S-T. You may wish to provide us with marked copies of any amendment to expedite our review. Please furnish a cove r letter with any amendment that keys your responses to our comments and provides any requested information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing any amendment and your responses to our comments.
We urge all persons who are responsi ble for the accuracy an d adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under the Securities Exchange Act of 1934 and th at they have provided all information investors require for an informed invest ment decision. Since the company and its management are in possession of all facts re lating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
the company is responsible for the adequacy and accuracy of the disclosure in the filing;
staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
In addition, please be advise d that the Division of Enfo rcement has access to all information you provide to the staff of the Divi sion of Corporation Fi nance in our review
J. Kimo Esplin Huntsman Corporation August 4, 2008 Page 4 of your filing or in response to our comments on your filing.
You may direct questions to Era Ana gnosti, Attorney at (202) 551- 3369, Craig Slivka, Attorney (202) 551-3729, Pamela Long, Assistant Director at (202) 551-3765 or me at (202) 551-3355.
Sincerely,
Terence O’Brien
Branch Chief
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE
August 4, 2008
Room 7010
J. Kimo Esplin
Executive Vice President and Chief Financial Officer
Huntsman Corporation
500 Huntsman Way
Salt Lake City, Utah 84108
Re: Huntsman Corporation
Form 10-K for Year Ended December 31, 2007
File No. 001-32427
Dear Mr. Esplin:
We have reviewed your filing and have the following comments. Where
indicated, we think you should re vise your document in response to these comments. If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary. Please be as deta iled as necessary in your explanation. In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure. After reviewing th is information, we may raise additional
comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall
disclosure in your filing. We look forward to working with you in these respects. We
welcome any questions you may have about our comments or any other aspect of our
review. Feel free to call us at the telephone numbers listed at the end of this letter.
Form 10-K for Year Ended December 31, 2007
Legal Proceedings, page 51
1. With respect to the putative class action antitrust suit pending in California state
court that alleges a conspi racy to fix prices of certain rubber and urethane
products in California and the MTBE Litigation, we note that your discussion on
page 54 does not provide information about the name of the court in which the
proceedings are pending and the date the proceedings were instituted. In future
J. Kimo Esplin
Huntsman Corporation
August 4, 2008 Page 2
filings, please include this information in accordance with Item 103 of Regulation
S-K, or otherwise, tell us why th is information is not required.
Amendment No.1 to Annual Report on Form 10-K Filed on April 29, 2008
Executive Compensation, page 4
Compensation Discussion and Analysis, page 4
Elements of Executive Compensation, page 7
2. While we note your disclosure about the subjective assessment of a named
executive officer’s personal perfor mance, it remains unclear how the
compensation committee measures achiev ement of the various performance
components (such as Debt Reduction, SOX Compliance Personal Performance and Divisional EBITDA EH&S), and whether the performance goals within each compliance objective are different for each named executive officer. The compensation discussion and analysis s hould be sufficiently precise to identify
material differences in compensation polic ies with respect to individual named
executive officers. In future filings, if a named executive officer’s personal
performance is measured against pre-esta blished personal goals, please disclose
them to the extent material in dete rmining the amount of the incentive award
payment. Refer to Section II.B.1 of Commission Release No. 33-8732A.
3. With respect to the project bonuses discu ssed on page 11, in future filings please
disclose more detail regarding the factors taken in consideration by the
compensation committee in determining the amount of this bonus. Your
discussion should provide a comprehensiv e analysis of the substance of the
compensation committee’s decision.
Summary Compensation Table, page 16
4. In future filings, please describe th e methodology for computing the aggregate
incremental cost of perqui sites as required by Instruc tion 4 to Item 402(c)(2)(ix)
of Regulation S-K.
Potential Payments Upon Termination or Change of Control, page 23
5. In future filings, to the extent there ar e any material conditions or obligations
applicable to the receipt of payments or benefits, including non-compete, non-
J. Kimo Esplin
Huntsman Corporation
August 4, 2008 Page 3
solicitation and confidentiality agreements, please describe and explain such provisions. See Item 402(j) (4) of Regulation S-K.
6. In future filings, please describe and expl ain how the appropriate payment and benefit
levels, such as the multiples of pay, are determined under the various circumstances
that trigger payments or provision of benefits under the change of control
arrangements. See paragraphs (b)(1)(v) and (j)(3) of Item 402 of Regulation S-K.
Also discuss how these arrangements fit in to your overall compensation objectives
and affect the decisions you made regard ing other compensation elements and the
rationale for decisions made in conne ction with these arrangements.
As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response. Please submit all
correspondence and supplemental materials on EDGAR as required by Rule 101 of Regulation S-T. You may wish to provide us with marked copies of any amendment to expedite our review. Please furnish a cove r letter with any amendment that keys your
responses to our comments and provides any requested information. Detailed cover
letters greatly facilitate our review. Please understand that we may have additional comments after reviewing any amendment and your responses to our comments.
We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision. Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
the company is responsible for the adequacy and accuracy of the disclosure in the
filing;
staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.
In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
J. Kimo Esplin
Huntsman Corporation
August 4, 2008 Page 4
of your filing or in response to our comments on your filing.
You may direct questions to Era Ana gnosti, Attorney at (202) 551- 3369, Craig
Slivka, Attorney (202) 551-3729, Pamela Long, Assistant Director at (202) 551-3765 or
me at (202) 551-3355.
Sincerely,
Terence O’Brien
Branch Chief