SEC Comment Letter for Huntsman CORP (HUN) (CIK 0001307954) (HUN) — May 8, 2009
Huntsman CORP (HUN) (CIK 0001307954)
Date: May 8, 2009 · CIK: 0001307954 · Accession: 0000000000-09-024760
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 May 8, 2009 Mail Stop 7010 Via U.S. Mail and Facsimile 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/A for Fiscal Year Ended December 31, 2008 Filed on April 30, 2009 File No. 001-32427
Dear Mr. Esplin: We have limited our review of your filing to those issues we have addressed in our comments. If you disagree, we will c onsider your explanation as to why our comment is inapplicable or a revision is unneces sary. Please be as detailed as necessary in your explanation. In some of our comme nts, we may ask you to provide us with information so we may better understand your disclosure. After reviewing this 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.
Executive Compensation, page 4
Elements of Compensation, page 9
Annual Incentive Awards, page 10
1. We note that the compensation committee has selected the adjusted EBITDA as the fundamental component among the various financial metrics used to determine and evaluate the annual in centive compensation. Please note that while you disclose that
J. Kimo Esplin Huntsman Corporation May 8, 2009 Page 2
the EBITDA gets adjusted on the same ba sis and factors as the adjusted EBITDA reported in your “fiscal-year-end earnings re lease”, in accordance with Instruction 5 of Item 402(b) of Regulation S-K, your disc losure needs to identify how this measure was calculated from your audited fina ncial statements. Please advise.
Long Term Compensation, page 11 2. We note minimal, if any, analysis as to how the ultimate level of annual equity awards were determined. For each named executive officer state the factors that were considered in deriving the awards report ed in the table on page 12 and provide substantive analysis and insight into why the Compensation Committee determined that the levels of compensation were appropr iate in light of the factors considered.
* * *
As appropriate, please respond to these co mments within 10 business days or tell us when you will provide 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 a ny amendment to expedite our review. Please furnish a cover letter that keys your res ponses to our comments and provides any requested information. Detailed cover lette rs greatly facilitate our review. Please understand that we may have additional commen ts after reviewing 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.
J. Kimo Esplin Huntsman Corporation May 8, 2009 Page 3
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 of your filing or in response to our comments on your filing. You may contact Era Anagnosti, Staff Attorney, at (202) 551-3369 or, in her absence, the undersigned at (202) 551-3397 if you have any questions regarding these comments. Sincerely, Jay E. Ingram Legal Branch Chief
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE
May 8, 2009 Mail Stop 7010
Via U.S. Mail and Facsimile
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/A for Fiscal Year Ended December 31, 2008 Filed on April 30, 2009 File No. 001-32427
Dear Mr. Esplin:
We have limited our review of your filing to those issues we have addressed in
our comments. If you disagree, we will c onsider your explanation as to why our
comment is inapplicable or a revision is unneces sary. Please be as detailed as necessary
in your explanation. In some of our comme nts, we may ask you to provide us with
information so we may better understand your disclosure. After reviewing this
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.
Executive Compensation, page 4
Elements of Compensation, page 9
Annual Incentive Awards, page 10
1. We note that the compensation committee has selected the adjusted EBITDA as the
fundamental component among the various financial metrics used to determine and evaluate the annual in centive compensation. Please note that while you disclose that
J. Kimo Esplin
Huntsman Corporation May 8, 2009
Page 2
the EBITDA gets adjusted on the same ba sis and factors as the adjusted EBITDA
reported in your “fiscal-year-end earnings re lease”, in accordance with Instruction 5
of Item 402(b) of Regulation S-K, your disc losure needs to identify how this measure
was calculated from your audited fina ncial statements. Please advise.
Long Term Compensation, page 11
2. We note minimal, if any, analysis as to how the ultimate level of annual equity
awards were determined. For each named executive officer state the factors that were considered in deriving the awards report ed in the table on page 12 and provide
substantive analysis and insight into why the Compensation Committee determined
that the levels of compensation were appropr iate in light of the factors considered.
* * *
As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide 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 a ny amendment to expedite our review. Please
furnish a cover letter that keys your res ponses to our comments and provides any
requested information. Detailed cover lette rs greatly facilitate our review. Please
understand that we may have additional commen ts after reviewing 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.
J. Kimo Esplin
Huntsman Corporation May 8, 2009
Page 3
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
of your filing or in response to our comments on your filing. You may contact Era Anagnosti, Staff Attorney, at (202) 551-3369 or, in her
absence, the undersigned at (202) 551-3397 if you have any questions regarding these
comments.
Sincerely, Jay E. Ingram Legal Branch Chief