乐天堂fun88(中国区)官方网站

Annual report pursuant to Section 13 and 15(d)

Note 1 - General

v3.20.4
Note 1 - General
12 Months Ended
Dec. 31, 2020
Notes to Financial Statements
Nature of Operations [Text Block]

1. GENERAL

Definitions

For convenience in this report, the terms 鈥淐ompany,鈥� 鈥渙ur鈥� or 鈥渨e鈥� may be used to refer to 乐天堂fun88(中国区)官方网站 Corporation and, unless the context otherwise requires, its subsidiaries and predecessors. In this report, 鈥溊痔焯胒un88(中国区)官方网站 International鈥� refers to 乐天堂fun88(中国区)官方网站 International LLC (our wholly-owned subsidiary) and, unless the context otherwise requires, its subsidiaries; 鈥淎AC鈥� refers to Arabian Amines Company, our consolidated manufacturing joint venture with the Zamil Group; 鈥淗PS鈥� refers to 乐天堂fun88(中国区)官方网站 Polyurethanes Shanghai Ltd. (our consolidated splitting joint venture with Shanghai Chlor-Alkali Chemical Company, Ltd); and 鈥淪LIC鈥� 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 乐天堂fun88(中国区)官方网站 businesses, which were founded by Jon M. 乐天堂fun88(中国区)官方网站. Mr. 乐天堂fun88(中国区)官方网站 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.

Currently, we operate all of our businesses through 乐天堂fun88(中国区)官方网站 International, our wholly-owned subsidiary. 乐天堂fun88(中国区)官方网站 International is a Delaware limited liability company and was formed in 1999.

Recent Developments

COVID-19 Update听

The outbreak of the COVID-19听has spread from China to many other countries, including the U.S.听In March 2020, the World Health Organization characterized COVID-19 as a pandemic. As of December 31,听2020, there have not been any significant interruptions in our ability to provide our products and support to our customers. However, the COVID-19 pandemic has significantly impacted economic conditions throughout the U.S. and the world, including the markets in which we operate. Demand for our products declined at a rapid pace in the second quarter 2020, which led to a meaningful adverse impact on our revenues and financial results. Although we have experienced improved conditions in most of our core markets in the second half of 2020, there continues to be many uncertainties regarding the impact of the COVID-19 pandemic, including the scope of scientific and health issues, the anticipated duration of the pandemic and the extent of local, regional and worldwide economic, social and political disruption. Given such uncertainties, it is difficult to estimate the magnitude COVID-19 may impact our future business, but we expect any adverse impact to continue for some time.

In response to the impact of COVID-19, we have implemented, and may continue to implement, cost saving initiatives, including:

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suspended merit and general wage increases that customarily would have occurred听at the end of the first quarter of 2020;

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implemented a temporary hiring freeze for all non-business critical positions;

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accelerated integration efforts related to the听Icynene-Lapolla and CVC Thermoset Specialties acquisitions in order to more expeditiously capture related synergies;

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implemented restructuring programs in our Polyurethanes segment to reorganize our spray polyurethane foam business to better position this business for efficiencies and growth in coming years and to optimize our downstream footprint;

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implemented a restructuring program in our Performance Products segment, primarily related to workforce reductions, in response to the sale of our Chemical Intermediates Businesses to Indorama;

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implemented restructuring programs in our Advanced Materials segment, primarily related to workforce reductions in connection with the CVC Thermoset Specialties Acquisition and the alignment of the segment鈥檚 commercial organization and optimization of the segment鈥檚 manufacturing processes; and

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implemented restructuring programs in our Textile Effects segment to rationalize and realign structurally across various functions and certain locations within the segment.

For more information regarding our 2020 restructuring activities, see 鈥淣ote 13. Restructuring, Impairment and Plant Closing Costs (Credits).鈥�

Redemption of the 2021 Senior Notes

On January 15, 2021, we redeemed in full 鈧�445 million (approximately $541听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.

Acquisition of Gabriel Performance Products

On January 15, 2021, we completed the听acquisition of听Gabriel, a North American specialty chemical manufacturer of specialty additives and epoxy curing agents for the coatings, adhesives, sealants and composite end-markets, from funds affiliated with Audax Private Equity in an all-cash transaction of approximately $250 million, subject to customary closing adjustments, funded from available liquidity. The acquired business will be integrated into our Advanced Materials segment.

Sale of Assets at our Basel, Switzerland Site

In November 2020, we entered into a sale and leaseback agreement to sell certain properties in Basel, Switzerland for approximately CHF 67听million (approximately $73听million) and to lease those properties back for five years. This transaction resulted in a pretax gain of approximately CHF 30听million (approximately $33听million).听

Sale of India-Based Do-It-Yourself Consumer Adhesives Business

On November 3, 2020, we completed the sale of the India-based DIY听business, previously part of our听Advanced Materials segment, to Pidilite Industries Ltd. and received cash of approximately $257听million. Under the terms of the agreement, we may听receive up to approximately $28 million of additional cash under an earnout within 18 months if the business achieves certain sales revenue targets in line with the DIY business' 2019 performance. In connection with this sale, we recognized a听pretax gain of $247听million in the fourth quarter of 2020, which was recorded in gain on sale of India-based DIY business in our consolidated statements of operations.

Sale of Venator Interest听

On December 23, 2020, we completed the sale of approximately 42.4 million ordinary shares of Venator听to funds advised by SK Capital Partners, LP.听We received approximately $99听million in cash, which included听$8 million for a 30-month option as described below.听In addition to the cash proceeds received from the sale, we achieved immediate cash tax savings of approximately $150 million by offsetting the capital loss on the sale of Venator shares against the capital gain realized on the sale of our Chemical Intermediates Businesses.听See 鈥淣ote 4. Discontinued Operations and Business Dispositions鈥擲eparation and Deconsolidation of Venator.鈥�

Concurrently with the sale of Venator ordinary shares, we entered into an option agreement, pursuant to which we granted an option to funds advised by SK听Capital Partners, LP听to purchase the remaining approximate 9.7 million ordinary shares we hold in Venator at $2.15 per share. The option will expire on June 23, 2023 and will not be exercisable so long as such exercise would result in a default or an "Event of Default" under Venator鈥檚 Term Loan Credit Agreement and Revolving Credit Agreement.听

In connection with the 2017 initial public offering of Venator, we recorded a receivable of approximately $34 million related to certain income tax benefits that was reduced upon completion of the sale of Venator shares to SK Capital Partners, LP due to a change of control limitation on specific Venator tax attributes. Accordingly, we wrote off approximately $31 million of this receivable upon completion of the sale of the Venator ordinary shares in December 2020.

Other Significant Developments During 2020

Other significant developments that occurred during 2020 were as follows:

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In May 2020, we completed the CVC Thermoset Specialties Acquisition. For more information, see 鈥淣ote 3. Business Combinations and Acquisitions鈥擜cquisition of CVC Thermoset Specialties."

鈼� In February 2020, we completed the Icynene-Lapolla Acquisition. For more information, see 鈥淣ote 3. Business Combinations and Acquisitions鈥擜cquisition of Icynene-Lapolla.鈥澨�

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In January 2020, we completed the sale of our Chemical Intermediates Businesses to Indorama in a transaction valued at approximately $2 billion, comprised of a cash purchase price of approximately $1.92 billion and the transfer of approximately $72 million in net underfunded pension and other post-employment benefit liabilities. For more information, see 鈥淣ote 4. Discontinued Operations and Business Dispositions鈥擲ale of Chemical Intermediates Businesses.鈥�

Huntsman Corporation and Huntsman International Financial Statements

Except where otherwise indicated, these notes relate to the consolidated financial statements for both our Company and 乐天堂fun88(中国区)官方网站 International. The differences between our consolidated financial statements and 乐天堂fun88(中国区)官方网站 International鈥檚 consolidated financial statements relate primarily to the following:

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purchase accounting recorded at our Company for the 2003 step-acquisition of 乐天堂fun88(中国区)官方网站 International Holdings听LLC, the former parent company of 乐天堂fun88(中国区)官方网站 International that was merged into 乐天堂fun88(中国区)官方网站 International in 2005;

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the different capital structures; and

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a note payable from 乐天堂fun88(中国区)官方网站 International to us, which was repaid in full during the first quarter of 2020.