Huntsman CORP
For the period ended Dec 31, 2023. Filed Feb 22, 2024.
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FY2023 · Filed Feb 22, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form****10-K
(Mark One)
| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2023 |
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OR
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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| Commission File Number | Exact Name of Registrant as Specified in its Charter, Principal Office Address and Telephone Number | State of Incorporation/Organization | I.R.S. Employer Identification No. |
|---|---|---|---|
| 001-32427 | Huntsman Corporation 10003 Woodloch Forest Drive The Woodlands, Texas 77380 (281) 719-6000 | Delaware | 42-1648585 |
| 333-85141 | Huntsman International LLC 10003 Woodloch Forest Drive The Woodlands, Texas 77380 (281) 719-6000 | Delaware | 87-0630358 |
Securities registered pursuant to Section 12(b) of the Exchange Act:
| Registrant | Title of each class | Trading Symbol | Name of each exchange on which registered |
|---|---|---|---|
| Huntsman Corporation | Common Stock, par value $0.01 per share | HUN | New York Stock Exchange |
| Huntsman International LLC | NONE | NONE | NONE |
Securities registered pursuant to Section 12(g) of the Exchange Act:
| Registrant | Title of each class |
|---|---|
| Huntsman Corporation/Huntsman International LLC | None |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
| Huntsman Corporation/Huntsman International LLC | Yes ☒ | No ☐ |
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Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.
| Huntsman Corporation/Huntsman International LLC | Yes ☐ | No ☒ |
|---|
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
| Huntsman Corporation/Huntsman International LLC | Yes ☒ | No ☐ |
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Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
| Huntsman Corporation/Huntsman International LLC | Yes ☒ | No ☐ |
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Huntsman Corporation
| Huntsman Corporation | Large accelerated filer ☒ | Accelerated filer ☐ | Non-accelerated filer ☐ | Smaller reporting company ☐ | Emerging Growth Companies ☐ |
|---|---|---|---|---|---|
| Huntsman International LLC | Large accelerated filer ☐ | Accelerated filer ☐ | Non-accelerated filer ☒ | Smaller reporting company ☐ | Emerging Growth Companies ☐ |
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued.
| Huntsman Corporation | Yes ☒ | No ☐ |
|---|---|---|
| Huntsman International LLC | Yes ☐ | No ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
| Huntsman Corporation/Huntsman International LLC | Yes ☐ | No ☐ |
|---|
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to Section 240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
| Huntsman Corporation/Huntsman International LLC | Yes ☐ | No ☒ |
|---|
On June 30, 2023, the last business day of the registrants’ most recently completed second fiscal quarter, the aggregate market value of voting and non-voting common equity held by non-affiliates was as follows:
| Registrant | Common Equity | Market Value Held by Nonaffiliates |
|---|---|---|
| Huntsman Corporation | Common Stock | $4,518,832,582(1) |
| Huntsman International LLC | Units of Membership Interest | NA(2) |
| (1) | Based on the closing price of $27.02 per share of common stock as quoted on the New York Stock Exchange. |
| (2) | All units of membership interest are held by Huntsman Corporation, an affiliate. |
On February 7, 2024, the number of shares outstanding of each of the registrant’s classes of common equity were as follows:
| Registrant | Common Equity | Outstanding |
|---|---|---|
| Huntsman Corporation | Common Stock | 172,279,907 |
| Huntsman International LLC | Units of Membership Interest | 2,728 |
This Annual Report on Form 10-K presents information for two registrants: Huntsman Corporation and Huntsman International LLC. Huntsman International LLC is a wholly owned subsidiary of Huntsman Corporation and is the principal operating company of Huntsman Corporation. The information reflected in this Annual Report on Form 10-K is equally applicable to both Huntsman Corporation and Huntsman International LLC, except where otherwise indicated.
Huntsman International LLC meets the conditions set forth in General Instructions (I)(1)(a) and (b) of Form 10-K and, to the extent applicable, is therefore filing this form with a reduced disclosure format.
Documents Incorporated by Reference
Part III: Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed within 120 days of Huntsman Corporation’s fiscal year ended December 31, 2023.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.