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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
________________________
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1993
Commission file number 1-6450
GREAT LAKES CHEMICAL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 95-1765035
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
ONE GREAT LAKES BOULEVARD
P. O. BOX 2200
WEST LAFAYETTE, INDIANA 47906
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 317-497-6100
__________________________________________
Securities registered pursuant to Section 12 (b) of the Act:
Name of each exchange on
Title of each class which registered
________________________ _______________________
Common stock, $1.00 par value New York Stock Exchange
Pacific Stock Exchange
______________________________
Securities registered pursuant to Section 12 (g) of the Act: None
______________________________
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to the filing
requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [ ]
________________________________
As of March 7, 1994, the aggregate market value of the voting stock held by
non-affiliates of the registrant was $5,420,940,160.
As of March 7, 1994, 71,328,160 shares of the registrants' stock were
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the 1993 Annual Report to Stockholders are incorporated by
reference into Parts I, II and IV.
Portions of the annual proxy statement dated March 29, 1994 are
incorporated by reference into Part III.
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PART I
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Item 1. BUSINESS
GENERAL
Great Lakes Chemical Corporation is a Delaware corporation incorporated in
1933, having its principal executive offices in West Lafayette, Indiana. The
Company's operations consist of one dominant industry segment - chemicals and
allied products. Within this segment the Company is well diversified focusing
on performance chemicals, water treatment chemicals, petroleum additives and
specialized services and manufacturing. The Corporate profile on page 3 and
the Review of Operations on pages 14 through 19 of the 1993 Annual Report to
Stockholders is incorporated herein by reference.
The term "Great Lakes" as used herein means Great Lakes Chemical Corporation
and Subsidiaries unless the context indicates otherwise.
Net sales by product group are set forth in the following table (dollars in
millions):
Year ended December 31 1993 1992 1991
------ ------ -------
Performance Chemicals $ 603 $ 534 $ 488
Water Treatment Chemicals 364 259 252
Petroleum Additives 551 542 477
Specialized Services and Manufacturing 274 161 91
------ ------ -------
$1,792 $1,496 $ 1,308
------ ------ -------
------ ------ -------
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PRODUCTS AND SERVICES
The following is a list of principal and certain other products and services
provided by Great Lakes:
PERFORMANCE CHEMICALS
Plants & Major Raw
Products & Services Principal Markets Facilities Materials
- ------------------- ----------------- ---------- ----------
POLYMER ADDITIVES
Brominated and intumescent Computer and Business ElDorado, AR Bromine,
flame retardants; Antioxidants, Equipment, Consumer Newport, TN Bisphenol A,
UV absorbers or Light Electronics, Textiles, Persan, France Diphenyl
Stabilizers, Plasticizers Building and Construction, Catenoy, France Oxide
Transportation Waldkraiburg,
Germany
FUNCTIONAL INTERMEDIATES
AND FINE CHEMICALS
Bromine-based specialty Foundry Industry, Lube Oil ElDorado, AR Bromine,
chemicals, including Furfural Refining, Pharmaceutical Memphis, TN Agricultural
and furfural-based specialty Industry, Agrochemical Omaha, NE By-Products
chemicals, including furfuryl Industry, Electronics Belle Glade, FL
alcohol and POLYMEG(R) Polyols Geel, Belgium
Organofluorine compounds Widnes, U.K.
INDUSTRIAL SPECIALTY CHEMICALS
Bromine, sodium, chlorine, Telecommunications, Military, Marysville, AR Chlorine,
furfural and their derivatives, Soil, Crop and Structural ElDorado, AR Salt, Electricity
Methyl bromide, Fire extin- Pest Control, Producers of Ellesmere Port, U.K. Sulfur
guishing agent FM-200(TM), Photographic Papers and Amlwch, U.K.
Halon recycling services Film and Rubber
Compounds
WATER TREATMENT CHEMICALS
RECREATIONAL
Water sanitizers - Pool and Spa Dealers, Conyers, GA Bromine,
BioGuard(R), OMNI(R), Distributors, Mass Market Munich, Germany Chlorinated
Hydrotech(R), Guardex(R), Retailers, Builders 33 U.S. Distribution Isocynurates
Pool Time(R) Distributors, Mass Market locations
Algicides, oxidizers, pH
balancers, mineral balancers
and specialty chemicals
Key operating equipment
INDUSTRIAL
BromiCide(R) and LiquiBrom(TM) Industrial Cooling Water Adrian, MI Bromine
SpecialtyBiocides Treatment, Industrial and ElDorado, AR
Biocide dispensing Municipal Wastewater Treat-
equipment ment, Pulp and Paper and
Food Processing
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PETROLEUM ADDITIVES
Plants & Major Raw
Products & Services Principal Markets Facilities Materials
- ------------------- ----------------- ---------- ----------
Antiknock boosters for Major Oil Refineries and Fuel Ellesmere Port, U.K. Sodium,
leaded gasoline, Cetane Blenders Worldwide Paimbouef, France Ethylene,
number improvers, Multi- Bussi, Italy Lead,
functional gasoline and diesel Methyl Chloride
fuel additives, Gasoline and
diesel detergents, Petroleum
oxidants, stabilizers and
corrosion inhibitors
SPECIALIZED SERVICES AND MANUFACTURING
CUSTOM MANUFACTURING
Contract research, Process Pharmaceuticals, Agro- Konstanz, Germany
development, Custom manu- chemicals, Industrial Newport, TN
facturing of fine Specialties Widnes, U.K.
and specialty chemicals
ENVIRO-ENERGY PERFORMANCE
GROUP
Completion fluids, Sand Worldwide Oil and Gas Lafayette, LA Bromine,
control and filtration, Industry Zinc, Sodium,
Reservoir analysis, Calcium
Down-hole tools
Waste Management, Petrochemical Companies, Greensboro, NC
Contamination assessment Waste Management Firms,
and remediation, Oil Refineries, Forest
Geotechnical engineering, Product Companies,
Resource recovery and Government Agencies
material handling
TOXICOLOGICAL SERVICES
All phases of nonclinical Pharmaceutical, Chemical, Ashland, OH
toxicological testing and Veterinary, Medical, Agri-
bioanalytical services, cultural, Food, Consumer
Design of specialized Products Industries
toxicological, metabolic and
analytical chemistry programs
ENGINEERED SURFACE TREATMENTS
Dry film lubrication corrosion Aerospace, Automotive, North Hollywood, Molysulfide,
and abrasion-resistant, chip- Railroad, Machine Tool, CA Various solvents
and scuff-proof coatings, All Manufacturing Fort Worth, TX and resins
Electrically conductive Industries
coatings
INTERNATIONAL TRADING
Organic and inorganic Central and Eastern Budapest, Hungary
chemicals, Plastic resins, European Chemical
Finished agrochemicals and Industry
fertilizers
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1993 Developments
In June 1993, the Company augmented its polymer additives business with the
acquisition of Chemische Werke LOWI GmbH & Co. (Lowi), a leading manufacturer
of antioxidants, and hindered amine light stabilizers (HALS). This acquisition
also expanded the polymer additives business into the rubber and adhesives
markets.
In the Functional Intermediates and Fine Chemicals Group, the Company increased
bromine capacity and other derivative production to meet incremental market
demands for bromine-based specialty derivatives. Also, the Company expanded
production facilities in El Dorado, AR, to meet increased demand for
tetrabromobisphenol-A.
Octel Chemicals Limited (OCL) doubled its sales, performing a wide range of
custom synthesis activities, enhancing Great Lakes' presence in the European
specialty and fine chemicals industry.
A new industrial specialty chemicals plant was commissioned to produce high
purity bromide salts used in photographic materials, catalysts, pharmaceutical
intermediates and other fine chemicals. Also, FM-200(TM), a clean gaseous fire
extinguishing agent that replaces halon-based products, received U.S. EPA
approval and the Underwriters Laboratories (UL) listing mark, and passed
testing for U.S. Military and Factory Mutual insured facilities applications.
The Water Treatment Chemicals Group completed two acquisitions during 1993 that
strengthened its presence in the recreational market. In January 1993, Bayrol
Chemische Fabrik GmbH was acquired which extended the Company's presence in the
European market. In May 1993, Aqua Chem was acquired which provides an
important foothold in mass merchandising, the fastest growing sector of the
pool and spa products market.
In the Petroleum Additives Group, Octel supplied additional quantities of
antiknock compound for the Mexican market through the extension of an earlier
marketing and distribution agreement with DuPont. Also, a long-term agreement
to supply Ethyl Corporation's requirements for alkyl lead antiknock compound
will take effect in the middle of 1994.
The Specialized Services and Manufacturing Group expanded its environmental
services business with the January 1993 acquisition of Four Seasons Industrial
Services, Inc. and two associated companies.
Raw Materials
The sources of essential raw materials for bromine are the brine from
company-owned wells in Arkansas, sea water extraction plants in Europe and
bromine purchased from an affiliated company. The Arkansas properties are
located atop the Smackover lime deposits, which constitute a vast underground
sea of bromine-rich brine. The area between ElDorado and Magnolia, Arkansas,
(located about 35 miles west of ElDorado) provides the best geological location
for bromine production and both major domestic bromine manufacturers are
located there. Based on projected production rates, the Company's brine
reserves are conservatively estimated to be adequate for the foreseeable
future.
Furfural is extracted from agricultural by-products and waste
materials such as corncobs, sugar cane bagasse, rice hulls and oat hulls for
which there are few alternative uses. These raw material sources for furfural
production are expected to remain abundant and relatively inexpensive. Other
materials used in the chemical processes are obtained from outside suppliers
through purchase contracts. Supplies of these materials are believed to be
adequate for the Company's future operations.
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International Operations
Great Lakes has a substantial presence in foreign markets. The Company's
investment in foreign countries is principally in Western Europe and represents
$793 million or 42 percent of total assets.
Sales to customers in foreign countries (primarily Europe and the Far East)
amount to 62, 61 and 58 percent of total sales for the years ended December 31,
1993, 1992, and 1991, respectively. Approximately 15, 19, and 21 percent of
these foreign sales, respectively for the three years shown, are products
exported from the U.S., with the balance primarily being products manufactured
and sold by the Company's European subsidiaries and branches. The
profitability on foreign sales (including U.S. exports and foreign manufactured
products, except Octel) approximates those for domestic operations. Because of
value-added pricing, Octel's alkyl lead products have a higher profitability
than do most of the Company's other products.
The geographic segment data contained in the note "Industry Segments and
Foreign Operations" of Notes to Consolidated Financial Statements on page 36 of
the 1993 Annual Report to Stockholders is incorporated herein by reference.
Customers and Distribution
During the last three years, no single customer accounted for more than 10
percent of Great Lakes' total consolidated sales. The Company has no material
contract or subcontract with the government. A major portion of the Company's
sales are sold to industrial or commercial users for use in the production of
other products. Some products such as recreational water treatment chemicals
and supplies are sold to a large number of users or distributors. Some export
sales are marketed through distributors and brokers.
The Company's business does not normally reflect any material backlog of orders
at year-end.
Competition
Great Lakes is in competition with businesses producing the same or similar
products as well as businesses producing products intended for similar use.
There is one other major bromine and alkyl lead producer in the United States
who competes with the Company in varying degrees, depending on the product
involved. There is also one major overseas bromine competitor. In addition,
there are several small producers in the U.S. and overseas who are competitors
in several individual products. The Company is the only U.S. producer of
furfural and furfuryl alcohol, and it enjoys a strong market share in every
major geographic and product market in which it competes. The Company competes
with several manufacturers and distributors of swimming pool and spa chemicals
and equipment. Through its Bio-Lab subsidiary, the Company operates 33 branch
distribution outlets for chemicals and pool and spa equipment in the U.S.
Products are differentiated by brand names to the retail, wholesale and mass
merchandising markets.
Principal methods of competition are price, product quality and purity,
technical services and ability to deliver promptly. The Company is able to
move quickly in providing new products to meet identified market demands, and
believes its production costs are among the lowest in the world. These
factors, combined with high technical skills, allow the Company to compete
effectively. One negative factor in its ability to compete with the major
overseas producer of bromine is the fact that this producer receives
significant subsidies from its government, and enjoys favorable duty advantages
on its exports to certain markets.
Seasonality and Working Capital
The products, which the Company sells to the agricultural and swimming pool
markets, do exhibit some seasonality; however, the effect on overall Company
sales and profits is not material. Seasonality results
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in the need to build inventories for rapid delivery at certain times
of the year. The pool product season is strongest during the first six
months, requiring a build-up of inventory at the beginning of the year. Except
for certain arrangements with distributors and dealers of swimming pool and spa
products, customers are not permitted to return unsold material at the end of a
season. Extended credit terms are granted only in cases where the Company
chooses to do so to meet competition.
The alkyl lead products have somewhat larger working capital requirements than
do the Company's other major products, because of extended distribution lines
and credit terms for large volume refinery customers.
The effect of the above items on working capital requirements is not material.
Research and Development and Patents
Research and development expenditures are included in the note "Research and
Development Expense" of the Notes to Consolidated Financial Statements on page
36 of the 1993 Annual Report to Stockholders and is incorporated herein by
reference. The Company holds no patents, licenses, franchises or concessions
which are essential to its operations.
Environmental and Toxic Substances Control
Due to the hazardous nature of certain of its products, the Company is keenly
aware of the potential damage that could be done to the environment if
effective pollution controls were not maintained. Therefore, the Company has
made a commitment as one of its business objectives to install, maintain and
improve pollution control facilities wherever they are needed.
The Company meets or exceeds all presently known governmental requirements for
protection of the environment. In addition, all new facilities include
provisions for any necessary pollution controls as a normal part of their
projected costs.
Employees
The Company has approximately 7,000 employees.
Item 2. PROPERTIES
Great Lakes has plants at 32 locations in 14 states and 14 plants in 8 foreign
countries. Most principal plants are owned. Listed under Item 1 above in a
table captioned Products and Services are the principal locations at which
products are manufactured, distributed or marketed.
The Company leases warehouses, distribution centers and space for offices
throughout the world. All of the Company's facilities are in good repair,
suitable for the Company's businesses, and have sufficient space to meet
present marketing demands at an efficient operating level.
Item 3. LEGAL PROCEEDINGS
There are no material pending legal proceedings involving the Company, its
subsidiaries or any of its properties. Furthermore, no director, officer or
affiliate of the Company, or any associate of any director or officer is
involved, or has a material interest in, any proceeding which would have a
material adverse effect on the Company.
Item 103 of Regulation S-K requires disclosure of administrative or judicial
proceedings arising under any federal, state or local provisions dealing with
protection of the environment, if the monetary sanctions might
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exceed $100,000. The following proceedings may result in sanctions exceeding
$100,000.
In 1993, the Company and the United States Environmental Protection Agency
agreed in principle to settle an action brought by the EPA under Section
15(1)(c) of TOSCA for a payment of $125,000 and the performance of $2,000,000
of environmentally beneficial capital projects at the Company's ElDorado,
Arkansas, site. The proposed consent decree states that the Company does not
admit the allegations made by the EPA.
The United States Environmental Protection Agency and the Company have agreed
in principle to a payment by the Company of a civil penalty in the amount of
$190,000 in full satisfaction of claims by the EPA that the Company violated
the Clean Water Act based on allegations of discharges from its ElDorado,
Arkansas, facility. No complaint has been filed and no formal action has been
commenced. The proposed consent decree states that the Company does not admit
the allegations made by the EPA.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of security holders during the quarter ended
December 31, 1993.
PART II
-------
Item 5. MARKET FOR THE REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
As of March 7, 1994, there were approximately 4,850 registered holders of Great
Lakes Common Stock. Additional information is contained in the 1993 Annual
Report to Stockholders, under the captions "Stock Price Data" and "Cash
Dividends Paid" on pages 1 and 26, respectively, all of which are incorporated
herein by reference.
Item 6. SELECTED FINANCIAL DATA
This information is contained in the 1993 Annual Report to Stockholders, under
the caption "Financial Review" on pages 20 and 21, and is incorporated herein
by reference.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
"Management's Discussion and Analysis of Results of Operations and Financial
Condition" on pages 14 through 19 and pages 22 through 26 of the 1993 Annual
Report to Stockholders, is incorporated herein by reference.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated financial statements together with the report thereon of Ernst
& Young dated January 31, 1994, appearing on pages 27 through 38 and the
"Quarterly Results of Operations" on page 39 of the 1993 Annual Report to
Stockholders, are incorporated herein by reference.
Item 9. DISAGREEMENT OF ACCOUNTING AND FINANCIAL DISCLOSURE
No change of auditors or disagreements on accounting methods have occurred
which would require disclosure hereunder.
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PART III
--------
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Executive Officers
Served as
Name and Age Office Officer Since
- ------------ ------ -------------
Emerson Kampen, 65 Chairman, President and Chief Executive Officer 1962
Robert T. Jeffares, 58 Senior Vice President and Chief Financial Officer 1983
Robert B. McDonald, 57 Senior Vice President 1981
David R. Bouchard, 50 Vice President, International 1990
David A. Hall, 49 Vice President, Development 1987
Robert L. Hollier, 51 Vice President 1991
Lowell C. Horwedel, 61 Vice President 1984
L. Donald Simpson, 58 Vice President 1992
John B. Talpas, 50 Vice President 1988
Rudolph J. H. Voorhoeve, 55 Vice President, Technology 1990
Charles T. Ludwig, 46 Associate Vice President, Flame Retardants
and Specialties 1991
David C. Sanders, 50 Associate Vice President, Research and Development 1990
Richard R. Ferguson, 42 Treasurer and Corporate Secretary 1991
Robert J. Smith, 47 Corporate Controller 1993
Information with respect to directors of the Company is contained under the
heading "Proposal One: Election of Directors" in the Great Lakes' Proxy
Statement relating to the 1994 Annual Meeting of Shareholders dated March 29,
1994, which is incorporated herein by reference.
Item 11. EXECUTIVE COMPENSATION
The information under the heading "Executive Compensation and Other
Information" in the 1994 Proxy Statement is incorporated by reference in this
report.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information under the heading "Security Ownership of Certain Beneficial
Owners and Management" in the 1994 Proxy Statement is included by reference in
this report.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information under the heading "Compensation Committee Interlocks and
Insider Participation" in the 1994 Proxy Statement is included by reference in
this report.
PART IV
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Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) 1. Financial Statements
The following Consolidated financial statements of Great Lakes Chemical
Corporation and Subsidiaries and related notes thereto, together with the
report thereon of Ernst & Young dated January 31, 1994, appearing on pages 27
through 38 of the 1993 Annual Report to Stockholders, are incorporated by
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reference in Item 8:
Consolidated Balance Sheets -- December 31, 1993 and 1992
Consolidated Statements of Income and Retained Earnings --
Years ended December 31, 1993, 1992 and 1991
Consolidated Statements of Cash Flows --
Years ended December 31, 1993, 1992 and 1991
Notes to Consolidated Financial Statements
2. Financial Statement Schedules
The following additional information is filed as part of this report and should
be read in conjunction with the 1993 financial statements.
Schedule VIII -- Valuation and Qualifying accounts
All other schedules for which provision is made in the applicable accounting
regulation of the Securities and Exchange Commission are not required under the
related instructions or are inapplicable, and therefore have been omitted.
3. Exhibits
11. Computation of Per Share Earnings
13. 1993 Annual Report to Stockholders
21. Subsidiaries -- Incorporated herein by reference is the list of
subsidiaries appearing on page 40 of the 1993 Annual Report to
Stockholders.
23. Consents of Independent Auditors
(b) Reports on Form 8-K
There were no Form 8-K's filed during the quarter ended December 31, 1993.
(c) Exhibits
The response to this section of Item 14 is submitted as a separate section of
this report.
(d) Financial Statement Schedules
The response to this section of Item 14 is submitted as a separate section of
this report.
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SCHEDULE VIII
GREAT LAKES CHEMICAL CORPORATION AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
THREE YEARS ENDED DECEMBER 31, 1993
Additions
Balance at ---------------------------------
Beginning Charges to Costs Charged to Balance at End
Description of Period and Expenses Other Accounts Deductions of Period
- ----------- ----------- --------------- -------------- ----------- ---------------
1993:
Reserve deducted from asset:
Allowance for doubtful accounts
receivable $ 4,317,000 $ 2,833,000 $ 2,005,000(A) $ 2,067,000(B) $ 7,088,000
----------- --------------- ---------------- --------------- -------------
Accumulated amortization of
excess of investment over
net assets of subsidiaries
acquired $ 25,272,000 $ 17,970,000 $ -0- $ -0- $ 43,242,000
----------- --------------- -------------- -------------- ---------------
1992:
Reserve deducted from asset:
Allowance for doubtful
accounts receivable $ 4,710,000 $ 9,428,000 $ -0- $ 9,821,000(B) $ 4,317,000
----------- --------------- -------------- -------------- --------------
Accumulated amortization of
excess of investment over
net assets of subsidiaries
acquired $ 17,624,000 $ 7,648,000 $ -0- $ -0- $ 25,272,000
----------- --------------- -------------- ------------- ---------------
1991:
Reserve deducted from asset:
Allowance for doubtful
accounts receivable $ 5,491,000 $ 2,393,000 $ -0- $ 3,174,000(B) $ 4,710,000
----------- --------------- -------------- ------------- --------------
Accumulated amortization of
excess of investment over
net assets of subsidiaries
acquired $ 11,225,000 $ 6,399,000 $ -0- $ -0- $ 17,624,000
----------- --------------- -------------- ------------- --------------
(A) Reserve balance of Bayrol and Lowi at date of acquisition.
(B) Uncollectible accounts receivable written off, net of recoveries and
foreign currency translation.
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SIGNATURES
- ----------
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
GREAT LAKES CHEMICAL CORPORATION
- --------------------------------
(Registrant)
Date March 1, 1994 /s/ Emerson Kampen
- -------------------------------- -----------------------------------
Emerson Kampen, Chairman, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated:
Date March 1, 1994 /s/ Robert T. Jeffares
- ------------------ -----------------------------------
Robert T. Jeffares
Senior Vice President and
Chief Financial Officer
Date March 1, 1994 /s/ Robert J. Smith
- ------------------ -----------------------------------
Robert J. Smith, Controller
(Principal Accounting Officer)
Date March 1, 1994 /s/ William H. Congleton
- ------------------ -----------------------------------
William H. Congleton, Director
Date March 1, 1994 /s/ John S. Day
- ------------------ -----------------------------------
John S. Day, Director
Date March 1, 1994 /s/ Herschel H. Friday
- ------------------ -----------------------------------
Herschel H. Friday, Director
Date March 1, 1994 /s/ Martin M. Hale
- ------------------ -----------------------------------
Martin M. Hale, Director
Date March 1, 1994 /s/ Leo H. Johnstone
- ------------------ -----------------------------------
Leo H. Johnstone, Director
Date March 1, 1994 /s/ Emerson Kampen
- ------------------ -----------------------------------
Emerson Kampen, Director
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INDEPENDENT AUDITORS' REPORT
To the Stockholders of Arkansas Chemicals, Inc.:
We have audited the balance sheets of Arkansas Chemicals, Inc. as of December
31, 1993 and 1992, and the related statements of income and retained earnings
and of cash flows for each of the three years in the period ended December 31,
1993 (not presented separately herein). These financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the financial position of the Company at December 31, 1993 and 1992,
and the results of its operations and its cash flows for each of the three
years in the period ended December 31, 1993 in conformity with generally
accepted accounting principles.
Deloitte & Touche
Pittsburgh, Pennsylvania
January 31, 1994
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INDEPENDENT AUDITORS' REPORT
To the Board of Directors
and Shareholders of
Huntsman Chemical Corporation:
We have audited the consolidated balance sheets of Huntsman Chemical
Corporation and subsidiaries as of December 31, 1993 and 1992, and the related
consolidated statements of income, stockholders' equity, and cash flows for the
years then ended (not presented separately herein). These financial statements
are the responsibilities of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of Huntsman Chemical Corporation and
subsidiaries as of December 31, 1993 and 1992, and the results of their
operations and their cash flows for the years then ended in conformity with
generally accepted accounting principles.
Deloitte & Touche
Salt Lake City, Utah
January 26, 1994
(March 18, 1994 as to note 5)
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