ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾

Quarterly report pursuant to Section 13 or 15(d)

BUSINESS COMBINATIONS

v2.4.0.8
BUSINESS COMBINATIONS
 9 Months Ended
Sep. 30, 2013
BUSINESS COMBINATIONS Ìý
BUSINESS COMBINATIONS

3. BUSINESS COMBINATIONS

PERFORMANCE ADDITIVES AND TITANIUM DIOXIDE ACQUISITION

ÌýÌýÌýÌýÌýÌýÌýÌýOn SeptemberÌý17, 2013, we entered into a definitive agreement to acquire the Performance Additives and Titanium Dioxide businesses of Rockwood Holdings,ÌýInc. for approximately $1.1Ìýbillion in cash and the assumption of approximately $225Ìýmillion in unfunded pension liabilities as of JuneÌý30, 2013. The transaction remains subject to regulatory approvals and customary closing conditions andÌýis expected to close during the first half of 2014.

OXID ACQUISITION

ÌýÌýÌýÌýÌýÌýÌýÌýOn AugustÌý29, 2013, we completed the acquisition of the chemical business of OxidÌýL.P. (the "Oxid Acquisition"), a privately-held manufacturer and marketer of specialty urethane polyols based in Houston, Texas. The acquisition cost of approximately $76Ìýmillion consisted of cash payments of approximately $66Ìýmillion and contingent consideration of $10Ìýmillion. The contingent consideration relates to an earn-out agreement which will be paid over two years if certain conditions are met. The acquired business has been integrated into our Polyurethanes segment. Transaction costs charged to expense related to this acquisition were not significant.

ÌýÌýÌýÌýÌýÌýÌýÌýWe have accounted for the Oxid Acquisition using the acquisition method. As such, we analyzed the fair value of tangible and intangible assets acquired and liabilities assumed. The preliminary allocation of acquisition cost to the assets acquired and liabilities assumed is summarized as follows (dollars in millions):

Cash paid for acquisition

 Ìý $ 66 Ìý

Contingent consideration

 Ìý Ìý 10 Ìý
Ìý Ìý Ìý Ìý

Acquisition cost

 Ìý $ 76 Ìý
Ìý Ìý Ìý Ìý

Fair value of assets acquired and liabilities assumed:

 Ìý Ìý Ìý Ìý

Accounts receivable

 Ìý $ 9 Ìý

Inventories

 Ìý Ìý 13 Ìý

Property, plant and equipment

 Ìý Ìý 59 Ìý

Accounts payable

 Ìý Ìý (4 )

Accrued liabilities

 Ìý Ìý (1 )
Ìý Ìý Ìý Ìý

Total fair value of net assets acquired

 Ìý $ 76 Ìý
Ìý Ìý Ìý Ìý

ÌýÌýÌýÌýÌýÌýÌýÌýThe acquisition cost allocation is preliminary pending final determination of the fair value of assets acquired and liabilities assumed, including final valuation of property, plant and equipment, intangible assets and the determination of related deferred taxes. For purposes of this preliminary allocation of fair value, we have assigned any excess of the acquisition cost of historical carrying values to property, plant and equipment and no amounts have been allocated to goodwill. It is possible that changes to this allocation could occur.

ÌýÌýÌýÌýÌýÌýÌýÌýIf this acquisition were to have occurred on JanuaryÌý1, 2012, the following estimated pro forma revenues and net income attributable to ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ Corporation and ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International would have been reported (dollars in millions):

ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ Corporation

Ìý
 Ìý Pro Forma Ìý
Ìý
 Ìý Three months
ended
SeptemberÌý30,		 Ìý Nine months
ended
SeptemberÌý30,		 Ìý
Ìý
 Ìý 2013 Ìý 2012 Ìý 2013 Ìý 2012 Ìý

Revenues

 Ìý $ 2,868 Ìý $ 2,764 Ìý $ 8,446 Ìý $ 8,628 Ìý

Net income attributable to ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ Corporation

 Ìý Ìý 67 Ìý Ìý 118 Ìý Ìý 94 Ìý Ìý 409 Ìý

ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International

Ìý
 Ìý Pro Forma Ìý
Ìý
 Ìý Three months
ended
SeptemberÌý30,		 Ìý Nine months
ended
SeptemberÌý30,		 Ìý
Ìý
 Ìý 2013 Ìý 2012 Ìý 2013 Ìý 2012 Ìý

Revenues

 Ìý $ 2,868 Ìý $ 2,764 Ìý $ 8,446 Ìý $ 8,628 Ìý

Net income attributable to ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International

 Ìý Ìý 71 Ìý Ìý 120 Ìý Ìý 101 Ìý Ìý 416 Ìý