乐天堂fun88(中国区)官方网站

1. GENERAL

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Certain Definitions

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For convenience in this report, the terms 鈥淐ompany,鈥� 鈥溊痔焯胒un88(中国区)官方网站,鈥� 鈥渙ur,鈥� 鈥渦s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听LLC (our wholly owned subsidiary).

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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.

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Interim Financial Statements

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Our unaudited interim condensed consolidated financial statements and 乐天堂fun88(中国区)官方网站 International鈥檚 unaudited interim condensed consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (鈥淕AAP鈥� or 鈥淯.S.听GAAP鈥�) and in management鈥檚 opinion reflect all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of results of operations, comprehensive income, financial position and cash flows for the periods presented. Results for interim periods are not necessarily indicative of those to be expected for the full year. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes to consolidated financial statements included in the Annual Report on Form听10鈥慘 for the year ended December听31, 2017 for our Company and 乐天堂fun88(中国区)官方网站 International.

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Description of Business

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We are a global manufacturer of differentiated organic chemical products. 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, personal care and hygiene, durable and non-durable consumer products, digital inks, electronics, medical, packaging, coatings and construction, power generation, refining, synthetic fiber, textile chemicals and dyes industries. We are a leading global producer in many of our key product lines, including MDI, amines, surfactants, maleic anhydride, epoxy-based polymer formulations, textile chemicals and dyes.

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We operate in four segments: Polyurethanes, Performance Products, Advanced Materials and Textile Effects. In August 2017, we separated our Titanium Dioxide and Performance Additives business (the 鈥淧&A Business鈥�) through an initial public offering (鈥淚PO鈥�) of ordinary shares of Venator Materials PLC (鈥淰enator鈥�), formerly our wholly-owned subsidiary (the 鈥淪eparation鈥�). Beginning in the third quarter of 2017, we reported the results of the P&A Business as discontinued operations. See 鈥淣ote 3. Discontinued Operations.鈥� In a series of transactions beginning in 2006, we sold or shut down substantially all of our Australian styrenics operations and our North American polymers and base chemicals operations. We also report the results of these businesses as discontinued operations.

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Company

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Our Company, a Delaware corporation, was formed in 2004 to hold the 乐天堂fun88(中国区)官方网站 businesses. Jon听M. 乐天堂fun88(中国区)官方网站 founded the predecessor to our Company in 1970 as a small packaging company. Since then, we have grown through a series of acquisitions and now own a global portfolio of businesses.

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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.

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乐天堂fun88(中国区)官方网站 Corporation and 乐天堂fun88(中国区)官方网站 International Financial Statements

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

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Principles of Consolidation

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Our condensed consolidated financial statements include the accounts of our wholly鈥憃wned and majority鈥憃wned subsidiaries and any variable interest entities for which we are the primary beneficiary. Intercompany accounts and transactions have been eliminated.

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Reclassifications听

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Certain amounts in the consolidated financial statements for prior periods have been reclassified to conform with the current presentation. These reclassifications presented the other components of net periodic pension cost and net periodic postretirement cost within other nonoperating income in accordance with Accounting Standards Update (鈥淎SU鈥�) No. 2017-07, Compensation鈥擱etirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. We previously presented these amounts within cost of goods sold and selling, general and administrative expenses. See 鈥淣ote 2. Recently Issued Pronouncements.鈥�

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Recent Developments听

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Demilec Acquisition

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On April 23, 2018, we acquired Demilec (USA) Inc. and Demilec Inc. (collectively, 鈥淒emilec鈥�) for approximately $350 million, subject to customary working capital adjustments, in an all-cash transaction (鈥淒emilec Acquisition鈥�), which was funded from our revolving facility (鈥淩evolving Facility鈥�) and our U.S. accounts receivable securitization program (鈥淯.S. A/R Program鈥�). Demilec is a leading North American manufacturer and distributor of spray polyurethane foam formulations for residential and commercial applications. The acquired business will be integrated into our Polyurethanes segment. The Demilec Acquisition is aligned with our Company鈥檚 stated strategy to grow its downstream polyurethanes business and leverage its global platform to expand Demilec鈥檚 portfolio of spray polyurethane foam formulations into international markets. The preliminary purchase price allocation is in its early stages, and all items are pending valuation.听

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Share Repurchase Program听

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On February 7, 2018, our Board of Directors authorized our Company to repurchase up to an additional $400听million in shares of our common stock in addition to the $50 million remaining under our September 2015 share repurchase authorization. During the three months ended March 31, 2018, we repurchased 1,685,300 shares of our common stock for approximately $51 million under the repurchase program. From April 1, 2018 through April 19, 2018, we repurchased an additional 1,822,315 shares of our common stock for approximately $52 million. See 鈥淣ote 12. 乐天堂fun88(中国区)官方网站 Corporation Stockholders鈥� Equity.鈥�

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Use of Estimates

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The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

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