乐天堂fun88(中国区)官方网站

Quarterly report pursuant to Section 13 or 15(d)

GENERAL (Policies)

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GENERAL (Policies)
6 Months Ended
Jun. 30, 2018
GENERAL
PRINCIPLES OF CONSOLIDATION

Principles of Consolidation

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.

RECLASSIFICATIONS

Reclassifications

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 Accounting Pronouncements.鈥�

RECENT DEVELOPMENTS

Recent Developments

Unsecured Revolving Credit Facility

On May 21, 2018, 乐天堂fun88(中国区)官方网站 International entered into a new $1.2 billion senior unsecured revolving credit facility (the 鈥�2018 Credit Facility鈥�). Borrowings under the 2018 Credit Facility will bear interest at the rates specified in the credit agreement governing the 2018 Credit Facility, which will vary based on the type of loan and 乐天堂fun88(中国区)官方网站 International鈥檚 debt ratings. Unless earlier terminated, the 2018 Credit Facility will mature in May 2023. 乐天堂fun88(中国区)官方网站 International may increase the 2018 Credit Facility commitments up to an additional $500 million, subject to the satisfaction of certain conditions. See 鈥淣ote 8. Debt鈥擠irect and Subsidiary Debt鈥擟redit Facility.鈥�

In connection with entering into the 2018 Credit Facility, 乐天堂fun88(中国区)官方网站 International terminated all commitments and repaid all obligations under its previous $650 million senior secured revolving credit facility (the 鈥淧rior Credit Facility鈥�). In addition, we recognized a loss of early extinguishment of debt of $3 million. Upon the termination of the Prior Credit Facility, all guarantees of the obligations under the Prior Credit Facility were terminated, and all liens granted under the Prior Credit Facility were released.

Share Repurchase Program听

On February 7, 2018 and on May 3, 2018, our Board of Directors authorized us to repurchase up to an additional $950 million in shares of our common stock in addition to the $50 million remaining under our September 2015 share repurchase authorization. The share repurchase program will be supported by our free cash flow generation and by the monetization of Venator shares. During the six months ended June 30, 2018, we repurchased 4,632,402 shares of our common stock for approximately $138 million, including commissions, under the repurchase program, of which $3 million was settled in July 2018. From July 1, 2018 through July 23, 2018, we repurchased an additional 542,933 shares of our common stock for approximately $16 million, including commissions. See 鈥淣ote 13. 乐天堂fun88(中国区)官方网站 Corporation Stockholders鈥� Equity.鈥�

Demilec Acquisition

On April 23, 2018, we acquired 100% of the outstanding equity interests of Demilec (USA) Inc. and Demilec Inc. (collectively, 鈥淒emilec鈥�) for approximately $357 million, including听preliminary working capital adjustments, in an all-cash transaction (鈥淒emilec Acquisition鈥�), which was funded from our Prior Credit Facility 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 is being integrated into our Polyurethanes segment. See 鈥淣ote 3. Business Combination.鈥�

USE OF ESTIMATES

Use of Estimates

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.