ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾

Quarterly report pursuant to Section 13 or 15(d)

BUSINESS COMBINATION

v3.19.1
BUSINESS COMBINATION
3 Months Ended
Mar. 31, 2019
BUSINESS COMBINATION Ìý
BUSINESS COMBINATION

3. BUSINESS COMBINATIONÌý

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On April 23, 2018, we acquired 100% of the outstanding equity interests of Demilec (USA) Inc. and Demilec Inc. (collectively, “Demilecâ€�) for approximately $353 million,Ìýincluding working capital adjustments, in an all-cash transaction (“Demilec Acquisitionâ€�), which was funded from our previous $650 million senior secured revolving credit facility (the “Prior Credit Facilityâ€�) and our U.S. accounts receivable securitization program (“U.S. A/R Programâ€�). Demilec is a leading North American manufacturer and distributor of spray polyurethane foam formulations for residential and commercial applications. The acquired business was integrated into our Polyurethanes segment. Transaction costs charged to expense related to this acquisition were nil for the three months ended March 31, 2018. The Demilec Acquisition was aligned with our stated strategy to grow our downstream polyurethanes business and leverage our global platform to expand Demilec’s portfolio of spray polyurethane foam formulations into international markets.

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We have accounted for the Demilec 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):

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Fair value of assets acquired and liabilities assumed:

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Cash paid for the Demilec Acquisition in Q2 2018

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$

357

Purchase price adjustment received in Q3 2018

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Ìý

(4)

Net acquisition cost

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$

353

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Cash

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$

Ìý1

Accounts receivable

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Ìý

31

Inventories

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Ìý

23

Prepaid expenses and other current assets

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Ìý1

Property, plant and equipment, net

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21

Intangible assets

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177

Goodwill

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142

Accounts payable

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(16)

Accrued liabilities

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Ìý

(3)

Deferred income taxes

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(22)

Other noncurrent liabilities

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Ìý

(2)

Total fair value of net assets acquired

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$

353

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The acquisition cost allocation is preliminary pending final determination of the fair value of assets acquired and liabilities assumed, primarily related to the final valuation of deferred taxes. As a result of a preliminary valuation of the assets and liabilities, reallocations were made during 2018 in certain property, plant and equipment, intangible asset, goodwill and deferred tax balances. Intangible assets acquired included in this preliminary allocation consist primarily of trademarks, trade secrets and customer relationships, all of which are being amortized over 15 years. For purposes of this preliminary allocation of fair value, we have assigned any excess of the acquisition cost of the preliminary fair values to goodwill. During the third quarter of 2018, we received $4 million related to the settlement of certain purchase price adjustments. These purchase price adjustments were allocated to goodwill in the preliminary acquisition cost allocation. The estimated goodwill recognized is attributable primarily to projected future profitable growth, penetration into downstream markets, and synergies. It is possible that material changes to this preliminary purchase price allocation could occur.

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If this acquisition were to have occurred on January 1, 2018, the following estimated pro forma revenues, net income, net income attributable to ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ Corporation and ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International and income per share for ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ Corporation would have been reported (dollars in millions):

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Pro Forma (Unaudited)

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Three months

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ended

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March 31, 2018

Revenues

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$

2,339

Net incomeÌýÌý

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339

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

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263

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Income per share:

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Basic

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1.09

Diluted

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1.07

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Pro Forma (Unaudited)

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Three months

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ended

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March 31, 2018

Revenues

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$

2,336

Net incomeÌýÌý

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336

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

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260

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