ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾

Ìý

3. BUSINESS COMBINATIONS

RUSSIAN MDI, COATINGS AND SYSTEMS ACQUISITION

ÌýÌýÌýÌýÌýÌýÌýÌýOn JulyÌý3, 2012, we completed our acquisition of the remaining 55% ownership interest in International Polyurethane InvestmentÌýB.V. (the "Russian Systems House Acquisition"). This company's wholly owned subsidiary, ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ NMG Zao, is a leading supplier of polyurethane systems to the adhesives, coatings and footwear markets in Russia, Ukraine and Belarus and is headquartered in Obninsk, Russia. The acquisition cost was approximately €13Ìýmillion (approximately $16Ìýmillion). The acquired business was integrated into our Polyurethanes segment. Transaction costs charged to expense related to this acquisition were not significant. The fair value of our existing 45% ownership interest immediately prior to the acquisition was $13Ìýmillion, valued by applying the income approach. Key assumptions include a discount rate of 17% and a terminal growth rate of 4%. In connection with this transaction, we recorded a noncash pretax loss of approximately $4Ìýmillion in other operating (income) expense on the consolidation of this investment. The long-term debt of approximately $7Ìýmillion that was assumed as part of this transaction was repaid shortly after the acquisition date.

ÌýÌýÌýÌýÌýÌýÌýÌýWe have accounted for the Russian Systems House 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):

ÌýÌýÌýÌýÌýÌýÌýÌýThe acquisition cost allocation is preliminary pending final determination of the fair value of assets acquired and liabilities assumed, including final valuation of working capital, 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 over historical carrying values to property, plant and equipment and no amounts have been allocated to goodwill. It is possible that changes to this preliminary allocation could occur.

ÌýÌýÌýÌýÌýÌýÌýÌýInternational Polyurethane InvestmentÌýB.V. had revenues and earnings of $16Ìýmillion and $3Ìýmillion, respectively, for the period from the date of acquisition to SeptemberÌý30, 2012. If this acquisition were to have occurred on JanuaryÌý1, 2011, there would have been no significant impact to the combined earnings attributable to our Company and the following estimated pro forma revenues attributable to our Company would have been reported (dollars in millions):

EMA ACQUISITION

ÌýÌýÌýÌýÌýÌýÌýÌýOn DecemberÌý30, 2011, we completed the acquisition of EMA Kimya Sistemleri Sanayi ve TicaretÌýA.S. (the "EMA Acquisition"), an MDI-based polyurethanes systems house in Istanbul, Turkey for approximately $11Ìýmillion, net of cash acquired and including the repayment of assumed debt. The acquired business was integrated into our Polyurethanes segment. We have accounted for the EMA Acquisition using the acquisition method and transaction costs charged to expense associated with this acquisition were not significant. For purposes of a preliminary allocation of the acquisition cost to assets acquired and liabilities assumed, we have assigned the excess of the acquisition cost over historical carrying values of $7Ìýmillion to property, plant and equipment. At DecemberÌý31, 2011, the excess of the acquisition cost over historical carrying values had been assigned as goodwill. This preliminary purchase price allocation is likely to change once we complete the analysis of the fair value of tangible and intangible assets acquired and liabilities assumed during the fourth quarter of 2012. Net sales for the three and nine months ended SeptemberÌý30, 2011 related to the business acquired were approximately $7Ìýmillion and $19Ìýmillion, respectively. Net losses for the three and nine months ended SeptemberÌý30, 2011 related to the business acquired were approximately $(1) million and $(3) million, respectively.

LAFFANS ACQUISITION

ÌýÌýÌýÌýÌýÌýÌýÌýOn AprilÌý2, 2011, we completed the acquisition of the chemical business of Laffans Petrochemicals Limited, an amines and surfactants manufacturer located in Ankleshwar, India (the "Laffans Acquisition") at a cost of approximately $23Ìýmillion. The acquired business has been integrated into our Performance Products segment. Transaction costs charged to expense related to this acquisition were not significant.

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

ÌýÌýÌýÌýÌýÌýÌýÌýIf this acquisition were to have occurred on JanuaryÌý1, 2011, the following estimated pro forma revenues and net income attributable to ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International would have been reported (dollars in millions):

3. BUSINESS COMBINATIONS AND DISPOSITIONS

EMA ACQUISITION

ÌýÌýÌýÌýÌýÌýÌýÌýOn DecemberÌý30, 2011, we completed the acquisition of EMA Kimya Sistemleri Sanayi ve Ticaret A.S. (the "EMA Acquisition"), an MDI-based polyurethanes systems house in Istanbul, Turkey for approximately $11Ìýmillion, net of cash acquired and including the repayment of assumed debt. We have accounted for the EMA Acquisition using the acquisition method and transaction costs charged to expense associated with this acquisition were not significant. For purposes of a preliminary allocation of the acquisition cost to assets acquired and liabilities assumed, we have assigned the excess of the acquisition cost over historical carrying values of $7Ìýmillion to goodwill. This preliminary purchase price allocation is likely to change once we analyze the fair value of tangible and intangible assets acquired and liabilities assumed. Net sales for the years ended DecemberÌý31, 2011 and 2010 related to the business acquired were approximately $23Ìýmillion and $17Ìýmillion, respectively, and net loss associated with this business was $3Ìýmillion and nil, respectively, for the same periods.

SALE OF STEREOLITHOGRAPHY RESIN AND DIGITALIS® MACHINE MANUFACTURING BUSINESSES

ÌýÌýÌýÌýÌýÌýÌýÌýOn NovemberÌý1, 2011, our Advanced Materials division completed the sale of its stereolithography resin and Digitalis® machine manufacturing businesses to 3D Systems Corporation for $41Ìýmillion in cash. The stereolithography business had revenues of approximately $7Ìýmillion in 2010 and its products are used primarily in three-dimensional part building systems. The Digitalis® business is a stereolithography rapid manufacturing system previously under development by ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾. In connection with this sale, we recognized a pre-tax gain in the fourth quarter of 2011 of $34Ìýmillion which was reflected in other operating income on the accompanying consolidated statements of operations and comprehensive income (loss). We also derecognized $2Ìýmillion of goodwill that was allocated to these businesses.

LAFFANS ACQUISITION

ÌýÌýÌýÌýÌýÌýÌýÌýOn AprilÌý2, 2011, we completed the acquisition of the chemical business of Laffans Petrochemicals Limited, an amines and surfactants manufacturer located in Ankleshwar, India at an acquisition cost of approximately $23Ìýmillion. The acquired business has been integrated into our Performance Products segment. Transaction costs charged to expense related to this acquisition were not significant.

ÌýÌýÌýÌýÌýÌýÌýÌýWe have accounted for the Laffans 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):

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 over 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, 2010 the following estimated pro forma revenues and net income attributable to ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International would have been reported (dollars in millions):

TEXTILE EFFECTS ACQUISITION

ÌýÌýÌýÌýÌýÌýÌýÌýOn JuneÌý30, 2006, we acquired Ciba's textile effects business and accounted for the Textile Effects Acquisition using the purchase method. As such, we analyzed the fair value of tangible and intangible assets acquired and liabilities assumed and we determined the excess of fair value of net assets over cost. Because the fair value of the acquired assets and liabilities assumed exceeded the purchase price, the valuation of the long-lived assets acquired was reduced to zero. Accordingly, no basis was assigned to property, plant and equipment or any other non-current nonfinancial assets and the remaining excess was recorded as an extraordinary gain, net of taxes (which were not applicable because the gain was recorded in purchase accounting). During 2011, 2010 and 2009, we recorded an additional extraordinary gain (loss) on the acquisition of $4Ìýmillion, $(1) million and $6Ìýmillion, respectively, related to settlement of contingent purchase price consideration, the reversal of accruals for certain restructuring and employee termination costs recorded in connection with the Textile Effects Acquisition and a reimbursement by Ciba of certain costs pursuant to the acquisition agreements.