Quarterly report pursuant to Section 13 or 15(d)

BUSINESS COMBINATIONS

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BUSINESS COMBINATIONS
 9 Months Ended
Sep. 30, 2013
BUSINESS COMBINATIONS  
BUSINESS COMBINATIONS

3. BUSINESS COMBINATIONS

PERFORMANCE ADDITIVES AND TITANIUM DIOXIDE ACQUISITION

        On September 17, 2013, we entered into a definitive agreement to acquire the Performance Additives and Titanium Dioxide businesses of Rockwood Holdings, Inc. for approximately $1.1 billion in cash and the assumption of approximately $225 million in unfunded pension liabilities as of June 30, 2013. The transaction remains subject to regulatory approvals and customary closing conditions and is expected to close during the first half of 2014.

OXID ACQUISITION

        On August 29, 2013, we completed the acquisition of the chemical business of Oxid L.P. (the "Oxid Acquisition"), a privately-held manufacturer and marketer of specialty urethane polyols based in Houston, Texas. The acquisition cost of approximately $76 million consisted of cash payments of approximately $66 million and contingent consideration of $10 million. 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.

        We 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

   $ 66  

Contingent consideration

     10  
       

Acquisition cost

   $ 76  
       

Fair value of assets acquired and liabilities assumed:

        

Accounts receivable

   $ 9  

Inventories

     13  

Property, plant and equipment

     59  

Accounts payable

     (4 )

Accrued liabilities

     (1 )
       

Total fair value of net assets acquired

   $ 76  
       

        The 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.

        If this acquisition were to have occurred on January 1, 2012, the following estimated pro forma revenues and net income attributable to Huntsman Corporation and Huntsman International would have been reported (dollars in millions):

Huntsman Corporation

 
   Pro Forma  
 
   Three months
ended
September 30,		   Nine months
ended
September 30,		  
 
   2013   2012   2013   2012  

Revenues

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

Net income attributable to Huntsman Corporation

     67     118     94     409  

Huntsman International

 
   Pro Forma  
 
   Three months
ended
September 30,		   Nine months
ended
September 30,		  
 
   2013   2012   2013   2012  

Revenues

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

Net income attributable to Huntsman International

     71     120     101     416