Quarterly report pursuant to Section 13 or 15(d)

BUSINESS COMBINATIONS

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BUSINESS COMBINATIONS
 6 Months Ended
Jun. 30, 2014
BUSINESS COMBINATIONS  
BUSINESS COMBINATIONS

3. BUSINESS COMBINATIONS

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 consists 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. Related to this earn-out agreement, $6 million was paid during the six months ended June 30, 2014. 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 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

     14  

Property, plant and equipment

     22  

Intangible assets

     36  

Accounts payable

     (4 )

Accrued liabilities

     (1 )
       
​ ​ ​ ​ ​

Total fair value of net assets acquired

   $ 76  
       
​ ​ ​ ​ ​
​ ​ ​ ​ ​
       

        Intangible assets acquired consist primarily of developed technology and customer relationships, both of which will be amortized over 15 years. If this acquisition were to have occurred on January 1, 2013, the following estimated pro forma revenues and net loss attributable to Huntsman Corporation and Huntsman International would have been reported (dollars in millions):

Huntsman Corporation

 
   Pro Forma   Pro Forma  
 
   Three months
ended
June 30, 2013
(Unaudited)		   Six months
ended
June 30, 2013
(Unaudited)		  

Revenues

   $ 2,856   $ 5,578  

Net income attributable to Huntsman Corporation

     50     27  

Huntsman International

 
   Pro Forma   Pro Forma  
 
   Three months
ended
June 30, 2013
(Unaudited)		   Six months
ended
June 30, 2013
(Unaudited)		  

Revenues

   $ 2,856   $ 5,578  

Net income attributable to Huntsman International

     52     30