Quarterly report pursuant to Section 13 or 15(d)

BUSINESS COMBINATIONS AND ACQUISITIONS

v3.20.1
BUSINESS COMBINATIONS AND ACQUISITIONS
3 Months Ended
Mar. 31, 2020
BUSINESS COMBINATIONS AND ACQUISITIONS  
BUSINESS COMBINATIONS AND ACQUISITIONS

3. BUSINESS COMBINATIONS AND ACQUISITIONS

Acquisition of Icynene-Lapolla

As discussed in “Note 1. GeneralRecent DevelopmentsAcquisition of Icynene-Lapolla,” we completed the Icynene-Lapolla Acquisition on February 20, 2020. Transaction costs charged to expense related to this acquisition were approximately $10 million for the three months ended March 31, 2020 and were recorded in other operating expenses, net in our condensed consolidated statements of operations.

We have accounted for the Icynene-Lapolla 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):

Fair value of assets acquired and liabilities assumed:

Cash paid for the Icynene-Lapolla Acquisition in Q1 2020

$

353

Cash

$

7

Accounts receivable

41

Inventories

36

Prepaid expenses and other current assets

1

Property, plant and equipment, net

7

Intangible assets

165

Goodwill

130

Other noncurrent assets

3

Accounts payable

(13)

Accrued liabilities

(10)

Deferred income taxes

(14)

Total fair value of net assets acquired

$

353

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, leases and deferred taxes. Intangible assets acquired included in this preliminary allocation consist primarily of trademarks, trade secrets and customer relationships. The applicable amortization periods are still being assessed. For purposes of this preliminary allocation of fair value, we have assigned any excess of the acquisition cost over the estimated preliminary fair value to goodwill. The estimated goodwill recognized is attributable primarily to projected future profitable growth, penetration into downstream markets, and synergies. We expect that none of the estimated goodwill arising from the acquisition will be deductible for income tax purposes. It is possible that material changes to this preliminary purchase price allocation could occur.

The acquired business had revenues and net loss of $27 million and $6 million, respectively, for the period from the date of acquisition to March 31, 2020.

If this acquisition were to have occurred on January 1, 2019, the following estimated pro forma revenues, net income, net income attributable to Huntsman Corporation and Huntsman International would have been reported (dollars in millions):

Pro Forma (Unaudited)

Three months

ended March 31,

2020

2019

Revenues

$

1,623

$

1,725

Net income

704

129

Net income attributable to Huntsman Corporation

701

117

Pro Forma (Unaudited)

Three months

ended March 31,

2020

2019

Revenues

$

1,623

$

1,725

Net income

703

126

Net income attributable to Huntsman International

700

114