Acquisitions (Tables)

12 Months Ended

Dec. 31, 2014

Business Acquisition, Pro Forma Information

The acquired business contributed net sales and net loss of $431,407 and $3,718, respectively, to the Company for the period from July 31, 2014 to December 31, 2014. The following unaudited consolidated pro forma information presents consolidated information as if the acquisition had occurred on January 1, 2013:



	Pro Forma Year Ended December 31,
	2014		2013
Net sales	$	5,152,806	$	4,976,998

Net income	$	737,913	$	666,202
Net income attributable to noncontrolling interests	6,493		—
Net income attributable to Westlake Chemical Corporation	$	731,420	$	666,202
Earnings per common share attributable to Westlake Chemical Corporation:
Basic	$	5.48	$	4.98
Diluted	$	5.46	$	4.96

Schedule of Recognized Identified Assets Acquired and Liabili

The following table summarizes the purchase consideration transferred and the estimated fair value of identified assets acquired and liabilities assumed at the date of acquisition. The preliminary allocation of the purchase consideration is based on management's estimates, judgments and assumptions. These estimates, judgments and assumptions are subject to change upon final valuation and should be treated as preliminary values. Management estimated that the fair value of the net assets acquired equals consideration paid. Therefore, no goodwill was recorded. The final allocation of purchase consideration could include changes in the estimated fair value of (1) inventories; (2) property, plant and equipment; (3) equity investments; (4) trademark and trade name, developed technologies and customer relationships; (5) power purchase agreement liability; and (6) deferred income taxes.



Fair value of consideration transferred:
Cash paid to Sellers	$	309,619
Cash deposited in escrow ⁽¹⁾	13,390
Retirement of long-term debt as of July 31, 2014, on behalf of the Sellers ⁽²⁾	413,215
Total purchase consideration	$	736,224

Preliminary allocation of consideration transferred to net assets acquired:
Cash	$	125,137
Working capital, excluding inventory and cash ⁽³⁾	15,373
Inventories ⁽⁴⁾	114,961
Property, plant and equipment	469,484
Investments	51,552
Other assets ⁽⁵⁾	76,828
Intangible assets:
Trademarks and trade name (weighted average life of 20 years)	40,170
Developed technologies (weighted average life of 20 years)	31,600
Other intangibles (weighted average life of 9.4 years)	1,422
Deferred income tax asset - current	7,909
Deferred income tax asset - non-current	27,387
Pension obligation	(117,970		)
Other long-term liabilities	(10,723		)
Power purchase agreement liability ⁽⁶⁾	(10,826		)
Deferred income tax liability - current	(6,845		)
Deferred income tax liability - non-current	(79,235		)
Total identifiable net assets	736,224
Goodwill ⁽⁷⁾	—
Consideration transferred	$	736,224

_____________


(1)	None of the cash held in escrow is considered contingent consideration as it is expected to be released to the Sellers pending the Sellers' satisfaction of general representations and warranties made in connection with the execution of the purchase agreement.


(2)	Vinnolit's long-term debt paid on behalf of the Sellers was not legally assumed by Westlake in the acquisition and the retirement was a condition of the consummation of the purchase agreement. Therefore, the retirement has been included in the total purchase consideration.


(3)	The fair value of accounts receivable acquired is $181,890, with the gross contractual amount being $183,833. The Company expects $1,943 to be uncollectable.


(4)	An adjustment of approximately $16,900 was recorded to reflect Vinnolit's inventories at fair value and increased cost of sales by the same amount for the year ended December 31, 2014.


(5)	Included in other assets was a loan acquired that was repaid prior to December 31, 2014.


(6)	A liability arising from the unfavorable forward purchase contracts for the purchase of power was recognized at fair value. This liability will be amortized over a period of approximately three years, being the weighted-average life of the forward purchase contracts.


(7)	Management estimated that the fair value of the net assets acquired equals consideration paid. Therefore, no goodwill was recorded.

Pipe and Foundation Group [Member]

Business Acquisition [Line Items]

Schedule of Recognized Identified Assets Acquired and Liabili

The following table summarizes the consideration transferred and the fair value of identified assets acquired and liabilities assumed at the date of acquisition.



Fair value of consideration transferred:
Cash	$	178,309

Allocation of consideration transferred to net assets acquired:
Accounts receivable ⁽¹⁾	$	17,695
Inventories	25,948
Property, plant and equipment	31,261
Intangible assets:
Customer relationships (weighted average life of 15 years)	57,600
Trademarks	5,200
Developed technology (weighted average life of 15 years)	18,900
Other intangibles (weighted average life of two years)	300
Current liabilities	(10,595		)
Other liabilities	(26		)
Total identifiable net assets	146,283
Goodwill ⁽²⁾	32,026
Consideration transferred	$	178,309

_____________


(1)	The fair value of accounts receivable acquired is $17,695, with the gross contractual amount being $17,772. The Company expects $77 to be uncollectible.


(2)	The goodwill recognized is primarily attributable to synergies from the Company's vinyls integration strategy expected to arise from the Company's PFG acquisition, as well as intangible assets that do not qualify for separate recognition. The goodwill is expected to be deductible for income tax purposes. All of the goodwill is assigned to the Company's Vinyls segment.