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GOODWILL AND OTHER INTANGIBLE ASSETS

9 Months Ended

Sep. 30, 2012

GOODWILL AND OTHER INTANGIBLE ASSETS

7. GOODWILL AND OTHER INTANGIBLE ASSETS

In February 2011, we acquired Exterior Portfolio, which is part of our building products segment. The purchase price was allocated to the assets acquired and liabilities assumed based upon the estimated fair value at the date of the acquisition, including the following allocations to goodwill and other intangible assets: $25.5 million to customer relationships, $5.5 million to technology, $4.5 million to trade names, and the remaining $7.5 million was attributed to goodwill. The allocation of the purchase price was finalized in the three months ended March 31, 2012.

Goodwill. The following table provides the detail of goodwill at December 31, 2011 and the changes made to goodwill by reportable segment during the nine months ended September 30, 2012.

(In thousands)	Chlorovinyls			Building Products			Total

Gross goodwill at December 31, 2011	$	242,855		$	158,446		$	401,301
Accumulated impairment losses at December 31, 2011		(55,487	)		(132,206	)		(187,693	)

Net goodwill at December 31, 2011	$	187,368		$	26,240		$	213,608

Gross goodwill at December 31, 2011	$	242,855		$	158,446		$	401,301
Adjustment to preliminary allocation of purchase price for acquisition		-			1,084			1,084
Foreign currency translation adjustment		3,984			-			3,984

Gross goodwill at September 30, 2012		246,839			159,530			406,369
Accumulated impairment losses at September 30, 2012		(55,487	)		(132,206	)		(187,693	)

Net goodwill at September 30, 2012	$	191,352		$	27,324		$	218,676

Indefinite lived intangible assets. At September 30, 2012 and December 31, 2011 our indefinite-lived assets consisted only of trade names. The following table provides the indefinite-lived intangible assets by reporting segment as of September 30, 2012 and December 31, 2011 and the changes to indefinite-lived intangible assets during the nine months ended September 30, 2012.

(In thousands)	Chlorovinyls		Building Products		Total

Balance at December 31, 2011	$	364	$	8,701	$	9,065

Foreign currency translation adjustment		14		74		88

Balance at September 30, 2012	$	378	$	8,775	$	9,153

Finite-lived intangible assets. At September 30, 2012 and December 31, 2011, we also had customer relationship and technology intangible assets that relate to our building products segment, which are our only finite-lived intangible assets. The following table provides the detail of finite-lived intangible assets at September 30, 2012 and December 31, 2011.

(In thousands)	Building Products

Gross carrying amounts at September 30, 2012:
Customer relationships	$	36,922
Technology		17,367

Total		54,289
Accumulated amortization at September 30, 2012:
Customer relationships		(8,236	)
Technology		(9,230	)

Total		(17,466	)
Foreign currency translation adjustment and other at September 30, 2012:
Customer relationships		(1,684	)
Technology		-

Total		(1,684	)
Net carrying amounts at September 30, 2012:
Customer relationships		27,002
Technology		8,137

Total	$	35,139

(In thousands)	Building Products

Gross carrying amounts at December 31, 2011:
Customer relationships	$	36,922
Technology		17,367

Total		54,289
Accumulated amortization at December 31, 2011:
Customer relationships		(6,860	)
Technology		(8,095	)

Total		(14,955	)
Foreign currency translation adjustment and other at December 31, 2011:
Customer relationships		(1,684	)
Technology		-

Total		(1,684	)
Net carrying amounts at December 31, 2011:
Customer relationships		28,378
Technology		9,272

Total	$	37,650

The estimated weighted average remaining useful life for the customer relationships is approximately 15 years. Technology has an estimated weighted average remaining useful life of approximately 6 years. Amortization expense for the finite-lived intangible assets was $0.8 million for both the three months ended September 30, 2012 and September 30, 2011, respectively. For the nine months ended September 30, 2012 and September 30, 2011, the amortization expense was $2.5 million and $2.2 million, respectively. Total finite-lived intangible assets estimated annual amortization expense for the next five fiscal years is approximately $3.3 million per year.

Our reporting units within our building products segment have goodwill and other intangible asset balances of $71.2 million at September 30, 2012. In 2012, certain regions of the North American housing and construction markets have remained anemic and current industry expectations vary significantly regarding the timing and pace of recovery. In the three months ended September 30, 2012, we do not believe there was any impairment but continued weakness in certain regions of the North American housing and construction markets continues to challenge these reporting units. Further deterioration in certain regions of the North American housing and construction markets or the use of different assumptions in our evaluations could yield materially different results.

- Definition

The entire disclosure for the aggregate amount of goodwill and a description of intangible assets, which may include (a) for amortizable intangible assets (also referred to as finite-lived intangible assets), the carrying amount, the amount of any significant residual value, and the weighted-average amortization period, (b) for intangible assets not subject to amortization (also referred to as indefinite-lived intangible assets), the carrying amount, and (c) the amount of research and development assets acquired and written off in the period, including the line item in the income statement in which the amounts written off are aggregated, if not readily apparent from the income statement. Also discloses (a) for amortizable intangibles assets in total and by major class, the gross carrying amount and accumulated amortization, the total amortization expense for the period, and the estimated aggregate amortization expense for each of the five succeeding fiscal years, (b) for intangible assets not subject to amortization the carrying amount in total and by major class, and (c) for goodwill, in total and for each reportable segment, the changes in the carrying amount of goodwill during the period (including the aggregate amount of goodwill acquired, the aggregate amount of impairment losses recognized, and the amount of goodwill included in the gain (loss) on disposal of a reporting unit). If any part of goodwill has not been allocated to a reportable segment, discloses the unallocated amount and the reasons for not allocating. For each impairment loss recognized related to an intangible asset (excluding goodwill), discloses: (a) a description of the impaired intangible asset and the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method for determining fair value, (c) the caption in the income statement or the statement of activities in which the impairment loss is aggregated, and (d) the segment in which the impaired intangible asset is reported. For each goodwill impairment loss recognized, discloses: (a) a description of the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method of determining the fair value of the associated reporting unit, and (c) if a recognized impairment loss is an estimate not finalized and the reasons why the estimate is not final. May also disclose the nature and amount of any significant adjustments made to a previous estimate of an impairment loss.

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