XML 67 R14.htm IDEA: XBRL DOCUMENT v3.3.0.814
GOODWILL AND OTHER INTANGIBLE ASSETS
9 Months Ended
Sep. 30, 2015
Goodwill And Intangible Assets Disclosure [Abstract]  
GOODWILL AND OTHER INTANGIBLE ASSETS

8.

GOODWILL AND OTHER INTANGIBLE ASSETS

Our intangible assets consist of goodwill, customer relationships, supply contracts, technology and trade names. Goodwill is the excess of the cost of an acquired entity over the fair value of tangible and intangible assets (including, but not limited to, customer relationships, supply contracts, technology and trade names) acquired and liabilities assumed under acquisition accounting for business combinations.

Valuation of Goodwill and Indefinite-Lived Intangible Assets. The carrying values of our goodwill and indefinite-lived intangible assets are tested for impairment annually in the fourth quarter, using a measurement date of October 1. In addition, we evaluate the carrying values of these assets for impairment between annual impairment tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Such events and indicators may include, without limitation, significant declines in the industries in which our products are used, significant changes in the estimated future cash flows of our reporting units, significant changes in capital market conditions and significant changes in our market capitalization. During the three months ended September 30, 2015, we determined there were indicators that required us to perform an interim impairment test in our reporting units that carry goodwill and other indefinite-lived intangible assets. These factors included, but were not limited to, the operating results during the nine months ended September 30, 2015, the sustained deterioration of market conditions in certain of our industries and the resulting decline in our market capitalization. Based on our analysis, we concluded there was no impairment for our other indefinite-lived intangible assets.

 

Impairment testing for goodwill is a two-step test performed at the reporting unit level. The first step of the impairment analysis involves comparing the fair value of the reporting unit to its carrying value, including goodwill. If the fair value of the reporting unit exceeds the carrying value, goodwill is not considered impaired. If the carrying value exceeds the fair value, the second step of the impairment analysis is performed, in which we measure the amount of impairment. Our goodwill evaluations utilize discounted cash flow analyses (the “income approach”) and market multiple analyses (the “market approach”), in estimating fair value. The weighting of the discounted cash flow and market approaches varies by each reporting unit based on factors specific to each reporting unit. Inherent in our fair value determinations are certain judgments and estimates relating to future cash flows, including our interpretation of current economic indicators and market conditions, overall economic conditions and our strategic and operational plans with regard to our business units. In addition, to the extent significant changes occur in market conditions, overall economic conditions or our strategic or operational plans, it is possible that goodwill not currently impaired, may become impaired in the future. Based on our analysis conducted during the three months ended September 30, 2015, we concluded that the estimated fair values of our compound, mouldings and siding reporting units exceeded the carrying values in each respective unit by more than 10 percent. We also concluded that the estimated fair value of our chlor-alkali and derivatives reporting unit was lower than its carrying value, and consequently, we proceeded with the second step of the goodwill impairment test in order to measure the magnitude of impairment, if any.

That second-step testing considered management’s revised assessment of the operating results and projected cash flows for our chlor-alkali and derivatives reporting unit, the sustained deterioration in market conditions for the chlor-alkali and derivatives industries, and the decline in our market capitalization below book value. Based on the results of the second-step test, the Company recorded its best estimate of a preliminary goodwill impairment charge of $847.8 million related to our chlor-alkali and derivatives reporting unit during the three months ended September 30, 2015. Further reductions in our future projections of operating results and cash flows from our chlor-alkali and derivatives reporting unit, or certain reporting units in our building products business, or a further deterioration of market conditions in the chlor-alkali and derivatives or building products industries in which we operate, among other factors, could result in the Company incurring additional goodwill impairment charges for one or more of those reporting units.

Goodwill. As of September 30, 2015, we have two segments that contain reporting units with goodwill and intangible assets: our chlorovinyls segment includes goodwill in its chlor‑alkali and derivatives and compound reporting units and our building products segment includes goodwill primarily in its siding reporting unit. The following table provides the detail of the changes made to goodwill during the nine months ended September 30, 2015.

 

(In millions)

 

Chlorovinyls

 

 

Building

Products

 

 

Total

 

Gross goodwill at December 31, 2014

 

  $

1,790.8

 

 

  $

160.2

 

 

  $

1,951.0

 

Accumulated impairment losses

 

 

(59.6

)

 

 

(150.4

)

 

 

(210.0

)

Net goodwill at December 31, 2014

 

  $

1,731.2

 

 

  $

9.8

 

 

  $

1,741.0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross goodwill at December 31, 2014

 

  $

1,790.8

 

 

  $

160.2

 

 

  $

1,951.0

 

Goodwill impairment charge

 

 

(847.8

)

 

 

-

 

 

 

(847.8

)

Foreign currency translation adjustment

 

 

(21.5

)

 

 

-

 

 

 

(21.5

)

Gross goodwill at September 30, 2015

 

 

921.5

 

 

 

160.2

 

 

 

1,081.7

 

Accumulated impairment losses

 

 

(59.6

)

 

 

(150.4

)

 

 

(210.0

)

Net goodwill at September 30, 2015

 

  $

861.9

 

 

  $

9.8

 

 

  $

871.7

 

 

Indefinite‑lived intangible assets. As of September 30, 2015 and December 31, 2014, our indefinite‑lived intangible assets consisted of certain trade names with a carrying value of $5.9 million and $6.0 million, respectively, net of cumulative translation adjustment.

Definite‑lived intangible assets. As of September 30, 2015 and December 31, 2014, we had definite‑lived intangible assets related to: (i) customer relationships, supply contracts, technology and trade names in our chlorovinyls segment; and (ii) customer relationships and technology in our building products segment. The following table provides the definite‑lived intangible assets, by reportable segment, as of September 30, 2015 and December 31, 2014.

 

 

 

Chlorovinyls

 

 

Building Products

 

 

Total

 

(In millions)

 

September 30, 2015

 

 

December 31, 2014

 

 

September 30, 2015

 

 

December 31, 2014

 

 

September 30, 2015

 

 

December 31, 2014

 

Gross carrying amounts:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Customer relationships

 

  $

1,142.3

 

 

  $

1,142.3

 

 

  $

32.2

 

 

  $

32.2

 

 

  $

1,174.5

 

 

  $

1,174.5

 

Supply contracts

 

 

42.6

 

 

 

42.6

 

 

 

-

 

 

 

-

 

 

 

42.6

 

 

 

42.6

 

Technology

 

 

14.9

 

 

 

14.9

 

 

 

17.4

 

 

 

17.4

 

 

 

32.3

 

 

 

32.3

 

Trade names

 

 

6.0

 

 

 

6.0

 

 

 

-

 

 

 

-

 

 

 

6.0

 

 

 

6.0

 

Total

 

 

1,205.8

 

 

 

1,205.8

 

 

 

49.6

 

 

 

49.6

 

 

 

1,255.4

 

 

 

1,255.4

 

Accumulated impairment

   charges:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Customer relationships

 

 

(2.9

)

 

 

(2.6

)

 

 

-

 

 

 

-

 

 

 

(2.9

)

 

 

(2.6

)

Total

 

 

(2.9

)

 

 

(2.6

)

 

 

-

 

 

 

-

 

 

 

(2.9

)

 

 

(2.6

)

Accumulated amortization:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Customer relationships

 

 

(167.4

)

 

 

(121.1

)

 

 

(13.3

)

 

 

(12.1

)

 

 

(180.7

)

 

 

(133.2

)

Supply contracts

 

 

(5.6

)

 

 

(4.1

)

 

 

-

 

 

 

-

 

 

 

(5.6

)

 

 

(4.1

)

Technology

 

 

(1.8

)

 

 

(1.3

)

 

 

(13.8

)

 

 

(12.7

)

 

 

(15.6

)

 

 

(14.0

)

Trade names

 

 

(0.9

)

 

 

(0.7

)

 

 

-

 

 

 

-

 

 

 

(0.9

)

 

 

(0.7

)

Total

 

 

(175.7

)

 

 

(127.2

)

 

 

(27.1

)

 

 

(24.8

)

 

 

(202.8

)

 

 

(152.0

)

Foreign currency translation

   adjustment:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Customer relationships

 

 

(23.4

)

 

 

(14.2

)

 

 

(0.1

)

 

 

-

 

 

 

(23.5

)

 

 

(14.2

)

Total

 

 

(23.4

)

 

 

(14.2

)

 

 

(0.1

)

 

 

-

 

 

 

(23.5

)

 

 

(14.2

)

Net carrying amounts:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Customer relationships

 

 

948.6

 

 

 

1,004.4

 

 

 

18.8

 

 

 

20.1

 

 

 

967.4

 

 

 

1,024.5

 

Supply contracts

 

 

37.0

 

 

 

38.5

 

 

 

-

 

 

 

-

 

 

 

37.0

 

 

 

38.5

 

Technology

 

 

13.1

 

 

 

13.6

 

 

 

3.6

 

 

 

4.7

 

 

 

16.7

 

 

 

18.3

 

Trade names

 

 

5.1

 

 

 

5.3

 

 

 

-

 

 

 

-

 

 

 

5.1

 

 

 

5.3

 

Total

 

  $

1,003.8

 

 

  $

1,061.8

 

 

  $

22.4

 

 

  $

24.8

 

 

  $

1,026.2

 

 

  $

1,086.6

 

 

The weighted average estimated useful lives remaining for customer relationships, supply contracts, technology and definite‑lived trade names are approximately 15 years, 17 years, 16 years and 14 years, respectively, as of September 30, 2015. Amortization expense for the definite‑lived intangible assets was $16.5 million and $16.8 million for the three months ended September 30, 2015 and 2014, respectively, and $49.8 million and $50.4 million for the nine months ended September 30, 2015 and 2014, respectively. The estimated annual amortization expense for definite‑lived intangible assets for the next five fiscal years is approximately $66.4 million per year.