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Watchlist
Account
Westlake Corporation
WLK
#1722
Rank
$12.57 B
Marketcap
๐บ๐ธ
United States
Country
$98.00
Share price
-2.08%
Change (1 day)
-14.63%
Change (1 year)
๐งช Chemicals
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Annual Reports (10-K)
Westlake Corporation
Quarterly Reports (10-Q)
Financial Year FY2015 Q3
Westlake Corporation - 10-Q quarterly report FY2015 Q3
Text size:
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2015
or
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from to
Commission File No. 001-32260
Westlake Chemical Corporation
(Exact name of Registrant as specified in its charter)
Delaware
76-0346924
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification Number)
2801 Post Oak Boulevard, Suite 600
Houston, Texas 77056
(Address of principal executive offices, including zip code)
(713) 960-9111
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes
x
No
¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes
x
No
¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act (Check one):
Large accelerated filer
x
Accelerated filer
¨
Non-accelerated filer
¨
(Do not check if a smaller reporting company)
Smaller reporting company
¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)
Yes
¨
No
x
The number of shares outstanding of the registrant's sole class of common stock as of
October 28, 2015
was
130,652,184
.
INDEX
Item
Page
PART I. FINANCIAL INFORMATION
1) Financial Statements
1
2) Management's Discussion and Analysis of Financial Condition and Results of Operations
31
3) Quantitative and Qualitative Disclosures about Market Risk
41
4) Controls and Procedures
42
PART II. OTHER INFORMATION
1) Legal Proceedings
43
1A) Risk Factors
43
2) Unregistered Sales of Equity Securities and Use of Proceeds
43
6) Exhibits
44
Table of Contents
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
WESTLAKE CHEMICAL CORPORATION
CONSOLIDATED BALANCE SHEETS
(Unaudited)
September 30,
2015
December 31,
2014
(in thousands of dollars, except
par values and share amounts)
ASSETS
Current assets
Cash and cash equivalents
$
961,925
$
880,601
Marketable securities
285,726
—
Accounts receivable, net
520,960
560,666
Inventories
430,006
525,776
Prepaid expenses and other current assets
18,272
11,807
Deferred income taxes
31,541
32,437
Total current assets
2,248,430
2,011,287
Property, plant and equipment, net
2,916,630
2,757,557
Equity investments
9,593
61,305
Other assets, net
Intangible assets, net
218,652
218,431
Deferred charges and other assets, net
131,100
165,410
Total other assets, net
349,752
383,841
Total assets
$
5,524,405
$
5,213,990
LIABILITIES AND EQUITY
Current liabilities
Accounts and notes payable
$
244,772
$
261,062
Accrued liabilities
290,115
276,118
Total current liabilities
534,887
537,180
Long-term debt
764,086
763,997
Deferred income taxes
534,824
536,066
Other liabilities
170,770
174,859
Total liabilities
2,004,567
2,012,102
Commitments and contingencies (Notes 8 and 19)
Stockholders' equity
Preferred stock, $0.01 par value, 50,000,000 shares authorized;
no shares issued and outstanding
—
—
Common stock, $0.01 par value, 300,000,000 shares authorized;
134,663,244 and 134,679,064 shares issued at September 30, 2015
and December 31, 2014, respectively
1,347
1,347
Common stock, held in treasury, at cost; 3,722,899 and 1,787,546 shares
at September 30, 2015 and December 31, 2014, respectively
(217,542
)
(96,372
)
Additional paid-in capital
540,342
530,441
Retained earnings
3,022,717
2,555,528
Accumulated other comprehensive loss
(121,865
)
(79,433
)
Total Westlake Chemical Corporation stockholders' equity
3,224,999
2,911,511
Noncontrolling interests
294,839
290,377
Total equity
3,519,838
3,201,888
Total liabilities and equity
$
5,524,405
$
5,213,990
The accompanying notes are an integral part of these consolidated financial statements.
1
Table of Contents
WESTLAKE CHEMICAL CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended September 30,
Nine Months Ended September 30,
2015
2014
2015
2014
(in thousands of dollars, except per share data and share amounts)
Net sales
$
1,188,037
$
1,253,227
$
3,476,570
$
3,279,479
Cost of sales
876,761
891,707
2,527,567
2,324,978
Gross profit
311,276
361,520
949,003
954,501
Selling, general and administrative expenses
57,248
54,759
170,321
132,897
Income from operations
254,028
306,761
778,682
821,604
Other income (expense)
Interest expense
(8,211
)
(9,486
)
(26,760
)
(28,182
)
Other income (expense), net
2,636
(2,670
)
33,790
4,440
Income before income taxes
248,453
294,605
785,712
797,862
Provision for income taxes
60,033
124,449
236,824
300,231
Net income
188,420
170,156
548,888
497,631
Net income attributable to noncontrolling interests
4,816
2,399
13,847
2,399
Net income attributable to
Westlake Chemical Corporation
$
183,604
$
167,757
$
535,041
$
495,232
Earnings per common share attributable to
Westlake Chemical Corporation:
Basic
$
1.39
$
1.26
$
4.04
$
3.71
Diluted
$
1.39
$
1.25
$
4.02
$
3.69
Weighted average common shares outstanding:
Basic
131,664,296
133,299,458
132,301,814
133,199,304
Diluted
132,121,235
133,846,059
132,786,534
133,743,145
Dividends per common share
$
0.1815
$
0.1650
$
0.5115
$
0.4170
The accompanying notes are an integral part of these consolidated financial statements.
2
Table of Contents
WESTLAKE CHEMICAL CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
Three Months Ended September 30,
Nine Months Ended September 30,
2015
2014
2015
2014
(in thousands of dollars)
Net income
$
188,420
$
170,156
$
548,888
$
497,631
Other comprehensive (loss) income, net of income taxes
Pension and other post-retirement benefits liability
Pension and other post-retirement reserves
adjustment (excluding amortization)
(22
)
(31
)
(208
)
(62
)
Amortization of benefits liability
692
240
2,019
685
Income tax provision on pension and other
post-retirement benefits liability
(232
)
(81
)
(621
)
(240
)
Foreign currency translation adjustments
(1,920
)
(37,792
)
(43,746
)
(37,882
)
Available-for-sale investments
Unrealized holding (losses) gains on
investments
(716
)
2,129
3,987
6,960
Reclassification of net realized gain to
net income
—
—
(3,795
)
(1,212
)
Income tax benefit (provision) on available-
for-sale investments
257
(766
)
(68
)
(2,066
)
Other comprehensive loss
(1,941
)
(36,301
)
(42,432
)
(33,817
)
Comprehensive income
186,479
133,855
506,456
463,814
Comprehensive income attributable to
noncontrolling interests, net of tax
4,816
2,399
13,847
2,399
Comprehensive income attributable to
Westlake Chemical Corporation
$
181,663
$
131,456
$
492,609
$
461,415
The accompanying notes are an integral part of these consolidated financial statements.
3
Table of Contents
WESTLAKE CHEMICAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended September 30,
2015
2014
(in thousands of dollars)
Cash flows from operating activities
Net income
$
548,888
$
497,631
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization
180,229
148,394
Provision for doubtful accounts
778
295
Amortization of debt issuance costs
1,504
1,172
Stock-based compensation expense
7,544
6,856
Loss from disposition of fixed assets
2,590
2,635
Gain from sales of securities
(3,795
)
—
Gain on acquisition, net of loss on the fair value remeasurement
of preexisting equity interest
(21,045
)
—
Impairment of equity method investment
4,925
—
Deferred income taxes
7,585
34,459
Windfall tax benefits from share-based payment arrangements
(2,452
)
(6,670
)
Income from equity method investments, net of dividends
(1,016
)
(3,199
)
Other losses (gains), net
3,584
(495
)
Changes in operating assets and liabilities
Accounts receivable
54,937
6,055
Inventories
105,899
80,492
Prepaid expenses and other current assets
(5,496
)
458
Accounts payable
(30,511
)
(98,769
)
Accrued liabilities
(10,893
)
111,965
Other, net
(1,955
)
(5,155
)
Net cash provided by operating activities
841,300
776,124
Cash flows from investing activities
Acquisition of business, net of cash acquired
15,782
(611,087
)
Additions to property, plant and equipment
(329,236
)
(311,183
)
Proceeds from disposition of assets
17
145
Proceeds from disposition of equity method investment
27,865
—
Proceeds from repayment of loan acquired
—
45,923
Proceeds from sales and maturities of securities
16,056
342,045
Purchase of securities
(282,542
)
(117,332
)
Settlements of derivative instruments
(1,535
)
(689
)
Net cash used for investing activities
(553,593
)
(652,178
)
Cash flows from financing activities
Capitalized debt issuance costs
—
(1,167
)
Dividends paid
(67,852
)
(55,690
)
Distributions to noncontrolling interests
(10,982
)
—
Net proceeds from issuance of Westlake Chemical Partners LP common units
—
286,088
Proceeds from exercise of stock options
984
5,502
Proceeds from issuance of notes payable
19,483
—
Repayment of notes payable
(32,954
)
—
Repurchase of common stock for treasury
(114,254
)
(9,495
)
Windfall tax benefits from share-based payment arrangements
2,452
6,670
Net cash (used for) provided by financing activities
(203,123
)
231,908
Effect of exchange rate changes on cash and cash equivalents
(3,260
)
(3,687
)
Net increase in cash and cash equivalents
81,324
352,167
Cash and cash equivalents at beginning of period
880,601
461,301
Cash and cash equivalents at end of period
$
961,925
$
813,468
The accompanying notes are an integral part of these consolidated financial statements.
4
Table of Contents
WESTLAKE CHEMICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(in thousands of dollars, except share amounts and per share data)
1. Basis of Financial Statements
The accompanying unaudited consolidated interim financial statements were prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the "SEC") for interim periods. Accordingly, certain information and footnotes required for complete financial statements under generally accepted accounting principles in the United States ("U.S. GAAP") have not been included. These interim consolidated financial statements should be read in conjunction with the December 31,
2014
financial statements and notes thereto of Westlake Chemical Corporation (the "Company") included in the annual report on Form 10-K for the fiscal year ended December 31,
2014
(the "
2014
Form 10-K"), filed with the SEC on
February 25, 2015
. These financial statements have been prepared in conformity with the accounting principles and practices as disclosed in the notes to the consolidated financial statements of the Company for the fiscal year ended December 31,
2014
.
In the opinion of the Company's management, the accompanying unaudited consolidated interim financial statements reflect all adjustments (consisting only of normal recurring adjustments) that are necessary for a fair statement of the Company's financial position as of
September 30, 2015
, its results of operations for the three and
nine months ended September 30, 2015 and 2014
and the changes in its cash position for the
nine months ended September 30, 2015 and 2014
.
Results of operations and changes in cash position for the interim periods presented are not necessarily indicative of the results that will be realized for the fiscal year ending December 31,
2015
or any other interim period. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Actual results could differ from those estimates.
Recent Accounting Pronouncements
Revenue from Contracts with Customers
In May 2014, the Financial Accounting Standards Board ("FASB") issued an accounting standards update on a comprehensive new revenue recognition standard that will supersede the existing revenue recognition guidance. The new accounting guidance creates a framework by which an entity will allocate the transaction price to separate performance obligations and recognize revenue when each performance obligation is satisfied. Under the new standard, entities will be required to use judgment and make estimates, including identifying performance obligations in a contract, estimating the amount of variable consideration to include in the transaction price, allocating the transaction price to each separate performance obligation and determining when an entity satisfies its performance obligations. The standard allows for either "full retrospective" adoption, meaning that the standard is applied to all of the periods presented with a cumulative catch-up as of the earliest period presented, or "modified retrospective" adoption, meaning the standard is applied only to the most current period presented in the financial statements with a cumulative catch-up as of the current period. In July 2015, the FASB deferred the effective date for the revenue recognition standard. The accounting standard will now be effective for reporting periods beginning after December 15, 2017. The Company is in the process of evaluating the impact that the new accounting guidance will have on its consolidated financial position, results of operations and cash flows.
Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items
In January 2015, the FASB issued an accounting standards update to simplify income statement classification by removing the concept of extraordinary items from U.S. GAAP. Under the new standard, an unusual and infrequent event or transaction is no longer allowed to be separately disclosed as "extraordinary." The standard retains the existing requirement to separately present items that are of an unusual nature or occur infrequently on a pre-tax basis within income from continuing operations. The new guidance also requires similar separate presentation of items that are both unusual and infrequent on a pre-tax basis within income from continuing operations. The standard allows for either prospective or retrospective application. If adopted prospectively, both the nature and amount of any subsequent adjustments to previously reported extraordinary items must be disclosed. The accounting standard will be effective for reporting periods beginning after December 15, 2015 and is not expected to have an impact on the Company's consolidated financial position, results of operations and cash flows.
5
Table of Contents
WESTLAKE CHEMICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)
(in thousands of dollars, except share amounts and per share data)
Amendments to the Consolidation Analysis
In February 2015, the FASB issued an accounting standards update making certain changes to the current consolidation guidance. The amendments affect both the variable interest entity and voting interest entity consolidation models. The new standard changes the consideration of substantive rights, related party interests and fees paid to the decision maker when applying the variable interest entity consolidation model and eliminates certain guidance for limited partnerships and similar entities under the voting interest consolidation model. The accounting standard will be effective for annual periods beginning after December 15, 2015 and is not expected to have an impact on the Company's consolidated financial position, results of operations and cash flows.
Simplifying the Presentation of Debt Issuance Costs
In April 2015, the FASB issued an accounting standards update on simplifying the presentation of debt issuance costs, which requires all costs incurred to issue debt to be presented in the balance sheet as a direct deduction from the carrying value of the associated debt liability, consistent with the presentation of a debt discount. The accounting standard will be effective for reporting periods beginning after December 15, 2015 and is not expected to have an impact on the Company's consolidated financial position, results of operations and cash flows.
Simplifying the Measurement of Inventory
In July 2015, the FASB issued an accounting standards update that requires entities to measure inventory at the lower of cost or net realizable value rather than at the lower of cost or market. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. Under the new standard, entities will no longer need to calculate other measures of "market." The new accounting guidance applies only to inventories for which cost is determined by methods other than last-in first-out and the retail inventory method. The accounting standard will be effective for reporting periods beginning after December 15, 2016 and is not expected to have a significant impact on the Company's consolidated financial position, results of operations and cash flows.
Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements
In August 2015, the FASB issued final guidance incorporating into the Accounting Standards Codification a June 2015 SEC staff announcement that the SEC staff will not object to an entity presenting the cost of securing a revolving line of credit as an asset, regardless of whether a balance is outstanding. The announcement came in response to questions that arose after the FASB issued the
Simplifying the Presentation of Debt Issuance Costs
standard in April 2015, which standard requires debt issuance costs related to a recognized debt liability to be presented in the balance sheet as a direct deduction from the debt liability rather than as an asset. That standard, as issued, did not address revolving lines of credit, which may not have outstanding balances. An entity that repeatedly draws on a revolving credit facility and then repays the balance could also present the cost as an asset and reclassify all or a portion of it as a direct deduction from the liability whenever a balance is outstanding. Regardless of asset or contra-liability presentation, debt issuance costs should be amortized over the term of the arrangement. The accounting standard became effective upon announcement in June 2015 and is not expected to have an impact on the Company's consolidated financial position, results of operations and cash flows.
Simplifying the Accounting for Measurement-Period Adjustments
In September 2015, the FASB issued an accounting standards update that requires an acquirer to recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The guidance requires that the acquirer record, in the same period's financial statements, the effect on earnings of changes in depreciation, amortization or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. The new guidance further requires specific disclosure pertaining to the measurement period adjustments. The accounting standard will be effective for reporting periods beginning after December 15, 2015 and is not expected to have a significant impact on the Company's consolidated financial position, results of operations and cash flows.
6
Table of Contents
WESTLAKE CHEMICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)
(in thousands of dollars, except share amounts and per share data)
2. Financial Instruments
Cash Equivalents
The Company had
$530,806
and
$509,811
of held-to-maturity securities with original maturities of three months or less, primarily consisting of corporate debt securities, classified as cash equivalents at
September 30, 2015
and
December 31, 2014
, respectively. The Company's investments in held-to-maturity securities are held at amortized cost, which approximates fair value.
Available-for-Sale Marketable Securities
Investments in available-for-sale securities were classified as follows:
September 30,
2015
December 31,
2014
Current
$
285,726
$
—
Non-current
4,098
15,414
Total available-for-sale securities
$
289,824
$
15,414
The cost, gross unrealized gains, gross unrealized losses and fair value of the Company's available-for-sale securities were as follows:
September 30, 2015
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair Value
Debt securities
Corporate bonds
$
194,310
$
306
$
(171
)
$
194,445
U.S. government debt
55,073
80
(2
)
55,151
Asset-backed securities
36,081
66
(17
)
36,130
Equity securities
3,804
294
—
4,098
Total available-for-sale securities
$
289,268
$
746
$
(190
)
$
289,824
December 31, 2014
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair Value
Equity securities
$
15,050
$
364
$
—
$
15,414
Total available-for-sale securities
$
15,050
$
364
$
—
$
15,414
As of
September 30, 2015
and
December 31, 2014
, net unrealized gains on the Company's available-for-sale securities of
$357
and
$233
, respectively, net of income tax expense of
$199
and
$131
, respectively, were recorded in accumulated other comprehensive income. See Note 13 for the fair value hierarchy of the Company's available-for-sale securities.
As of
September 30, 2015
, the corporate bond securities held by the Company had maturities ranging between
two months
to
three years
, the U.S. government debt securities held by the Company, excluding U.S. government agency mortgage-backed securities, had maturities ranging between
four months
to
three years
, the U.S. government agency mortgage-backed securities held by the Company had maturities ranging between
five
to
six years
and the asset-backed securities held by the Company had maturities ranging between
one
to
26 years
.
7
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WESTLAKE CHEMICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)
(in thousands of dollars, except share amounts and per share data)
The proceeds from sales and maturities of available-for-sale securities and the gross realized gains and losses included in the consolidated statements of operations are reflected in the table below. The cost of securities sold was determined using the specific identification method.
Three Months Ended September 30,
Nine Months Ended September 30,
2015
2014
2015
2014
Proceeds from sales and maturities of securities
$
1,019
$
—
$
16,056
$
342,045
Gross realized gains
—
—
3,795
1,311
Gross realized losses
—
—
—
(99
)
3. Accounts Receivable
Accounts receivable consist of the following:
September 30,
2015
December 31,
2014
Trade customers
$
495,318
$
525,546
Affiliates
—
437
Allowance for doubtful accounts
(13,967
)
(13,468
)
481,351
512,515
Federal and state taxes
19,819
8,919
Other
19,790
39,232
Accounts receivable, net
$
520,960
$
560,666
4. Inventories
Inventories consist of the following:
September 30,
2015
December 31,
2014
Finished products
$
238,671
$
300,909
Feedstock, additives and chemicals
118,498
158,635
Materials and supplies
72,837
66,232
Inventories
$
430,006
$
525,776
5. Property, Plant and Equipment
As of
September 30, 2015
, the Company had property, plant and equipment, net totaling
$2,916,630
. The Company assesses these assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable, including when negative conditions such as significant current or projected operating losses exist. Other factors considered by the Company when determining if an impairment assessment is necessary include, but are not limited to, significant changes or projected changes in supply and demand fundamentals (which would have a negative impact on operating rates or margins), new technological developments, new competitors with significant raw material or other cost advantages, adverse changes associated with the U.S. and world economies and uncertainties associated with governmental actions. Long-lived assets assessed for impairment are grouped at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities.
Depreciation expense on property, plant and equipment of
$52,208
and
$45,080
is included in cost of sales in the consolidated statements of operations for the
three months ended September 30, 2015 and 2014
, respectively. Depreciation expense on property, plant and equipment of
$153,129
and
$123,000
is included in cost of sales in the consolidated statements of operations for the
nine months ended September 30, 2015 and 2014
, respectively.
8
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WESTLAKE CHEMICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)
(in thousands of dollars, except share amounts and per share data)
6. Other Assets
Amortization expense on intangible and other assets of
$9,542
and
$9,283
is included in the consolidated statements of operations for the
three months ended September 30, 2015 and 2014
, respectively. Amortization expense on intangible and other assets of
$28,604
and
$26,566
is included in the consolidated statements of operations for the
nine months ended September 30, 2015 and 2014
, respectively.
Goodwill
Goodwill for the Olefins segment was
$29,990
at
September 30, 2015
and
December 31, 2014
. Goodwill for the Vinyls segment was
$32,026
at
September 30, 2015
and
December 31, 2014
. There were no changes in the carrying amount of goodwill by operating segments for the
nine months ended September 30, 2015
.
7. Accounts and Notes Payable
Accounts and notes payable consist of the following:
September 30,
2015
December 31,
2014
Accounts payable
$
237,622
$
261,062
Notes payable to banks
7,150
—
Accounts and notes payable
$
244,772
$
261,062
8. Long-Term Debt
Long-term debt consists of the following:
September 30,
2015
December 31,
2014
3.60% senior notes due 2022
$
249,197
$
249,108
6 ½% senior notes due 2029
100,000
100,000
6 ¾% senior notes due 2032
250,000
250,000
6 ½% senior notes due 2035 (the "6 ½% GO Zone Senior Notes Due 2035")
89,000
89,000
6 ½% senior notes due 2035 (the "6 ½% IKE Zone Senior Notes Due 2035")
65,000
65,000
Loan related to tax-exempt waste disposal revenue bonds due 2027
10,889
10,889
Long-term debt, net
$
764,086
$
763,997
Revolving Credit Facility
The Company has a
$400,000
senior secured revolving credit facility. The facility includes a provision permitting the Company to increase the size of the facility, up to four times, in increments of at least
$25,000
each (up to a maximum of
$200,000
) under certain circumstances if the lenders agree to commit to such an increase. At
September 30, 2015
, the Company had
no
borrowings outstanding under the revolving credit facility. Any borrowings under the facility will bear interest at either LIBOR plus a spread ranging from
1.25%
to
1.75%
, provided that so long as the Company is rated investment grade, the margin for LIBOR loans will not exceed
1.50%
, or a base rate plus a spread ranging from
0.00%
to
0.50%
. The revolving credit facility also requires an unused commitment fee of
0.25%
per annum. All interest rates under the facility are subject to monthly grid pricing adjustments based on prior month average daily loan availability. The revolving credit facility matures on July 17, 2019. As of
September 30, 2015
, the Company had outstanding letters of credit totaling
$29,953
and borrowing availability of
$346,374
under the revolving credit facility.
9
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WESTLAKE CHEMICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)
(in thousands of dollars, except share amounts and per share data)
9. Stockholders' Equity
Changes in stockholders' equity for the
nine months ended September 30, 2015 and 2014
were as follows:
Common
Stock
Common
Stock,
Held in
Treasury
Additional
Paid-in
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Income (Loss)
Noncontrolling
Interests
Total
Balances at December 31, 2014
$
1,347
$
(96,372
)
$
530,441
$
2,555,528
$
(79,433
)
$
290,377
$
3,201,888
Net income
—
—
—
535,041
—
13,847
548,888
Other comprehensive income
(loss), net of income taxes:
Pension and other post-
retirement benefits
liability
—
—
—
—
1,190
—
1,190
Foreign currency
translation adjustments
—
—
—
—
(43,746
)
—
(43,746
)
Net unrealized holding
gains on investments
—
—
—
—
124
—
124
Common stock repurchased
—
(122,249
)
—
—
—
—
(122,249
)
Shares issued—stock-
based compensation
—
1,079
(95
)
—
—
—
984
Stock-based compensation,
net of tax on stock options
exercised
—
—
9,996
—
—
—
9,996
Dividends paid
—
—
—
(67,852
)
—
—
(67,852
)
Distributions to noncontrolling
interests
—
—
—
—
—
(10,982
)
(10,982
)
Noncontrolling interest in
acquired business
—
—
—
—
—
1,597
1,597
Balances at September 30, 2015
$
1,347
$
(217,542
)
$
540,342
$
3,022,717
$
(121,865
)
$
294,839
$
3,519,838
Common
Stock
Common
Stock,
Held in
Treasury
Additional
Paid-in
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Income (Loss)
Noncontrolling
Interests
Total
Balances at December 31, 2013
$
1,346
$
(46,220
)
$
511,432
$
1,954,661
$
(2,616
)
$
—
$
2,418,603
Net income
—
—
—
495,232
—
2,399
497,631
Other comprehensive income
(loss), net of income taxes
Pension and other post-
retirement benefits
liability
—
—
—
—
383
—
383
Foreign currency
translation adjustments
—
—
—
—
(37,882
)
—
(37,882
)
Net unrealized holding
gains on investments
—
—
—
—
3,682
—
3,682
Common stock repurchased
—
(9,495
)
—
—
—
—
(9,495
)
Shares issued—stock-
based compensation
1
2,467
3,034
—
—
—
5,502
Stock-based compensation,
net of tax on stock options
exercised
—
—
13,526
—
—
—
13,526
Dividends paid
—
—
—
(55,690
)
—
—
(55,690
)
Issuance of Westlake Chemical
Partners LP common units
—
—
—
—
—
286,088
286,088
Balances at September 30, 2014
$
1,347
$
(53,248
)
$
527,992
$
2,394,203
$
(36,433
)
$
288,487
$
3,122,348
10
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WESTLAKE CHEMICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)
(in thousands of dollars, except share amounts and per share data)
Accumulated Other Comprehensive Loss
Changes in accumulated other comprehensive income (loss) by component for the
nine months ended September 30, 2015 and 2014
were as follows:
Benefits
Liability,
Net of Tax
Cumulative
Foreign
Currency
Exchange
Net Unrealized
Holding Gains
on Investments,
Net of Tax
Total
Balances at December 31, 2014
$
(23,442
)
$
(56,224
)
$
233
$
(79,433
)
Other comprehensive (loss) income before
reclassifications
(128
)
(43,746
)
2,556
(41,318
)
Amounts reclassified from accumulated other
comprehensive loss (income)
1,318
—
(2,432
)
(1,114
)
Net other comprehensive income (loss) for the period
1,190
(43,746
)
124
(42,432
)
Balances at September 30, 2015
$
(22,252
)
$
(99,970
)
$
357
$
(121,865
)
Benefits
Liability,
Net of Tax
Cumulative
Foreign
Currency
Exchange
Net Unrealized
Holding Gains
on Investments,
Net of Tax
Total
Balances at December 31, 2013
$
(6,696
)
$
3,904
$
176
$
(2,616
)
Other comprehensive (loss) income before
reclassifications
(39
)
(37,882
)
4,459
(33,462
)
Amounts reclassified from accumulated other
comprehensive loss (income)
422
—
(777
)
(355
)
Net other comprehensive income (loss) for the period
383
(37,882
)
3,682
(33,817
)
Balances at September 30, 2014
$
(6,313
)
$
(33,978
)
$
3,858
$
(36,433
)
The following table provides the details of the amounts reclassified from accumulated other comprehensive income (loss) into net income in the consolidated statements of operations for the three and
nine months ended September 30, 2015 and 2014
:
Details about Accumulated
Other Comprehensive
Income (Loss) Components
Location of Reclassification
(Income (Expense)) in
Consolidated Statements
of Operations
Three Months Ended September 30,
Nine Months Ended September 30,
2015
2014
2015
2014
Amortization of pension and
other post-retirement items
Prior service costs
(1)
$
—
$
(87
)
$
—
$
(261
)
Net loss
(1)
(692
)
(153
)
(2,019
)
(424
)
(692
)
(240
)
(2,019
)
(685
)
Provision for income
taxes
241
92
701
263
(451
)
(148
)
(1,318
)
(422
)
Net unrealized gains on
available-for-sale
investments
Realized gain on
available-for-sale
investments
Other income
(expense), net
—
—
3,795
1,212
Provision for income
taxes
—
—
(1,363
)
(435
)
—
—
2,432
777
Total reclassifications for
the period
$
(451
)
$
(148
)
$
1,114
$
355
11
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WESTLAKE CHEMICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)
(in thousands of dollars, except share amounts and per share data)
_____________
(1)
These accumulated other comprehensive loss components are included in the computation of net periodic benefit cost. For additional information, please read Note 10 (Employee Benefits) to the financial statements included in the
2014
Form 10-K.
10. Pension and Post-Retirement Benefit Costs
Defined Benefit Plans
Components of net periodic benefit cost for the Company's pension plans are as follows:
Three Months Ended September 30,
Nine Months Ended September 30,
2015
2014
2015
2014
U.S.
Plans
Non-U.S.
Plans
U.S.
Plans
Non-U.S.
Plans
U.S.
Plans
Non-U.S.
Plans
U.S.
Plans
Non-U.S.
Plans
Service cost
$
—
$
416
$
83
$
248
$
29
$
1,248
$
250
$
248
Interest cost
487
528
576
562
1,519
1,585
1,747
562
Expected return on plan assets
(712
)
—
(777
)
—
(2,237
)
—
(2,363
)
—
Amortization of prior
service cost
—
—
74
—
—
—
223
—
Amortization of net loss
333
263
71
—
942
789
204
—
Net periodic benefit cost
$
108
$
1,207
$
27
$
810
$
253
$
3,622
$
61
$
810
The Company made
no
contribution to the U.S. salaried pension plan in the
first nine months of 2015
. The Company contributed
$2,447
to the U.S. salaried pension plan in the
first nine months of 2014
. The Company contributed
$349
and
$916
to the U.S. wage pension plan in the
first nine months of 2015
and
2014
, respectively. The Company's funding policy for its U.S. plans is consistent with the minimum funding requirements of federal law and regulations, and based on preliminary estimates, the Company expects to make
no
contribution for the salaried pension plan and
no
further contribution to the wage pension plan for the fiscal year ending December 31,
2015
.
Other Post-retirement Benefits
Components of net periodic benefit cost for the Company's other post-retirement benefits are as follows:
Three Months Ended September 30,
Nine Months Ended September 30,
2015
2014
2015
2014
U.S. Plans
U.S. Plans
U.S. Plans
U.S. Plans
Service cost
$
6
$
6
$
17
$
16
Interest cost
149
185
448
548
Amortization of prior service cost
—
13
—
38
Amortization of net loss
96
82
288
220
Net periodic benefit cost
$
251
$
286
$
753
$
822
11. Stock-Based Compensation
Under the Westlake Chemical Corporation 2013 Omnibus Incentive Plan (as amended and restated, the "2013 Plan"), all employees and non-employee directors of the Company, as well as certain individuals who have agreed to become the Company's employees, are eligible for awards. Shares of common stock may be issued as authorized in the 2013 Plan. At the discretion of the administrator of the 2013 Plan, employees and non-employee directors may be granted awards in the form of stock options, stock appreciation rights, stock awards, restricted stock units or cash awards (any of which may be a performance award). Total stock-based compensation expense related to the 2013 Plan was
$2,639
and
$2,346
for the
three months ended September 30, 2015 and 2014
,
respectively, and
$7,544
and
$6,856
for the
nine months ended September 30, 2015 and 2014
, respectively.
12
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WESTLAKE CHEMICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)
(in thousands of dollars, except share amounts and per share data)
12. Derivative Instruments
Commodity Risk Management
The Company uses derivative instruments to reduce price volatility risk on raw materials and products as a substantial portion of its raw materials and products are commodities whose prices fluctuate as market supply and demand fundamentals change. Business strategies to protect against such instability include ethylene product feedstock flexibility and moving downstream into the olefins and vinyls products where pricing is more stable. The Company does not use derivative instruments to engage in speculative activities.
For derivative instruments that are designated and qualify as fair value hedges, the gains or losses on the derivative instruments, as well as the offsetting losses or gains on the hedged items attributable to the hedged risk, are included in cost of sales in the consolidated statement of operations. The Company had
no
derivative instruments that were designated as fair value hedges for the
nine months ended September 30, 2015
and
2014
.
Gains and losses from changes in the fair value of derivative instruments that are not designated as hedging instruments were included in gross profit in the consolidated statements of operations for the three and
nine months ended September 30, 2015 and 2014
.
The exposure on commodity derivatives used for price risk management includes the risk that the counterparty will not pay if the market declines below the established fixed price. In such case, the Company would lose the benefit of the derivative differential on the volume of the commodities covered. In any event, the Company would continue to receive the market price on the actual volume hedged. The Company also bears the risk that it could lose the benefit of market improvements over the fixed derivative price for the term and volume of the derivative instruments (as such improvements would accrue to the benefit of the counterparty).
Disclosures related to the Company's derivative assets and derivative liabilities subject to enforceable master netting arrangements have not been presented as they are not material to the Company's consolidated balance sheets at
September 30, 2015
and
December 31, 2014
.
The fair values of derivative instruments in the Company's consolidated balance sheets were as follows:
Derivative Assets
Balance Sheet Location
Fair Value as of
September 30,
2015
December 31,
2014
Not designated as hedging instruments
Commodity forward contracts
Accounts receivable, net
$
2,722
$
3,145
Commodity forward contracts
Deferred charges and
other assets, net
2,017
—
Total derivative assets
$
4,739
$
3,145
Derivative Liabilities
Balance Sheet Location
Fair Value as of
September 30,
2015
December 31,
2014
Not designated as hedging instruments
Commodity forward contracts
Accrued liabilities
$
5,421
$
6,549
Commodity forward contracts
Other liabilities
9,846
3,559
Total derivative liabilities
$
15,267
$
10,108
13
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WESTLAKE CHEMICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)
(in thousands of dollars, except share amounts and per share data)
The impact of derivative instruments that have not been designated as hedges on the Company's consolidated statements of operations were as follows:
Derivatives Not Designated as
Hedging Instruments
Location of Gain (Loss)
Recognized in
Income on Derivative
Three Months Ended September 30,
Nine Months Ended September 30,
2015
2014
2015
2014
Commodity forward contracts
Gross profit
$
(9,314
)
$
(6,937
)
$
(4,478
)
$
(7,308
)
See Note 13 for the fair value of the Company's derivative instruments.
13. Fair Value Measurements
The Company reports certain assets and liabilities at fair value, which is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). Under the accounting guidance for fair value measurements, inputs used to measure fair value are classified in one of three levels:
Level 1: Quoted market prices in active markets for identical assets or liabilities.
Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data.
Level 3: Unobservable inputs that are not corroborated by market data.
The following tables summarize, by level within the fair value hierarchy, the Company's assets and liabilities that were accounted for at fair value on a recurring basis:
September 30, 2015
Level 1
Level 2
Total
Derivative instruments
Risk management assets—Commodity forward contracts
$
4,700
$
39
$
4,739
Risk management liabilities—Commodity forward contracts
(8,395
)
(6,872
)
(15,267
)
Marketable securities
Available-for-sale securities
57,733
232,091
289,824
December 31, 2014
Level 1
Level 2
Total
Derivative instruments
Risk management assets—Commodity forward contracts
$
3,143
$
2
$
3,145
Risk management liabilities—Commodity forward contracts
—
(10,108
)
(10,108
)
Marketable securities
Available-for-sale securities
15,414
—
15,414
The Level 2 measurements for the Company's commodity contracts are derived using forward curves supplied by industry-recognized and unrelated third-party services. The Level 2 measurements for the Company's available-for-sale securities are derived using market-based pricing provided by unrelated third-party services.
There were no transfers in or out of Levels 1 and 2 of the fair value hierarchy for the
nine months ended September 30, 2015 and 2014
.
In addition to the financial assets and liabilities above, the Company has other financial assets and liabilities subject to fair value measures. These financial assets and liabilities include cash and cash equivalents, accounts receivable, net, accounts and notes payable and long-term debt, all of which are recorded at carrying value. The amounts reported in the consolidated balance sheets for cash and cash equivalents, accounts receivable, net and accounts and notes payable approximate their fair value due to the short maturities of these instruments. The carrying and fair values of the Company's long-term debt are summarized in the table below. The Company's long-term debt instruments are publicly-traded. A market approach, based upon quotes from financial reporting services, is used to measure the fair value of the Company's long-term debt. Because the
14
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WESTLAKE CHEMICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)
(in thousands of dollars, except share amounts and per share data)
Company's long-term debt instruments may not be actively traded, the inputs used to measure the fair value of the Company's long-term debt are classified as Level 2 inputs within the fair value hierarchy.
September 30, 2015
December 31, 2014
Carrying
Value
Fair
Value
Carrying
Value
Fair
Value
3.60% senior notes due 2022
$
249,197
$
246,843
$
249,108
$
248,630
6 ½% senior notes due 2029
100,000
116,663
100,000
116,384
6 ¾% senior notes due 2032
250,000
273,655
250,000
285,545
6 ½% GO Zone Senior Notes Due 2035
89,000
103,740
89,000
106,504
6 ½% IKE Zone Senior Notes Due 2035
65,000
74,719
65,000
77,784
Loan related to tax-exempt waste disposal revenue
bonds due 2027
10,889
10,889
10,889
10,889
14. Income Taxes
The effective income tax rate was
24.2%
for the
three months ended September 30, 2015
. The effective income tax rate for the
three months ended September 30, 2015
was
below
the U.S. federal statutory rate of
35.0%
primarily due to the benefit of state tax credits, the domestic manufacturing deduction, income attributable to noncontrolling interests, the foreign earnings rate differential, the increased benefit in certain prior years' deductions due to a change in the calculation methodology of the domestic manufacturing deduction and adjustments related to prior years' tax returns as filed, partially offset by state income taxes. The effective income tax rate was
42.2%
for the
three months ended September 30, 2014
. The effective income tax rate for the
three months ended September 30, 2014
was
above
the U.S. federal statutory rate of
35.0%
primarily due to state income taxes, partially offset by the domestic manufacturing deduction.
The effective income tax rate was
30.1%
for the
nine months ended September 30, 2015
. The effective income tax rate for the
2015
period was
below
the U.S. federal statutory rate of
35.0%
primarily due to the benefit of state tax credits, the domestic manufacturing deduction, income attributable to noncontrolling interests, the non-recognition of tax related to the bargain purchase of a controlling interest in Suzhou Huasu Plastics Co., Ltd., the increased benefit in certain prior years' deductions due to a change in the calculation methodology of the domestic manufacturing deduction and adjustments related to prior years' tax returns as filed and the foreign earnings rate differential, partially offset by state income taxes. The effective income tax rate was
37.6%
for the
nine months ended September 30, 2014
. The effective income tax rate for the
2014
period was
above
the U.S. federal statutory rate of
35.0%
primarily due to state income taxes, partially offset by the domestic manufacturing deduction.
There were
no
unrecognized tax benefits for the
nine months ended September 30, 2015
. The Company recognizes penalties and interest accrued related to unrecognized tax benefits in income tax expense. As of
September 30, 2015
, the Company had
no
accrued interest and penalties related to uncertain tax positions.
The Company files income tax returns in the U.S. federal jurisdiction, various states and foreign jurisdictions. The Company is no longer subject to examinations by tax authorities before the year 2010.
15. Earnings per Share
The Company has unvested shares of restricted stock and restricted stock units outstanding that are considered participating securities and, therefore, computes basic and diluted earnings per share under the two-class method. Basic earnings per share for the periods are based upon the weighted average number of shares of common stock outstanding during the periods. Diluted earnings per share include the effect of certain stock options.
Three Months Ended September 30,
Nine Months Ended September 30,
2015
2014
2015
2014
Net income attributable to
Westlake Chemical Corporation
$
183,604
$
167,757
$
535,041
$
495,232
Less:
Net income attributable to participating securities
(195
)
(353
)
(653
)
(1,099
)
Net income attributable to common shareholders
$
183,409
$
167,404
$
534,388
$
494,133
15
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WESTLAKE CHEMICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)
(in thousands of dollars, except share amounts and per share data)
The following table reconciles the denominator for the basic and diluted earnings per share computations shown in the consolidated statements of operations:
Three Months Ended September 30,
Nine Months Ended September 30,
2015
2014
2015
2014
Weighted average common shares—basic
131,664,296
133,299,458
132,301,814
133,199,304
Plus incremental shares from:
Assumed exercise of options
456,939
546,601
484,720
543,841
Weighted average common shares—diluted
132,121,235
133,846,059
132,786,534
133,743,145
Earnings per common share attributable to
Westlake Chemical Corporation:
Basic
$
1.39
$
1.26
$
4.04
$
3.71
Diluted
$
1.39
$
1.25
$
4.02
$
3.69
Excluded from the computation of diluted earnings per share are options to purchase
315,285
and
295,825
shares of common stock for the three and
nine months ended September 30, 2015
, respectively. These options were outstanding during the periods reported but were excluded because the effect of including them would have been antidilutive. There were
no
options excluded from the computation of diluted earnings per share for the three and
nine months ended September 30, 2014
.
16. Supplemental Information
Accrued Liabilities
Accrued liabilities were
$290,115
and
$276,118
at
September 30, 2015
and
December 31, 2014
, respectively. Accrued rebates and accrued incentive compensation, which are components of accrued liabilities, were
$39,046
and
$43,151
at
September 30, 2015
, respectively, and
$49,900
and
$37,626
at
December 31, 2014
, respectively. No other component of accrued liabilities was more than five percent of total current liabilities.
Other Liabilities
Other liabilities were
$170,770
and
$174,859
at
September 30, 2015
and
December 31, 2014
, respectively. Non-current pension obligation, which is a component of other liabilities, was
$127,235
and
$136,296
at
September 30, 2015
and
December 31, 2014
, respectively. No other component of other liabilities was more than five percent of total liabilities.
Other Income (Expense), Net
Three Months Ended September 30,
Nine Months Ended September 30,
2015
2014
2015
2014
Interest income
$
1,631
$
341
$
3,383
$
2,669
Dividend income
—
—
3,328
—
Foreign exchange currency (losses) gains, net
(731
)
(6,450
)
1,140
(6,695
)
Income from equity method investments
664
3,304
5,278
7,244
Impairment of equity method investment
—
—
(4,925
)
—
Gain on acquisition and related expenses, net
—
—
20,430
—
Gain from sales of equity securities
—
—
3,795
—
Other
1,072
135
1,361
1,222
Other income (expense), net
$
2,636
$
(2,670
)
$
33,790
$
4,440
16
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WESTLAKE CHEMICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)
(in thousands of dollars, except share amounts and per share data)
17. Acquisition
On June 1, 2015, the Company acquired an additional
35.7%
equity interest in Suzhou Huasu Plastics Co., Ltd. ("Huasu") from INEOS Chlor Vinyls Holdings B.V., increasing its interest in Huasu to
95.0%
. Huasu is a polyvinyl chloride ("PVC") joint venture based near Shanghai, People's Republic of China and has a combined annual capacity of
300 million
pounds of PVC resin,
145 million
pounds of PVC film and sheet and
33 million
pounds of building products.
Prior to the acquisition of this
35.7%
interest, the Company owned a
59.3%
interest in Huasu. The Company accounted for the investment using the equity method of accounting because Huasu did not meet the definition of a variable interest entity and because contractual arrangements giving certain substantive participatory rights to minority shareholders prevented the Company from exercising a controlling financial interest over Huasu. As a result of the Company obtaining control over Huasu, the Company's
59.3%
interest was remeasured to fair value, resulting in a loss of
$1,505
, which is included in other income (expense), net in the consolidated statements of operations.
The closing date purchase price of
$5,518
was paid with available cash on hand. The acquisition is being accounted for under the acquisition method of accounting. The transaction resulted in a bargain purchase acquisition-date gain of
$22,550
and is recognized in other income (expense), net in the consolidated statements of operations. The Company believes there are several factors that contributed to this transaction resulting in a bargain purchase acquisition-date gain, including the slowdown in the growth of, and current weakness in, the Chinese economy. The assets acquired and liabilities assumed and the results of operations of this acquired business are included in the Vinyls segment. Huasu's net sales and earnings included in the consolidated statements of operations since the acquisition date have not been presented separately as they are not material to the Company's consolidated statements of operations for the three and
nine months ended September 30, 2015
. The acquisition-related costs recognized in the consolidated statements of operations for the three and
nine months ended September 30, 2015
are not material. The pro forma impact of this business combination has not been presented as it is not material to the Company's consolidated statements of operations for the
nine months ended September 30, 2015
and 2014.
The following table summarizes the consideration transferred and the estimated fair value of identified assets acquired and liabilities assumed at the date of acquisition. The final determination of fair value for certain assets and liabilities will be completed as soon as the information necessary to complete the analysis is obtained. These amounts will be finalized as soon as possible, but no later than one year from the acquisition date.
Fair value of consideration transferred—cash
$
5,518
Preexisting balances between the Company and Huasu, net
(8,538
)
Fair value of the Company's investment in Huasu before the business combination
(1)
18,890
Fair value of the noncontrolling interest in Huasu
(1)
1,597
$
17,467
Preliminary allocation of consideration transferred to net assets acquired:
Cash
$
21,300
Working capital, excluding inventory and cash
(2)
(5,461
)
Inventories
17,717
Property, plant and equipment
19,786
Other assets
7,760
Notes payable to banks
(21,085
)
Total identifiable net assets
40,017
Bargain purchase gain on acquisition
$
22,550
_____________
(1)
The fair values of the Company's
59.3%
equity interest and the noncontrolling interest were estimated using internally developed, unobservable inputs (Level 3 inputs in the fair value hierarchy of fair value accounting) based on a cost approach.
(2)
The fair value of accounts receivable acquired is
$2,515
, with the gross contractual amount being
$3,006
. The Company expects
$491
to be uncollectible.
17
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WESTLAKE CHEMICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)
(in thousands of dollars, except share amounts and per share data)
18. Insurance Recovery
During the second and third quarters of 2015, the Company's production rates and operating costs at its Knapsack, Germany and Cologne, Germany facilities were negatively impacted due to an interruption of feedstock supply as a result of a fire at a third-party supplier's ethylene production facility. For the three and
nine months ended September 30, 2015
, the Company recognized approximately
$3,347
and
$7,809
, respectively, as a partial insurance recovery related to business interruption costs, primarily for additional costs incurred to procure the necessary feedstock and other costs as a result of the fire at the third-party facility. The partial insurance recovery is included in cost of sales in the consolidated statements of operations.
19. Commitments and Contingencies
The Company is subject to environmental laws and regulations that can impose civil and criminal sanctions and that may require it to mitigate the effects of contamination caused by the release or disposal of hazardous substances into the environment. Under one law, the U.S. Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA"), an owner or operator of property may be held strictly liable for remediating contamination without regard to whether that person caused the contamination, and without regard to whether the practices that resulted in the contamination were legal at the time they occurred. Because several of the Company's production sites have a history of industrial use, it is impossible to predict precisely what effect these legal requirements will have on the Company.
European Regulations.
Under the Industrial Emission Directive ("IED"), European Union member state governments are expected to adopt rules and implement environmental permitting programs relating to air, water and waste for industrial facilities. In this context, concepts such as BAT ("best available technique") are being explored. Future implementation of these concepts may result in technical modifications in the Company's European facilities. In addition, under the Environmental Liability Directive, European Union member states can require the remediation of soil and groundwater contamination in certain circumstances, under the "polluter pays principle." The Company is unable to predict the impact these requirements and concepts may have on its future costs of compliance.
Contract Disputes with Goodrich and PolyOne.
In connection with the 1990 and 1997 acquisitions of the Goodrich Corporation ("Goodrich") chemical manufacturing facility in Calvert City, Kentucky, Goodrich agreed to indemnify the Company for any liabilities related to preexisting contamination at the site. For its part, the Company agreed to indemnify Goodrich for post-closing contamination caused by the Company's operations. The soil and groundwater at the site, which does not include the Company's nearby PVC facility, had been extensively contaminated under Goodrich's operations. In 1993, Goodrich spun off the predecessor of PolyOne Corporation ("PolyOne"), and that predecessor assumed Goodrich's indemnification obligations relating to preexisting contamination.
In 2003, litigation arose among the Company, Goodrich and PolyOne with respect to the allocation of the cost of remediating contamination at the site. The parties settled this litigation in December 2007 and the case was dismissed. In the settlement the parties agreed that, among other things: (1) PolyOne would pay
100%
of the costs (with specified exceptions), net of recoveries or credits from third parties, incurred with respect to environmental issues at the Calvert City site from August 1, 2007 forward; (2) either the Company or PolyOne might, from time to time in the future (but not more than once every
five
years), institute an arbitration proceeding to adjust that percentage; and (3) the Company and PolyOne would negotiate a new environmental remediation utilities and services agreement to cover the Company's provision to, or on behalf of, PolyOne of certain environmental remediation services at the site. The current environmental remediation activities at the Calvert City site do not have a specified termination date but are expected to last for the foreseeable future. The costs incurred by the Company that have been invoiced to PolyOne to provide the environmental remediation services were
$2,805
in
2014
. By letter dated March 16, 2010, PolyOne notified the Company that it was initiating an arbitration proceeding under the settlement agreement. In this proceeding, PolyOne seeks to readjust the percentage allocation of costs and to recover approximately
$1,400
from the Company in reimbursement of previously paid remediation costs. The arbitration is currently stayed.
State Administrative Proceedings.
There are several administrative proceedings in Kentucky involving the Company, Goodrich and PolyOne related to the same manufacturing site in Calvert City. In 2003, the Kentucky Environmental and Public Protection Cabinet (the "Cabinet") re-issued Goodrich's Resource Conservation and Recovery Act ("RCRA") permit which requires Goodrich to remediate contamination at the Calvert City manufacturing site. Both Goodrich and PolyOne challenged various terms of the permit in an attempt to shift Goodrich's clean-up obligations under the permit to the Company. The Company intervened in the proceedings. The Cabinet has suspended all corrective action under the RCRA permit in deference to a remedial investigation and feasibility study ("RIFS") being conducted, under the auspices of the U.S. Environmental Protection Agency ("EPA"), pursuant to an Administrative Settlement Agreement ("AOC"), which became effective on
18
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WESTLAKE CHEMICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)
(in thousands of dollars, except share amounts and per share data)
December 9, 2009. See "Federal Administrative Proceedings" below. The proceedings have been postponed. Periodic status conferences will be held to evaluate whether additional proceedings will be required.
Federal Administrative Proceedings.
In May 2009, the Cabinet sent a letter to the EPA requesting the EPA's assistance in addressing contamination at the Calvert City site under CERCLA. In its response to the Cabinet also in May 2009, the EPA stated that it concurred with the Cabinet's request and would incorporate work previously conducted under the Cabinet's RCRA authority into the EPA's cleanup efforts under CERCLA. Since 1983, the EPA has been addressing contamination at an abandoned landfill adjacent to the Company's plant which had been operated by Goodrich and which was being remediated pursuant to CERCLA. The EPA has directed Goodrich and PolyOne to conduct additional investigation activities at the landfill and at the Company's plant. In June 2009, the EPA notified the Company that the Company may have potential liability under section 107(a) of CERCLA at its plant site. Liability under section 107(a) of CERCLA is strict and joint and several. The EPA also identified Goodrich and PolyOne, among others, as potentially responsible parties at the plant site. The Company negotiated, in conjunction with the other potentially responsible parties, an AOC and an order to conduct a RIFS. On July 12, 2013, the parties submitted separate draft RIFS reports to the EPA. The EPA has hired a contractor to complete the remedial investigation report.
Monetary Relief
. Except as noted above with respect to the settlement of the contract litigation among the Company, Goodrich and PolyOne, none of the court, the Cabinet nor the EPA has established any allocation of the costs of remediation among the various parties that are involved in the judicial and administrative proceedings discussed above. At this time, the Company is not able to estimate the loss or reasonable possible loss, if any, on the Company's financial statements that could result from the resolution of these proceedings. Any cash expenditures that the Company might incur in the future with respect to the remediation of contamination at the site would likely be spread out over an extended period. As a result, the Company believes it is unlikely that any remediation costs allocable to it will be material in terms of expenditures made in any individual reporting period.
Potential Flare Modifications
. For several years, the EPA has been conducting an enforcement initiative against petroleum refineries and petrochemical plants with respect to emissions from flares. A number of companies have entered into consent agreements with the EPA requiring both modifications to reduce flare emissions and the installation of additional equipment to better track flare operations and emissions. On April 21, 2014, the Company received a Clean Air Act Section 114 Information Request from the EPA which sought information regarding flares at the Calvert City and Lake Charles, Louisiana facilities. The EPA has informed the Company that the information provided leads the EPA to believe that some of the flares are out of compliance with applicable standards. The EPA has demanded that the Company conduct additional flare sampling and provide supplemental information. The Company is currently in negotiations with the EPA regarding these demands. The EPA has indicated that it is seeking a consent decree that would obligate the Company to take corrective actions relating to the alleged noncompliance. The Company has not agreed that any flares are out of compliance or that any corrective actions are warranted. Depending on the outcome of the Company's negotiations with the EPA, additional controls on emissions from its flares may be required and these could result in increased capital and operating costs.
Louisiana Notice of Violations.
The Louisiana Department of Environmental Quality ("LDEQ") has issued notices of violations ("NOVs") regarding the Company's assets for various air compliance issues. The Company is working with LDEQ to settle these claims, and a global settlement of all claims is being discussed. Such global settlement may result in a total civil penalty of approximately
$200
.
In addition to the matters described above, the Company is involved in various legal proceedings incidental to the conduct of its business. The Company does not believe that any of these legal proceedings will have a material adverse effect on its financial condition, results of operations or cash flows.
19
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WESTLAKE CHEMICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)
(in thousands of dollars, except share amounts and per share data)
20. Segment Information
The Company operates in
two
principal operating segments: Olefins and Vinyls. These segments are strategic business units that offer a variety of different products. The Company manages each segment separately as each business requires different technology and marketing strategies.
Three Months Ended September 30,
Nine Months Ended September 30,
2015
2014
2015
2014
Net external sales
Olefins
Polyethylene
$
423,631
$
498,450
$
1,283,545
$
1,461,097
Styrene, feedstock and other
164,466
204,647
508,507
663,851
Total Olefins
588,097
703,097
1,792,052
2,124,948
Vinyls
PVC, caustic soda and other
468,235
416,771
1,315,101
776,060
Building products
131,705
133,359
369,417
378,471
Total Vinyls
599,940
550,130
1,684,518
1,154,531
$
1,188,037
$
1,253,227
$
3,476,570
$
3,279,479
Intersegment sales
Olefins
$
28,551
$
26,518
$
78,654
$
118,153
Vinyls
341
355
1,098
1,029
$
28,892
$
26,873
$
79,752
$
119,182
Income (loss) from operations
Olefins
$
196,703
$
259,277
$
608,744
$
770,267
Vinyls
67,779
59,445
202,831
76,460
Corporate and other
(10,454
)
(11,961
)
(32,893
)
(25,123
)
$
254,028
$
306,761
$
778,682
$
821,604
Depreciation and amortization
Olefins
$
27,678
$
26,443
$
82,240
$
79,811
Vinyls
33,432
27,336
97,615
68,127
Corporate and other
138
141
374
456
$
61,248
$
53,920
$
180,229
$
148,394
Other income (expense), net
Olefins
$
1,323
$
1,609
$
3,770
$
4,262
Vinyls
10
1,189
6,927
942
Corporate and other
1,303
(5,468
)
23,093
(764
)
$
2,636
$
(2,670
)
$
33,790
$
4,440
Provision for (benefit from) income taxes
Olefins
$
45,865
$
105,030
$
186,534
$
282,082
Vinyls
15,812
21,761
55,270
22,121
Corporate and other
(1,644
)
(2,342
)
(4,980
)
(3,972
)
$
60,033
$
124,449
$
236,824
$
300,231
Capital expenditures
Olefins
$
69,885
$
48,519
$
206,719
$
121,041
Vinyls
53,510
44,067
114,935
187,449
Corporate and other
1,909
1,685
7,582
2,693
$
125,304
$
94,271
$
329,236
$
311,183
A reconciliation of total segment income from operations to consolidated income before income taxes is as follows:
Three Months Ended September 30,
Nine Months Ended September 30,
2015
2014
2015
2014
Income from operations
$
254,028
$
306,761
$
778,682
$
821,604
Interest expense
(8,211
)
(9,486
)
(26,760
)
(28,182
)
Other income (expense), net
2,636
(2,670
)
33,790
4,440
Income before income taxes
$
248,453
$
294,605
$
785,712
$
797,862
September 30,
2015
December 31,
2014
Total assets
Olefins
$
1,817,303
$
1,785,895
Vinyls
2,601,263
2,618,646
Corporate and other
1,105,839
809,449
$
5,524,405
$
5,213,990
21. Subsequent Events
Subsequent events were evaluated through the date on which the financial statements were issued.
22. Guarantor Disclosures
The Company's payment obligations under the
3.60%
senior notes due
2022
are fully and unconditionally guaranteed by each of its current and future domestic subsidiaries that guarantee other debt of the Company or of another guarantor of the
3.60%
senior notes due
2022
in excess of
$5,000
(the "Guarantor Subsidiaries"). Except for Westlake Chemical OpCo LP ("OpCo"), which is less than
100%
owned, each Guarantor Subsidiary is
100%
owned by Westlake Chemical Corporation (the "
100%
Owned Guarantor Subsidiaries"). The August 4, 2014 initial public offering of Westlake Chemical Partners LP ("Westlake Partners") resulted in OpCo ceasing to be a
100%
owned subsidiary of the Company. OpCo has been presented as a less than
100%
owned guarantor subsidiary in each of the tables below, including for periods prior to the initial public offering of Westlake Partners. These guarantees are the joint and several obligations of the Guarantor Subsidiaries. The following unaudited condensed consolidating financial information presents the financial condition, results of operations and cash flows of Westlake Chemical Corporation, the
100%
owned Guarantor Subsidiaries, OpCo and the remaining subsidiaries that do not guarantee the
3.60%
senior notes due
2022
(the "Non-Guarantor Subsidiaries"), together with consolidating eliminations necessary to present the Company's results on a consolidated basis.
20
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WESTLAKE CHEMICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)
(in thousands of dollars, except share amounts and per share data)
Condensed Consolidating Financial Information as of
September 30, 2015
Westlake
Chemical
Corporation
100% Owned
Guarantor
Subsidiaries
OpCo
(Less Than
100% Owned
Guarantor
Subsidiary)
Non-
Guarantor
Subsidiaries
Eliminations
Consolidated
Balance Sheet
Current assets
Cash and cash equivalents
$
647,646
$
5,445
$
149,482
$
159,352
$
—
$
961,925
Marketable securities
285,726
—
—
—
—
285,726
Accounts receivable, net
9,371
2,165,248
58,514
135,837
(1,848,010
)
520,960
Inventories
—
333,553
3,272
93,181
—
430,006
Prepaid expenses and other current assets
1,355
15,244
382
3,576
(2,285
)
18,272
Deferred income taxes
441
30,529
—
647
(76
)
31,541
Total current assets
944,539
2,550,019
211,650
392,593
(1,850,371
)
2,248,430
Property, plant and equipment, net
—
1,533,456
962,221
420,953
—
2,916,630
Equity investments
4,879,268
1,204,734
—
468,760
(6,543,169
)
9,593
Other assets, net
17,541
353,506
46,542
133,196
(201,033
)
349,752
Total assets
$
5,841,348
$
5,641,715
$
1,220,413
$
1,415,502
$
(8,594,573
)
$
5,524,405
Current liabilities
Accounts and notes payable
$
1,847,047
$
131,438
$
33,476
$
80,685
$
(1,847,874
)
$
244,772
Accrued liabilities
16,105
168,569
21,055
86,883
(2,497
)
290,115
Total current liabilities
1,863,152
300,007
54,531
167,568
(1,850,371
)
534,887
Long-term debt
753,197
10,889
195,154
—
(195,154
)
764,086
Deferred income taxes
—
503,102
1,489
36,112
(5,879
)
534,824
Other liabilities
—
49,174
—
121,596
—
170,770
Total liabilities
2,616,349
863,172
251,174
325,276
(2,051,404
)
2,004,567
Total Westlake Chemical Corporation stockholders' equity
3,224,999
4,778,543
969,239
795,387
(6,543,169
)
3,224,999
Noncontrolling interests
—
—
—
294,839
—
294,839
Total equity
3,224,999
4,778,543
969,239
1,090,226
(6,543,169
)
3,519,838
Total liabilities and equity
$
5,841,348
$
5,641,715
$
1,220,413
$
1,415,502
$
(8,594,573
)
$
5,524,405
21
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WESTLAKE CHEMICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)
(in thousands of dollars, except share amounts and per share data)
Condensed Consolidating Financial Information as of December 31,
2014
Westlake
Chemical
Corporation
100% Owned
Guarantor
Subsidiaries
OpCo
(Less Than
100% Owned
Guarantor
Subsidiary)
Non-Guarantor
Subsidiaries
Eliminations
Consolidated
Balance Sheet
Current assets
Cash and cash equivalents
$
655,947
$
3,057
$
131,545
$
90,052
$
—
$
880,601
Accounts receivable, net
8,451
1,454,709
56,049
135,133
(1,093,676
)
560,666
Inventories
—
414,975
6,634
104,167
—
525,776
Prepaid expenses and other current assets
172
9,485
212
1,938
—
11,807
Deferred income taxes
409
29,832
—
2,196
—
32,437
Total current assets
664,979
1,912,058
194,440
333,486
(1,093,676
)
2,011,287
Property, plant and equipment, net
—
1,477,515
842,057
437,985
—
2,757,557
Equity investments
4,033,378
1,237,080
—
352,550
(5,561,703
)
61,305
Other assets, net
30,543
387,325
57,733
141,948
(233,708
)
383,841
Total assets
$
4,728,900
$
5,013,978
$
1,094,230
$
1,265,969
$
(6,889,087
)
$
5,213,990
Current liabilities
Accounts payable
$
1,055,527
$
160,834
$
17,680
$
95,856
$
(1,068,835
)
$
261,062
Accrued liabilities
8,754
203,608
11,225
77,372
(24,841
)
276,118
Total current liabilities
1,064,281
364,442
28,905
173,228
(1,093,676
)
537,180
Long-term debt
753,108
10,889
227,638
—
(227,638
)
763,997
Deferred income taxes
—
497,919
1,848
42,369
(6,070
)
536,066
Other liabilities
—
43,452
—
131,407
—
174,859
Total liabilities
1,817,389
916,702
258,391
347,004
(1,327,384
)
2,012,102
Total Westlake Chemical Corporation stockholders' equity
2,911,511
4,097,276
835,839
628,588
(5,561,703
)
2,911,511
Noncontrolling interests
—
—
—
290,377
—
290,377
Total equity
2,911,511
4,097,276
835,839
918,965
(5,561,703
)
3,201,888
Total liabilities and equity
$
4,728,900
$
5,013,978
$
1,094,230
$
1,265,969
$
(6,889,087
)
$
5,213,990
22
Table of Contents
WESTLAKE CHEMICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)
(in thousands of dollars, except share amounts and per share data)
Condensed Consolidating Financial Information for the
Three Months Ended September 30, 2015
Westlake
Chemical
Corporation
100% Owned
Guarantor
Subsidiaries
OpCo
(Less Than
100% Owned
Guarantor
Subsidiary)
Non-
Guarantor
Subsidiaries
Eliminations
Consolidated
Statement of Operations
Net sales
$
—
$
961,036
$
248,619
$
288,211
$
(309,829
)
$
1,188,037
Cost of sales
—
774,726
154,474
252,618
(305,057
)
876,761
Gross profit
—
186,310
94,145
35,593
(4,772
)
311,276
Selling, general and administrative expenses
804
41,429
4,941
14,846
(4,772
)
57,248
(Loss) income from operations
(804
)
144,881
89,204
20,747
—
254,028
Interest expense
(10,405
)
(3
)
(217
)
(95
)
2,509
(8,211
)
Other income (expense), net
1,239
3,971
(124
)
59
(2,509
)
2,636
(Loss) income before income taxes
(9,970
)
148,849
88,863
20,711
—
248,453
(Benefit from) provision for income taxes
(3,249
)
56,372
141
6,769
—
60,033
Equity in net income of subsidiaries
190,325
76,945
—
11,777
(279,047
)
—
Net income
183,604
169,422
88,722
25,719
(279,047
)
188,420
Net income attributable to noncontrolling interests
—
—
—
4,816
—
4,816
Net income attributable to Westlake Chemical Corporation
$
183,604
$
169,422
$
88,722
$
20,903
$
(279,047
)
$
183,604
Comprehensive income attributable to
Westlake Chemical Corporation
$
181,663
$
169,673
$
88,722
$
19,170
$
(277,565
)
$
181,663
23
Table of Contents
WESTLAKE CHEMICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)
(in thousands of dollars, except share amounts and per share data)
Condensed Consolidating Financial Information for the
Three Months Ended September 30, 2014
Westlake
Chemical
Corporation
100% Owned
Guarantor
Subsidiaries
OpCo
(Less Than
100% Owned
Guarantor
Subsidiary)
Non-
Guarantor
Subsidiaries
Eliminations
Consolidated
Statement of Operations
Net sales
$
—
$
1,026,282
$
392,008
$
208,313
$
(373,376
)
$
1,253,227
Cost of sales
—
831,675
227,015
202,110
(369,093
)
891,707
Gross profit
—
194,607
164,993
6,203
(4,283
)
361,520
Selling, general and administrative expenses
399
36,445
8,014
14,184
(4,283
)
54,759
(Loss) income from operations
(399
)
158,162
156,979
(7,981
)
—
306,761
Interest expense
(10,343
)
(2
)
(2,137
)
(39
)
3,035
(9,486
)
Other income (expense), net
2,138
(2,942
)
486
683
(3,035
)
(2,670
)
(Loss) income before income taxes
(8,604
)
155,218
155,328
(7,337
)
—
294,605
(Benefit from) provision for income taxes
(3,088
)
93,366
36,309
(2,138
)
—
124,449
Equity in net income of subsidiaries
173,273
113,157
—
5,862
(292,292
)
—
Net income
167,757
175,009
119,019
663
(292,292
)
170,156
Net income attributable to noncontrolling interests
—
—
—
2,399
—
2,399
Net income (loss) attributable to Westlake Chemical Corporation
$
167,757
$
175,009
$
119,019
$
(1,736
)
$
(292,292
)
$
167,757
Comprehensive income (loss) attributable to
Westlake Chemical Corporation
$
131,456
$
175,137
$
119,019
$
(39,528
)
$
(254,628
)
$
131,456
24
Table of Contents
WESTLAKE CHEMICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)
(in thousands of dollars, except share amounts and per share data)
Condensed Consolidating Financial Information for the
Nine Months Ended September 30, 2015
Westlake
Chemical
Corporation
100% Owned
Guarantor
Subsidiaries
OpCo
(Less Than
100% Owned
Guarantor
Subsidiary)
Non-
Guarantor
Subsidiaries
Eliminations
Consolidated
Statement of Operations
Net sales
$
—
$
2,862,400
$
758,715
$
784,219
$
(928,764
)
$
3,476,570
Cost of sales
—
2,260,454
473,815
707,171
(913,873
)
2,527,567
Gross profit
—
601,946
284,900
77,048
(14,891
)
949,003
Selling, general and administrative expenses
1,617
127,794
15,178
40,623
(14,891
)
170,321
(Loss) income from operations
(1,617
)
474,152
269,722
36,425
—
778,682
Interest expense
(31,726
)
(8
)
(2,449
)
(190
)
7,613
(26,760
)
Other income (expense), net
17,627
(2,574
)
(85
)
26,435
(7,613
)
33,790
(Loss) income before income taxes
(15,716
)
471,570
267,188
62,670
—
785,712
(Benefit from) provision for income taxes
(5,226
)
231,542
567
9,941
—
236,824
Equity in net income of subsidiaries
545,531
233,635
—
32,986
(812,152
)
—
Net income
535,041
473,663
266,621
85,715
(812,152
)
548,888
Net income attributable to noncontrolling interests
—
—
—
13,847
—
13,847
Net income attributable to Westlake Chemical Corporation
$
535,041
$
473,663
$
266,621
$
71,868
$
(812,152
)
$
535,041
Comprehensive income attributable to
Westlake Chemical Corporation
$
492,609
$
474,292
$
266,621
$
28,683
$
(769,596
)
$
492,609
25
Table of Contents
WESTLAKE CHEMICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)
(in thousands of dollars, except share amounts and per share data)
Condensed Consolidating Financial Information for the
Nine Months Ended September 30, 2014
Westlake
Chemical
Corporation
100% Owned
Guarantor
Subsidiaries
OpCo
(Less Than
100% Owned
Guarantor
Subsidiary)
Non-
Guarantor
Subsidiaries
Eliminations
Consolidated
Statement of Operations
Net sales
$
—
$
2,809,844
$
1,476,157
$
229,183
$
(1,235,705
)
$
3,279,479
Cost of sales
—
2,476,608
832,304
221,233
(1,205,167
)
2,324,978
Gross profit
—
333,236
643,853
7,950
(30,538
)
954,501
Selling, general and administrative expenses
1,474
123,050
21,957
16,954
(30,538
)
132,897
(Loss) income from operations
(1,474
)
210,186
621,896
(9,004
)
—
821,604
Interest expense
(29,032
)
(8
)
(9,833
)
(39
)
10,730
(28,182
)
Other income (expense), net
14,488
(1,729
)
3,135
(724
)
(10,730
)
4,440
(Loss) income before income taxes
(16,018
)
208,449
615,198
(9,767
)
—
797,862
(Benefit from) provision for income taxes
(5,686
)
109,920
198,461
(2,464
)
—
300,231
Equity in net income of subsidiaries
505,564
410,875
—
5,862
(922,301
)
—
Net income (loss)
495,232
509,404
416,737
(1,441
)
(922,301
)
497,631
Net income attributable to noncontrolling interests
—
—
—
2,399
—
2,399
Net income (loss) attributable to Westlake Chemical Corporation
$
495,232
$
509,404
$
416,737
$
(3,840
)
$
(922,301
)
$
495,232
Comprehensive income (loss) attributable to
Westlake Chemical Corporation
$
461,415
$
509,787
$
416,737
$
(41,722
)
$
(884,802
)
$
461,415
26
Table of Contents
WESTLAKE CHEMICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)
(in thousands of dollars, except share amounts and per share data)
Condensed Consolidating Financial Information for the
Nine Months Ended September 30, 2015
Westlake
Chemical
Corporation
100% Owned
Guarantor
Subsidiaries
OpCo
(Less Than
100% Owned
Guarantor
Subsidiary)
Non-
Guarantor
Subsidiaries
Eliminations
Consolidated
Statement of Cash Flows
Cash flows from operating activities
Net income
$
535,041
$
473,663
$
266,621
$
85,715
$
(812,152
)
$
548,888
Adjustments to reconcile net income to net cash (used for)
provided by operating activities
Depreciation and amortization
1,504
90,247
60,637
29,345
—
181,733
Deferred income taxes
87
4,184
(359
)
3,673
—
7,585
Net changes in working capital and other
(567,137
)
(251,423
)
9,315
100,187
812,152
103,094
Net cash (used for) provided by operating activities
(30,505
)
316,671
336,214
218,920
—
841,300
Cash flows from investing activities
Acquisition of business, net of cash acquired
—
—
—
15,782
—
15,782
Additions to property, plant and equipment
—
(148,055
)
(152,572
)
(28,609
)
—
(329,236
)
Proceeds from disposition of assets
—
—
—
17
—
17
Proceeds from disposition of equity method investment
—
27,865
—
—
—
27,865
Proceeds from sales and maturities of securities
16,056
—
—
—
—
16,056
Purchase of securities
(282,542
)
—
—
—
—
(282,542
)
Settlements of derivative instruments
—
(1,535
)
—
—
—
(1,535
)
Net cash used for investing activities
(266,486
)
(121,725
)
(152,572
)
(12,810
)
—
(553,593
)
Cash flows from financing activities
Intercompany financing
467,360
(577,898
)
102,857
7,681
—
—
Intercompany financing—OpCo
—
135,341
(135,341
)
—
—
—
Dividends paid
(67,852
)
—
—
—
—
(67,852
)
Distributions paid
—
249,999
(268,562
)
7,581
—
(10,982
)
Purchase of limited partner interests
—
—
135,341
(135,341
)
—
—
Proceeds from exercise of stock options
984
—
—
—
—
984
Proceeds from issuance of notes payable
—
—
—
19,483
—
19,483
Repayment of notes payable
—
—
—
(32,954
)
—
(32,954
)
Repurchase of common stock for treasury
(114,254
)
—
—
—
—
(114,254
)
Windfall tax benefits from share-based payment arrangements
2,452
—
—
—
—
2,452
Net cash provided by (used for) financing activities
$
288,690
$
(192,558
)
$
(165,705
)
$
(133,550
)
$
—
$
(203,123
)
27
Table of Contents
WESTLAKE CHEMICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)
(in thousands of dollars, except share amounts and per share data)
Westlake
Chemical
Corporation
100% Owned
Guarantor
Subsidiaries
OpCo
(Less Than
100% Owned
Guarantor
Subsidiary)
Non-
Guarantor
Subsidiaries
Eliminations
Consolidated
Effect of exchange rate changes on cash and cash equivalents
$
—
$
—
$
—
$
(3,260
)
$
—
$
(3,260
)
Net (decrease) increase in cash and cash equivalents
(8,301
)
2,388
17,937
69,300
—
81,324
Cash and cash equivalents at beginning of period
655,947
3,057
131,545
90,052
—
880,601
Cash and cash equivalents at end of period
$
647,646
$
5,445
$
149,482
$
159,352
$
—
$
961,925
28
Table of Contents
WESTLAKE CHEMICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)
(in thousands of dollars, except share amounts and per share data)
Condensed Consolidating Financial Information for the
Nine Months Ended September 30, 2014
Westlake
Chemical
Corporation
100% Owned
Guarantor
Subsidiaries
OpCo
(Less Than
100% Owned
Guarantor
Subsidiary)
Non-
Guarantor
Subsidiaries
Eliminations
Consolidated
Statement of Cash Flows
Cash flows from operating activities
Net income (loss)
$
495,232
$
509,404
$
416,737
$
(1,441
)
$
(922,301
)
$
497,631
Adjustments to reconcile net income (loss) to net cash (used for)
provided by operating activities
Depreciation and amortization
1,172
82,597
58,501
7,296
—
149,566
Deferred income taxes
(418
)
26,991
8,267
(381
)
—
34,459
Net changes in working capital and other
(509,862
)
(919,521
)
1,641
599,909
922,301
94,468
Net cash (used for) provided by operating activities
(13,876
)
(300,529
)
485,146
605,383
—
776,124
Cash flows from investing activities
Acquisition of business
—
—
—
(611,087
)
—
(611,087
)
Additions to property, plant and equipment
—
(160,147
)
(144,348
)
(6,688
)
—
(311,183
)
Proceeds from disposition of assets
—
144
—
1
—
145
Proceeds from repayment of loan acquired
—
—
—
45,923
—
45,923
Proceeds from sales and maturities of securities
342,045
—
—
—
—
342,045
Purchase of securities
(117,332
)
—
—
—
—
(117,332
)
Settlements of derivative instruments
—
(556
)
(133
)
—
—
(689
)
Net cash provided by (used for) investing activities
224,713
(160,559
)
(144,481
)
(571,851
)
—
(652,178
)
Cash flows from financing activities
Intercompany financing
75,104
(143,325
)
62,221
6,000
—
—
Net distributions prior to Westlake Partners initial public offering
—
448,101
(448,101
)
—
—
—
Capitalized debt issuance costs
(1,167
)
—
—
—
—
(1,167
)
Dividends paid
(55,690
)
151,729
(151,729
)
—
—
(55,690
)
Net proceeds from issuance of Westlake Partners common units
—
—
—
286,088
—
286,088
Purchase of limited partner interests
—
—
286,088
(286,088
)
—
—
Proceeds from exercise of stock options
5,502
—
—
—
—
5,502
Repurchase of common stock for treasury
(9,495
)
—
—
—
—
(9,495
)
Windfall tax benefits from share-based payment arrangements
6,670
—
—
—
—
6,670
Net cash provided by (used for) financing activities
$
20,924
$
456,505
$
(251,521
)
$
6,000
$
—
$
231,908
29
Table of Contents
WESTLAKE CHEMICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)
(in thousands of dollars, except share amounts and per share data)
Westlake
Chemical
Corporation
100% Owned
Guarantor
Subsidiaries
OpCo
(Less Than
100% Owned
Guarantor
Subsidiary)
Non-
Guarantor
Subsidiaries
Eliminations
Consolidated
Effect of exchange rate changes on cash and cash equivalents
$
—
$
—
$
—
$
(3,687
)
$
—
$
(3,687
)
Net increase (decrease) in cash and cash equivalents
231,761
(4,583
)
89,144
35,845
—
352,167
Cash and cash equivalents at beginning of period
420,948
6,227
—
34,126
—
461,301
Cash and cash equivalents at end of period
$
652,709
$
1,644
$
89,144
$
69,971
$
—
$
813,468
30
Table of Contents
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
This discussion and analysis should be read in conjunction with information contained in the accompanying unaudited consolidated interim financial statements of Westlake Chemical Corporation and the notes thereto and the consolidated financial statements and notes thereto of Westlake Chemical Corporation included in Westlake Chemical Corporation's Annual Report on Form 10-K for the fiscal year ended December 31,
2014
(the "
2014
Form 10-K"). The following discussion contains forward-looking statements. Please read "Forward-Looking Statements" for a discussion of limitations inherent in such statements.
We are a vertically integrated global manufacturer and marketer of basic chemicals, vinyls, polymers and building products. Our two principal operating segments are Olefins and Vinyls. We are highly integrated along our olefins product chain with significant downstream integration into polyethylene and styrene monomer. We are also an integrated global producer of vinyls with substantial downstream integration into polyvinyl chloride ("PVC") building products.
Since 2009 and continuing through the third quarter of 2015, a cost advantage for ethane-based ethylene producers over naphtha-based ethylene producers has allowed a strong export market for polyethylene, ethylene derivatives and higher margins for North American chemical producers, including Westlake. Continued strong global demand for polyethylene has resulted in improved operating margins and cash flow for our Olefins segment in recent years. However, with the significant drop in crude oil prices beginning in the third quarter of 2014 and the resulting lower crude oil prices through the third quarter of 2015, we have seen a reduction in the cost advantage enjoyed by North American ethane-based ethylene producers. Further, crude oil price volatility in the North American and global markets has already resulted in reduced prices and margins in 2015 and may continue to do so. On the other hand, our European operations rely primarily on feedstock derived from naphtha-based ethylene crackers and may benefit from lower crude oil prices.
Continued slow recovery in the U.S. construction markets and budgetary constraints in municipal spending have contributed to lower North American demand for our vinyls products, which may continue to negatively impact our Vinyls segment operating rates and margins. Likewise, European industry production capacities currently exceed demand in the region, largely due to the weak economic environment in Europe. However, since late 2010, the PVC industry in North America has experienced an increase in PVC resin export demand, driven largely by more competitive feedstock and energy cost positions in North America. As a consequence, North American PVC resin industry operating rates have improved since 2010, largely due to higher PVC resin export shipments. In addition, the completion of our new world-scale Geismar, Louisiana chlor-alkali plant and the ethane feedstock conversion and ethylene expansion project at Westlake Chemical OpCo LP's ("OpCo") Calvert City, Kentucky ethylene plant in the fourth quarter of 2013 and in the second quarter of 2014, respectively, as well as the acquisition of Vinnolit, an integrated global leader in specialty PVC resins, in July 2014, have contributed to improved operating margins and cash flow for our Vinyls segment.
The economic environment in the United States and globally appears to be slowly improving. However, depending on the performance of the global economy in the remainder of 2015 and beyond, our financial condition, results of operations or cash flows may still be negatively impacted. In addition, the European economy has been slower to recover than the U.S. economy.
Recent Developments
On June 1, 2015, we acquired an additional
35.7%
controlling interest in Suzhou Huasu Plastics Co., Ltd. ("Huasu"), a PVC joint venture based near Shanghai, People's Republic of China, from INEOS Chlor Vinyls Holdings B.V., increasing our interest in Huasu to
95.0%
. Prior to the acquisition of this
35.7%
interest, we owned a
59.3%
interest in Huasu. Huasu has a combined annual capacity of
300 million
pounds of PVC resin,
145 million
pounds of PVC film and sheet and
33 million
pounds of building products.
31
Table of Contents
Results of Operations
Three Months Ended September 30,
Nine Months Ended September 30,
2015
2014
2015
2014
(dollars in thousands, except per share data)
Net external sales
Olefins
Polyethylene
$
423,631
$
498,450
$
1,283,545
$
1,461,097
Styrene, feedstock and other
164,466
204,647
508,507
663,851
Total Olefins
588,097
703,097
1,792,052
2,124,948
Vinyls
PVC, caustic soda and other
468,235
416,771
1,315,101
776,060
Building products
131,705
133,359
369,417
378,471
Total Vinyls
599,940
550,130
1,684,518
1,154,531
Total
$
1,188,037
$
1,253,227
$
3,476,570
$
3,279,479
Income (loss) from operations
Olefins
$
196,703
$
259,277
$
608,744
$
770,267
Vinyls
67,779
59,445
202,831
76,460
Corporate and other
(10,454
)
(11,961
)
(32,893
)
(25,123
)
Total income from operations
254,028
306,761
778,682
821,604
Interest expense
(8,211
)
(9,486
)
(26,760
)
(28,182
)
Other income (expense), net
2,636
(2,670
)
33,790
4,440
Provision for income taxes
60,033
124,449
236,824
300,231
Net income
188,420
170,156
548,888
497,631
Net income attributable to noncontrolling interests
4,816
2,399
13,847
2,399
Net income attributable to
Westlake Chemical Corporation
$
183,604
$
167,757
$
535,041
$
495,232
Diluted earnings per share
$
1.39
$
1.25
$
4.02
$
3.69
Three Months Ended September 30, 2015
Nine Months Ended September 30, 2015
Average
Sales Price
Volume
Average
Sales Price
Volume
Product sales price and volume percentage change
from prior-year period
Olefins
-31.3
%
+14.9
%
-29.2
%
+13.5
%
Vinyls
-19.8
%
+28.9
%
-25.4
%
+71.3
%
Company average
-26.3
%
+21.0
%
-27.9
%
+33.9
%
Three Months Ended September 30,
Nine Months Ended September 30,
2015
2014
2015
2014
Average industry prices
(1)
Ethane (cents/lb)
6.4
7.9
6.3
9.7
Propane (cents/lb)
9.6
24.6
11.0
26.9
Ethylene (cents/lb)
(2)
28.2
66.6
33.6
59.1
Polyethylene (cents/lb)
(3)
75.3
89.0
76.8
87.9
Styrene (cents/lb)
(4)
64.2
85.8
61.4
85.0
Caustic soda ($/short ton)
(5)
563.3
588.3
576.1
587.5
Chlorine ($/short ton)
(6)
275.0
232.5
260.8
233.9
PVC (cents/lb)
(7)
66.5
70.2
66.5
68.7
32
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_____________
(1)
Industry pricing data was obtained from IHS Chemical. We have not independently verified the data.
(2)
Represents average North American spot prices of ethylene over the period as reported by IHS Chemical.
(3)
Represents average North American contract prices of polyethylene low density GP-Film grade over the period as reported by IHS Chemical. Effective January 1, 2015, IHS Chemical made a non-market downward adjustment of 21 cents per pound to polyethylene low density GP-Film grade prices. For comparability, we adjusted each prior-year period's polyethylene low density GP-Film grade price downward by 21 cents per pound consistent with the IHS Chemical non-market adjustment.
(4)
Represents average North American contract prices of styrene over the period as reported by IHS Chemical.
(5)
Represents average North American undiscounted contract prices of caustic soda over the period as reported by IHS Chemical.
(6)
Represents average North American contract prices of chlorine (into chemicals) over the period as reported by IHS Chemical.
(7)
Represents average North American contract prices of PVC over the period as reported by IHS Chemical.
Summary
For the quarter ended
September 30, 2015
, net income attributable to Westlake Chemical Corporation was
$183.6 million
, or
$1.39
per diluted share, on net sales of
$1.2 billion
. This represents an
increase
in net income attributable to Westlake Chemical Corporation of
$15.8 million
, or
$0.14
per diluted share, compared to the quarter ended
September 30, 2014
net income attributable to Westlake Chemical Corporation of
$167.8 million
, or
$1.25
per diluted share, on net sales of
$1.3 billion
. Net income for the third quarter of 2015 was impacted by a lower effective tax rate and several plant outages as a result of maintenance turnaround activity. The lower effective tax rate was primarily due to several discrete tax items and return to provision and other adjustments which lowered the third quarter 2015 effective tax rate to
24.2%
. We estimate the 2015 annual effective tax rate on ordinary income will be approximately 33.5%. Net sales for the
third quarter of 2015
decrease
d by
$65.2 million
compared to net sales for the
third quarter of 2014
, mainly due to lower sales prices for all our major products, partially offset by higher sales volumes for most of our major products and sales contributed by our specialty PVC resin business, Vinnolit, which we acquired on July 31, 2014. Income from operations was
$254.0 million
for the
third quarter of 2015
as compared to
$306.8 million
for the
third quarter of 2014
. The
decrease
in income from operations for the
third quarter of 2015
was mainly attributable to lower integrated product margins primarily as a result of lower sales prices in the
third quarter of 2015
, as compared to the prior-year period, and the lost sales, lower production rates, unabsorbed fixed manufacturing costs and other costs related to several maintenance turnarounds completed during the third quarter of 2015, partially offset by lower feedstock and energy costs, higher production rates at our Geismar chlor-alkali plant and the contribution from Vinnolit as compared to the
third quarter of 2014
.
For the
nine months ended September 30, 2015
, net income attributable to Westlake Chemical Corporation was
$535.0 million
, or
$4.02
per diluted share, on net sales of
$3.5 billion
. This represents an
increase
in net income attributable to Westlake Chemical Corporation of
$39.8 million
, or
$0.33
per diluted share, from the
nine months ended September 30, 2014
net income attributable to Westlake Chemical Corporation of
$495.2 million
, or
$3.69
per diluted share, on net sales of
$3.3 billion
. Net income for the
nine months ended September 30, 2015
included: (1) a lower effective tax rate primarily due to several discrete tax items and return to provision and other adjustments; (2) plant outages as a result of maintenance turnaround activity; and (3) a net pre-tax gain of $16.0 million, or $0.13 per diluted share, related to the bargain purchase gain from the acquisition of a controlling interest in Huasu, net of related expenses, and the impairment of an equity method investment. The bargain purchase gain on acquisition was non-taxable and, in combination with the benefit from the discrete tax items and return to provision and other adjustments during the period, lowered our effective tax rate for the
nine months ended September 30, 2015
to
30.1%
. Net sales for the
nine months ended September 30, 2015
increase
d by
$197.1 million
compared to the prior-year period, primarily due to sales contributed by Vinnolit and higher sales volumes for most of our major products, partially offset by lower sales prices for all our major products. Income from operations was
$778.7 million
for the
nine months ended September 30, 2015
as compared to
$821.6 million
for the
nine months ended September 30, 2014
, a
decrease
mainly attributable to lower olefins integrated product margins, primarily caused by lower sales prices, as compared to the prior-year period, and costs related to several maintenance turnarounds, partially offset by increased production at our Calvert City facilities following the completion of OpCo's feedstock conversion and ethylene expansion project, higher production rates at our Geismar chlor-alkali plant, lower feedstock and energy costs and the contribution from Vinnolit, as compared to the prior-year period. Sales prices in the first nine months of 2015 were negatively impacted by the significant decline in crude oil prices.
33
Table of Contents
RESULTS OF OPERATIONS
Third Quarter 2015
Compared with
Third Quarter 2014
Net Sales
. Net sales
decrease
d by
$65.2 million
, or
5.2%
, to
$1.2 billion
in the
third quarter of 2015
from
$1.3 billion
in the
third quarter of 2014
, primarily attributable to lower sales prices for all our major products, partially offset by higher sales volumes for most of our major products and sales contributed by Vinnolit and Huasu. Average sales prices for the
third quarter of 2015
decreased by
26.3%
as compared to the
third quarter of 2014
. Sales prices in the third quarter of 2015 were negatively impacted by the lower crude oil prices as compared to the prior-year period. Overall sales volumes increased by
21.0%
as compared to the
third quarter of 2014
.
Gross Profit
. Gross profit margin percentage
decrease
d to
26.2%
for the
third quarter of 2015
from
28.8%
for the
third quarter of 2014
. The third quarter 2015 gross profit benefited from lower average feedstock and energy costs. However, this increase was more than offset by lower sales prices for our major products as sales prices decreased an average of
26.3%
for the
third quarter of 2015
as compared to the
third quarter of 2014
. In addition, third quarter 2015 gross profit was negatively impacted by the lost sales, lower production rates, unabsorbed fixed manufacturing costs and other costs associated with several maintenance turnarounds at our facilities.
Selling, General and Administrative Expenses
. Selling, general and administrative expenses for the
third quarter of 2015
of
$57.2 million
increase
d by
$2.4 million
as compared to the
third quarter of 2014
, mainly due to the general and administrative costs incurred by Huasu for the
third quarter of 2015
and an increase in payroll and related labor costs, including incentive compensation, partially offset by a decrease in consulting and professional fees, as compared to the prior-year period.
Interest Expense
. Interest expense
decrease
d by
$1.3 million
to
$8.2 million
in the
third quarter of 2015
from
$9.5 million
in the
third quarter of 2014
largely as a result of increased capitalized interest on major capital projects as compared to the prior-year period. Debt balances remained relatively unchanged from the prior-year period.
Other Income (Expense), Net
. Other income (expense), net was net income of
$2.6 million
in the
third quarter of 2015
compared to net expense of
$2.7 million
in the
third quarter of 2014
, mainly due to lower losses on foreign exchange, partially offset by lower income from our equity method investments.
Income Taxes.
The effective income tax rate was
24.2%
for the
third quarter of 2015
. The effective income tax rate for the
third quarter of 2015
was
below
the U.S. federal statutory rate of
35.0%
primarily due to the benefit of state tax credits, the domestic manufacturing deduction, income attributable to noncontrolling interests, the foreign earnings rate differential, the increased benefit in certain prior years' deductions due to a change in the calculation methodology of the domestic manufacturing deduction and adjustments related to prior years' tax returns as filed, partially offset by state income taxes. The effective income tax rate was
42.2%
for the
third quarter of 2014
. The effective income tax rate for the
third quarter of 2014
was
above
the U.S. federal statutory rate of
35.0%
primarily due to state income taxes, partially offset by the domestic manufacturing deduction.
Olefins Segment
Net Sales
. Net sales
decrease
d by
$115.0 million
, or
16.4%
, to
$588.1 million
in the
third quarter of 2015
from
$703.1 million
in the
third quarter of 2014
, primarily due to lower sales prices for our major products, partially offset by higher sales volumes for most of our major products, as compared to the prior-year period. Average sales prices for the Olefins segment decreased by
31.3%
in the
third quarter of 2015
as compared to the
third quarter of 2014
. Average sales volumes for the Olefins segment increased by
14.9%
in the
third quarter of 2015
as compared to the
third quarter of 2014
.
Income from Operations
. Income from operations
decrease
d by
$62.6 million
, or
24.1%
, to
$196.7 million
in the
third quarter of 2015
from
$259.3 million
in the
third quarter of 2014
. This
decrease
was mainly attributable to lower olefins integrated product margins primarily as a result of lower sales prices, partially offset by higher sales volumes for most of our major products and lower feedstock and energy costs as compared to the prior-year period. Trading activity in the
third quarter of 2015
resulted in a
loss
of
$9.3 million
as compared to a
loss
of
$6.9 million
in the
third quarter of 2014
.
Vinyls Segment
Net Sales
. Net sales
increase
d by
$49.8 million
, or
9.1%
, to
$599.9 million
in the
third quarter of 2015
from
$550.1 million
in the
third quarter of 2014
. This
increase
was mainly attributable to sales contributed by Vinnolit and Huasu, as compared to the prior-year period, and higher sales volumes for caustic soda and PVC resin, partially offset by lower sales prices for our major products. Average sales prices for the Vinyls segment decreased by
19.8%
in the
third quarter of 2015
as compared to the
third quarter of 2014
. Average sales volumes for the Vinyls segment increased by
28.9%
in the
third quarter of
34
Table of Contents
2015
as compared to the
third quarter of 2014
, primarily attributable to sales contributed by Vinnolit and Huasu, as compared to the prior-year period.
Income (Loss) from Operations.
Income from operations
increase
d by
$8.4 million
to
$67.8 million
in the
third quarter of 2015
from
$59.4 million
in the
third quarter of 2014
, mainly attributable to higher caustic soda sales volume, primarily as a result of higher production rates at our Geismar chlor-alkali plant, and the contribution from Vinnolit, as compared to the prior-year period. The increase in third quarter 2015 income from operations was partially offset by the lost sales, lower production rates, unabsorbed fixed manufacturing costs and other costs associated with the maintenance turnarounds at our Calvert City, Gendorf, Germany and Burghausen, Germany facilities and lower sales prices for our major products, as compared to the third quarter of 2014. Third quarter 2014 income from operations was negatively impacted by the lost sales, lower production rates and other costs associated with the unplanned outages at our Calvert City and Geismar facilities and the effect of selling higher cost Vinnolit inventory recorded at fair value as a result of the acquisition.
Nine Months Ended September 30, 2015
Compared with
Nine Months Ended September 30, 2014
Net Sales
. Net sales
increase
d by
$197.1 million
, or
6.0%
, to
$3.5 billion
for the
nine months ended September 30, 2015
from
$3.3 billion
for the
nine months ended September 30, 2014
, primarily attributable to sales contributed by Vinnolit and Huasu, as compared to the prior-year period, and higher sales volumes for most of our major products, partially offset by lower sales prices for all our major products. Average sales prices for the
nine months ended September 30, 2015
decreased by
27.9%
as compared to the
nine months ended September 30, 2014
. Sales prices in the first nine months of 2015 were negatively impacted by the significant decline in crude oil prices. Overall sales volumes for the
nine months ended September 30, 2015
increased by
33.9%
as compared to the
nine months ended September 30, 2014
.
Gross Profit
. Gross profit margin percentage of
27.3%
for the
nine months ended September 30, 2015
decrease
d from the
29.1%
gross profit margin percentage for the
nine months ended September 30, 2014
. The
decrease
was mainly the result of lower olefins integrated product margins primarily due to lower sales prices. Sales prices decreased an average of
27.9%
for the
nine months ended September 30, 2015
as compared to the prior-year period. In addition, gross profit for the
nine months ended September 30, 2015
was negatively impacted by lost sales, lower production rates, unabsorbed fixed manufacturing costs and other costs associated with maintenance turnarounds at our various facilities. The decrease in gross profit for the
nine months ended September 30, 2015
was partially offset by lower average feedstock and energy costs and higher vinyls integrated product margins, primarily attributable to lower feedstock costs, increased production at our Calvert City facilities following the completion of OpCo's feedstock conversion and ethylene expansion project and higher production rates at our Geismar chlor-alkali plant, as compared to the prior-year period.
Selling, General and Administrative Expenses
. Selling, general and administrative expenses for the
nine months ended September 30, 2015
increase
d by
$37.4 million
as compared to the
nine months ended September 30, 2014
, mainly attributable to general and administrative costs incurred by Vinnolit and Huasu for the
nine months ended September 30, 2015
, an increase in payroll and related labor costs, including incentive compensation, and an increase in consulting and professional fees, as compared to the prior-year period.
Interest Expense
. Interest expense
decrease
d by
$1.4 million
to
$26.8 million
for the
nine months ended September 30, 2015
, largely as a result of increased capitalized interest on major capital projects as compared to the prior-year period. Debt balances remained relatively unchanged from the prior-year period.
Other Income, Net
. Other income, net
increase
d by
$29.4 million
to
$33.8 million
for the
nine months ended September 30, 2015
from
$4.4 million
for the
nine months ended September 30, 2014
. The
increase
from the prior-year period was principally due to the bargain purchase gain from the acquisition of a controlling interest in Huasu, net of related expenses, of approximately $20.4 million, gains on foreign exchange, the gain from the sales of equity securities and dividends received from cost method investments, partially offset by the impairment and loss from the disposition of an equity method investment.
Income Taxes.
The effective income tax rate was
30.1%
for the
nine months ended September 30, 2015
. The effective income tax rate for the
2015
period was
below
the U.S. federal statutory rate of
35.0%
primarily due to the benefit of state tax credits, the domestic manufacturing deduction, income attributable to noncontrolling interests, the non-recognition of tax related to the bargain purchase of a controlling interest in Huasu, the increased benefit in certain prior years' deductions due to a change in the calculation methodology of the domestic manufacturing deduction and adjustments related to prior years' tax returns as filed and the foreign earnings rate differential, partially offset by state income taxes. The effective income tax rate was
37.6%
for the
nine months ended September 30, 2014
. The effective income tax rate for the
2014
period was
above
the U.S. federal statutory rate of
35.0%
primarily due to state income taxes, partially offset by the domestic manufacturing deduction.
35
Table of Contents
Olefins Segment
Net Sales
. Net sales
decrease
d by
$332.8 million
, or
15.7%
, to
$1.8 billion
for the
nine months ended September 30, 2015
from
$2.1 billion
for the
nine months ended September 30, 2014
, mainly due to lower sales prices for our major products, partially offset by higher sales volumes for our major products as compared to the prior-year period. Average sales prices for the Olefins segment decreased by
29.2%
for the
nine months ended September 30, 2015
as compared to the
nine months ended September 30, 2014
. Average sales volumes for the Olefins segment increased by
13.5%
for the
nine months ended September 30, 2015
as compared to the
nine months ended September 30, 2014
.
Income from Operations
. Income from operations
decrease
d by
$161.6 million
, or
21.0%
, to
$608.7 million
for the
nine months ended September 30, 2015
from
$770.3 million
for the
nine months ended September 30, 2014
. This
decrease
was mainly attributable to lower olefins integrated product margins, primarily as a result of lower sales prices, partially offset by higher sales volumes and lower feedstock and energy costs for the
nine months ended September 30, 2015
as compared to the prior-year period.
Vinyls Segment
Net Sales
. Net sales
increase
d by
$530.0 million
, or
45.9%
, to
$1.7 billion
for the
nine months ended September 30, 2015
from
$1.2 billion
for the
nine months ended September 30, 2014
. This
increase
was primarily attributable to sales contributed by Vinnolit and Huasu and higher sales volumes for caustic soda and PVC resin, partially offset by lower sales prices for our major products. Average sales prices for the Vinyls segment decreased by
25.4%
for the
nine months ended September 30, 2015
as compared to the
nine months ended September 30, 2014
. Average sales volumes for the Vinyls segment increased by
71.3%
for the
nine months ended September 30, 2015
as compared to the
nine months ended September 30, 2014
, primarily related to sales contributed by Vinnolit and Huasu, as compared to the prior-year period.
Income from Operations.
Income from operations
increase
d by
$126.3 million
to
$202.8 million
for the
nine months ended September 30, 2015
from
$76.5 million
for the
nine months ended September 30, 2014
. This
increase
was primarily driven by higher vinyls integrated product margins for the
nine months ended September 30, 2015
, mainly attributable to lower feedstock costs and increased production at our Calvert City facilities following the completion of OpCo's feedstock conversion and ethylene expansion project, higher caustic soda sales volume primarily attributable to higher production rates at our Geismar chlor-alkali plant and the contribution from Vinnolit, as compared to the prior-year period. The increase in income from operations for the
nine months ended September 30, 2015
was partially offset by lost sales, lower production rates and other costs associated with the maintenance turnarounds at our various North American and European facilities, lower sales prices for our major products and reduced sales volume in Europe related to an ethylene shortage. Income from operations for the nine months ended September 30, 2014 was negatively impacted by the effect of selling higher cost Vinnolit inventory recorded at fair value as a result of the acquisition, the lost sales, lower production rates and other costs associated with the maintenance turnaround at our Calvert City facilities and OpCo's Calvert City ethylene plant's feedstock conversion and expansion project and, prior to the completion of OpCo's Calvert City ethylene plant's feedstock conversion project, lower vinyls integrated product margins attributable to significantly higher propane costs.
CASH FLOW DISCUSSION FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2015 AND 2014
Cash Flows
Operating Activities
Operating activities
provide
d cash of
$841.3 million
in the
first nine months of 2015
compared to cash
provide
d of
$776.1 million
in the
first nine months of 2014
. The
$65.2 million
increase
in cash flows from operating activities was mainly due to an increase in net income and a
decrease
in working capital requirements, as compared to the prior-year period. Cash flows from operating activities for the first nine months of 2014 were negatively impacted by costs related to the formation and initial public offering of Westlake Chemical Partners LP ("Westlake Partners") and costs associated with the acquisition of Vinnolit, our specialty PVC resin business, including the effect of selling higher cost inventory recorded at fair value. Changes in components of working capital, which we define for purposes of this cash flow discussion as accounts receivable, net, inventories, prepaid expenses and other current assets, less accounts payable and accrued liabilities,
provide
d cash of
$113.9 million
in the
first nine months of 2015
, compared to
$100.3 million
of cash
provide
d in the
first nine months of 2014
, a
favorable
change of
$13.6 million
. The change was mainly due to lower accounts receivable and inventory balances mainly as a result of lower product prices during the 2015 period, partially offset by a decrease in current liabilities (accounts payable and accrued liabilities), as compared to the prior-year period.
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Table of Contents
Investing Activities
Net cash
use
d for investing activities during the
first nine months of 2015
was
$553.6 million
as compared to net cash
use
d for investing activities of
$652.2 million
in the
first nine months of 2014
. Capital expenditures were
$329.2 million
in the
first nine months of 2015
compared to
$311.2 million
in the
first nine months of 2014
. Capital expenditures in the
first nine months of 2015
were primarily incurred on the planned upgrade and expansion of OpCo's Petro 1 ethylene unit at our Lake Charles, Louisiana site. Capital expenditures in the
first nine months of 2014
were mainly incurred on OpCo's feedstock conversion and ethylene expansion project and our PVC plant expansion project at our Calvert City site and the planned upgrade and expansion of OpCo's Petro 1 ethylene unit at our Lake Charles site. The remaining capital expenditures in the
first nine months of 2015
and
2014
primarily related to projects to improve production capacity or reduce costs, maintenance and safety projects and environmental projects at our various facilities. We acquired cash of
$15.8 million
, net of cash paid, in connection with the acquisition of Huasu. Purchases of securities in the
first nine months of 2015
totaled
$282.5 million
and were comprised of corporate and U.S. government debt securities. We also received aggregate proceeds of
$16.1 million
from the sales and maturities of our investments in the
first nine months of 2015
. The activity during the
first nine months of 2014
was primarily related to the acquisition of Vinnolit, the purchase of securities and the receipt of proceeds from the sales and maturities of our investments.
Financing Activities
Net cash
use
d by financing activities during the
first nine months of 2015
was
$203.1 million
as compared to net cash
provide
d of
$231.9 million
in the
first nine months of 2014
. The activity during the
first nine months of 2015
was primarily related to the
$67.9 million
payment of cash dividends, the
$11.0 million
payment of cash distributions to noncontrolling interests and the
$114.3 million
of cash used for repurchases of shares of our common stock, partially offset by the receipt of proceeds of
$1.0 million
from the exercise of stock options. In addition, we repaid
$33.0 million
of our joint venture's short-term notes payable to banks, partially offset by
$19.5 million
of proceeds received by our joint venture from the issuance of the notes payable. The activity during the
first nine months of 2014
was mainly related to the
$286.1 million
net proceeds from the initial public offering of Westlake Partners common units and the proceeds from the exercise of stock options, partially offset by the payment of cash dividends and the repurchase of shares of our common stock.
LIQUIDITY AND CAPITAL RESOURCES
Liquidity and Financing Arrangements
Our principal sources of liquidity are from cash and cash equivalents, investments in current marketable securities, cash from operations, short-term borrowings under our revolving credit facility and our long-term financing.
In April 2011, we announced an expansion program to increase the ethane-based ethylene capacity of both of OpCo's ethylene units at our Lake Charles site. We completed the expansion of the Petro 2 ethylene unit in the first quarter of 2013. OpCo currently plans to begin the upgrade and capacity expansion of its Petro 1 ethylene unit at our Lake Charles site in the second quarter of 2016. This project is currently estimated to cost in the range of $275.0 million to $335.0 million and is expected to add approximately 250 million pounds of ethylene capacity. The additional capacity from this expansion is expected to provide ethylene for sales to us and may also be sold in the merchant market. This capital project is expected to be funded with cash on hand, cash flow from operations, and, if necessary, borrowings under each of our revolving credit facility and OpCo's revolving credit facility with another subsidiary of ours and other financing. As of
September 30, 2015
, OpCo had incurred a total cost of approximately $150.8 million on this capital project.
In August 2011, our Board of Directors authorized a stock repurchase program totaling $100.0 million (the "2011 Program"). As of March 31, 2015, we had repurchased the full amount of the 2011 Program. In November 2014, our Board of Directors approved an additional $250.0 million share repurchase program (the "2014 Program"). During the three months ended
September 30, 2015
, we repurchased
1,090,837
shares of our common stock for an aggregate purchase price of approximately $59.4 million under the 2014 Program. As of
September 30, 2015
, we had repurchased
1,955,871
shares of our common stock for an aggregate purchase price of approximately
$121.1 million
under the 2014 Program. Purchases under the 2014 Program may be made either through the open market or in privately negotiated transactions. Decisions regarding the amount and the timing of purchases under the 2014 Program will be influenced by our cash on hand, our cash flow from operations, general market conditions and other factors. The 2014 Program may be discontinued by our Board of Directors at any time.
We believe that our sources of liquidity as described above will be adequate to fund our normal operations and ongoing capital expenditures. Funding of any potential large expansions or any potential acquisitions would likely necessitate and therefore depend on our ability to obtain additional financing in the future. We may not be able to access additional liquidity at cost effective interest rates due to the volatility of the commercial credit markets. Our management believes that borrowing
37
Table of Contents
under our revolving credit facility should be available up to our borrowing base, if needed. At
September 30, 2015
, the borrowing base of our credit facility was
$376.3 million
, which is below the maximum borrowing capacity of $400.0 million due to our low carrying amount of accounts receivable and inventory, which make up the borrowing base.
Cash and Cash Equivalents
As of
September 30, 2015
, our cash, cash equivalents and current marketable securities totaled
$1.2 billion
. In addition, we have a revolving credit facility available to supplement cash if needed, as described under "Debt" below.
Debt
As of
September 30, 2015
, our long-term debt, including current maturities, totaled
$764.1 million
, consisting of $250.0 million principal amount of 3.60% senior notes due 2022 (less the unamortized discount of
$0.8 million
), $100.0 million of 6 ½% senior notes due 2029, $250.0 million of 6 ¾% senior notes due 2032, $89.0 million of 6 ½% senior notes due 2035 (the "6 ½% GO Zone Senior Notes Due 2035"), $65.0 million of 6 ½% senior notes due 2035 (the "6 ½% IKE Zone Senior Notes Due 2035") (collectively, but excluding the 3.60% senior notes due 2022, the "Senior Notes") and a $10.9 million loan from the proceeds of tax-exempt waste disposal revenue bonds (supported by an $11.3 million letter of credit). The 6 ½% senior notes due 2029, the 6 ¾% senior notes due 2032, the 6 ½% GO Zone Senior Notes Due 2035 and the 6 ½% IKE Zone Senior Notes Due 2035 evidence and secure our obligations to the Louisiana Local Government Environmental Facility and Development Authority (the "Authority"), a political subdivision of the State of Louisiana, under four loan agreements relating to the issuance of $100.0 million, $250.0 million, $89.0 million and $65.0 million aggregate principal amount of the Authority's tax-exempt revenue bonds, respectively. As of
September 30, 2015
, debt outstanding under the tax-exempt waste disposal revenue bonds bore interest at a variable rate. As of
September 30, 2015
, we were in compliance with all of the covenants with respect to the 3.60% senior notes due 2022, the Senior Notes, our waste disposal revenue bonds and our revolving credit facility.
Our ability to make payments on our indebtedness and to fund planned capital expenditures will depend on our ability to generate cash in the future, which is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. Based on our current level of operations and unless we were to undertake a new expansion or large acquisition, we believe our cash flow from operations, available cash and available borrowings under our revolving credit facility will be adequate to meet our normal operating needs for the foreseeable future.
Revolving Credit Facility
We have a $400.0 million senior secured revolving credit facility. The facility includes a provision permitting us to increase the size of the facility, up to four times, in increments of at least $25.0 million each (up to a maximum of $200.0 million) under certain circumstances if certain lenders agree to commit to such an increase.
At
September 30, 2015
, we had no borrowings outstanding under the revolving credit facility. Any borrowings under the facility will bear interest at either LIBOR plus a spread ranging from 1.25% to 1.75%, provided that so long as we are rated investment grade, the margin for LIBOR loans will not exceed 1.50%, or a base rate plus a spread ranging from 0.0% to 0.50%. The revolving credit facility also requires an unused commitment fee of 0.25% per annum. All interest rates under the facility are subject to monthly grid pricing adjustments based on prior month average daily loan availability. The revolving credit facility matures on July 17, 2019. As of
September 30, 2015
, we had outstanding letters of credit totaling
$30.0 million
and borrowing availability of
$346.4 million
under the revolving credit facility.
Our revolving credit facility generally restricts our ability to make distributions unless, on a pro forma basis after giving effect to the distribution, the borrowing availability under the facility equals or exceeds the greater of (1) 20% of the commitments under the facility and (2) $80.0 million; or the borrowing availability under the facility equals or exceeds the greater of (1) 15% of the commitments under the facility and (2) $60.0 million, and our fixed charge coverage ratio is at least 1.0:1. However, we may make specified distributions up to an aggregate of
$78.8 million
in
2015
, to be increased by 5% in each fiscal year thereafter, on an aggregate basis, for each fiscal year.
In order to make acquisitions or investments, our revolving credit facility provides that (1) we must maintain a minimum borrowing availability of at least the greater of $60.0 million or 15% of the total bank commitments under our revolving credit facility or (2) we must maintain a minimum borrowing availability of at least the greater of $50.0 million or 12.5% of the total bank commitments under our revolving credit facility and meet a minimum fixed charge coverage ratio of 1.0:1 under our revolving credit facility. Notwithstanding the foregoing, we may make investments in the aggregate up to the greater of $50.0 million and 1.25% of tangible assets and acquisitions in the aggregate up to the greater of $100.0 million and 2.5% of tangible assets, if, on a pro forma basis after giving effect to the acquisition or investment, either (X) the borrowing availability under the facility equals or exceeds the greater of (A) 12.5% of the total bank commitments under the facility and (B) $50.0 million,
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but is less than the greater of (A) 15% of the total bank commitments and (B) $60.0 million, or (Y) our fixed charge coverage ratio is at least 1.0:1.
The revolving credit facility contains other customary covenants and events of default that impose significant operating and financial restrictions on us. These restrictions, among other things, provide limitations on the occurrence of additional indebtedness and our ability to create liens, to engage in certain affiliate transactions and to engage in sale-leaseback transactions. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Debt" in the
2014
Form 10-K for more information on the revolving credit facility.
GO Zone and IKE Zone Bonds
As of
September 30, 2015
, we had drawn all the proceeds from the issuance of the 6 ½% senior notes due 2029, 6 ¾% senior notes due 2032, 6 ½% GO Zone Senior Notes Due 2035 and 6 ½% IKE Zone Senior Notes Due 2035. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Debt" in the
2014
Form 10-K for more information on the 6 ½% senior notes due 2029, the 6 ¾% senior notes due 2032, the 6 ½% GO Zone Senior Notes Due 2035 and the 6 ½% IKE Zone Senior Notes Due 2035. All domestic restricted subsidiaries that guarantee other debt of ours or of another guarantor of the Senior Notes in excess of $5.0 million are guarantors of these notes.
The indentures governing the Senior Notes contain customary covenants and events of default. Accordingly, these agreements generally impose significant operating and financial restrictions on us. These restrictions, among other things, provide limitations on incurrence of additional indebtedness, the payment of dividends, certain investments and acquisitions and sales of assets. However, the effectiveness of certain of these restrictions is currently suspended because the Senior Notes are currently rated investment grade by at least two nationally recognized credit rating agencies. The most significant of these provisions, if it were currently effective, would restrict us from incurring additional debt, except specified permitted debt (including borrowings under our credit facility), when our fixed charge coverage ratio is below 2.0:1. These limitations are subject to a number of important qualifications and exceptions, including, without limitation, an exception for the payment of our regular quarterly dividend of up to $0.10 per share. If the restrictions were currently effective, distributions in excess of $100.0 million would not be allowed unless, after giving pro forma effect to the distribution, our fixed charge coverage ratio is at least 2.0:1 and such payment, together with the aggregate amount of all other distributions after January 13, 2006, is less than the sum of 50% of our consolidated net income for the period from October 1, 2003 to the end of the most recent quarter for which financial statements have been filed, plus 100% of net cash proceeds received after October 1, 2003 as a contribution to our common equity capital or from the issuance or sale of certain securities, plus several other adjustments.
3.60% Senior Notes due 2022
The 3.60% senior notes due 2022 are unsecured and were issued with an original issue discount of $1.2 million. There is no sinking fund and no scheduled amortization of the 3.60% senior notes due 2022 prior to maturity. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Debt" in the
2014
Form 10-K for more information on the 3.60% senior notes due 2022. All of our domestic subsidiaries that guarantee other indebtedness of ours or of another guarantor of the 3.60% senior notes due 2022 in excess of $5.0 million are guarantors of the 3.60% senior notes due 2022.
The indenture governing the 3.60% senior notes due 2022 contains customary events of default and covenants that will restrict our and certain of our subsidiaries' ability to (1) incur certain secured indebtedness, (2) engage in certain sale-leaseback transactions and (3) consolidate, merge or transfer all or substantially all of our assets.
Revenue Bonds
In December 1997, we entered into a loan agreement with a public trust established for public purposes for the benefit of the Parish of Calcasieu, Louisiana. The public trust issued $10.9 million principal amount of tax-exempt waste disposal revenue bonds in order to finance our construction of waste disposal facilities for an ethylene plant. The waste disposal revenue bonds expire in December 2027 and are subject to redemption and mandatory tender for purchase prior to maturity under certain conditions. Interest on the waste disposal revenue bonds accrues at a rate determined by a remarketing agent and is payable quarterly.
Westlake Partners Credit Arrangements
Our subsidiary, Westlake Chemical Finance Corporation, is the lender party to a $300.0 million revolving credit facility with Westlake Partners, entered into on April 29, 2015. The revolving credit facility matures on April 29, 2018. Borrowings under the revolver bear interest at LIBOR plus a spread ranging from 2.0% to 3.0% (depending on Westlake Partners'
39
Table of Contents
consolidated leverage ratio), payable quarterly. Westlake Partners may pay all or a portion of the interest on any borrowings in kind, in which case any such amounts would be added to the principal amount of the loan. As of
September 30, 2015
, outstanding borrowings under the credit facility totaled
$135.3 million
and bore interest at the LIBOR rate plus
2.0%
.
Our subsidiary, Westlake Development Corporation, is the lender party to a $600.0 million revolving credit facility with OpCo. The revolving credit facility matures in 2019. As of
September 30, 2015
, outstanding borrowings under the credit facility totaled
$163.4 million
and bore interest at the LIBOR rate plus 3.0%, which is accrued in arrears quarterly.
We consolidate Westlake Partners and OpCo for financial reporting purposes as we have a controlling financial interest. As such, the revolving credit facilities described above between our subsidiaries and Westlake Partners and OpCo are eliminated upon consolidation.
Off-Balance Sheet Arrangements
None.
FORWARD-LOOKING STATEMENTS
The Private Securities Litigation Reform Act of 1995 provides safe harbor provisions for forward-looking information. Certain of the statements contained in this report are forward-looking statements. All statements, other than statements of historical facts, included in this report that address activities, events or developments that we expect, project, believe or anticipate will or may occur in the future are forward-looking statements. Forward-looking statements can be identified by the use of words such as "believes," "intends," "may," "should," "could," "anticipates," "expected" or comparable terminology, or by discussions of strategies or trends. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we cannot give any assurances that these expectations will prove to be correct. Forward-looking statements relate to matters such as:
•
future operating rates, margins, cash flow and demand for our products;
•
industry market outlook, including the price of crude oil;
•
production capacities;
•
currency devaluation;
•
our ability to borrow additional funds under our credit facility;
•
availability of our revolving credit facility and our ability to meet our liquidity needs;
•
our intended quarterly dividends;
•
our effective tax rate;
•
future capacity additions and expansions in the industry;
•
timing, funding and results of capital projects, such as the expansion program at our Lake Charles facility;
•
results of acquisitions;
•
pension plan obligations, funding requirements and investment policies;
•
compliance with present and future environmental regulations and costs associated with environmentally related penalties, capital expenditures, remedial actions and proceedings, including any new laws, regulations or treaties that may come into force to limit or control carbon dioxide and other greenhouse gases emissions or to address other issues of climate change;
•
effects of pending legal proceedings; and
•
timing of and amount of capital expenditures.
We have based these statements on assumptions and analyses in light of our experience and perception of historical trends, current conditions, expected future developments and other factors we believe were appropriate in the circumstances when the statements were made. Forward-looking statements by their nature involve substantial risks and uncertainties that could significantly impact expected results, and actual future results could differ materially from those described in such statements. These statements are subject to a number of assumptions, risks and uncertainties, including those described in "Risk Factors" in the
2014
Form 10-K and the following:
•
general economic and business conditions;
•
the cyclical nature of the chemical industry;
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Table of Contents
•
the availability, cost and volatility of raw materials and energy;
•
uncertainties associated with the United States, European and worldwide economies, including those due to political tensions and unrest in the Middle East, the Commonwealth of Independent States (including Ukraine) and elsewhere;
•
current and potential governmental regulatory actions in the United States and Europe and regulatory actions and political unrest in other countries;
•
industry production capacity and operating rates;
•
the supply/demand balance for our products;
•
competitive products and pricing pressures;
•
instability in the credit and financial markets;
•
access to capital markets;
•
terrorist acts;
•
operating interruptions (including leaks, explosions, fires, weather-related incidents, mechanical failure, unscheduled downtime, labor difficulties, transportation interruptions, spills and releases and other environmental risks);
•
changes in laws or regulations;
•
technological developments;
•
our ability to integrate acquired businesses;
•
foreign currency exchange risks;
•
our ability to implement our business strategies; and
•
creditworthiness of our customers.
Many of these factors are beyond our ability to control or predict. Any of the factors, or a combination of these factors, could materially affect our future results of operations and the ultimate accuracy of the forward-looking statements. These forward-looking statements are not guarantees of our future performance, and our actual results and future developments may differ materially from those projected in the forward-looking statements. Management cautions against putting undue reliance on forward-looking statements or projecting any future results based on such statements or present or prior earnings levels. Every forward-looking statement speaks only as of the date of the particular statement, and we undertake no obligation to publicly update or revise any forward-looking statements.
Item 3.
Quantitative and Qualitative Disclosures about Market Risk
Commodity Price Risk
A substantial portion of our products and raw materials are commodities whose prices fluctuate as market supply and demand fundamentals change. Accordingly, product margins and the level of our profitability tend to fluctuate with changes in the business cycle. We try to protect against such instability through various business strategies. Our strategies include ethylene feedstock flexibility and moving downstream into the olefins and vinyls products where pricing is more stable. We use derivative instruments in certain instances to reduce price volatility risk on feedstocks and products. Based on our open derivative positions at
September 30, 2015
, a hypothetical $0.10 increase in the price of a gallon of ethane would have increased our income before taxes by $18.7 million and a hypothetical $0.10 increase in the price of a MMbtu of natural gas would have increased our income before taxes by $1.3 million. Additional information concerning derivative commodity instruments appears in Notes 12 and 13 to the unaudited consolidated financial statements within this Quarterly Report on Form 10-Q.
Interest Rate Risk
We are exposed to interest rate risk with respect to fixed and variable rate debt. At
September 30, 2015
, we had variable rate debt of $10.9 million outstanding. All of the debt outstanding under our revolving credit facility (none was outstanding at
September 30, 2015
) and our loan relating to the tax-exempt waste disposal revenue bonds are at variable rates. We do not currently hedge our variable interest rate debt, but we may do so in the future. The average variable interest rate for our variable rate debt of $10.9 million as of
September 30, 2015
was 0.09%. A hypothetical 100 basis point increase in the average interest rate on our variable rate debt would increase our annual interest expense by approximately $0.1 million. Also, at
September 30, 2015
, we had $754.0 million aggregate principal amount of fixed rate debt. We are subject to the risk of higher interest cost if
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Table of Contents
and when this debt is refinanced. If interest rates are 1% higher at the time of refinancing, our annual interest expense would increase by approximately $7.5 million.
Foreign Currency Exchange Rate Risk
We are exposed to foreign currency exchange rate risk associated with our international operations. However, the effect of fluctuations in foreign currency exchange rates caused by our international operations has not had a material impact on our overall operating results. We may engage in activities to mitigate our exposure to foreign currency exchange risk in certain instances through the use of currency exchange derivative instruments, including forward exchange contracts, or spot purchases. A forward exchange contract obligates us to exchange predetermined amounts of specified currencies at a stated exchange rate on a stated date.
Item 4.
Controls and Procedures
We carried out an evaluation, under the supervision and with the participation of our management, including our President and Chief Executive Officer and our Senior Vice President, Chief Financial Officer and Treasurer, of the effectiveness of our disclosure controls and procedures pursuant to Rules 13a-15 or 15d-15 under the Securities Exchange Act of 1934 as of the end of the period covered by this report. Based upon that evaluation, our President and Chief Executive Officer and our Senior Vice President, Chief Financial Officer and Treasurer concluded that our disclosure controls and procedures are effective with respect to (i) the accumulation and communication to our management, including our Chief Executive Officer and our Chief Financial Officer, of information required to be disclosed by us in the reports that we submit under the Exchange Act, and (ii) the recording, processing, summarizing and reporting of such information within the time periods specified in the SEC's rules and forms.
There were no changes in our internal control over financial reporting that occurred during the three months ended
September 30, 2015
that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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Table of Contents
PART II. OTHER INFORMATION
Item 1.
Legal Proceedings
The
2014
Form 10-K, filed on
February 25, 2015
, contained a description of various legal proceedings in which we are involved, including environmental proceedings at our facilities in Calvert City. See Note 19 to the unaudited consolidated financial statements within this Quarterly Report on Form 10-Q for a description of certain of those proceedings, which information is incorporated by reference herein.
Item 1A.
Risk Factors
For a discussion of risk factors, please read Item 1A, "Risk Factors" in the
2014
Form 10-K and in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2015. There have been no material changes from those risk factors.
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
The following table provides information on our purchase of equity securities during the quarter ended
September 30, 2015
.
Period
Total Number
of Shares
Purchased
(1) (2)
Average Price
Paid Per
Share
Total Number
of Shares
Purchased as Part
of Publicly
Announced Plans
or Programs
(2)
Maximum Number
(or Approximate
Dollar Value) of
Shares that
May Yet Be
Purchased Under the
Plans or Programs
(2)
July 2015
95,082
$
68.66
95,019
$
181,822,000
August 2015
190,989
$
57.44
190,989
$
170,851,000
September 2015
804,829
$
52.12
804,829
$
128,901,000
1,090,900
$
53.14
1,090,837
_____________
(1)
Represents shares withheld in satisfaction of withholding taxes due upon the vesting of restricted stock and restricted stock units granted to our employees under the 2013 Plan.
(2)
On August 22, 2011, we announced the authorization by our Board of Directors of a $100.0 million stock repurchase program (the "2011 Program"). As of March 31, 2015, we had repurchased the full amount of the 2011 Program. On November 21, 2014, our Board of Directors approved an additional $250.0 million share repurchase program (the "2014 Program"). As of
September 30, 2015
,
1,955,871
shares of common stock had been acquired at an aggregate purchase price of
$121.1 million
under the 2014 Program. Decisions regarding the amount and the timing of purchases under the 2014 Program will be influenced by our cash on hand, our cash flow from operations, general market conditions and other factors. The 2014 Program may be discontinued by our Board of Directors at any time.
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Table of Contents
Item 6.
Exhibits
Exhibit No.
31.1†
Rule 13a – 14(a) / 15d – 14(a) Certification (Principal Executive Officer)
31.2†
Rule 13a – 14(a) / 15d – 14(a) Certification (Principal Financial Officer)
32.1#
Section 1350 Certification (Principal Executive Officer and Principal Financial Officer)
99.1#
Unaudited Financial Statements of Non Wholly-Owned Subsidiary Guarantor (Westlake Chemical OpCo LP)
101.INS†
XBRL Instance Document
101.SCH†
XBRL Taxonomy Extension Schema Document
101.CAL†
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF†
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB†
XBRL Taxonomy Extension Label Linkbase Document
101.PRE†
XBRL Taxonomy Extension Presentation Linkbase Document
______________________________
†
Filed herewith.
#
Furnished herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
WESTLAKE CHEMICAL CORPORATION
Date:
November 4, 2015
By:
/
S
/ A
LBERT
C
HAO
Albert Chao
President and Chief Executive Officer
(Principal Executive Officer)
Date:
November 4, 2015
By:
/
S
/ M. S
TEVEN
B
ENDER
M. Steven Bender
Senior Vice President, Chief Financial Officer
and Treasurer
(Principal Financial Officer)
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Table of Contents
EXHIBIT INDEX
Exhibit No.
Exhibit
31.1†
Rule 13a – 14(a) / 15d – 14(a) Certification (Principal Executive Officer)
31.2†
Rule 13a – 14(a) / 15d – 14(a) Certification (Principal Financial Officer)
32.1#
Section 1350 Certification (Principal Executive Officer and Principal Financial Officer)
99.1#
Unaudited Financial Statements of Non Wholly-Owned Subsidiary Guarantor (Westlake Chemical OpCo LP)
101.INS†
XBRL Instance Document
101.SCH†
XBRL Taxonomy Extension Schema Document
101.CAL†
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF†
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB†
XBRL Taxonomy Extension Label Linkbase Document
101.PRE†
XBRL Taxonomy Extension Presentation Linkbase Document
______________________________
†
Filed herewith.
#
Furnished herewith.
46