WESTLAKE CHEMICAL CORP - 10-Q Quarterly Report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q


þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2004


o		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 (State or other jurisdiction of incorporation or organization)		76-0346924 (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 þ No o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).

Yes o No þ

The number of shares outstanding of the registrant’s sole class of common stock, as of November 11, 2004, was 64,896,489.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

WESTLAKE CHEMICAL CORPORATION
CONSOLIDATED BALANCE SHEETS
(Unaudited)


	September 30,			December 31,
	2004			2003
	(in thousands of dollars, except
	par values and share amounts)
ASSETS
Current assets
Cash and cash equivalents	$	50,984		$	37,381
Accounts receivable, net		248,462			178,633
Inventories, net		249,359			180,760
Prepaid expenses and other current assets		8,489			7,994
Deferred income taxes		8,079			8,079

Total current assets		565,373			412,847
Property, plant and equipment, net		872,317			879,688
Equity investment		17,776			17,101
Other assets, net		50,400			60,477

Total assets	$	1,505,866		$	1,370,113

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	121,692		$	93,404
Accrued liabilities (includes $5,165 and $5,477 of related party notes in 2004 and 2003, respectively)		96,469			93,528
Current portion of long-term debt		1,200			28,200

Total current liabilities		219,361			215,132
Long-term debt		347,189			509,089
Deferred income taxes		175,367			136,524
Other liabilities (includes $226 of related party notes in 2004 and 2003)		41,011			41,665

Total liabilities		782,928			902,410
Commitments and contingencies (Notes 10 and 13)
Minority interest		—			22,100
Stockholders’ equity
Preferred stock, nonvoting, noncumulative, no par value, 1,000 shares authorized; 120 shares issued and outstanding		—			12,000
Common stock, $0.01 par value, 150,000,000 shares authorized; 64,896,489 and 49,499,395 shares issued and outstanding in 2004 and 2003, respectively		649			495
Additional paid-in capital		420,218			205,011
Retained earnings		302,742			229,346
Minimum pension liability, net of tax		(1,547	)		(1,547	)
Cumulative translation adjustment		876			298

Total stockholders’ equity		722,938			445,603

Total liabilities and stockholders’ equity	$	1,505,866		$	1,370,113

The accompanying notes are an integral part of these consolidated financial statements.

WESTLAKE CHEMICAL CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2004			2003			2004			2003
	(in thousands of dollars, except per share data)
Net sales	$	572,031		$	358,598		$	1,422,284		$	1,057,155
Cost of sales		487,520			338,161			1,217,437			970,847

Gross profit		84,511			20,437			204,847			86,308
Selling, general and administrative expenses		15,055			12,103			41,251			44,476
Impairment of long-lived assets		516			—			1,830			932

Income from operations		68,940			8,334			161,766			40,900
Interest expense		(10,144	)		(10,148	)		(32,261	)		(27,598	)
Debt retirement cost		(14,685	)		(11,343	)		(14,685	)		(11,343	)
Other income (expense), net		1,801			(1,704	)		445			4,605

Income (loss) before income taxes		45,912			(14,861	)		115,265			6,564
Provision (benefit) for income taxes		17,595			(5,529	)		41,869			2,443

Net income (loss)	$	28,317		$	(9,332	)	$	73,396		$	4,121

Basic and diluted earnings (loss) per share	$	0.50		$	(0.19	)	$	1.41		$	0.08

Weighted average shares outstanding:
Basic		56,903,270			49,499,395			51,985,368			49,499,395
Diluted		57,027,343			49,499,395			52,027,027			49,499,395

The accompanying notes are an integral part of these consolidated financial statements.

WESTLAKE CHEMICAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)


	Nine Months Ended
	September 30,
	2004			2003
	(in thousands of dollars)
Cash flows from operating activities
Net income	$	73,396		$	4,121

Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		62,849			65,657
Provisions for (recovery of) bad debts		(291	)		2,901
Amortization of debt issue costs		1,661			348
Loss (gain) from disposition of fixed assets		1,509			(2,912	)
Impairment of long-lived assets		1,830			932
Deferred tax expense		38,843			1,870
Equity income of unconsolidated subsidiary		(1,073	)		(970	)
Write off of debt retirement costs		3,047			7,343
Changes in operating assets and liabilities
Accounts receivable		(53,695	)		(43,974	)
Inventories		(48,599	)		(11,517	)
Prepaid expenses and other current assets		1,255			10,551
Accounts payable		5,618			6,341
Accrued liabilities		666			14,884
Other, net		(3,655	)		(25,033	)

Total adjustments		9,965			26,421

Net cash provided by operating activities		83,361			30,542

Cash flows from investing activities
Additions to property, plant and equipment		(30,912	)		(29,717	)
Acquisition of business		(33,294	)		—
Proceeds from disposition of assets		1,006			—
Proceeds from insurance claims		1,081			3,350

Net cash used for investing activities		(62,119	)		(26,367	)

Cash flows from financing activities
Proceeds from issuance of common stock, net		181,261			—
Repayments of affiliate borrowings		—			(117	)
Proceeds from borrowings		—			723,475
Repayments of borrowings		(188,900	)		(718,982	)

Net cash (used for) provided by financing activities		(7,639	)		4,376

Net increase in cash and cash equivalents		13,603			8,551
Cash and cash equivalents at beginning of period		37,381			11,123

Cash and cash equivalents at end of period	$	50,984		$	19,674

The accompanying notes are an integral part of these consolidated financial statements.

WESTLAKE CHEMICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(in thousands of dollars, except share amounts)

1. Basis of Financial Statements

During the third quarter of 2004, Westlake Chemical Corporation (WCC) consummated a reorganization designed to simplify its ownership structure. Westlake Polymer & Petrochemical, Inc. (WPPI) and Gulf Polymer & Petrochemical, Inc. (GPPI), WCC’s former direct and indirect parent companies, respectively, both have been merged into WCC, which survived the mergers, effective August 6, 2004 and August 4, 2004, respectively (collectively, the “Transactions”).

In the mergers, all of the common and preferred stock of WCC, GPPI and WPPI outstanding prior to the mergers, as well as the preferred stock of a subsidiary of GPPI outstanding prior to the mergers, was exchanged for common stock of WCC. Additionally, effective August 7, 2004, WCC executed a stock split of its common stock in conjunction with the mergers. The preferred shares of WPPI were classified as minority interest. TTWF LP, a Delaware limited partnership, became the sole stockholder of the restructured WCC, and various Chao family trusts and other entities, which were the stockholders of WCC, WPPI and GPPI prior to the mergers, now own all of the partnership interests in TTWF LP. Thereafter, on August 16, 2004, WCC completed an initial public offering of its common stock.

The accompanying consolidated financial statements reflect the mergers and the stock split described above (the exchange of preferred stock is not reflected in the financial statements prior to September 30, 2004) as if they had occurred prior to January 1, 2001. The “Company” refers to the entity resulting from the Transactions.

The accompanying unaudited consolidated interim financial statements were prepared in accordance with generally accepted accounting principles and in accordance with the rules and regulations of the Securities and Exchange Commission. Certain information and footnotes required for complete financial statements under generally accepted accounting principles in the United States have not been included pursuant to such rules and regulations. These interim consolidated financial statements should be read in conjunction with the December 31, 2003 financial statements and notes thereto of the Company presented in the Company’s Registration Statement on Form S-1 (Reg. No. 333-115790). These financial statements have been prepared in conformity with the accounting principles and practices as disclosed in the financial notes thereto of the Company for the year ended December 31, 2003.

In the opinion of the Company’s management, the accompanying unaudited interim financial statements reflect all adjustments (consisting only of normal recurring adjustments) that are necessary for a fair presentation of the Company’s financial position as of September 30, 2004, the results of operations for the three months and nine months ended September 30, 2004 and 2003 and the changes in its cash position for the nine months ended September 30, 2004 and 2003.

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 year ending December 31, 2004 or any other interim period. The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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.

2. Stock Based Compensation

The Company’s 2004 Omnibus Incentive Plan (the Plan) authorizes the Board of Directors to make stock option awards to executives and other key employees. The Plan also provides for the granting of stock awards, restricted stock and stock units to employees and directors that consist of grants of common stock or units denominated in common stock. In the third quarter of 2004 the Company granted options to purchase 476,000 shares of common stock. The exercise price of the options was the market price on the date of grant ($14.50) and the options become exercisable in equal amounts on the first, second and third anniversaries of the grant date and expire on the tenth anniversary of the grant date. The Company also granted 156,800 restricted stock units in the third quarter of 2004 to employees valued at $14.50 per unit. The restricted stock units will vest when held for six months, subject to continuous employment, and each unit will become one share of common stock upon vesting.

The Company accounts for its stock-based compensation plans in accordance with Accounting Principles Board (APB) Opinion No. 25, “Accounting for Stock Issued to Employees,” and complies with SFAS No. 123, “Accounting for Stock-Based

Compensation,” for disclosure purposes. Under these provisions, no compensation expense has been recognized for the Company’s stock option plan. For SFAS No. 123 purposes, the fair value of each stock option for 2004 has been estimated as of the date of the grant using the Black-Scholes option pricing model with the following weighted average assumptions for 2004:


	Nine months ended
	September 30, 2004
Risk-free interest rate		4	%
Expected life		10
Expected volatility		28	%
Expected dividend yield		0.6	%

Using the above assumptions, additional compensation expense for stock option grants under the fair value method prescribed by SFAS No. 123 would be:


	Three months ended		Nine months ended
	September 30, 2004		September 30, 2004
Compensation expense	$	128	$	128
Provision for income taxes		46		46

Total, net of taxes	$	82	$	82

Had compensation expense been determined consistently with the provisions of SFAS No. 123, utilizing the assumptions previously detailed, the Company’s net income and earnings per common share would have been the following pro forma amounts:


	Three months ended		Nine months ended
	September 30, 2004		September 30, 2004
Net income
As reported	$	28,317	$	73,396
Pro forma	$	28,235	$	73,314
Basic and diluted earnings per share
As reported	$	0.50	$	1.41
Pro forma	$	0.50	$	1.41

3. Accounts Receivable

Accounts receivable consist of the following:


	September 30,			December 31,
	2004			2003
Accounts receivable — trade	$	246,625		$	177,396
Accounts receivable — affiliates		993			1,264
Allowance for doubtful accounts		(6,302	)		(6,901	)

		241,316			171,759
Taxes receivable		2			1,129
Accounts receivable — other		7,144			5,745

	$	248,462		$	178,633

4. Inventories

Inventories consist of the following:


	September 30,			December 31,
	2004			2003
Finished product	$	130,101		$	107,928
Feedstock, additives and chemicals		101,663			56,281
Materials and supplies		26,049			24,840

		257,813			189,049
Allowance for inventory obsolescence		(8,454	)		(8,289	)

Net inventory	$	249,359		$	180,760

5. Property, Plant and Equipment

Depreciation expense on property, plant and equipment of $18,046 and $18,223 is included in cost of sales in the consolidated statement of operations for the three months ended September 30, 2004 and 2003, respectively, and $53,124 and $55,407 for the nine months ended September 30, 2004 and 2003, respectively.

The Company recognized a $516 impairment charge during the three months ended September 30, 2004 related to an adjustment to fair market value of Olefins segment assets that will be taken out of service during a styrene turnaround scheduled in 2005.

6. Other Assets

Amortization expense on other assets of $3,617 and $3,222 is included in the consolidated statement of operations for the three months ended September 30, 2004 and 2003, respectively, and $11,386 and $10,598 for the nine months ended September 30, 2004 and 2003, respectively.

7. Derivative Commodity Instruments

The Company had a net loss of $5,215 in connection with commodity derivatives and inventory repurchase obligations for the nine months ended September 30, 2004 compared to a net loss of $823 for the nine months ended September 30, 2003. Derivative losses recorded in the third quarter totaled $2,130 and $1,870, respectively for 2004 and 2003. Risk management asset balances of $0 and $3,040 were included in prepaid expenses and other current assets, and risk management liability balances of $5,181, and $0 were included in accrued liabilities in the Company balance sheets as of September 30, 2004 and December 31, 2003, respectively.

8. Earnings (loss) per Share

There are no adjustments to “Net income (loss)” for the diluted earnings per share computations.

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				Nine months ended
	September 30,				September 30,
	2004		2003		2004		2003
Weighted average common shares—basic		56,903		49,499		51,985		49,499
Plus incremental shares from assumed conversions:
Options		47		—		16		—
Restricted stock units		77		—		26		—

Weighted average common shares—diluted		57,027		49,499		52,027		49,499

9. Pension and Post Retirement Benefits

Components of Net Periodic Costs are as follows:


	Three Months Ended September 30,										Nine Months Ended September 30,
	Pension Benefits						Other Benefits				Pension Benefits						Other Benefits
	2004			2003			2004		2003		2004			2003			2004		2003
Service cost	$	251		$	207		$	102	$	100	$	768		$	622		$	306	$	300
Interest cost		452			383			105		100		1,262			1,147			314		300
Expected return on plan assets		(353	)		(315	)		—		—		(1,057	)		(944	)		—		—
Amortization of transition obligation		—			—			28		28		—			—			85		84
Amortization of prior service cost		56			82			67		67		168			244			201		201
Amortization of net loss		137			33			54		50		267			100			162		150

Net periodic benefit cost	$	543		$	390		$	356	$	345	$	1,408		$	1,169		$	1,068	$	1,035

The Company has contributed $475 and $415 to the Salaried and Wage pension plans, respectively, during the quarter ended September 30, 2004 and $925 and $745 to the Salaried and Wage pension plans, respectively, for the nine months ended September 30, 2004. The Company is scheduled to contribute an additional $225 to the Salaried pension plan and $150 to the Wage pension plan during the fiscal year ending December 31, 2004.

The Medicare Prescription Drug, Improvement and Modernization Act of 2003 (the “Act”) was enacted in December 2003. In January 2004, the Financial Accounting Standards Board (“FASB”) issued FASB Staff Position (“FSP”) FAS 106-1, Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003. As permitted by FSP FAS 106-1, Westlake elected to defer recognition of the effects of the Act in accounting for its plans until the FASB developed and issued authoritative guidance on accounting for subsidies provided by the Act. In May 2004, the FASB issued FSP FAS 106-2 of the same title, which gave final guidance on accounting for subsidies under the Act and requires Westlake to implement its provisions no later than the third quarter 2004, if the effects are significant. Westlake does not expect the Act to have a significant effect on its financial statements. Through September 30, 2004, the accumulated postretirement benefit obligation and the net periodic postretirement benefit costs do not reflect any potential benefit associated with the subsidy.

10. Stockholders’ Equity

In the third quarter of 2004, the Company completed an initial public offering of 13,391,212 shares of common stock. The net proceeds from the stock offering of $181,261, after deducting underwriting fees and offering expenses, together with cash on hand, were used to pay down debt.

As described in Note 1 “Basis of Financial Statements”, the Company consummated a reorganization and a stock split during the third quarter of 2004. The reorganization included the exchange of preferred stock for common stock including the preferred stock of a subsidiary of the Company which was previously classified as minority interest.

11. Commitments and Contingencies

The Company has various purchase commitments for materials, supplies and services incident to the ordinary conduct of business. Such commitments are at prices not in excess of market prices. Certain feedstock purchase commitments require taking delivery of minimum volumes at market-determined prices.

Environmental Matters

The Company is subject to environmental laws and regulations that can impose civil and criminal sanctions and that may require it to remove or mitigate the effects of the disposal or release of chemical substances at various sites. Under some of these laws and regulations, a current or previous owner or operator of property may be held liable for the costs of removal or remediation of hazardous substances on, under, or in its property, without regard to whether the owner or operator knew of, or caused the presence of the contaminants, and regardless of 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 laws and regulations will have on the Company in the future. As is typical for chemical businesses, soil and groundwater contamination has occurred in the past at some of the Company’s sites and might occur or be discovered at other sites in the future. The Company has typically conducted extensive soil and groundwater assessments either prior to acquisitions or in connection with subsequent permitting requirements. The Company’s investigations have not revealed any contamination caused by the Company’s operations that would likely require the Company to incur material long-term remediation efforts and associated liabilities

Calvert City. In connection with the 1990 and 1997 acquisitions of the Goodrich Corporation chemical manufacturing complex in Calvert City, Goodrich agreed to indemnify the Company for any liabilities related to pre-existing contamination at the site. In addition, the Company agreed to indemnify Goodrich for contamination attributable to the ownership, use or operation of the plant after the closing date. The soil and groundwater at the manufacturing complex, which does not include the PVC facility in Calvert City, had been extensively contaminated by Goodrich’s operations. In 1993, the Geon Corporation was spun off from Goodrich, and Geon assumed the responsibility to operate the site-wide remediation system and the indemnification obligations for any liabilities arising from pre-existing contamination at the site. Subsequently, Geon’s name was changed to PolyOne. Part of the former Goodrich facility, which the Company did not acquire and on which it does not operate and that it believes is still owned by either Goodrich or PolyOne, is listed on the National Priorities List under the Comprehensive Environmental Response, Compensation and Liability Act, or CERCLA. The investigation and remediation of contamination at the Company’s manufacturing complex is currently being coordinated by PolyOne.

Given the scope and extent of the underlying contamination at the Company’s manufacturing complex, the remediation will likely take a number of years. The costs incurred to treat contaminated groundwater collected from beneath the site were $2,560 in 2003, and the Company expects this level of expenditures to continue for the life of the remediation. For the past three years, PolyOne has suggested that the Company’s actions after its acquisition of the complex have contributed to or otherwise exacerbated the contamination at the site. The Company has denied those allegations and has retained technical experts to evaluate its position. Goodrich has also asserted claims similar to those of PolyOne. In addition, Goodrich has asserted that the Company is responsible for a portion of the ongoing costs of treating contaminated groundwater being pumped from beneath the site and, since May 2003, has withheld payment of 45% of the costs that the Company incurs to operate Goodrich’s pollution control equipment located on the property. The Company met with Goodrich representatives in July and August of 2003 to discuss Goodrich’s assertions.

In October 2003, the Company filed suit against Goodrich in the United States District Court for the Western District of Kentucky for unpaid invoices related to the groundwater treatment, which totaled approximately $1,515 as of September 30, 2004. Goodrich has filed an answer and counterclaim in which it alleges that the Company is responsible for contamination at the facility. The Company has denied those allegations and has filed a motion to dismiss Goodrich’s counterclaim. The court has recently ruled on the Company’s motion to dismiss and has dismissed part of Goodrich’s counterclaim while retaining the remainder. Goodrich also filed a third-party complaint against PolyOne, which in turn has filed motions to dismiss, counterclaims against Goodrich and third-party claims against the Company. On April 28, 2004, the parties agreed on discovery procedures. Further, on June 8, 2004, the Company filed a motion for summary judgment on its claim against Goodrich. PolyOne has filed a claim against both Goodrich and the Company alleging conspiracy to defraud PolyOne. On June 16, 2004, the Company filed a motion to dismiss PolyOne’s claim. Discovery in the case commenced on July 15, 2004.

In addition, the Company has intervened in administrative proceedings in Kentucky in which both Goodrich and PolyOne are seeking to shift Goodrich’s cleanup responsibilities under its Resource Conservation and Recovery Act, or RCRA, permit to other parties, including the Company. The proceedings are currently in mediation, the most recent session of which was held on July 15, 2004. Settlement discussions on these matters are continuing. On October 27, 2004, PolyOne initiated a second administrative proceeding against Goodrich and the State of Kentucky. In this second case, PolyOne challenges the State’s determination that PolyOne is required to submit a major modification to the Goodrich permit and assume the regulatory status of an operator under the permit. It makes a number of charges against the Company that, if proven, might cause the State to demand that the Company also be added to the Goodrich permit.

In January 2004, the State of Kentucky notified the Company by letter that, due to the ownership of a closed landfill (known as Pond 4) at the manufacturing complex, the Company would be required to submit a post-closure permit application under RCRA. This could require the Company to bear the responsibility and cost of performing remediation work on the pond and solid waste management units and areas of concern located on property adjacent to the pond that is owned by the Company. The Company acquired Pond 4 from Goodrich in 1997 as part of the acquisition of other facilities. Under the contract, the Company has the right to require Goodrich to retake title to Pond 4 in the event that ownership of Pond 4 requires the Company to be added to Goodrich’s permit associated with the facility clean-up issued under RCRA. The Company believes that the letter sent by the State of Kentucky triggers the right to tender ownership of Pond 4 back to Goodrich. The Company has notified Goodrich of its obligation to accept

ownership and has tendered title to Pond 4 back to Goodrich. The Company has also filed an appeal with the State of Kentucky regarding its letter. Goodrich and PolyOne have both filed motions to intervene in this appeal. On July 1, 2004, the Company notified the State of Kentucky that the Company would prefer to conduct a clean-closure equivalency determination, or CCED, of Pond 4 rather than pursue a permit. Discussions with the State of Kentucky on the conduct of the CCED are continuing.

None of the parties involved in the proceedings relating to the disputes with Goodrich and PolyOne and the State of Kentucky described above has formally quantified the amount of monetary relief that they are seeking from the Company (except Goodrich, which is withholding 45% of the groundwater treatment costs that are being charged to them), nor has the court or the State of Kentucky proposed or established an allocation of the costs of remediation among the various participants. As of September 30, 2004, the aggregate amount withheld by Goodrich was approximately $1,515. Any monetary liabilities that the Company might incur with respect to the remediation of contamination at the manufacturing complex in Calvert City would likely be spread out over an extended period. While the Company has denied responsibility for any such remediation costs and is actively defending its position, the Company is not in a position at this time to state what effect, if any, these proceedings could have on the Company’s financial condition, results of operations, or cash flows.

In March and June 2002, the EPA’s National Enforcement Investigations Center, or NEIC, conducted an environmental investigation of the Company’s manufacturing complex in Calvert City consisting of the ethylene dichloride (EDC)/vinyl chloride monomer (VCM), ethylene and chlor-alkali plants. In May 2003, the Company received a report prepared by the NEIC summarizing the results of that investigation. Among other things, the NEIC concluded that the requirements of several regulatory provisions had not been met. The Company has analyzed the NEIC report and has identified areas where it believes that erroneous factual or legal conclusions, or both, may have been drawn by the NEIC. The Company has held a number of discussions with the EPA concerning its conclusions. In February 2004, representatives of the EPA orally informed the Company that the agency proposed to assess monetary penalties against it and to require it to implement certain injunctive relief to ensure compliance. In addition, the EPA’s representatives informed the Company that the EPA, the NEIC and the State of Kentucky would conduct an inspection of its PVC facility in Calvert City, which is separate from the manufacturing complex and was not visited during the 2002 inspection. That additional inspection took place in late February 2004. The Company has not yet received a written report from the agencies regarding the actions that they propose to take in response to that visit. The EPA has recently submitted to the Company an information request under Section 114 of the Clean Air Act and has issued a Notice of Violation, both pertaining to the inspection of the EDC/VCM plant. The Notice of Violation does not propose any specific penalties. The Company met with the EPA on June 8 and 9, 2004 and is continuing to have settlement discussions with the agency. The EPA has also issued to the Company information requests under Section 3007 of RCRA and Section 114 of the Clean Air Act regarding the PVC plant inspection. It is likely that monetary penalties will be imposed, that capital expenditures for installation of environmental controls will be required, or that other relief will be sought, or all or some combination of the preceding, by either the EPA or the State of Kentucky as a result of the environmental investigations in Calvert City. In such case, the Company expects that, based on the EPA’s past practices, the amount of any monetary penalties would be reduced by a percentage of the expenditures that the Company would agree to make for certain “supplemental environmental projects.” The Company is not in a position at this time to state what effect, if any, these proceedings could have on the Company’s financial condition, results of operations, or cash flows. However, the Company has recorded an accrual for a probable loss related to monetary penalties. Although the ultimate amount of liability is not ascertainable, the Company believes that any amounts exceeding the recorded accruals should not materially affect the Company’s financial condition. It is possible, however, that the ultimate resolution of this matter could result in a material adverse effect on the Company’s results of operations for a particular reporting period.

Legal Matters

In connection with the purchase of the Company’s Calvert City facilities in 1997, it acquired 10 barges that it uses to transport chemicals on the Mississippi, Ohio and Illinois Rivers. In April 1999, the U.S. Coast Guard issued a forfeiture order permanently barring the use of the Company’s barges in coastwise trade due to an alleged violation of a federal statute regarding the citizenship of the purchaser. The Company appealed the forfeiture order with the Coast Guard and, in June 1999, it filed suit in the U.S. Court of Appeals for the D.C. Circuit seeking a stay of the order pending resolution of the Coast Guard appeal. The D.C. Circuit granted the stay and the Company was able to use the barges pending resolution of its appeal with the Coast Guard. In October 2003, the Coast Guard issued notice that it would not change its regulations. As a result, the Company sought legislative relief through a private bill which recently passed Congress and has been signed into law. The Company and the Coast Guard have signed a settlement agreement resolving this matter. The Coast Guard has issued a new Bowaters Certificate authorizing use of the barges. The parties are preparing to file the settlement agreement with the Court to terminate the litigation.

In October 2003, the Company filed suit against CITGO Petroleum Corporation in state court in Lake Charles, Louisiana, asserting that CITGO had failed to take sufficient hydrogen under two successive contracts pursuant to which the Company supplied and the Company supplies to CITGO hydrogen that the Company generates as a co-product in its ethylene plants in Lake Charles. In December 2003, CITGO responded with an answer and a counterclaim against the Company, asserting that CITGO had overpaid the Company for hydrogen due to a faulty sales meter and that the Company is obligated to reimburse CITGO for the overpayments. In January 2004, the Company filed a motion to compel arbitration of CITGO’s counterclaim and to stay all court proceedings relating to the counterclaim. In May 2004, the parties filed a joint motion with the court to provide for CITGO’s counterclaim to be resolved by arbitration. The Company’s claim against CITGO is approximately $8,100 plus interest at the prime rate plus two percentage points and attorneys’ fees. CITGO’s claim against the Company is approximately $7,800 plus interest at the prime rate plus two percentage points and attorneys’ fees. The parties held a mediation conference in April 2004 at which they agreed to conduct further discovery with a view towards holding another mediation conference to attempt to settle their disputes. The Company can offer no assurance that a settlement can be achieved, and it is vigorously pursuing its claim against CITGO and its defense of CITGO’s counterclaim.

In December 2003, the Company was served with a petition as a defendant in a suit in state court in Denver, Colorado, brought by International Window - Colorado, Inc., or IWC, against several other parties. As the suit relates to the Company, IWC claims that the Company breached an exclusive license agreement by supplying window-profiles products into a restricted territory and that the Company improperly assisted a competitor of IWC, resulting in lost profits to IWC and a collapse of IWC’s business. IWC has claimed damages of approximately $5,400. The case is in the discovery phase. The Company is vigorously defending its position in this case and is unable to determine the probability of loss related to this claim.

The Company is involved in various other legal proceedings in the ordinary course of business. In management’s opinion, none of these other proceedings will have a material adverse effect on the Company’s financial condition, results of operations and cash flows.

In January 2004, the Company received and recognized in income $1,529 relating to a lawsuit filed by Taita Chemical Corp. in which the Company prevailed. This amount was awarded as a reimbursement of attorney fees incurred by the Company.

12. Segment Information

The Company operates in two principal business 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						Nine Months Ended
	September 30,						September 30,
	2004			2003			2004			2003
Net sales to external customers
Olefins
Polyethylene	$	172,964		$	123,362		$	432,670		$	354,100
Ethylene, styrene and other		190,206			97,032			461,575			298,382

Total olefins		363,170			220,394			894,245			652,482
Vinyls
Fabricated finished goods		114,625			72,778			279,225			200,505
VCM, PVC and other		94,236			65,426			248,814			204,168

Total vinyls		208,861			138,204			528,039			404,673

	$	572,031		$	358,598		$	1,422,284		$	1,057,155

Intersegment sales
Olefins	$	11,270		$	5,698		$	36,951		$	24,245
Vinyls		126			301			355			616

	$	11,396		$	5,999		$	37,306		$	24,861

Income (loss) from operations
Olefins	$	44,745		$	9,034		$	114,215		$	36,388
Vinyls		26,273			(160	)		51,069			8,761
Corporate and other		(2,078	)		(540	)		(3,518	)		(4,249	)

	$	68,940		$	8,334		$	161,766		$	40,900

Depreciation and amortization
Olefins	$	13,051		$	12,687		$	39,321		$	37,735
Vinyls		7,965			8,260			23,121			24,957
Corporate and other		95			498			407			2,965

	$	21,111		$	21,445		$	62,849		$	65,657

Other income (expense), net
Olefins	$	831		$	(1,680	)	$	(2,249	)	$	2,589
Vinyls		170			63			135			643
Corporate and other		800			(87	)		2,559			1,373
Debt retirement cost		(14,685	)		(11,343	)		(14,685	)		(11,343	)

	$	(12,884	)	$	(13,047	)	$	(14,240	)	$	(6,738	)

Capital expenditures
Olefins	$	3,424		$	5,633		$	8,888		$	16,828
Vinyls		7,913			5,058			21,495			12,789
Corporate and other		178			49			529			100

	$	11,515		$	10,740		$	30,912		$	29,717

A reconciliation of total segment income from operations to consolidated income (loss) before taxes is as follows:


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2004			2003			2004			2003
Income from operations	$	68,940		$	8,334		$	161,766		$	40,900
Interest expense		(10,144	)		(10,148	)		(32,261	)		(27,598	)
Debt retirement cost		(14,685	)		(11,343	)		(14,685	)		(11,343	)
Other income (expense), net		1,801			(1,704	)		445			4,605

Income (loss) before taxes	$	45,912		$	(14,861	)	$	115,265		$	6,564


	September 30,		December 31,
	2004		2003
Total Assets
Olefins	$	951,487	$	898,864
Vinyls		456,640		380,726
Corporate and other		97,739		90,523

	$	1,505,866	$	1,370,113

13. Comprehensive Income Information


	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2004		2003			2004		2003
Net income (loss)	$	28,317	$	(9,332	)	$	73,396	$	4,121
Other comprehensive income (loss):
Change in foreign currency translation		829		45			578		1,458

Comprehensive income (loss)	$	29,146	$	(9,287	)	$	73,974	$	5,579

14. Long-Term Debt

Long-term indebtedness consists of the following:


	September 30,			December 31,
	2004			2003
8 3/4% Senior notes due 2011	$	247,000		$	380,000
Term loan		90,500			119,400
Bank loan		—			27,000
Loan related to tax-exempt revenue bonds		10,889			10,889

Total debt		348,389			537,289
Less current portion		(1,200	)		(28,200	)

Long-term debt	$	347,189		$	509,089

On August 16, 2004 the Company completed an initial public offering (“IPO”). Net proceeds from the IPO were $181,261. The proceeds from the IPO along with available cash on hand were used to redeem $133,000 aggregate principal amount of the 8 3/4% senior notes due July 15, 2011, to repay $28,000 of the senior secured term loan maturing in July 2010 and to repay in full a $27,000 bank loan. As a result of the early payment on the 8 3/4% senior notes, $14,685 in non-operating expense was recognized in the third quarter of 2004 consisting of a pre-payment premium on the notes of $11,638 and a write-off of $3,047 in previously capitalized debt issuance cost.

As of September 30, 2004, the Company and its lenders entered into an amendment to the term loan that reduced the applicable interest rate so that the term loan bears interest at either the Eurodollar Rate plus 2.25% or prime rate plus 1.25%. The amendment also eliminated the requirement to use excess cash flow to repay the term loan.

15. Acquisition

On August 2, 2004, the Company completed the acquisition of substantially all of the assets of Bristolpipe Corporation. Bristolpipe Corporation, headquartered in Elkhart, Indiana, operated three manufacturing plants located in Indiana, Pennsylvania and Georgia with a combined estimated pipe production capacity of 300 million pounds per year and primarily produced PVC pipe products for a wide range of applications, including domestic and commercial drainage, waste and venting; underground water; sewer pipe; and telecommunications cable ducting. Bristolpipe Corporation reported revenues of approximately $114,000 for calendar year 2003. The purchase price of the assets was $33,294, subject to adjustment. The carrying values of the acquired assets are subject to change based on a final purchase price allocation determination.

Condensed Consolidating Financial Information as of September 30, 2004


	Westlake
	Chemical		Guarantor			Non-Guarantor
	Corporation		Subsidiaries			Subsidiaries		Eliminations			Consolidated
Balance Sheet
Current assets
Cash and cash equivalents	$	46,915	$	79		$	3,990	$	—		$	50,984
Accounts receivable, net		439,517		229,733			6,145		(426,933	)		248,462
Inventories, net		—		243,493			5,866		—			249,359
Prepaid expenses and other current assets		10		7,093			1,386		—			8,489
Deferred income taxes		8,079		—			—		—			8,079

Total current assets.		494,521		480,398			17,387		(426,933	)		565,373
Property, plant and equipment, net		—		862,869			9,448		—			872,317
Investment in subsidiaries		733,885		15,300			17,776		(749,185	)		17,776
Other assets, net		45,211		34,860			6,362		(36,033	)		50,400

Total assets	$	1,273,617	$	1,393,427		$	50,973	$	(1,212,151	)	$	1,505,866

Current liabilities
Accounts payable	$	8,763	$	112,334		$	595	$	—		$	121,692
Accrued liabilities		18,909		75,484			2,421		(345	)		96,469
Current portion of long-term debt		1,200		—			—		—			1,200

Total current liabilities		28,872		187,818			3,016		(345	)		219,361
Long-term debt		333,900		470,819			5,091		(462,621	)		347,189
Deferred income taxes		176,463		(1,405	)		309		—			175,367
Other liabilities		11,444		29,567			—		—			41,011
Stockholders’ equity		722,938		706,628			42,557		(749,185	)		722,938

Total liabilities and stockholders’ equity	$	1,273,617	$	1,393,427		$	50,973	$	(1,212,151	)	$	1,505,866

Condensed Consolidating Financial Information as of December 31, 2003


	Westlake
	Chemical		Guarantor		Non-Guarantor
	Corporation		Subsidiaries		Subsidiaries			Eliminations			Consolidated
Balance Sheet
Current assets
Cash and cash equivalents	$	32,101	$	44	$	5,236		$	—		$	37,381
Accounts receivable, net		486,745		176,583		7,566			(492,261	)		178,633
Inventories, net		—		176,337		4,423			—			180,760
Prepaid expenses and other current assets		118		6,949		927			—			7,994
Deferred income taxes		8,079		—		—			—			8,079

Total current assets		527,043		359,913		18,152			(492,261	)		412,847
Property, plant and equipment, net		—		873,240		6,448			—			879,688
Investment in subsidiaries		566,540		—		17,101			(566,540	)		17,101
Other assets, net		88,118		39,567		7,075			(74,283	)		60,477

Total assets	$	1,181,701	$	1,272,720	$	48,776		$	(1,133,084	)	$	1,370,113

Current liabilities
Accounts payable	$	10,403	$	82,874	$	127		$	—		$	93,404
Accrued liabilities		30,106		59,113		4,324			(15	)		93,528
Current portion of long-term debt		28,200		—		—			—			28,200

Total current liabilities		68,709		141,987		4,451			(15	)		215,132
Long-term debt		498,200		577,426		(8	)		(566,529	)		509,089
Deferred income taxes		135,409		—		1,115			—			136,524
Other liabilities		11,680		29,985		—			—			41,665
Minority interest		22,100		—		—			—			22,100
Stockholders’ equity		445,603		523,322		43,218			(566,540	)		445,603

Total liabilities and stockholders’ equity	$	1,181,701	$	1,272,720	$	48,776		$	(1,133,084	)	$	1,370,113

Condensed Consolidating Financial Information for the Three Months Ended September 30, 2004


	Westlake
	Chemical			Guarantor			Non-Guarantor
	Corporation			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Statement of Operations
Net sales	$	—		$	565,204		$	9,566		$	(2,739	)	$	572,031
Cost of sales		—			482,028			8,231			(2,739	)		487,520

		—			83,176			1,335			—			84,511
Selling, general and administrative expenses		1,816			13,380			(141	)		—			15,055
Impairment of long-lived assets		—			516			—			—			516

Income (loss) from operations		(1,816	)		69,280			1,476			—			68,940
Interest expense		(4,107	)		(6,041	)		4			—			(10,144	)
Other income (expense), net		26,776			929			598			(41,187	)		(12,884	)

Income (loss) before income taxes		20,853			64,168			2,078			(41,187	)		45,912
Provision for (benefit from) income taxes		(7,464	)		24,494			565			—			17,595

Net income (loss)	$	28,317		$	39,674		$	1,513		$	(41,187	)	$	28,317

Condensed Consolidating Financial Information for the Three Months Ended September 30, 2003


	Westlake
	Chemical			Guarantor			Non-Guarantor
	Corporation			Subsidiaries			Subsidiaries		Eliminations			Consolidated
Statement of Operations
Net sales	$	—		$	352,022		$	7,949	$	(1,373	)	$	358,598
Cost of sales		—			333,088			6,446		(1,373	)		338,161

		—			18,934			1,503		—			20,437
Selling, general and administrative expenses		848			10,668			587		—			12,103

Income (loss) from operations		(848	)		8,266			916		—			8,334
Interest expense		(5,606	)		(4,542	)		—		—			(10,148	)
Other income (expense), net.		(8,968	)		(1,891	)		141		(2,329	)		(13,047	)

Income (loss) before income taxes		(15,422	)		1,833			1,057		(2,329	)		(14,861	)
Provision for (benefit from) income taxes		(6,090	)		212			349		—			(5,529	)

Net income (loss)	$	(9,332	)	$	1,621		$	708	$	(2,329	)	$	(9,332	)

Condensed Consolidating Financial Information for the Nine Months Ended September 30, 2004


	Westlake
	Chemical			Guarantor			Non-Guarantor
	Corporation			Subsidiaries			Subsidiaries		Eliminations			Consolidated
Statement of Operations
Net sales	$	—		$	1,404,342		$	23,615	$	(5,673	)	$	1,422,284
Cost of sales		—			1,203,080			20,030		(5,673	)		1,217,437

		—			201,262			3,585		—			204,847
Selling, general and administrative expenses		2,695			37,452			1,104		—			41,251
Impairment of long-lived assets		—			1,830			—		—			1,830

Income (loss) from operations		(2,695	)		161,980			2,481		—			161,766
Interest expense		(14,100	)		(18,165	)		4		—			(32,261	)
Other income (expense), net.		78,650			(1,447	)		1,506		(92,949	)		(14,240	)

Income (loss) before income taxes		61,855			142,368			3,991		(92,949	)		115,265
Provision for (benefit from) income taxes		(11,541	)		53,201			209		—			41,869

Net income (loss)	$	73,396		$	89,167		$	3,782	$	(92,949	)	$	73,396

Condensed Consolidating Financial Information for the Nine Months Ended September 30, 2003


	Westlake
	Chemical			Guarantor			Non-Guarantor
	Corporation			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Statement of Operations
Net sales	$	—		$	1,041,341		$	20,512		$	(4,698	)	$	1,057,155
Cost of sales		—			958,328			17,217			(4,698	)		970,847

		—			83,013			3,295			—			86,308
Selling, general and administrative expenses		4,108			38,748			1,620			—			44,476
Impairment of long-lived assets		—			932			—			—			932

Income (loss) from operations		(4,108	)		43,333			1,675			—			40,900
Interest expense		(11,604	)		(15,989	)		(5	)		—			(27,598	)
Other income (expense), net.		10,284			3,826			790			(21,638	)		(6,738	)

Income (loss) before income taxes		(5,428	)		31,170			2,460			(21,638	)		6,564
Provision for (benefit from) income taxes		(9,549	)		11,420			572			—			2,443

Net income (loss)	$	4,121		$	19,750		$	1,888		$	(21,638	)	$	4,121

Condensed Consolidating Financial Information for the Nine Months Ended September 30, 2004


	Westlake
	Chemical			Guarantor			Non-Guarantor
	Corporation			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Statement of Cash Flows
Net income (loss)	$	73,396		$	89,167		$	3,782		$	(92,949	)	$	73,396
Adjustments to reconcile net income (loss) to net cash provided by operating activities
Depreciation and amortization		1,661			61,196			1,653			—			64,510
Provision for bad debts		—			(101	)		(190	)		—			(291	)
(Gain) loss from disposition of fixed assets		—			1,509			—			—			1,509
Impairment of long-lived assets		—			1,830			—			—			1,830
Deferred income taxes		(11,541	)		51,190			(806	)		—			38,843
Equity in income of unconsolidated subsidiary		—			—			(1,073	)		—			(1,073	)
Net changes in working capital and other		(135,424	)		(52,719	)		(169	)		92,949			(95,363	)

Net cash provided by (used for) operating activities		(71,908	)		152,072			3,197			—			83,361
Additions to property, plant and equipment		—			(26,469	)		(4,443	)		—			(30,912	)
Acquisition of business operations		—			(33,294	)		—			—			(33,294	)
Other		—			2,087			—			—			2,087

Net cash used for investing activities		—			(57,676	)		(4,443	)		—			(62,119	)
Intercompany financing		94,361			(94,361	)		—			—			—
Proceeds from borrowings		181,261			—			—			—			181,261
Repayments of borrowings		(188,900	)		—			—			—			(188,900	)

Net cash used for financing activities		86,722			(94,361	)		—			—			(7,639	)
Net increase (decrease) in cash and cash equivalents		14,814			35			(1,246	)		—			13,603
Cash and cash equivalents at beginning of period		32,101			44			5,236			—			37,381

Cash and cash equivalents at end of period	$	46,915		$	79		$	3,990		$	—		$	50,984

Condensed Consolidating Financial Information for the Nine Months Ended September 30, 2003


	Westlake
	Chemical			Guarantor			Non-Guarantor
	Corporation			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Statement of Cash Flows
Net income (loss)	$	4,121		$	19,750		$	1,888		$	(21,638	)	$	4,121
Adjustments to reconcile net income (loss) to net cash provided by operating activities
Depreciation and amortization		2,919			61,397			1,689			—			66,005
Provision for bad debts		—			2,901			—			—			2,901
Gain from disposition of fixed assets		—			(2,912	)		—			—			(2,912	)
Impairment of long-lived assets		—			932			—			—			932
Deferred income taxes		(9,075	)		10,945			—			—			1,870
Equity in income of unconsolidated subsidiary		—			—			(970	)		—			(970	)
Net changes in working capital and other		(52,247	)		(12,244	)		1,448			21,638			(41,405	)

Net cash provided by (used for) operating activities		(54,282	)		80,769			4,055			—			30,542
Additions to property, plant and equipment		—			(29,009	)		(708	)		—			(29,717	)
Other		—			3,350			—			—			3,350

Net cash provided by (used for) investing activities		—			(25,659	)		(708	)		—			(26,367	)
Intercompany financing		55,036			(54,333	)		(703	)		—			—
Repayment of affiliate borrowings		—			(117	)		—			—			(117	)
Proceeds from borrowings		723,475			—			—			—			723,475
Repayments of borrowings		(718,982	)		—			—			—			(718,982	)

Net cash used for financing activities		59,529			(54,450	)		(703	)		—			4,376
Net increase in cash and cash equivalents		5,247			660			2,644			—			8,551
Cash and cash equivalents at beginning of period		7,949			424			2,750			—			11,123

Cash and cash equivalents at end of period	$	13,196		$	1,084		$	5,394		$	—		$	19,674

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 financial statements of Westlake Chemical Corporation and the notes thereto and the December 31, 2003 financial statements and notes thereto of Westlake Chemical Corporation presented in Westlake Chemical Corporation’s Registration Statement on Form S-1 (Reg. No. 333-115790). The following discussion contains forward-looking statements. Please read “Forward-Looking Statements” for a discussion of limitations inherent in such statements.

Westlake Chemical Corporation is a vertically integrated manufacturer and marketer of petrochemicals, polymers and fabricated products. Our two principal business segments are Olefins and Vinyls. We use the majority of our internally-produced basic chemicals to produce higher value-added chemicals and fabricated products.

RECENT DEVELOPMENTS

Bristolpipe Acquisition

On August 2, 2004, we completed the acquisition of substantially all of the assets of Bristolpipe Corporation. Bristolpipe Corporation, headquartered in Elkhart, Indiana, operated three manufacturing plants located in Indiana, Pennsylvania and Georgia with a combined estimated pipe production capacity of 300 million pounds per year and primarily produced PVC pipe products for a wide range of applications, including domestic and commercial drainage, waste and venting; underground water; sewer pipe; and telecommunications cable ducting. Bristolpipe Corporation reported revenues of approximately $114.0 million for calendar year 2003. The purchase price of the assets was $33.3 million, subject to adjustment.

Geismar Start-Up

We have begun planning for a phased start-up of our VCM and PVC facilities in Geismar, Louisiana. We acquired these facilities in December 2002 and have been operating the EDC portion of the plant since November 2003. The VCM and PVC plants each have an estimated rated capacity of 600 million pounds per year. The PVC plant is comprised of two trains. The first phase of the start-up will consist of one train with approximately 300 million pounds of PVC capacity per year. We expect that the majority of the first phase of the PVC start-up production will be consumed internally as a result of the acquisition of the three PVC pipe plants from Bristolpipe Corporation described above. In addition to a graduated start-up of the PVC operations, we will also be investing in new technologies in the EDC unit at Geismar. This technology enhancement is expected to expand total EDC capacity by an estimated 25%. We currently plan that the start-up of the first phase will commence in 2005. Any start-up of future phases will be determined by market conditions at the time. The estimated cost of capital expenditures and pre-operating expenses in connection with the start-up is approximately $21.5 million in 2004 and $9.5 million in 2005.

Transactions

In August 2004 Westlake Polymer & Petrochemical, Inc. (WPPI) and Gulf Polymer & Petrochemical, Inc. (GPPI), our direct and indirect parent companies, respectively, both merged into Westlake Chemical Corporation (WCC), which was the surviving entity. In the mergers, all of the outstanding common and preferred stock of WCC, GPPI and WPPI, as well as the outstanding preferred stock of a subsidiary of GPPI, were exchanged for our common stock. Additionally, we executed a stock split of our common stock in conjunction with the mergers. TTWF LP, a Delaware limited partnership, became the sole stockholder of the restructured WCC, and various Chao family trusts and other entities, which were the stockholders of WCC, WPPI and GPPI, now own all of the partnership interests in TTWF LP.

As noted below in “Results of Operations—Liquidity and Capital Resources—Debt,” we completed our initial public offering on August 16, 2004.

RESULTS OF OPERATIONS

Third Quarter 2004 Compared with Third Quarter 2003

Net Sales. Net sales increased by $213.4 million, or 59.5%, to $572.0 million in the third quarter of 2004 from $358.6 million in the third quarter of 2003. This increase was primarily due to price increases throughout our Olefins and Vinyls segments and higher sales volumes in ethylene, polyethylene, styrene, VCM and PVC pipe. Higher selling prices largely resulted from stronger demand for

our products and higher raw material costs that were passed through to customers. PVC pipe sales were higher due to the acquisition of the assets of Bristolpipe Corporation, which was completed on August 2, 2004.

Gross Margin. Gross margins increased to 14.8% in the third quarter of 2004 from 5.7% in the third quarter of 2003. This increase was primarily due to higher selling prices throughout our Olefins and Vinyls segments and higher sales volumes for ethylene, polyethylene, styrene, VCM and PVC pipe. These increases were partially offset by higher raw material costs for ethane, propane and benzene. Our raw materials costs in both segments normally track industry prices, which experienced an increase of 45.3% for ethane, 54.2% for propane and 150.0% for benzene as compared to the third quarter of 2003.

Selling, General and Administrative Expenses. Selling, general and administrative expenses increased $3.0 million, or 24.4%, in the third quarter of 2004 as compared to the third quarter of 2003. The increase was primarily due to higher payroll costs, accounting fees and other outside service fees that were related to the initial public offering and to being a public company.

Impairment of Long-Lived Assets. Impairment of long-lived assets was $0.5 million in the third quarter of 2004. The impairment in the third quarter of 2004 was primarily related to Olefins segment assets that will be taken out of service during a styrene turnaround scheduled in 2005. These assets were written down to their remaining fair market value.

Interest Expense. Interest expense in the third quarter of 2004 was essentially unchanged as compared to the third quarter of 2003. The average interest rate was unchanged from period to period at approximately 7.5%. Lower average debt balances in the third quarter of 2004 were partially offset by higher amortization of debt costs.

Debt Retirement Cost. We recognized $14.7 million in non-operating expense in the third quarter of 2004 consisting of a pre-payment premium on our 8 3/4% senior notes of $11.6 million and a write-off of $3.1 million in previously capitalized debt issuance cost. We recognized $11.3 million in non-operating expense in the third quarter of 2003 related to our refinancing transaction described below under “—Liquidity and Capital Resources — Debt,” consisting of a $4.0 million make-whole premium in connection with the redemption of senior notes and a write-off of $7.3 million in previously capitalized debt issuance cost.

Other Income (Expense), Net. Other income (expense), net increased by $3.5 million from an expense of $1.7 million in the third quarter of 2003 to income of $1.8 million in the third quarter of 2004 primarily due to insurance proceeds of $3.0 million recognized in the third quarter of 2004 related to ethylene furnace metallurgical failures and an insurance subrogation settlement.

Income Taxes. The effective income tax rate was 38.3% in the third quarter of 2004 as compared to 37.2% in the third quarter of 2003. The rates in both periods are higher than the statutory rate of 35% primarily due to state income taxes, offset by an increase in domestic earnings for 2004 which lessened the impact of the lower tax rates in foreign countries.

Olefins Segment

Net Sales. Net sales increased by $142.8 million, or 64.8%, to $363.2 million in the third quarter of 2004 from $220.4 million in the third quarter of 2003. This increase was primarily due to price increases and higher sales volumes for ethylene, polyethylene and styrene. Average selling prices for the Olefins segment increased by 36.6% in the third quarter of 2004 as compared to the third quarter of 2003. These increased prices and sales volumes were due to higher industry demand. Selling prices were also higher due to higher raw material costs that were passed through to customers.

Income from Operations. Income from operations increased by $35.7 million, to $44.7 million in the third quarter of 2004 from $9.0 million in the third quarter of 2003. This increase was primarily due to price increases and higher sales volumes for polyethylene and styrene partially offset by higher raw material costs for ethane, propane and benzene.

Vinyls Segment

Net Sales. Net sales increased by $70.7 million, or 51.2%, to $208.9 million in the third quarter of 2004 from $138.2 million in the third quarter of 2003. This increase was primarily due to price increases for PVC pipe, PVC resin and VCM and higher sales volumes for VCM and PVC pipe. Average selling prices for the Vinyls segment increased by 29.4% in the third quarter of 2004 as compared to the third quarter of 2003. These increases were largely due to stronger industry demand for our products and higher raw material costs for propane that were passed through to our customers. The PVC pipe sales volume increase was also due to the acquisition of the assets of Bristolpipe Corporation, which was completed on August 2, 2004.

Income (Loss) from Operations. Income from operations increased by $26.5 million, to $26.3 million in the third quarter of 2004 from a $0.2 million loss in the third quarter of 2003. This increase was primarily due to higher selling prices for PVC pipe, PVC resin and VCM and higher sales volumes for VCM and PVC pipe. These increases were partially offset by higher energy costs and higher raw material costs for propane.

Nine Months Ended September 30, 2004 Compared with Nine Months Ended September 30, 2003

Net Sales. Net sales increased by $365.1 million, or 34.5%, to $1,422.3 million in the first nine months of 2004 from $1,057.2 million in the first nine months of 2003. This increase was primarily due to price increases throughout our Olefins and Vinyls segments and higher sales volumes in ethylene, polyethylene, styrene and PVC pipe. Higher selling prices largely resulted from stronger demand for our products and higher raw material costs that were passed through to customers. PVC pipe sales were higher due to the acquisition of the assets of Bristolpipe Corporation, which was completed on August 2, 2004. These improvements were partially offset by lower sales volumes for VCM stemming mainly from a fire at our Calvert City ethylene plant in January 2004. The fire resulted in a 19-day outage for repairs and reduced VCM operating rates during that period.

Gross Margin. Gross margins increased to 14.4% in the first nine months of 2004 from 8.2% in the first nine months of 2003. This increase was primarily due to higher selling prices throughout our Olefins and Vinyls segments and higher sales volumes for ethylene, polyethylene, styrene and PVC pipe. These increases were partially offset by higher raw material costs for ethane, propane and benzene. Our raw materials costs in both segments normally track industry prices, which experienced an increase of 14.8% for ethane, 21.7% for propane and 81.5% for benzene as compared to the first nine months of 2003. The increases were also partially offset by the impact of the fire at the Calvert City ethylene plant. We estimate that the gross margin impact of the outage in the first nine months of 2004 relating to the fire was approximately $12.5 million, which was comprised of higher maintenance cost of $3.5 million, lost margin on sales of approximately $8.6 million and a write-off of equipment of $0.4 million.

Selling, General and Administrative Expenses. Selling, general and administrative expenses decreased $3.2 million, or 7.3%, in the first nine months of 2004 as compared to the first nine months of 2003. The decrease was largely due to the receipt of $1.5 million in the first quarter of 2004 resulting from a legal settlement with a customer and higher provisions for accounts receivable in the first nine months of 2003 as compared to the first nine months of 2004. Provision for doubtful accounts decreased by $3.2 million in the first nine months of 2004 as compared to the first nine months of 2003.

Impairment of Long-Lived Assets. Impairment of long-lived assets was $1.8 million in the first nine months of 2004 compared to $0.9 million in the first nine months of 2003. The impairment in the first nine months of 2004 was related to an idled PVC plant in Pace, Florida in the Vinyls segment ($1.3 million) that was written down to its estimated sales value less commissions and styrene assets in our Olefins segment ($0.5 million) which were written down to their remaining fair market value. The impairment in the first nine months of 2003 was related to idled styrene assets in our Olefins segment.

Interest Expense. Interest expense increased $4.7 million in the first nine months of 2004 as compared to the first nine months of 2003. The increase was largely due to an increase in the average interest rate from 7.0% in the first nine months of 2003 to 7.4% in the first nine months of 2004 and an increase in the amortization of debt issuance costs.

Other Income (Expense), Net. Other income (expense), net decreased by $4.2 million from income of $4.6 million in the first nine months of 2003 to income of $0.4 million in the first nine months of 2004 primarily as a result of derivative losses of $5.2 million in 2004 as compared to a derivative loss of $0.8 million in 2003.

Income Taxes. The effective income tax rate was 36.3% in the first nine months of 2004 as compared to 37.2% in the first nine months of 2003. The effective tax rates in 2004 and 2003 are higher than the statutory tax rate primarily due to state taxes.

Olefins Segment

Net Sales. Net sales increased by $241.7 million, or 37.0%, to $894.2 million in the first nine months of 2004 from $652.5 million in the first nine months of 2003. This increase was primarily due to price increases and higher sales volumes for ethylene, polyethylene and styrene. Average selling prices for the Olefins segment increased by 20.3% in the first nine months of 2004 as compared to the first nine months of 2003. These increased prices and sales volumes were due to higher industry demand. Selling prices were also higher due to higher raw material costs that were passed through to customers.

Income from Operations. Income from operations increased by $77.8 million to $114.2 million in the first nine months of 2004 from $36.4 million in the first nine months of 2003. This increase was primarily due to price increases and higher sales volumes for ethylene, polyethylene and styrene partially offset by higher raw material costs for ethane, propane and benzene.

Vinyls Segment

Net Sales. Net sales increased by $123.3 million, or 30.5%, to $528.0 million in the first nine months of 2004 from $404.7 million in the first nine months of 2003. This increase was primarily due to price increases for PVC pipe, PVC resin and VCM and higher sales volumes for PVC pipe. Average selling prices for the Vinyls segment increased by 17.7% in the first nine months of 2004 as compared to the first nine months of 2003. These increases were largely due to stronger industry demand for our products and higher raw material costs for propane that were passed through to our customers. PVC pipe sales were higher due to the acquisition of the assets of Bristolpipe Corporation, which was completed on August 2, 2004. These increases were partially offset by lower sales volumes for VCM. While PVC pipe sales volumes increased by 22.5%, VCM sales volumes decreased by 4.2% primarily due to the outage resulting from the Calvert City plant fire in January 2004.

Income from Operations. Income from operations increased by $42.3 million to $51.1 million in the first nine months of 2004 from $8.8 million in the first nine months of 2003. This increase was primarily due to higher selling prices for PVC pipe, PVC resin and VCM and higher sales volumes for PVC pipe. These increases were partially offset by the impact of the fire in our Calvert City ethylene unit. The ethylene unit experienced a 19-day outage for repairs relating to the fire in January 2004.

CASH FLOW DISCUSSION FOR NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003

Cash Flows

Operating Activities

Operating activities provided cash of $83.4 million in the first nine months of 2004 compared to $30.5 million in the same period in 2003. The $52.9 million increase in cash flows from operating activities was primarily due to improvements in income from operations, as described above, partially offset by unfavorable changes in working capital. Income from operations increased by $120.9 million in the first nine months of 2004 as compared to the first nine months of 2003. Changes in components of working capital, which we define for purposes of this cash flow discussion as accounts receivable, inventories, prepaid expense and other current assets less accounts payable and accrued liabilities, used cash of $94.8 million in the first nine months of 2004, compared to $23.7 million cash used in the first nine months of 2003, a decrease of $71.1 million. In the first nine months of 2004, receivables increased by $53.7 million largely due to higher selling prices and sales volumes while inventory increased by $48.6 million, primarily due to higher feedstock and energy prices. Accounts payable and accrued liabilities increased by $6.3 million. The primary reason for the $23.7 million use of cash in the first nine months of 2003 related to working capital components was a $44.0 million increase in receivables, a $11.5 million increase in inventories partially offset by a $10.6 million decrease in prepaid expenses and an increase of $21.2 million in accounts payable and accrued liabilities. The increase in receivables was mainly due to higher average selling prices and sales volumes. The increase in inventories was primarily due to higher production and higher feedstock and energy prices. The decrease in prepaid expenses related to feedstock purchases made in December 2002. The increase in accounts payable and accrued liabilities was primarily due to higher energy and raw material costs.

Investing Activities

Net cash used in investing activities was $62.1 million in the first nine months of 2004 as compared to $26.4 million in the first nine months of 2003. Capital expenditures in the first nine months of 2004 were $30.9 million. The acquisition of business of $33.3 million related to the acquisition of the assets of Bristolpipe Corporation, which was completed on August 2, 2004. These expenditures were partially offset by $1.0 million of proceeds from the disposition of assets and $1.1 million of insurance proceeds.

Capital spending in the first nine months of 2003 of $29.7 million was primarily related to maintenance, safety and environmental projects. These expenditures were partially offset by $3.3 million of insurance proceeds.

Financing Activities

Net cash used by financing activities during the first nine months of 2004 was $7.6 million. During the third quarter of 2004 we completed our initial public offering. Net proceeds from the initial public offering of $181.3 million and available cash was used to repay $188.9 million of debt. See “Liquidity and Capital Resources” below. In the first nine months of 2003, net cash provided by financing activities was $4.4 million, which was used to fund investing activities.

Liquidity and Capital Resources

Liquidity and Financing Arrangements

Our principal sources of liquidity are from cash and cash equivalents, cash from operations, short-term borrowings under our revolving credit facility and our long-term financing.

Cash

Cash balances were $51.0 million at September 30, 2004 compared to $19.7 million at September 30, 2003. Cash balances were $37.4 million at December 31, 2003 compared to $11.1 million at December 31, 2002. We believe the September 30, 2004 cash levels are adequate to fund our short-term cash requirements.

Debt

Our current debt structure is used to fund our business operations, and our revolving credit facility is a source of liquidity. At September 30, 2004, our long-term debt, including current maturities, totaled $348.4 million, consisting of $247.0 million principal amount of 8 3/4% senior notes due 2011, a $90.5 million senior secured term loan due in 2010 and a $10.9 million loan from the proceeds of tax-exempt revenue bonds (supported by a $11.3 million letter of credit). Debt outstanding under the term loan and the tax-exempt bonds bore interest at variable rates.

On August 16, 2004 we completed our initial public offering (“IPO”). Net proceeds from the IPO were $181.3 million. We used the proceeds from the IPO along with available cash on hand to redeem $133.0 million aggregate principal amount of our 8 3/4% senior notes due July 15, 2011, to repay $28.0 million of our senior secured term loan maturing in July 2010 and to repay in full a $27.0 million bank loan. As a result of the early payment on the 8 3/4% senior notes, we recognized $14.7 million in non-operating expense in the third quarter of 2004 consisting of a pre-payment premium on the notes of $11.6 million and a write-off of $3.1 million in previously capitalized debt issuance cost.

On July 31, 2003, we completed a refinancing of substantially all of our outstanding long-term debt. We used net proceeds from the refinancing of approximately $506.9 million to:

• repay in full all outstanding amounts under our then-existing revolving credit facility, term loan and 9.5% Series A and Series B notes, including accrued and unpaid interest, fees and a $4.0 million make-whole premium to the noteholders; and

• provide $2.4 million in cash collateral for outstanding letter of credit obligations of $2.2 million.

In conjunction with the refinancing, we terminated our accounts receivable securitization facility by repurchasing all accounts receivable previously sold to our unconsolidated accounts receivable securitization subsidiary. The net accounts receivable repurchased totaled $15.1 million. No gain or loss was recognized as a result of the accounts receivable repurchase. We also obtained a $12.4 million letter of credit to secure our obligations under a letter of credit reimbursement agreement related to outstanding tax-exempt revenue bonds in the amount of $10.9 million. As a result of the refinancing, we recognized $11.3 million in non-operating expense in the third quarter of 2003 consisting of the $4.0 million make-whole premium and a write-off of $7.3 million in previously capitalized debt issuance expenses.

The refinancing consisted of:

• $380.0 million in aggregate principal amount of 8 3/4% senior notes due 2011;

• $120.0 million senior secured term loan due in 2010; and

• $21.0 million in borrowings under a new $200.0 million senior secured working capital revolving credit facility due in 2007.

We incurred approximately $14.1 million in costs associated with the refinancing that were capitalized and that will be amortized over the term of the new debt.

The 8 3/4% senior notes are unsecured. There is no sinking fund and no scheduled amortization of the notes prior to maturity. The notes are subject to redemption and holders may require us to repurchase the notes upon a change of control. All domestic restricted subsidiaries are guarantors of the senior notes.

At inception the term loan bore interest at either the Eurodollar Rate plus 3.75% or prime rate plus 2.75%. Quarterly principal payments of $0.3 million are due on the term loan beginning on September 30, 2003, with the balance due in four equal quarterly installments in the seventh year of the loan. The Company used the proceeds from the initial public offering to prepay $28.0 million of the term loan in August 2004, which prepayment was applied to and reduced the final installment of the term loan. Mandatory prepayments are due on the term loan with the proceeds of asset sales and casualty events subject, in some instances, to reinvestment provisions. The term loan also required prepayment with 50% of excess cash flow as determined under the term loan agreement. The term loan is collateralized by our Lake Charles and Calvert City facilities and some related intangible assets. As of September 30, 2004, the Company and its lenders entered into an amendment to the term loan that reduced the applicable interest rate so that the term loan bears interest at either the Eurodollar Rate plus 2.25% or prime rate plus 1.25%. The amendment also eliminated the requirement to use excess cash flow to repay the term loan.

The revolving credit facility bears interest at either LIBOR plus 2.5% or prime rate plus 0.25%, subject to grid pricing adjustment based on a fixed charge coverage ratio after the first year and subject to a 0.5% unused line fee. The revolving credit facility is also subject to a termination fee if terminated during the first two years. The revolving credit facility is collateralized by accounts receivable and contract rights, inventory, chattel paper, instruments, documents, deposit accounts and related intangible assets. The revolving credit facility matures in 2007. We had standby letters of credit outstanding at September 30, 2004 of $13.7 million. We had $186.3 million of available borrowing capacity at September 30, 2004 under this facility.

The agreements governing the 8 3/4% senior notes, the term loan, and the revolving credit facility each contain customary covenants and events of default. Accordingly, these agreements impose significant operating and financial restrictions on us. These restrictions, among other things, limit incurrence of additional indebtedness, payment of dividends, significant investments and sales of assets. These limitations are subject to a number of important qualifications and exceptions. None of the credit agreements requires us to generally maintain specified financial ratios, except that our revolving credit facility requires us to maintain a minimum fixed charge coverage ratio of 1.0 to 1.0 when availability falls below $50 million for three consecutive business days, or below $35 million at any time. The fixed charge ratio is calculated by dividing the last twelve months EBITDA, as defined in the agreement, by the last twelve months interest expense, plus capital expenses, plus scheduled principal repayments or prepayments, plus dividends, plus income taxes excluding deferred taxes.

Our ability to make payments on and to refinance our indebtedness and to fund planned capital expenditures will depend on our ability to generate cash in the future. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. Based on our current level of operations, we believe our cash flow from operations, available cash and available borrowings under our revolving credit facility will be adequate to meet our future liquidity needs for the foreseeable future.

Our business may not generate sufficient cash flow from operations, and future borrowings may not be available to us under our revolving credit facility in an amount sufficient to enable us to pay our indebtedness or to fund our other liquidity needs. We may need to refinance all or a portion of our indebtedness on or before maturity. We may not be able to refinance any of our indebtedness on commercially reasonable terms or at all.

OUTLOOK

Continued strong demand and high operating rates have resulted in increased product prices and improved earnings despite increased raw material and energy costs. Industry conditions continue to reflect an improving supply/demand balance going forward, however, short-term results remain vulnerable to high energy costs, global tensions and weather conditions. Based on our current level of operations, we believe our cash flow from operations, available cash and available borrowings under our revolving credit facility will be adequate to meet our liquidity needs for the foreseeable future.

FORWARD-LOOKING STATEMENTS

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. These include such matters as:

• production capacities;

• our ability to borrow additional funds under our credit facility;

• our ability to meet our liquidity needs;

• timing of and capital expenditures related to the Geismar facility startup;

• expected outcomes of legal and administrative proceedings and their expected effects on our financial position, results of operations and cash flows; and

• compliance with present and future environmental regulations and costs associated with environmentally related penalties, capital expenditures and remedial actions.

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. These statements are subject to a number of assumptions, risks and uncertainties, including those described in “Risk Factors” in Westlake Chemical Corporation’s annual report on Form 10-K for the fiscal year ended December 31, 2003 and the following:

• general economic and business conditions;

• the cyclical nature of the chemical industry;

• the availability, cost and volatility of raw materials and energy;

• uncertainties associated with the United States and worldwide economies, including those due to political tensions in the Middle East and elsewhere;

• current and potential governmental regulatory actions in the United States 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;

• 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 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.

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. Generally, our strategy is to limit our exposure to price variances by locking in prices for future purchases and sales. Our strategies also include ethylene product 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, 2004, a hypothetical $0.10 increase in the price of a gallon of propane would have decreased our income before taxes by $1.5 million. At September 30, 2004, we had no open derivative positions related to natural gas. Additional information concerning derivative commodity instruments appears in the consolidated financial information appearing elsewhere in this report.

Interest Rate Risk

We are exposed to interest rate risk with respect to fixed and variable rate debt. At September 30, 2004, we had variable rate debt of $101.4 million outstanding. All of the debt under our credit facility, tax exempt revenue bonds, and term loan is 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 $101.4 million as of September 30, 2004 was 3.71%. A hypothetical 100 basis point increase in the average interest rate on our variable rate debt would increase our annual interest expense by approximately $1.0 million. Also, at September 30, 2004, we had $247.0 million of fixed rate debt. As a result, we are subject to the risk of higher interest cost if 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 $2.5 million.

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 and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934 as of the end of the period covered by this report. In the course of this evaluation, management considered certain internal control areas in which we have made and are continuing to make changes to improve and enhance controls. Based upon that evaluation, our President and Chief Executive Officer and our Senior Vice President and Chief Financial Officer concluded that our disclosure controls and procedures are effective, in all material respects, with respect to the recording, processing, summarizing and reporting, within the time periods specified in the SEC’s rules and forms, of information required to be disclosed by us in the reports that we file or submit under the Exchange Act.

There were no changes in our internal control over financial reporting that occurred during the three months ended September 30, 2004, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Beginning with the year ending December 31, 2005, Section 404 of the Sarbanes-Oxley Act of 2002 will require us to include an internal control report of management with our Annual Report on Form 10-K. The internal control report must contain (1) a statement of management’s responsibility for establishing and maintaining adequate internal control over financial reporting for our company, (2) a statement identifying the framework used by management to conduct the required evaluation of the effectiveness of our internal control over financial reporting, (3) management’s assessment of the effectiveness of our internal control over financial reporting as of the end of our most recent fiscal year, including a statement as to whether or not our internal control over financial reporting is effective, and (4) a statement that our registered independent public accounting firm have issued an attestation report on management’s assessment of our internal control over financial reporting. In order to achieve compliance with Section 404 within the prescribed period, management has formed an internal control steering committee, engaged outside consultants and adopted a detailed project work plan to assess the adequacy of our internal control over financial reporting, remediate any control weaknesses that may be identified, validate through testing that controls are functioning as documented and implement a continuous reporting and improvement process for internal control over financial reporting. As a result of this initiative, we may make changes in our internal control over financial reporting from time to time during the period prior to December 31, 2005.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Westlake Chemical Corporation’s Annual Report on Form 10-K for the year ended December 31, 2003, filed on March 26, 2004, contained a description of various legal proceedings in which we are involved, including environmental proceedings at our facilities in Calvert City, Kentucky. See Note 10 to Consolidated Financial Statements for an update of certain of those proceedings, which information is incorporated by reference herein.

Item 4. Submission of Matters to a Vote of Security Holders

On July 12, 2004, all of the stockholders of WCC by unanimous written consent consented to the merger of GPPI into WCC.

On August 5, 2004, all of the stockholders of WCC by unanimous written consent consented to the merger of WPPI into WCC.

On August 9, 2004, the sole stockholder of WCC approved the 2004 Omnibus Incentive Plan and the form of an indemnification agreement for certain authorized directors and officers.

Item 6. Exhibits

The following exhibits are filed as part of this report:


Exhibit
No.		Exhibit
3.1****		Restated Certificate of Incorporation of Westlake as filed with the Delaware Secretary of State on August 6, 2004.

3.2****		Bylaws of Westlake.

4.1*		Indenture dated as of July 31, 2003 by and among Westlake, the guarantors named therein and JPMorgan Chase Bank, as trustee, relating to 8 3/4% Senior Notes due 2011.

4.2*		Form of 8 3/4% Senior Notes due 2011 (included in Exhibit 4.1). Westlake and the guarantors are party to other long-term debt instruments not filed herewith under which the total amount of securities authorized does not exceed 10% of the total assets of Westlake and its subsidiaries on a consolidated basis. Pursuant to paragraph 4(iii)(A) of Item 601(b) of Regulation S-K, Westlake agrees to furnish a copy of such instruments to the SEC upon request.

4.3		Supplemental Indenture dated as of August 17, 2004, by and among Westlake International Corporation, Westlake Technology Corporation, Westlake, the other Guarantors and JPMorgan Chase Bank.

10.1*		Credit Agreement dated as of July 31, 2003 (the “Revolving Credit Agreement”) by and among the financial institutions party thereto, as lenders, Bank of America, N.A., as agent, Westlake and certain of its domestic subsidiaries, as borrowers relating to a $200 million senior secured revolving credit facility.


Exhibit
No.		Exhibit

10.2*		Credit Agreement dated as of July 31, 2003 by and among Westlake, as borrower, certain of its subsidiaries, as guarantors, Bank of America, N.A., as agent and the lenders party thereto relating to a $120 million senior secured term loan.

10.3*+		Westlake Group Performance Unit Plan effective January 1, 1991.

10.4*+		Agreement with Warren Wilder dated December 10, 1999.

10.5*		Amendment, Assignment and Acceptance Agreement dated as of September 22, 2003 among Bank of America, N.A., the financial institutions party thereto, Westlake and certain of its domestic subsidiaries, amending the Revolving Credit Agreement.

10.6**+		Agreement with Ruth I. Dreessen dated July 23, 2004.

10.7*+		EVA Incentive Plan.

10.8#+		Agreement with Stephen Wallace dated November 5, 2003.

10.9#		Second Amendment and Waiver, dated February 24, 2004, to Revolving Credit Agreement.

10.10***		Third Amendment and Waiver, dated June 22, 2004, to Revolving Credit Agreement.

10.11*****+		Agreement with Wayne D. Morse effective January 1, 2004.

10.12****		Westlake Chemical Corporation 2004 Omnibus Incentive Plan.

10.13		Joinder Agreement by Westlake Technology Corporation and Bank of America dated August 31, 2004.

10.14		Joinder Agreement by Westlake International Corporation and Bank of America dated August 31, 2004.

10.15******		Form of Registration Rights Agreement between Westlake and TTWF LP.

10.16		First Amendment to Credit Agreement, dated September 30, 2004, by and among Westlake, as borrower, certain of its subsidiaries, as guarantors, Bank of America, N.A., as agent and the lenders party thereto.

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		Section 1350 Certification (Principal Executive Officer and Principal Financial Officer).

*		Incorporated by reference to Westlake’s Registration Statement on Form S-4 filed on November 21, 2003 under Registration No. 333‑108982.

**		Incorporated by reference to Westlake’s Registration Statement on Form S-1/A filed on July 27, 2004 under Registration No. 333‑115790.

***		Incorporated by reference to Westlake’s Registration Statement on Form S-1/A filed on July 19, 2004 under Registration No. 333‑115790.

****		Incorporated by reference to Westlake’s Registration Statement on Form S-1/A filed on August 9, 2004 under Registration No. 333‑115790.

*****		Incorporated by reference to Westlake’s Registration Statement on Form S-1 filed on May 24, 2004 under Registration No. 333‑115790.

******		Incorporated by reference to Westlake’s Registration Statement on Form S-1/A filed on July 2, 2004 under Registration No. 333‑115790.

#		Incorporated by reference to Westlake’s Annual Report on Form 10-K for 2003, filed on March 26, 2004 under Registration No. 333‑108982.

+		Management contract, compensatory plan or arrangement.


Exhibit
No.		Exhibit
3.1****		Restated Certificate of Incorporation of Westlake as filed with the Delaware Secretary of State on August 6, 2004.

3.2****		Bylaws of Westlake.

4.1*		Indenture dated as of July 31, 2003 by and among Westlake, the guarantors named therein and JPMorgan Chase Bank, as trustee, relating to 8 3/4% Senior Notes due 2011.

4.2*		Form of 8 3/4% Senior Notes due 2011 (included in Exhibit 4.1). Westlake and the guarantors are party to other long-term debt instruments not filed herewith under which the total amount of securities authorized does not exceed 10% of the total assets of Westlake and its subsidiaries on a consolidated basis. Pursuant to paragraph 4(iii)(A) of Item 601(b) of Regulation S-K, Westlake agrees to furnish a copy of such instruments to the SEC upon request.

4.3		Supplemental Indenture dated as of August 17, 2004, by and among Westlake International Corporation, Westlake Technology Corporation, Westlake, the other Guarantors and JPMorgan Chase Bank.

10.1*		Credit Agreement dated as of July 31, 2003 (the “Revolving Credit Agreement”) by and among the financial institutions party thereto, as lenders, Bank of America, N.A., as agent, Westlake and certain of its domestic subsidiaries, as borrowers relating to a $200 million senior secured revolving credit facility.

10.2*		Credit Agreement dated as of July 31, 2003 by and among Westlake, as borrower, certain of its subsidiaries, as guarantors, Bank of America, N.A., as agent and the lenders party thereto relating to a $120 million senior secured term loan.

10.3*+		Westlake Group Performance Unit Plan effective January 1, 1991.

10.4*+		Agreement with Warren Wilder dated December 10, 1999.

10.5*		Amendment, Assignment and Acceptance Agreement dated as of September 22, 2003 among Bank of America, N.A., the financial institutions party thereto, Westlake and certain of its domestic subsidiaries, amending the Revolving Credit Agreement.

10.6**+		Agreement with Ruth I. Dreessen dated July 23, 2004.

10.7*+		EVA Incentive Plan.

10.8#+		Agreement with Stephen Wallace dated November 5, 2003.

10.9#		Second Amendment and Waiver, dated February 24, 2004, to Revolving Credit Agreement.

10.10***		Third Amendment and Waiver, dated June 22, 2004, to Revolving Credit Agreement.

10.11*****+		Agreement with Wayne D. Morse effective January 1, 2004.

10.12****		Westlake Chemical Corporation 2004 Omnibus Incentive Plan.

10.13		Joinder Agreement by Westlake Technology Corporation and Bank of America dated August 31, 2004.

10.14		Joinder Agreement by Westlake International Corporation and Bank of America dated August 31, 2004.

10.15******		Form of Registration Rights Agreement between Westlake and TTWF LP.

10.16		First Amendment to Credit Agreement, dated September 30, 2004, by and among Westlake, as borrower, certain of its subsidiaries, as guarantors, Bank of America, N.A., as agent and the lenders party thereto.

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		Section 1350 Certification (Principal Executive Officer and Principal Financial Officer).

*		Incorporated by reference to Westlake’s Registration Statement on Form S-4 filed on November 21, 2003 under Registration No. 333‑108982.

**		Incorporated by reference to Westlake’s Registration Statement on Form S-1/A filed on July 27, 2004 under Registration No. 333‑115790.

***		Incorporated by reference to Westlake’s Registration Statement on Form S-1/A filed on July 19, 2004 under Registration No. 333‑115790.


	WESTLAKE CHEMICAL CORPORATION
Date: November 12, 2004	By:	/s/ Albert Chao
		Albert Chao,
		President and Chief Executive Officer (Principal Executive Officer)


Date: November 12, 2004	By:	/s/ Ruth I. Dreessen
		Ruth I. Dreessen
		Senior Vice President and Chief Financial Officer (Principal Financial Officer)

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Item		Page
PART I. FINANCIAL INFORMATION
	1) Financial Statements		3
	2) Management’s Discussion and Analysis of Financial Condition and Results of Operations		20
	3) Quantitative and Qualitative Disclosures about Market Risk		27
	4) Controls and Procedures		27
PART II. OTHER INFORMATION
	1) Legal Proceedings		28
	4) Submission of Matters to a Vote of Security Holders		28
	6) Exhibits		28
Supplemental Indenture
Joinder Agreement by Westlake Technology Corporation
Joinder Agreement by Westlake International Corporation
First Amendment to Credit Agreement
Rule 13a-14a/15d/14a Certification (PEO)
Rule 13-14a/15d-14a Certification (PFO)
Section 1350 Certification (Principal Executive Officer and Principal Financial Officer)

	•		repay in full all outstanding amounts under our then-existing revolving credit facility, term loan and 9.5% Series A and Series B notes, including accrued and unpaid interest, fees and a $4.0 million make-whole premium to the noteholders; and

	•		provide $2.4 million in cash collateral for outstanding letter of credit obligations of $2.2 million.

	•		$380.0 million in aggregate principal amount of 8 3/4% senior notes due 2011;

	•		$120.0 million senior secured term loan due in 2010; and

	•		$21.0 million in borrowings under a new $200.0 million senior secured working capital revolving credit facility due in 2007.

	•		production capacities;

	•		our ability to borrow additional funds under our credit facility;

	•		our ability to meet our liquidity needs;

	•		timing of and capital expenditures related to the Geismar facility startup;

	•		expected outcomes of legal and administrative proceedings and their expected effects on our financial position, results of operations and cash flows; and

	•		compliance with present and future environmental regulations and costs associated with environmentally related penalties, capital expenditures and remedial actions.

	•		general economic and business conditions;

	•		the cyclical nature of the chemical industry;

	•		the availability, cost and volatility of raw materials and energy;

	•		uncertainties associated with the United States and worldwide economies, including those due to political tensions in the Middle East and elsewhere;

	•		current and potential governmental regulatory actions in the United States 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;

	•		access to capital markets;

	•		terrorist acts;