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EX-31.1 - EXHIBIT 31.1 - WESTLAKE CHEMICAL CORPexhibit311_20150331.htm
EX-31.2 - EXHIBIT 31.2 - WESTLAKE CHEMICAL CORPexhibit312_20150331.htm
EX-10.4 - EXHIBIT 10.4 - WESTLAKE CHEMICAL CORPexhibit104_20150331.htm
EXCEL - IDEA: XBRL DOCUMENT - WESTLAKE CHEMICAL CORPFinancial_Report.xls
EX-10.3 - EXHIBIT 10.3 - WESTLAKE CHEMICAL CORPexhibit103_20150331.htm
EX-10.5 - EXHIBIT 10.5 - WESTLAKE CHEMICAL CORPexhibit105_20150331.htm
EX-32.1 - EXHIBIT 32.1 - WESTLAKE CHEMICAL CORPexhibit321_20150331.htm
EX-99.1 - EXHIBIT 99.1 - WESTLAKE CHEMICAL CORPexhibit991_20150331.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
 
 
 
Form 10-Q
 
 
 
 
 
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended March 31, 2015
or
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the Transition Period from                    to                    
Commission File No. 001-32260
 
 
 
 
 
Westlake Chemical Corporation
(Exact name of Registrant as specified in its charter)
 
 
 
 
 

Delaware
 
76-0346924
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification Number)
2801 Post Oak Boulevard, Suite 600
Houston, Texas 77056
(Address of principal executive offices, including zip code)
(713) 960-9111
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes   x     No   ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     Yes   x     No   ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act (Check one):
Large accelerated filer
 
x
 
Accelerated filer
 
¨
Non-accelerated filer
 
¨  (Do not check if a smaller reporting company)
 
Smaller reporting company
 
¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)     Yes   ¨     No   x
The number of shares outstanding of the registrant's sole class of common stock as of April 29, 2015 was 132,861,942.



INDEX




PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
WESTLAKE CHEMICAL CORPORATION
CONSOLIDATED BALANCE SHEETS
(Unaudited)
 
 
March 31,
2015
 
December 31,
2014
 
 
 
 
 
 
 
(in thousands of dollars, except
par values and share amounts)
ASSETS
 
 
 
 
Current assets
 
 
 
 
Cash and cash equivalents
 
$
945,649

 
$
880,601

Accounts receivable, net
 
527,127

 
560,666

Inventories
 
480,380

 
525,776

Prepaid expenses and other current assets
 
18,018

 
11,807

Deferred income taxes
 
30,988

 
32,437

Total current assets
 
2,002,162

 
2,011,287

Property, plant and equipment, net
 
2,751,486

 
2,757,557

Equity investments
 
64,721

 
61,305

Other assets, net
 
 
 
 
Intangible assets, net
 
207,254

 
218,431

Deferred charges and other assets, net
 
154,162

 
165,410

Total other assets, net
 
361,416

 
383,841

Total assets
 
$
5,179,785

 
$
5,213,990

LIABILITIES AND EQUITY
 
 
 
 
Current liabilities
 
 
 
 
Accounts payable
 
$
247,493

 
$
261,062

Accrued liabilities
 
205,714

 
276,118

Total current liabilities
 
453,207

 
537,180

Long-term debt
 
764,027

 
763,997

Deferred income taxes
 
534,679

 
536,066

Other liabilities
 
157,130

 
174,859

Total liabilities
 
1,909,043

 
2,012,102

Commitments and contingencies (Notes 7 and 16)
 


 


Stockholders' equity
 
 
 
 
Preferred stock, $0.01 par value, 50,000,000 shares authorized;
   no shares issued and outstanding
 

 

Common stock, $0.01 par value, 300,000,000 shares authorized;
   134,679,064 and 134,679,064 shares issued at March 31, 2015
   and December 31, 2014, respectively
 
1,347

 
1,347

Common stock, held in treasury, at cost; 1,817,122 and 1,787,546 shares
   at March 31, 2015 and December 31, 2014, respectively
 
(98,275
)
 
(96,372
)
Additional paid-in capital
 
534,542

 
530,441

Retained earnings
 
2,679,906

 
2,555,528

Accumulated other comprehensive loss
 
(137,662
)
 
(79,433
)
Total Westlake Chemical Corporation stockholders' equity
 
2,979,858

 
2,911,511

Noncontrolling interests
 
290,884

 
290,377

Total equity
 
3,270,742

 
3,201,888

Total liabilities and equity
 
$
5,179,785

 
$
5,213,990

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

1


WESTLAKE CHEMICAL CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
 
 
Three Months Ended March 31,
 
 
2015
 
2014
 
 
 
 
 
 
 
(in thousands of dollars, except per share data and share amounts)
Net sales
 
$
1,103,531

 
$
1,027,676

Cost of sales
 
818,985

 
740,666

Gross profit
 
284,546

 
287,010

Selling, general and administrative expenses
 
55,266

 
38,955

Income from operations
 
229,280

 
248,055

Other income (expense)
 
 
 
 
Interest expense
 
(9,591
)
 
(9,157
)
Other income, net
 
9,096

 
2,509

Income before income taxes
 
228,785

 
241,407

Provision for income taxes
 
78,378

 
83,375

Net income
 
150,407

 
158,032

Net income attributable to noncontrolling interests
 
4,065

 

Net income attributable to Westlake Chemical Corporation
 
$
146,342

 
$
158,032

Earnings per common share attributable to Westlake Chemical Corporation:
 
 
 
 
Basic
 
$
1.10

 
$
1.18

Diluted
 
$
1.10

 
$
1.18

Weighted average common shares outstanding:
 
 
 
 
Basic
 
132,714,566

 
133,072,254

Diluted
 
133,205,306

 
133,612,924

Dividends per common share
 
$
0.1650

 
$
0.1260

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

2


WESTLAKE CHEMICAL CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
 
 
Three Months Ended March 31,
 
 
2015
 
2014
 
 
 
 
 
 
 
(in thousands of dollars)
Net income
 
$
150,407

 
$
158,032

Other comprehensive income (loss), net of income taxes
 
 
 
 
Pension and other post-retirement benefits liability
 
 
 
 
Amortization of benefits liability
 
652

 
219

Income tax provision on pension and other post-retirement benefits liability
 
(225
)
 
(84
)
Foreign currency translation adjustments
 
(59,698
)
 
(898
)
Available-for-sale investments
 
 
 
 
Unrealized holding gains on investments
 
1,626

 
2,467

Reclassification of net realized loss to net income
 

 
25

Income tax provision on available-for-sale investments
 
(584
)
 
(895
)
Other comprehensive (loss) income
 
(58,229
)
 
834

Comprehensive income
 
92,178

 
158,866

Comprehensive income attributable to noncontrolling interests, net of tax
 
4,065

 

Comprehensive income attributable to Westlake Chemical Corporation
 
$
88,113

 
$
158,866

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

3


WESTLAKE CHEMICAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 
 
Three Months Ended March 31,
 
 
2015
 
2014
 
 
 
 
 
 
 
(in thousands of dollars)
Cash flows from operating activities
 
 
 
 
Net income
 
$
150,407

 
$
158,032

Adjustments to reconcile net income to net cash provided by operating activities
 
 
 
 
Depreciation and amortization
 
58,641

 
45,972

Recovery of doubtful accounts
 
(9
)
 
(144
)
Amortization of debt issuance costs
 
501

 
365

Stock-based compensation expense
 
2,340

 
2,222

Loss from disposition of fixed assets
 
133

 
855

Deferred income taxes
 
5,331

 
8,275

Windfall tax benefits from share-based payment arrangements
 
(1,701
)
 
(3,512
)
Income from equity method investments, net of dividends
 
(3,416
)
 
(685
)
Other (losses) gains, net
 
(554
)
 
444

Changes in operating assets and liabilities
 
 
 
 
Accounts receivable
 
18,517

 
5,332

Inventories
 
35,979

 
32,870

Prepaid expenses and other current assets
 
(6,202
)
 
(1,478
)
Accounts payable
 
(3,625
)
 
(29,706
)
Accrued liabilities
 
(59,585
)
 
(4,952
)
Other, net
 
(6,201
)
 
(1,385
)
Net cash provided by operating activities
 
190,556

 
212,505

Cash flows from investing activities
 
 
 
 
Additions to property, plant and equipment
 
(95,822
)
 
(110,741
)
Proceeds from disposition of assets
 

 
12

Proceeds from sales and maturities of securities
 

 
30,119

Purchase of securities
 

 
(49,025
)
Settlements of derivative instruments
 
(833
)
 
(409
)
Net cash used for investing activities
 
(96,655
)
 
(130,044
)
Cash flows from financing activities
 
 
 
 
Dividends paid
 
(21,964
)
 
(16,789
)
Distributions to noncontrolling interests
 
(3,558
)
 

Proceeds from exercise of stock options
 
157

 
2,158

Repurchase of common stock for treasury
 
(2,000
)
 

Windfall tax benefits from share-based payment arrangements
 
1,701

 
3,512

Net cash used for financing activities
 
(25,664
)
 
(11,119
)
Effect of exchange rate changes on cash and cash equivalents
 
(3,189
)
 

Net increase in cash and cash equivalents
 
65,048

 
71,342

Cash and cash equivalents at beginning of period
 
880,601

 
461,301

Cash and cash equivalents at end of period
 
$
945,649

 
$
532,643

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

4

WESTLAKE CHEMICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(in thousands of dollars, except share amounts and per share data)


1. Basis of Financial Statements
The accompanying unaudited consolidated interim financial statements were prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the "SEC") for interim periods. Accordingly, certain information and footnotes required for complete financial statements under generally accepted accounting principles in the United States ("U.S. GAAP") have not been included. These interim consolidated financial statements should be read in conjunction with the December 31, 2014 financial statements and notes thereto of Westlake Chemical Corporation (the "Company") included in the annual report on Form 10-K for the fiscal year ended December 31, 2014 (the "2014 Form 10-K"), filed with the SEC on February 25, 2015. These financial statements have been prepared in conformity with the accounting principles and practices as disclosed in the notes to the consolidated financial statements of the Company for the fiscal year ended December 31, 2014.
In the opinion of the Company's management, the accompanying unaudited consolidated interim financial statements reflect all adjustments (consisting only of normal recurring adjustments) that are necessary for a fair statement of the Company's financial position as of March 31, 2015, its results of operations for the three months ended March 31, 2015 and 2014 and the changes in its cash position for the three months ended March 31, 2015 and 2014.
Results of operations and changes in cash position for the interim periods presented are not necessarily indicative of the results that will be realized for the fiscal year ending December 31, 2015 or any other interim period. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Actual results could differ from those estimates.
Recent Accounting Pronouncements
Revenue from Contracts with Customers
In May 2014, the Financial Accounting Standards Board ("FASB") issued an accounting standards update on a comprehensive new revenue recognition standard that will supersede the existing revenue recognition guidance. The new accounting guidance creates a framework by which an entity will allocate the transaction price to separate performance obligations and recognize revenue when each performance obligation is satisfied. Under the new standard, entities will be required to use judgment and make estimates, including identifying performance obligations in a contract, estimating the amount of variable consideration to include in the transaction price, allocating the transaction price to each separate performance obligation and determining when an entity satisfies its performance obligations. The standard allows for either "full retrospective" adoption, meaning that the standard is applied to all of the periods presented with a cumulative catch-up as of the earliest period presented, or "modified retrospective" adoption, meaning the standard is applied only to the most current period presented in the financial statements with a cumulative catch-up as of the current period. The accounting standard will be effective for reporting periods beginning after December 15, 2016. The Company is in the process of evaluating the impact that the new accounting guidance will have on its consolidated financial position, results of operations and cash flows.
Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items
In January 2015, the FASB issued an accounting standards update to simplify income statement classification by removing the concept of extraordinary items from U.S. GAAP. Under the new standard, an unusual and infrequent event or transaction is no longer allowed to be separately disclosed as "extraordinary." The standard retains the existing requirement to separately present items that are of an unusual nature or occur infrequently on a pre-tax basis within income from continuing operations. The new guidance also requires similar separate presentation of items that are both unusual and infrequent on a pre-tax basis within income from continuing operations. The standard allows for either prospective or retrospective application. If adopted prospectively, both the nature and amount of any subsequent adjustments to previously reported extraordinary items must be disclosed. The accounting standard will be effective for reporting periods beginning after December 15, 2015 and is not expected to have an impact on the Company's consolidated financial position, results of operations and cash flows.

5

WESTLAKE CHEMICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)
(in thousands of dollars, except share amounts and per share data)

Amendments to the Consolidation Analysis
In February 2015, the FASB issued an accounting standards update making certain changes to the current consolidation guidance. The amendments affect both the variable interest entity and voting interest entity consolidation models. The new standard changes the consideration of substantive rights, related party interests and fees paid to the decision maker when applying the variable interest entity consolidation model and eliminates certain guidance for limited partnerships and similar entities under the voting interest consolidation model. The accounting standard will be effective for annual periods beginning after December 15, 2015. The Company is in the process of evaluating the impact that the new accounting guidance will have on its consolidated financial position, results of operations and cash flows.
Simplifying the Presentation of Debt Issuance Costs
In April 2015, the FASB issued an accounting standards update on simplifying the presentation of debt issuance costs, which requires all costs incurred to issue debt to be presented in the balance sheet as a direct deduction from the carrying value of the associated debt liability, consistent with the presentation of a debt discount. The accounting standard will be effective for reporting periods beginning after December 15, 2015, and interim periods within those fiscal years, and is not expected to have an impact on the Company's consolidated financial position, results of operations and cash flows.
2. Financial Instruments
Cash Equivalents
The Company had $496,843 and $509,811 of held-to-maturity securities with original maturities of three months or less, primarily consisting of corporate debt securities, classified as cash equivalents at March 31, 2015 and December 31, 2014, respectively. The Company's investments in held-to-maturity securities are held at amortized cost, which approximates fair value.
Available-for-Sale Marketable Securities
Investments in available-for-sale securities were classified as follows:
 
March 31,
2015
 
December 31,
2014
Non-current
$
17,033

 
$
15,414

Total available-for-sale securities
$
17,033

 
$
15,414

The cost, gross unrealized gains, gross unrealized losses and fair value of the Company's available-for-sale securities were as follows:
 
 
March 31, 2015
 
 
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Fair Value
Equity securities
 
$
15,043

 
$
1,990

 
$

 
$
17,033

Total available-for-sale securities
 
$
15,043

 
$
1,990

 
$

 
$
17,033

 
 
December 31, 2014
 
 
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Fair Value
Equity securities
 
$
15,050

 
$
364

 
$

 
$
15,414

Total available-for-sale securities
 
$
15,050

 
$
364

 
$

 
$
15,414

As of March 31, 2015 and December 31, 2014, net unrealized gains on the Company's available-for-sale securities of $1,276 and $233, respectively, net of income tax expense of $714 and $131, respectively, were recorded in accumulated other comprehensive income. See Note 12 for the fair value hierarchy of the Company's available-for-sale securities.

6

WESTLAKE CHEMICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)
(in thousands of dollars, except share amounts and per share data)

The proceeds from sales and maturities of available-for-sale securities and the gross realized gains and losses included in the consolidated statements of operations are reflected in the table below. The cost of securities sold was determined using the specific identification method. There were no sales or maturities of available-for-sale securities during the three months ended March 31, 2015.
 
 
Three Months Ended March 31,
 
 
2015
 
2014
Proceeds from sales and maturities of securities
 
$

 
$
30,119

Gross realized gains
 

 
13

Gross realized losses
 

 
(38
)
3. Accounts Receivable
Accounts receivable consist of the following:
 
 
March 31,
2015
 
December 31,
2014
Trade customers
 
$
500,262

 
$
525,546

Affiliates
 
449

 
437

Allowance for doubtful accounts
 
(13,259
)
 
(13,468
)
 
 
487,452

 
512,515

Federal and state taxes
 
21,289

 
8,919

Other
 
18,386

 
39,232

Accounts receivable, net
 
$
527,127

 
$
560,666

4. Inventories
Inventories consist of the following:
 
 
March 31,
2015
 
December 31,
2014
Finished products
 
$
278,501

 
$
300,909

Feedstock, additives and chemicals
 
135,903

 
158,635

Materials and supplies
 
65,976

 
66,232

Inventories
 
$
480,380

 
$
525,776

5. Property, Plant and Equipment
As of March 31, 2015, the Company had property, plant and equipment, net totaling $2,751,486. The Company assesses these assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable, including when negative conditions such as significant current or projected operating losses exist. Other factors considered by the Company when determining if an impairment assessment is necessary include, but are not limited to, significant changes or projected changes in supply and demand fundamentals (which would have a negative impact on operating rates or margins), new technological developments, new competitors with significant raw material or other cost advantages, adverse changes associated with the U.S. and world economies and uncertainties associated with governmental actions. Long-lived assets assessed for impairment are grouped at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities.
Depreciation expense on property, plant and equipment of $49,658 and $38,061 is included in cost of sales in the consolidated statements of operations for the three months ended March 31, 2015 and 2014, respectively.
6. Other Assets
Amortization expense on intangible and other assets of $9,484 and $8,276 is included in the consolidated statements of operations for the three months ended March 31, 2015 and 2014, respectively.

7

WESTLAKE CHEMICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)
(in thousands of dollars, except share amounts and per share data)

Goodwill
Goodwill for the Olefins segment was $29,990 at March 31, 2015 and December 31, 2014. Goodwill for the Vinyls segment was $32,026 at March 31, 2015 and December 31, 2014. There were no changes in the carrying amount of goodwill by operating segments for the three months ended March 31, 2015.
7. Long-Term Debt
Long-term debt consists of the following:
 
 
March 31,
2015
 
December 31,
2014
3.60% senior notes due 2022
 
$
249,138

 
$
249,108

6 ½% senior notes due 2029
 
100,000

 
100,000

6 ¾% senior notes due 2032
 
250,000

 
250,000

6 ½% senior notes due 2035 (the "6 ½% GO Zone Senior Notes Due 2035")
 
89,000

 
89,000

6 ½% senior notes due 2035 (the "6 ½% IKE Zone Senior Notes Due 2035")
 
65,000

 
65,000

Loan related to tax-exempt waste disposal revenue bonds due 2027
 
10,889

 
10,889

Long-term debt, net
 
$
764,027

 
$
763,997

Revolving Credit Facility
The Company has a $400,000 senior secured revolving credit facility. The facility includes a provision permitting the Company to increase the size of the facility, up to four times, in increments of at least $25,000 each (up to a maximum of $200,000) under certain circumstances if the lenders agree to commit to such an increase. At March 31, 2015, the Company had no borrowings outstanding under the revolving credit facility. Any borrowings under the facility will bear interest at either LIBOR plus a spread ranging from 1.25% to 1.75%, provided that so long as the Company is rated investment grade, the margin for LIBOR loans will not exceed 1.50%, or a base rate plus a spread ranging from 0.00% to 0.50%. The revolving credit facility also requires an unused commitment fee of 0.25% per annum. All interest rates under the facility are subject to monthly grid pricing adjustments based on prior month average daily loan availability. The revolving credit facility matures on July 17, 2019. As of March 31, 2015, the Company had outstanding letters of credit totaling $29,959 and borrowing availability of $370,041 under the revolving credit facility. 

8

WESTLAKE CHEMICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)
(in thousands of dollars, except share amounts and per share data)

8. Stockholders' Equity
Changes in stockholders' equity for the three months ended March 31, 2015 and 2014 were as follows:
 
 
Common
Stock
 
Common
Stock,
Held in
Treasury
 
Additional
Paid-in
Capital
 
Retained
Earnings
 
Accumulated Other Comprehensive 
Income (Loss)
 
Noncontrolling Interests
 
Total
Balances at December 31, 2014
 
$
1,347

 
$
(96,372
)
 
$
530,441

 
$
2,555,528

 
$
(79,433
)
 
$
290,377

 
$
3,201,888

Net income
 

 

 

 
146,342

 

 
4,065

 
150,407

Other comprehensive income
   (loss), net of income taxes:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Pension and other post-
   retirement benefits
   liability
 

 

 

 

 
427

 

 
427

Foreign currency
   translation adjustments
 

 

 

 

 
(59,698
)
 

 
(59,698
)
Net unrealized holding
   gains on investments
 

 

 

 

 
1,042

 

 
1,042

Common stock repurchased
 

 
(2,000
)
 

 

 

 

 
(2,000
)
Shares issued—stock-
   based compensation
 

 
97

 
60

 

 

 

 
157

Stock-based compensation,
   net of tax on stock options
   exercised
 

 

 
4,041

 

 

 

 
4,041

Dividends paid
 

 

 

 
(21,964
)
 

 

 
(21,964
)
Distributions to noncontrolling
   interests
 

 

 

 

 

 
(3,558
)
 
(3,558
)
Balances at March 31, 2015
 
$
1,347

 
$
(98,275
)
 
$
534,542

 
$
2,679,906

 
$
(137,662
)
 
$
290,884

 
$
3,270,742

 
 
Common
Stock
 
Common
Stock,
Held in
Treasury
 
Additional
Paid-in
Capital
 
Retained
Earnings
 
Accumulated Other Comprehensive 
Income (Loss)
 
Total
Balances at December 31, 2013
 
$
1,346

 
$
(46,220
)
 
$
511,432

 
$
1,954,661

 
$
(2,616
)
 
$
2,418,603

Net income
 

 

 

 
158,032

 

 
158,032

Other comprehensive income (loss), net of
   income taxes:
 
 
 
 
 
 
 
 
 
 
 
 
Pension and other post-retirement benefits
   liability
 

 

 

 

 
135

 
135

Foreign currency translation adjustments
 

 

 

 

 
(898
)
 
(898
)
Net unrealized holding gains on
   investments
 

 

 

 

 
1,597

 
1,597

Shares issued—stock-based compensation
 
1

 

 
2,157

 

 

 
2,158

Stock-based compensation, net of tax on stock
   options exercised
 

 

 
5,734

 

 

 
5,734

Dividends paid
 

 

 

 
(16,789
)
 

 
(16,789
)
Balances at March 31, 2014
 
$
1,347

 
$
(46,220
)
 
$
519,323

 
$
2,095,904

 
$
(1,782
)
 
$
2,568,572


9

WESTLAKE CHEMICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)
(in thousands of dollars, except share amounts and per share data)

Accumulated Other Comprehensive Loss
Changes in accumulated other comprehensive income (loss) by component for the three months ended March 31, 2015 and 2014 were as follows:
 
 
Benefits
Liability,
Net of Tax
 
Cumulative
Foreign
Currency
Exchange
 
Net Unrealized
Holding Gains
on Investments,
Net of Tax
 
Total
Balances at December 31, 2014
 
$
(23,442
)
 
$
(56,224
)
 
$
233

 
$
(79,433
)
Other comprehensive (loss) income before
   reclassifications
 

 
(59,698
)
 
1,042

 
(58,656
)
Amounts reclassified from accumulated other
   comprehensive loss
 
427

 

 

 
427

Net other comprehensive income (loss) for the period
 
427

 
(59,698
)
 
1,042

 
(58,229
)
Balances at March 31, 2015
 
$
(23,015
)
 
$
(115,922
)
 
$
1,275

 
$
(137,662
)
 
 
Benefits
Liability,
Net of Tax
 
Cumulative
Foreign
Currency
Exchange
 
Net Unrealized
Holding Gains
on Investments,
Net of Tax
 
Total
Balances at December 31, 2013
 
$
(6,696
)
 
$
3,904

 
$
176

 
$
(2,616
)
Other comprehensive (loss) income before
   reclassifications
 

 
(898
)
 
1,581

 
683

Amounts reclassified from accumulated other
   comprehensive loss
 
135

 

 
16

 
151

Net other comprehensive income (loss) for the period
 
135

 
(898
)
 
1,597

 
834

Balances at March 31, 2014
 
$
(6,561
)
 
$
3,006

 
$
1,773

 
$
(1,782
)
The following table provides the details of the amounts reclassified from accumulated other comprehensive income (loss) into net income in the consolidated statements of operations for the three months ended March 31, 2015 and 2014:
Details about Accumulated Other Comprehensive
   Income (Loss) Components
 
Location of Reclassification
(Income (Expense)) in
Consolidated Statements
of Operations
 
Three Months Ended March 31,
 
2015
 
2014
Amortization of pension and other post-retirement items
 
 
 
 
 
 
Prior service costs
 
(1)
 
$

 
$
(87
)
Net loss
 
(1)
 
(652
)
 
(132
)
 
 
 
 
(652
)
 
(219
)
 
 
Provision for income taxes
 
225

 
84

 
 
 
 
(427
)
 
(135
)
Net unrealized gains on available-for-sale investments
 
 
 
 
 
 
Realized loss on available-for-sale investments
 
Other income, net
 

 
(25
)
 
 
Provision for income taxes
 

 
9

 
 
 
 

 
(16
)
Total reclassifications for the period
 
 
 
$
(427
)
 
$
(151
)
_____________
(1)
These accumulated other comprehensive loss components are included in the computation of net periodic benefit cost. For additional information, please read Note 10 (Employee Benefits) to the financial statements included in the 2014 Form 10-K.

10

WESTLAKE CHEMICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)
(in thousands of dollars, except share amounts and per share data)

9. Pension and Post-Retirement Benefit Costs
Defined Benefit Plans
Components of net periodic benefit cost for the Company's pension plans are as follows:
 
 
Three Months Ended March 31,
 
 
2015
 
2014
 
 
U.S. Plans
 
Non-U.S. Plans
 
U.S. Plans
Service cost
 
$
28

 
$
422

 
$
84

Interest cost
 
544

 
535

 
595

Expected return on plan assets
 
(819
)
 

 
(809
)
Amortization of prior service cost
 

 

 
74

Amortization of net loss
 
290

 
266

 
63

Net periodic benefit cost
 
$
43

 
$
1,223

 
$
7

The Company made no contribution to the U.S. salaried pension plan in the first three months of 2015. The Company contributed $388 to the U.S. salaried pension plan in the first three months of 2014. The Company contributed $112 and $290 to the U.S. wage pension plan in the first three months of 2015 and 2014, respectively. The Company's funding policy for its U.S. plans is consistent with the minimum funding requirements of federal law and regulations, and based on preliminary estimates, the Company expects to make no contribution for the salaried pension plan and additional contributions of approximately $237 to the wage pension plan during the fiscal year ending December 31, 2015.
Other Post-retirement Benefits
Components of net periodic benefit cost for the Company's other post-retirement benefits are as follows:
 
 
Three Months Ended March 31,
 
 
2015
 
2014
 
 
U.S. Plans
 
U.S. Plans
Service cost
 
$
6

 
$
5

Interest cost
 
149

 
181

Amortization of prior service cost
 

 
13

Amortization of net loss
 
96

 
69

Net periodic benefit cost
 
$
251

 
$
268

10. Stock-Based Compensation
Under the Westlake Chemical Corporation 2013 Omnibus Incentive Plan (as amended and restated, the "2013 Plan"), all employees and non-employee directors of the Company, as well as certain individuals who have agreed to become the Company's employees, are eligible for awards. Shares of common stock may be issued as authorized in the 2013 Plan. At the discretion of the administrator of the 2013 Plan, employees and non-employee directors may be granted awards in the form of stock options, stock appreciation rights, stock awards, restricted stock units or cash awards (any of which may be a performance award). Total stock-based compensation expense related to the 2013 Plan was $2,340 and $2,222 for the three months ended March 31, 2015 and 2014, respectively.
11. Derivative Instruments
Commodity Risk Management
The Company uses derivative instruments to reduce price volatility risk on raw materials and products as a substantial portion of its raw materials and products are commodities whose prices fluctuate as market supply and demand fundamentals change. Business strategies to protect against such instability include ethylene product feedstock flexibility and moving downstream into the olefins and vinyls products where pricing is more stable. The Company does not use derivative instruments to engage in speculative activities.

11

WESTLAKE CHEMICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)
(in thousands of dollars, except share amounts and per share data)

For derivative instruments that are designated and qualify as fair value hedges, the gains or losses on the derivative instruments, as well as the offsetting losses or gains on the hedged items attributable to the hedged risk, are included in cost of sales in the consolidated statement of operations. The Company had no derivative instruments that were designated as fair value hedges for the three months ended March 31, 2015 and 2014.
Gains and losses from changes in the fair value of derivative instruments that are not designated as hedging instruments were included in gross profit in the consolidated statements of operations for the three months ended March 31, 2015 and 2014.
The exposure on commodity derivatives used for price risk management includes the risk that the counterparty will not pay if the market declines below the established fixed price. In such case, the Company would lose the benefit of the derivative differential on the volume of the commodities covered. In any event, the Company would continue to receive the market price on the actual volume hedged. The Company also bears the risk that it could lose the benefit of market improvements over the fixed derivative price for the term and volume of the derivative instruments (as such improvements would accrue to the benefit of the counterparty).
Disclosures related to the Company's derivative assets and derivative liabilities subject to enforceable master netting arrangements have not been presented as they are not material to the Company's consolidated balance sheets at March 31, 2015 and December 31, 2014.
The fair values of derivative instruments in the Company's consolidated balance sheets were as follows:
 
 
Derivative Assets
 
 
Balance Sheet Location
 
Fair Value as of
 
 
March 31,
2015
 
December 31,
2014
Not designated as hedging instruments
 
 
 
 
 
 
Commodity forward contracts
 
Accounts receivable, net
 
$
2,927

 
$
3,145

Commodity forward contracts

 
Deferred charges and
   other assets, net
 
1,557

 

Total derivative assets
 
 
 
$
4,484

 
$
3,145

 
 
Derivative Liabilities
 
 
Balance Sheet Location
 
Fair Value as of
 
 
March 31,
2015
 
December 31,
2014
Not designated as hedging instruments
 
 
 
 
 
 
Commodity forward contracts
 
Accrued liabilities
 
$
5,060

 
$
6,549

Commodity forward contracts
 
Other liabilities
 
1,801

 
3,559

Total derivative liabilities
 
 
 
$
6,861

 
$
10,108

 
 
 
 
 
 
 
 
 
 
 
The impact of derivative instruments that have not been designated as hedges on the Company's consolidated statements of operations were as follows:
Derivatives Not Designated as
   Hedging Instruments
 
Location of Gain (Loss)
Recognized in 
Income on Derivative
 
Three Months Ended March 31,
2015
 
2014
Commodity forward contracts
 
Gross profit
 
$
4,241

 
$
(611
)
See Note 12 for the fair value of the Company's derivative instruments.

12

WESTLAKE CHEMICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)
(in thousands of dollars, except share amounts and per share data)

12. Fair Value Measurements
The Company reports certain assets and liabilities at fair value, which is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). Under the accounting guidance for fair value measurements, inputs used to measure fair value are classified in one of three levels:
Level 1: Quoted market prices in active markets for identical assets or liabilities.
Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data.
Level 3: Unobservable inputs that are not corroborated by market data.
The following tables summarize, by level within the fair value hierarchy, the Company's assets and liabilities that were accounted for at fair value on a recurring basis:
 
 
March 31, 2015
 
 
Level 1
 
Level 2
 
Total
Derivative instruments
 
 
 
 
 
 
Risk management assets—Commodity forward contracts
 
$
4,209

 
$
275

 
$
4,484

Risk management liabilities—Commodity forward contracts
 
(17
)
 
(6,844
)
 
(6,861
)
Marketable securities
 
 
 
 
 
 
Available-for-sale securities
 
17,033

 

 
17,033

 
 
 
 
 
 
 
 
 
December 31, 2014
 
 
Level 1
 
Level 2
 
Total
Derivative instruments
 
 
 
 
 
 
Risk management assets—Commodity forward contracts
 
$
3,143

 
$
2

 
$
3,145

Risk management liabilities—Commodity forward contracts
 

 
(10,108
)
 
(10,108
)
Marketable securities
 
 
 
 
 
 
Available-for-sale securities
 
15,414

 

 
15,414

The Level 2 measurements for the Company's commodity contracts are derived using forward curves supplied by industry-recognized and unrelated third-party services.
There were no transfers in or out of Levels 1 and 2 of the fair value hierarchy for the three months ended March 31, 2015 and 2014.
In addition to the financial assets and liabilities above, the Company has other financial assets and liabilities subject to fair value measures. These financial assets and liabilities include cash and cash equivalents, accounts receivable, net, accounts payable and long-term debt, all of which are recorded at carrying value. The amounts reported in the consolidated balance sheets for cash and cash equivalents, accounts receivable, net and accounts payable approximate their fair value due to the short maturities of these instruments. The carrying and fair values of the Company's long-term debt are summarized in the table below. The Company's long-term debt instruments are publicly-traded. A market approach, based upon quotes from financial reporting services, is used to measure the fair value of the Company's long-term debt. Because the Company's long-term debt instruments may not be actively traded, the inputs used to measure the fair value of the Company's long-term debt are classified as Level 2 inputs within the fair value hierarchy.

13

WESTLAKE CHEMICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)
(in thousands of dollars, except share amounts and per share data)

 
 
March 31, 2015
 
December 31, 2014
 
 
Carrying
Value
 
Fair
Value
 
Carrying
Value
 
Fair
Value
3.60% senior notes due 2022
 
$
249,138

 
$
253,240

 
$
249,108

 
$
248,630

6 ½% senior notes due 2029
 
100,000

 
118,493

 
100,000

 
116,384

6 ¾% senior notes due 2032
 
250,000

 
280,285

 
250,000

 
285,545

6 ½% GO Zone Senior Notes Due 2035
 
89,000

 
105,298

 
89,000

 
106,504

6 ½% IKE Zone Senior Notes Due 2035
 
65,000

 
76,903

 
65,000

 
77,784

Loan related to tax-exempt waste disposal revenue
   bonds due 2027
 
10,889

 
10,889

 
10,889

 
10,889

13. Income Taxes
The effective income tax rate was 34.3% for the three months ended March 31, 2015. The effective income tax rate for the 2015 period was below the U.S. federal statutory rate of 35.0% primarily due to the benefit of state tax credits, the domestic manufacturing deduction, income attributable to noncontrolling interests and the foreign earnings rate differential, partially offset by state income taxes. The effective income tax rate was 34.5% for the three months ended March 31, 2014. The effective income tax rate for the 2014 period was below the U.S. federal statutory rate of 35.0% primarily due to state tax credits and the domestic manufacturing deduction, mostly offset by state income taxes.
There were no unrecognized tax benefits for the three months ended March 31, 2015. The Company recognizes penalties and interest accrued related to unrecognized tax benefits in income tax expense. As of March 31, 2015, the Company had no accrued interest and penalties related to uncertain tax positions.
The Company files income tax returns in the U.S. federal jurisdiction, various states and foreign jurisdictions. The Company is no longer subject to examinations by tax authorities before the year 2008.
14. Earnings per Share
The Company has unvested shares of restricted stock and restricted stock units outstanding that are considered participating securities and, therefore, computes basic and diluted earnings per share under the two-class method. Basic earnings per share for the periods are based upon the weighted average number of shares of common stock outstanding during the periods. Diluted earnings per share include the effect of certain stock options.
 
 
Three Months Ended March 31,
 
 
2015
 
2014
Net income attributable to Westlake Chemical Corporation
 
$
146,342

 
$
158,032

Less:
 
 
 
 
Net income attributable to participating securities
 
(200
)
 
(384
)
Net income attributable to common shareholders
 
$
146,142

 
$
157,648

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 March 31,
 
 
2015
 
2014
Weighted average common shares—basic
 
132,714,566

 
133,072,254

Plus incremental shares from:
 
 
 
 
Assumed exercise of options
 
490,740

 
540,670

Weighted average common shares—diluted
 
133,205,306

 
133,612,924

 
 
 
 
 
Earnings per common share attributable to Westlake Chemical Corporation :
 
 
 
 
Basic
 
$
1.10

 
$
1.18

Diluted
 
$
1.10

 
$
1.18


14

WESTLAKE CHEMICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)
(in thousands of dollars, except share amounts and per share data)

Excluded from the computation of diluted earnings per share are options to purchase 241,312 and 69,662 shares of common stock for the three months ended March 31, 2015 and 2014, respectively. These options were outstanding during the periods reported but were excluded because the effect of including them would have been antidilutive.
15. Supplemental Information
Other Liabilities
Other liabilities were $157,130 and $174,859 at March 31, 2015 and December 31, 2014, respectively. Non-current pension obligation, which is a component of other liabilities, was $123,207 and $136,296 at March 31, 2015 and December 31, 2014, respectively. No other component of other liabilities was more than five percent of total liabilities.
16. Commitments and Contingencies
The Company is subject to environmental laws and regulations that can impose civil and criminal sanctions and that may require it to mitigate the effects of contamination caused by the release or disposal of hazardous substances into the environment. Under one law, the U.S. Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA"), an owner or operator of property may be held strictly liable for remediating contamination without regard to whether that person caused the contamination, and without regard to whether the practices that resulted in the contamination were legal at the time they occurred. Because several of the Company's production sites have a history of industrial use, it is impossible to predict precisely what effect these legal requirements will have on the Company.
European Regulations. Under the Industrial Emission Directive ("IED"), European Union member state governments are expected to adopt rules and implement environmental permitting programs relating to air, water and waste for industrial facilities. In this context, concepts such as BAT ("best available technique") are being explored. Future implementation of these concepts may result in technical modifications in the Company's European facilities. In addition, under the Environmental Liability Directive, European Union member states can require the remediation of soil and groundwater contamination in certain circumstances, under the "polluter pays principle." The Company is unable to predict the impact these requirements and concepts may have on its future costs of compliance.
Contract Disputes with Goodrich and PolyOne. In connection with the 1990 and 1997 acquisitions of the Goodrich Corporation ("Goodrich") chemical manufacturing facility in Calvert City, Kentucky, Goodrich agreed to indemnify the Company for any liabilities related to preexisting contamination at the site. For its part, the Company agreed to indemnify Goodrich for post-closing contamination caused by the Company's operations. The soil and groundwater at the site, which does not include the Company's nearby polyvinyl chloride ("PVC") facility, had been extensively contaminated under Goodrich's operations. In 1993, Goodrich spun off the predecessor of PolyOne Corporation ("PolyOne"), and that predecessor assumed Goodrich's indemnification obligations relating to preexisting contamination.
In 2003, litigation arose among the Company, Goodrich and PolyOne with respect to the allocation of the cost of remediating contamination at the site. The parties settled this litigation in December 2007 and the case was dismissed. In the settlement the parties agreed that, among other things: (1) PolyOne would pay 100% of the costs (with specified exceptions), net of recoveries or credits from third parties, incurred with respect to environmental issues at the Calvert City site from August 1, 2007 forward; (2) either the Company or PolyOne might, from time to time in the future (but not more than once every five years), institute an arbitration proceeding to adjust that percentage; and (3) the Company and PolyOne would negotiate a new environmental remediation utilities and services agreement to cover the Company's provision to, or on behalf of, PolyOne of certain environmental remediation services at the site. The current environmental remediation activities at the Calvert City site do not have a specified termination date but are expected to last for the foreseeable future. The costs incurred by the Company that have been invoiced to PolyOne to provide the environmental remediation services were $2,805 in 2014. By letter dated March 16, 2010, PolyOne notified the Company that it was initiating an arbitration proceeding under the settlement agreement. In this proceeding, PolyOne seeks to readjust the percentage allocation of costs and to recover approximately $1,400 from the Company in reimbursement of previously paid remediation costs. The arbitration is currently stayed.
State Administrative Proceedings. There are several administrative proceedings in Kentucky involving the Company, Goodrich and PolyOne related to the same manufacturing site in Calvert City. In 2003, the Kentucky Environmental and Public Protection Cabinet (the "Cabinet") re-issued Goodrich's Resource Conservation and Recovery Act ("RCRA") permit which requires Goodrich to remediate contamination at the Calvert City manufacturing site. Both Goodrich and PolyOne challenged various terms of the permit in an attempt to shift Goodrich's clean-up obligations under the permit to the Company. The

15

WESTLAKE CHEMICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)
(in thousands of dollars, except share amounts and per share data)

Company intervened in the proceedings. The Cabinet has suspended all corrective action under the RCRA permit in deference to a remedial investigation and feasibility study ("RIFS") being conducted, under the auspices of the U.S. Environmental Protection Agency ("EPA"), pursuant to an Administrative Settlement Agreement ("AOC"), which became effective on December 9, 2009. See "Federal Administrative Proceedings" below. The proceedings have been postponed. Periodic status conferences will be held to evaluate whether additional proceedings will be required.
Federal Administrative Proceedings. In May 2009, the Cabinet sent a letter to the EPA requesting the EPA's assistance in addressing contamination at the Calvert City site under CERCLA. In its response to the Cabinet also in May 2009, the EPA stated that it concurred with the Cabinet's request and would incorporate work previously conducted under the Cabinet's RCRA authority into the EPA's cleanup efforts under CERCLA. Since 1983, the EPA has been addressing contamination at an abandoned landfill adjacent to the Company's plant which had been operated by Goodrich and which was being remediated pursuant to CERCLA. The EPA has directed Goodrich and PolyOne to conduct additional investigation activities at the landfill and at the Company's plant. In June 2009, the EPA notified the Company that the Company may have potential liability under section 107(a) of CERCLA at its plant site. Liability under section 107(a) of CERCLA is strict and joint and several. The EPA also identified Goodrich and PolyOne, among others, as potentially responsible parties at the plant site. The Company negotiated, in conjunction with the other potentially responsible parties, an AOC and an order to conduct a RIFS. On July 12, 2013, the parties submitted separate draft RIFS reports to the EPA. The EPA has hired a contractor to complete the remedial investigation report.
Monetary Relief. Except as noted above with respect to the settlement of the contract litigation among the Company, Goodrich and PolyOne, none of the court, the Cabinet nor the EPA has established any allocation of the costs of remediation among the various parties that are involved in the judicial and administrative proceedings discussed above. At this time, the Company is not able to estimate the loss or reasonable possible loss, if any, on the Company's financial statements that could result from the resolution of these proceedings. Any cash expenditures that the Company might incur in the future with respect to the remediation of contamination at the site would likely be spread out over an extended period. As a result, the Company believes it is unlikely that any remediation costs allocable to it will be material in terms of expenditures made in any individual reporting period.
Potential Flare Modifications. For several years, the EPA has been conducting an enforcement initiative against petroleum refineries and petrochemical plants with respect to emissions from flares. A number of companies have entered into consent agreements with the EPA requiring both modifications to reduce flare emissions and the installation of additional equipment to better track flare operations and emissions. On April 21, 2014, the Company received a Clean Air Act Section 114 Information Request from the EPA which sought information regarding flares at the Calvert City and Lake Charles, Louisiana facilities. The EPA has informed the Company that the information provided leads the EPA to believe that some of the flares are out of compliance with applicable standards. The EPA has demanded that the Company conduct additional flare sampling and provide supplemental information. The Company is currently in negotiations with the EPA regarding these demands. The EPA has indicated that it is seeking a consent decree that would obligate the Company to take corrective actions relating to the alleged noncompliance. The Company has not agreed that any flares are out of compliance or that any corrective actions are warranted. Depending on the outcome of the Company's negotiations with the EPA, additional controls on emissions from its flares may be required and these could result in increased capital and operating costs.
Louisiana Notice of Violations. The Louisiana Department of Environmental Quality ("LDEQ") has issued notices of violations ("NOVs") regarding the Company's assets for various air compliance issues. The Company is working with LDEQ to settle these claims, and a global settlement of all claims is being discussed. Such global settlement may result in a total civil penalty of approximately $200.
In addition to the matters described above, the Company is involved in various legal proceedings incidental to the conduct of its business. The Company does not believe that any of these legal proceedings will have a material adverse effect on its financial condition, results of operations or cash flows.
17. Segment Information
The Company operates in two principal operating segments: Olefins and Vinyls. These segments are strategic business units that offer a variety of different products. The Company manages each segment separately as each business requires different technology and marketing strategies.
 
 
Three Months Ended March 31,
 
 
2015
 
2014
Net external sales
 
 
 
 
Olefins
 
 
 
 
Polyethylene
 
$
409,432

 
$
487,144

Styrene, feedstock and other
 
173,645

 
235,654

Total Olefins
 
583,077

 
722,798

Vinyls
 
 
 
 
PVC, caustic soda and other
 
416,988

 
190,527

Building products
 
103,466

 
114,351

Total Vinyls
 
520,454

 
304,878

 
 
$
1,103,531

 
$
1,027,676

 
 
 
 
 
Intersegment sales
 
 
 
 
Olefins
 
$
23,462

 
$
56,853

Vinyls
 
370

 
343

 
 
$
23,832

 
$
57,196

 
 
 
 
 
Income (loss) from operations
 
 
 
 
Olefins
 
$
191,103

 
$
272,333

Vinyls
 
47,086

 
(21,114
)
Corporate and other
 
(8,909
)
 
(3,164
)
 
 
$
229,280

 
$
248,055

 
 
 
 
 
Depreciation and amortization
 
 
 
 
Olefins
 
$
26,939

 
$
26,647

Vinyls
 
31,584

 
19,168

Corporate and other
 
118

 
157

 
 
$
58,641

 
$
45,972

 
 
 
 
 
Other income (expense), net
 
 
 
 
Olefins
 
$
2,552

 
$
1,454

Vinyls
 
5,503

 
(34
)
Corporate and other
 
1,041

 
1,089

 
 
$
9,096

 
$
2,509

 
 
 
 
 
Provision for (benefit from) income taxes
 
 
 
 
Olefins
 
$
66,457

 
$
93,550

Vinyls
 
12,805

 
(10,070
)
Corporate and other
 
(884
)
 
(105
)
 
 
$
78,378

 
$
83,375

 
 
 
 
 
Capital expenditures
 
 
 
 
Olefins
 
$
55,300

 
$
29,074

Vinyls
 
36,855

 
81,120

Corporate and other
 
3,667

 
547

 
 
$
95,822

 
$
110,741

A reconciliation of total segment income from operations to consolidated income before income taxes is as follows:
 
 
Three Months Ended March 31,
 
 
2015
 
2014
Income from operations
 
$
229,280

 
$
248,055

Interest expense
 
(9,591
)
 
(9,157
)
Other income, net
 
9,096

 
2,509

Income before income taxes
 
$
228,785

 
$
241,407

 
 
March 31,
2015
 
December 31,
2014
Total assets
 
 
 
 
Olefins
 
$
1,783,845

 
$
1,785,895

Vinyls
 
2,510,470

 
2,618,646

Corporate and other
 
885,470

 
809,449

 
 
$
5,179,785

 
$
5,213,990

18. Subsequent Events
On April 29, 2015, Westlake Chemical Partners LP ("Westlake Partners") purchased an additional 2.7% newly issued limited partner interest in OpCo for approximately $135,341, resulting in Westlake Partners holding approximately an aggregate 13.3% limited partner interest in OpCo and the Company holding approximately an aggregate 86.7% limited partner interest in OpCo. In order to fund this purchase, Westlake Partners entered into a revolving credit facility with a subsidiary of the Company, which has a total borrowing capacity of $300,000.
Subsequent events were evaluated through the date on which the financial statements were issued.
19. Guarantor Disclosures
The Company's payment obligations under the 3.60% senior notes due 2022 are fully and unconditionally guaranteed by each of its current and future domestic subsidiaries that guarantee other debt of the Company or of another guarantor of the 3.60% senior notes due 2022 in excess of $5,000 (the "Guarantor Subsidiaries"). Except for Westlake Chemical OpCo LP ("OpCo"), which is less than 100% owned, each Guarantor Subsidiary is 100% owned by Westlake Chemical Corporation (the "100% Owned Guarantor Subsidiaries"). The August 4, 2014 initial public offering of Westlake Chemical Partners LP ("Westlake Partners") resulted in OpCo ceasing to be a 100% owned subsidiary of the Company. OpCo has been presented as a less than 100% owned guarantor subsidiary in each of the tables below, including for periods prior to the initial public offering of Westlake Partners. These guarantees are the joint and several obligations of the Guarantor Subsidiaries. The following unaudited condensed consolidating financial information presents the financial condition, results of operations and cash flows of Westlake Chemical Corporation, the 100% owned Guarantor Subsidiaries, OpCo and the remaining subsidiaries that do not guarantee the 3.60% senior notes due 2022 (the "Non-Guarantor Subsidiaries"), together with consolidating eliminations necessary to present the Company's results on a consolidated basis.


16

WESTLAKE CHEMICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)
(in thousands of dollars, except share amounts and per share data)

Condensed Consolidating Financial Information as of March 31, 2015
 
 
Westlake
Chemical
Corporation
 
100% Owned
Guarantor
Subsidiaries
 
OpCo
(Less Than
100% Owned
Guarantor
Subsidiary)
 
Non-
Guarantor
Subsidiaries
 
Eliminations
 
Consolidated
Balance Sheet
 
 
 
 
 
 
 
 
 
 
 
 
Current assets
 
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
701,622

 
$
2,606

 
$
143,005

 
$
98,416

 
$

 
$
945,649

Accounts receivable, net
 
11,605

 
1,497,572

 
54,979

 
128,116

 
(1,165,145
)
 
527,127

Inventories
 

 
395,664

 
4,564

 
80,152

 

 
480,380

Prepaid expenses and other current assets
 
92

 
18,236

 
122

 
2,160

 
(2,592
)
 
18,018

Deferred income taxes
 
409

 
29,832

 

 
747

 

 
30,988

Total current assets
 
713,728

 
1,943,910

 
202,670

 
309,591

 
(1,167,737
)
 
2,002,162

Property, plant and equipment, net
 

 
1,500,234

 
866,546

 
384,706

 

 
2,751,486

Equity investments
 
4,123,427

 
1,232,093

 

 
351,048

 
(5,641,847
)
 
64,721

Other assets, net
 
31,209

 
415,180

 
53,832

 
124,633

 
(263,438
)
 
361,416

Total assets
 
$
4,868,364

 
$
5,091,417

 
$
1,123,048

 
$
1,169,978

 
$
(7,073,022
)
 
$
5,179,785

Current liabilities
 
 
 
 
 
 
 
 
 
 
 
 
Accounts payable
 
$
1,118,864

 
$
153,645

 
$
27,395

 
$
89,383

 
$
(1,141,794
)
 
$
247,493

Accrued liabilities
 
16,504

 
150,074

 
6,104

 
58,975

 
(25,943
)
 
205,714

Total current liabilities
 
1,135,368

 
303,719

 
33,499

 
148,358

 
(1,167,737
)
 
453,207

Long-term debt
 
753,138

 
10,889

 
257,829

 

 
(257,829
)
 
764,027

Deferred income taxes
 

 
503,540

 
1,902

 
34,846

 
(5,609
)
 
534,679

Other liabilities
 

 
38,625

 

 
118,505

 

 
157,130

Total liabilities
 
1,888,506

 
856,773

 
293,230

 
301,709

 
(1,431,175
)
 
1,909,043

Total Westlake Chemical Corporation stockholders' equity
 
2,979,858

 
4,234,644

 
829,818

 
577,385

 
(5,641,847
)
 
2,979,858

Noncontrolling interests
 

 

 

 
290,884

 

 
290,884

Total equity
 
2,979,858

 
4,234,644

 
829,818

 
868,269

 
(5,641,847
)
 
3,270,742

Total liabilities and equity
 
$
4,868,364

 
$
5,091,417

 
$
1,123,048

 
$
1,169,978

 
$
(7,073,022
)
 
$
5,179,785


17

WESTLAKE CHEMICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)
(in thousands of dollars, except share amounts and per share data)

Condensed Consolidating Financial Information as of December 31, 2014
 
 
Westlake
Chemical
Corporation
 
100% Owned
Guarantor
Subsidiaries
 
OpCo
(Less Than
100% Owned
Guarantor
Subsidiary)
 
Non-Guarantor
Subsidiaries
 
Eliminations
 
Consolidated
Balance Sheet
 
 
 
 
 
 
 
 
 
 
 
 
Current assets
 
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
655,947

 
$
3,057

 
$
131,545

 
$
90,052

 
$

 
$
880,601

Accounts receivable, net
 
8,451

 
1,454,709

 
56,049

 
135,133

 
(1,093,676
)
 
560,666

Inventories
 

 
414,975

 
6,634

 
104,167

 

 
525,776

Prepaid expenses and other current assets
 
172

 
9,485

 
212

 
1,938

 

 
11,807

Deferred income taxes
 
409

 
29,832

 

 
2,196

 

 
32,437

Total current assets
 
664,979

 
1,912,058

 
194,440

 
333,486

 
(1,093,676
)
 
2,011,287

Property, plant and equipment, net
 

 
1,477,515

 
842,057

 
437,985

 

 
2,757,557

Equity investments
 
4,033,378

 
1,237,080

 

 
352,550

 
(5,561,703
)
 
61,305

Other assets, net
 
30,543

 
387,325

 
57,733

 
141,948

 
(233,708
)
 
383,841

Total assets
 
$
4,728,900

 
$
5,013,978

 
$
1,094,230

 
$
1,265,969

 
$
(6,889,087
)
 
$
5,213,990

Current liabilities
 
 
 
 
 
 
 
 
 
 
 
 
Accounts payable
 
$
1,055,527

 
$
160,834

 
$
17,680

 
$
95,856

 
$
(1,068,835
)
 
$
261,062

Accrued liabilities
 
8,754

 
203,608

 
11,225

 
77,372

 
(24,841
)
 
276,118

Total current liabilities
 
1,064,281

 
364,442

 
28,905

 
173,228

 
(1,093,676
)
 
537,180

Long-term debt
 
753,108

 
10,889

 
227,638

 

 
(227,638
)
 
763,997

Deferred income taxes
 

 
497,919

 
1,848

 
42,369

 
(6,070
)
 
536,066

Other liabilities
 

 
43,452

 

 
131,407

 

 
174,859

Total liabilities
 
1,817,389

 
916,702

 
258,391

 
347,004

 
(1,327,384
)
 
2,012,102

Total Westlake Chemical Corporation stockholders' equity
 
2,911,511

 
4,097,276

 
835,839

 
628,588

 
(5,561,703
)
 
2,911,511

Noncontrolling interests
 

 

 

 
290,377

 

 
290,377

Total equity
 
2,911,511

 
4,097,276

 
835,839

 
918,965

 
(5,561,703
)
 
3,201,888

Total liabilities and equity
 
$
4,728,900

 
$
5,013,978

 
$
1,094,230

 
$
1,265,969

 
$
(6,889,087
)
 
$
5,213,990



18

WESTLAKE CHEMICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)
(in thousands of dollars, except share amounts and per share data)

Condensed Consolidating Financial Information for the Three Months Ended March 31, 2015
 
 
Westlake
Chemical
Corporation
 
100% Owned
Guarantor
Subsidiaries
 
OpCo
(Less Than
100% Owned
Guarantor
Subsidiary)
 
Non-
Guarantor
Subsidiaries
 
Eliminations
 
Consolidated
Statement of Operations
 
 
 
 
 
 
 
 
 
 
 
 
Net sales
 
$

 
$
903,492

 
$
258,391

 
$
245,643

 
$
(303,995
)
 
$
1,103,531

Cost of sales
 

 
727,399

 
162,164

 
228,269

 
(298,847
)
 
818,985

Gross profit
 

 
176,093

 
96,227

 
17,374

 
(5,148
)
 
284,546

Selling, general and administrative expenses
 
413

 
43,684

 
5,046

 
11,271

 
(5,148
)
 
55,266

(Loss) income from operations
 
(413
)
 
132,409

 
91,181

 
6,103

 

 
229,280

Interest expense
 
(10,752
)
 
(1
)
 
(1,376
)
 
(42
)
 
2,580

 
(9,591
)
Other income, net
 
6,612

 
2,827

 
5

 
2,232

 
(2,580
)
 
9,096

(Loss) income before income taxes
 
(4,553
)
 
135,235

 
89,810

 
8,293

 

 
228,785

(Benefit from) provision for income taxes
 
(1,578
)
 
77,999

 
467

 
1,490

 

 
78,378

Equity in net income of subsidiaries
 
149,317

 
79,891

 

 
9,452

 
(238,660
)
 

Net income
 
146,342

 
137,127

 
89,343

 
16,255

 
(238,660
)
 
150,407

Net income attributable to noncontrolling interests
 

 

 

 
4,065

 

 
4,065

Net income attributable to Westlake Chemical Corporation
 
$
146,342

 
$
137,127

 
$
89,343

 
$
12,190

 
$
(238,660
)
 
$
146,342

Comprehensive income (loss) attributable to Westlake Chemical
   Corporation
 
$
88,113

 
$
137,365

 
$
89,343

 
$
(47,319
)
 
$
(179,389
)
 
$
88,113



19

WESTLAKE CHEMICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)
(in thousands of dollars, except share amounts and per share data)

Condensed Consolidating Financial Information for the Three Months Ended March 31, 2014
 
 
Westlake
Chemical
Corporation
 
100% Owned
Guarantor
Subsidiaries
 
OpCo
(Less Than
100% Owned
Guarantor
Subsidiary)
 
Non-
Guarantor
Subsidiaries
 
Eliminations
 
Consolidated
Statement of Operations
 
 
 
 
 
 
 
 
 
 
 
 
Net sales
 
$

 
$
844,342

 
$
560,014

 
$
9,117

 
$
(385,797
)
 
$
1,027,676

Cost of sales
 

 
790,577

 
327,700

 
8,186

 
(385,797
)
 
740,666

Gross profit
 

 
53,765

 
232,314

 
931

 

 
287,010

Selling, general and administrative expenses
 
546

 
29,285

 
7,778

 
1,346

 

 
38,955

(Loss) income from operations
 
(546
)
 
24,480

 
224,536

 
(415
)
 

 
248,055

Interest expense
 
(8,947
)
 
(210
)
 
(3,591
)
 

 
3,591

 
(9,157
)
Other income (expense), net
 
5,006

 
456

 
1,252

 
(614
)
 
(3,591
)
 
2,509

(Loss) income before income taxes
 
(4,487
)
 
24,726

 
222,197

 
(1,029
)
 

 
241,407

(Benefit from) provision for income taxes
 
(1,558
)
 
6,787

 
78,323

 
(177
)
 

 
83,375

Equity in net income of subsidiaries
 
160,961

 
143,874

 

 

 
(304,835
)
 

Net income (loss) attributable to Westlake Chemical Corporation
 
$
158,032

 
$
161,813

 
$
143,874

 
$
(852
)
 
$
(304,835
)
 
$
158,032

Comprehensive income (loss) attributable to Westlake Chemical
   Corporation
 
$
158,866

 
$
161,948

 
$
143,874

 
$
(1,750
)
 
$
(304,072
)
 
$
158,866




 
 
 
 
 
 
 
 
 
 
 
 
 


 
 
 
 
 
 
 
 
 
 
 
 
 

20

WESTLAKE CHEMICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)
(in thousands of dollars, except share amounts and per share data)

Condensed Consolidating Financial Information for the Three Months Ended March 31, 2015
 
 
Westlake
Chemical
Corporation
 
100% Owned
Guarantor
Subsidiaries
 
OpCo
(Less Than
100% Owned
Guarantor
Subsidiary)
 
Non-
Guarantor
Subsidiaries
 
Eliminations
 
Consolidated
Statement of Cash Flows
 
 
 
 
 
 
 
 
 
 
 
 
Cash flows from operating activities
 
 
 
 
 
 
 
 
 
 
 
 
Net income
 
$
146,342

 
$
137,127

 
$
89,343

 
$
16,255

 
$
(238,660
)
 
$
150,407

Adjustments to reconcile net income to net cash (used for)
   provided by operating activities
 
 
 
 
 
 
 
 
 
 
 
 
Depreciation and amortization
 
501

 
29,592

 
19,803

 
9,246

 

 
59,142

Deferred income taxes
 
(124
)
 
6,431

 
54

 
(1,030
)
 

 
5,331

Net changes in working capital and other
 
(151,572
)
 
(114,779
)
 
6,973

 
(3,606
)
 
238,660

 
(24,324
)
Net cash (used for) provided by operating activities
 
(4,853
)
 
58,371

 
116,173

 
20,865

 

 
190,556

Cash flows from investing activities
 
 
 
 
 
 
 
 
 
 
 
 
Additions to property, plant and equipment
 

 
(47,385
)
 
(39,540
)
 
(8,897
)
 

 
(95,822
)
Settlements of derivative instruments
 

 
(833
)
 

 

 

 
(833
)
Net cash used for investing activities
 

 
(48,218
)
 
(39,540
)
 
(8,897
)
 

 
(96,655
)
Cash flows from financing activities
 
 
 
 
 
 
 
 
 
 
 
 
Intercompany financing
 
72,634

 
(99,765
)
 
30,191

 
(3,060
)
 

 

Dividends paid
 
(21,964
)
 

 

 

 

 
(21,964
)
Distributions paid
 

 
89,161

 
(95,364
)
 
2,645

 

 
(3,558
)
Proceeds from exercise of stock options
 
157

 

 

 

 

 
157

Repurchase of common stock for treasury
 
(2,000
)
 

 

 

 

 
(2,000
)
Windfall tax benefits from share-based payment arrangements
 
1,701

 

 

 

 

 
1,701

Net cash provided by (used for) financing activities
 
50,528

 
(10,604
)
 
(65,173
)
 
(415
)
 

 
(25,664
)
Effect of exchange rate changes on cash and cash equivalents
 

 

 

 
(3,189
)
 

 
(3,189
)
Net increase (decrease) in cash and cash equivalents
 
45,675

 
(451
)
 
11,460

 
8,364

 

 
65,048

Cash and cash equivalents at beginning of period
 
655,947

 
3,057

 
131,545

 
90,052

 

 
880,601

Cash and cash equivalents at end of period
 
$
701,622

 
$
2,606

 
$
143,005

 
$
98,416

 
$

 
$
945,649


21

WESTLAKE CHEMICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)
(in thousands of dollars, except share amounts and per share data)

Condensed Consolidating Financial Information for the Three Months Ended March 31, 2014
 
 
Westlake
Chemical
Corporation
 
100% Owned
Guarantor
Subsidiaries
 
OpCo
(Less Than
100% Owned
Guarantor
Subsidiary)
 
Non-
Guarantor
Subsidiaries
 
Eliminations
 
Consolidated
Statement of Cash Flows
 
 
 
 
 
 
 
 
 
 
 
 
Cash flows from operating activities
 
 
 
 
 
 
 
 
 
 
 
 
Net income (loss)
 
$
158,032

 
$
161,813

 
$
143,874

 
$
(852
)
 
$
(304,835
)
 
$
158,032

Adjustments to reconcile net income (loss) to net cash (used for)
   provided by operating activities
 
 
 
 
 
 
 
 
 
 
 
 
Depreciation and amortization
 
365

 
26,394

 
19,014

 
564

 

 
46,337

Deferred income taxes
 
(162
)
 
5,220

 
3,267

 
(50
)
 

 
8,275

Net changes in working capital and other
 
(165,553
)
 
(169,342
)
 
31,731

 
(1,810
)
 
304,835

 
(139
)
Net cash (used for) provided by operating activities
 
(7,318
)
 
24,085

 
197,886

 
(2,148
)
 

 
212,505

Cash flows from investing activities
 
 
 
 
 
 
 
 
 
 
 
 
Additions to property, plant and equipment
 

 
(59,254
)
 
(51,305
)
 
(182
)
 

 
(110,741
)
Proceeds from disposition of assets
 

 
12

 

 

 

 
12

Proceeds from sales and maturities of securities
 
30,119

 

 

 

 

 
30,119

Purchase of securities
 
(49,025
)
 

 

 

 

 
(49,025
)
Settlements of derivative instruments
 

 

 
(409
)
 

 

 
(409
)
Net cash used for investing activities
 
(18,906
)
 
(59,242
)
 
(51,714
)
 
(182
)
 

 
(130,044
)
Cash flows from financing activities
 
 
 
 
 
 
 
 
 
 
 
 
Intercompany financing
 
106,903

 
(155,387
)
 
46,041

 
2,443

 

 

Net distributions prior to Westlake Partners initial public offering
 

 
192,213

 
(192,213
)
 

 

 

Dividends paid
 
(16,789
)
 

 

 

 

 
(16,789
)
Proceeds from exercise of stock options
 
2,158

 

 

 

 

 
2,158

Windfall tax benefits from share-based payment arrangements
 
3,512

 

 

 

 

 
3,512

Net cash provided by (used for) financing activities
 
95,784

 
36,826

 
(146,172
)
 
2,443

 

 
(11,119
)
Net increase in cash and cash equivalents
 
69,560

 
1,669

 

 
113

 

 
71,342

Cash and cash equivalents at beginning of period
 
420,948

 
6,227

 

 
34,126

 

 
461,301

Cash and cash equivalents at end of period
 
$
490,508

 
$
7,896

 
$

 
$
34,239

 
$

 
$
532,643


22


Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
This discussion and analysis should be read in conjunction with information contained in the accompanying unaudited consolidated interim financial statements of Westlake Chemical Corporation and the notes thereto and the consolidated financial statements and notes thereto of Westlake Chemical Corporation included in Westlake Chemical Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 2014 (the "2014 Form 10-K"). The following discussion contains forward-looking statements. Please read "Forward-Looking Statements" for a discussion of limitations inherent in such statements.
We are a vertically integrated global manufacturer and marketer of basic chemicals, vinyls, polymers and fabricated building products. Our two principal operating segments are Olefins and Vinyls. We are highly integrated along our olefins product chain with significant downstream integration into polyethylene and styrene monomer. We are also an integrated global producer of vinyls with substantial downstream integration into polyvinyl chloride ("PVC") building products.
Since 2009 and continuing through the first quarter of 2015, a cost advantage for ethane-based ethylene producers over naphtha-based ethylene producers has allowed a strong export market for polyethylene, ethylene derivatives and higher margins for North American chemical producers, including Westlake. Continued strong global demand for polyethylene has resulted in improved operating margins and cash flow for our Olefins segment in recent years. However, with the significant drop in crude oil prices beginning in the third quarter of 2014 and continuing through the first quarter of 2015, we have seen a reduction in the cost advantage enjoyed by North American ethane-based ethylene producers. Further, crude oil price volatility in the North American and global markets may result in reduced prices and margins in 2015. On the other hand, our European operations rely primarily on feedstock derived from naphtha-based ethylene crackers and may benefit from lower crude oil prices.
Continued slow recovery in the U.S. construction markets and budgetary constraints in municipal spending have contributed to lower North American demand for our vinyls products, which may continue to negatively impact our Vinyls segment operating rates and margins. Likewise, European industry production capacities currently exceed demand in the region, largely due to the weak economic environment in Europe. However, since late 2010, the PVC industry in North America has experienced an increase in PVC resin export demand, driven largely by more competitive feedstock and energy cost positions in North America. As a consequence, North American PVC resin industry operating rates have improved since 2010, largely due to higher PVC resin export shipments. In addition, the completion of our new world-scale Geismar, Louisiana chlor-alkali plant and the ethane feedstock conversion and ethylene expansion project at Westlake Chemical OpCo LP's ("OpCo") Calvert City, Kentucky ethylene plant in the fourth quarter of 2013 and in the second quarter of 2014, respectively, have contributed to improved operating margins and cash flow for our Vinyls segment.
The economic environment in the United States and globally appears to be slowly improving. However, depending on the performance of the global economy in the remainder of 2015 and beyond, our financial condition, results of operations or cash flows may still be negatively impacted. In addition, the European economy has been slower to recover than the U.S. economy.
Recent Developments
On April 29, 2015, Westlake Chemical Partners LP ("Westlake Partners") purchased an additional 2.7% newly issued limited partner interest in OpCo for approximately $135.3 million, resulting in Westlake Partners holding approximately an aggregate 13.3% limited partner interest in OpCo and us holding approximately an aggregate 86.7% limited partner interest in OpCo. In order to fund this purchase, Westlake Partners entered into a revolving credit facility with a subsidiary of ours, which has a total borrowing capacity of $300.0 million. See "—Liquidity and Capital Resources—Westlake Partners Credit Arrangements."
In February 2015, we entered into an agreement to acquire INEOS Chlor Vinyls Holdings B.V.'s 35.7% interest in Suzhou Huasu Plastics Co., Ltd., a PVC joint venture based near Shanghai. We currently own a 59% interest in this joint venture. The completion of this acquisition is subject to government approvals.

23


Results of Operations
 
 
Three Months Ended March 31,
 
 
2015
 
2014
 
 
 
 
 
 
 
(dollars in thousands,
except per share data)
Net external sales
 
 
 
 
Olefins
 
 
 
 
Polyethylene
 
$
409,432

 
$
487,144

Styrene, feedstock and other
 
173,645

 
235,654

Total Olefins
 
583,077

 
722,798

Vinyls
 
 
 
 
PVC, caustic soda and other
 
416,988

 
190,527

Building products
 
103,466

 
114,351

Total Vinyls
 
520,454

 
304,878

Total
 
$
1,103,531

 
$
1,027,676

 
 
 
 
 
Income (loss) from operations
 
 
 
 
Olefins
 
$
191,103

 
$
272,333

Vinyls
 
47,086

 
(21,114
)
Corporate and other
 
(8,909
)
 
(3,164
)
Total income from operations
 
229,280

 
248,055

Interest expense
 
(9,591
)
 
(9,157
)
Other income, net
 
9,096

 
2,509

Provision for income taxes
 
78,378

 
83,375

Net income
 
150,407

 
158,032

Net income attributable to noncontrolling interests
 
4,065

 

Net income attributable to Westlake Chemical Corporation
 
$
146,342

 
$
158,032

Diluted earnings per share
 
$
1.10

 
$
1.18

 
 
 
 
 
 
 
Three Months Ended March 31, 2015
 
 
Average
Sales Price
 
Volume
Product sales price and volume percentage change from prior-year period
 
 
 
 
Olefins
 
-26.9
 %
 
+7.6
%
Vinyls
 
-9.0
 %
 
+79.7
%
Company average
 
-21.6
 %
 
+29.0
%
 
 
 
 
 
 
 
Three Months Ended March 31,
 
 
2015
 
2014
Average industry prices (1)
 
 
 
 
Ethane (cents/lb)
 
6.3

 
11.4

Propane (cents/lb)
 
12.6

 
30.8

Ethylene (cents/lb) (2)
 
36.6

 
55.1

Polyethylene (cents/lb) (3)
 
76.7

 
107.7

Styrene (cents/lb) (4)
 
54.3

 
86.9

Caustic soda ($/short ton) (5)
 
588.3

 
579.2

Chlorine ($/short ton) (6)
 
239.2

 
236.7

PVC (cents/lb) (7)
 
65.5

 
66.5


24


_____________
(1)
Industry pricing data was obtained from IHS Chemical. We have not independently verified the data.
(2)
Represents average North American spot prices of ethylene over the period as reported by IHS Chemical.
(3)
Represents average North American contract prices of polyethylene low density film over the period as reported by IHS Chemical.
(4)
Represents average North American contract prices of styrene over the period as reported by IHS Chemical.
(5)
Represents average North American undiscounted contract prices of caustic soda over the period as reported by IHS Chemical.
(6)
Represents average North American contract prices of chlorine (into chemicals) over the period as reported by IHS Chemical.
(7)
Represents average North American contract prices of PVC over the period as reported by IHS Chemical.
Summary
For the quarter ended March 31, 2015, net income attributable to Westlake Chemical Corporation was $146.3 million, or $1.10 per diluted share, on net sales of $1,103.5 million. This represents a decrease in net income attributable to Westlake Chemical Corporation of $11.7 million, or $0.08 per diluted share, compared to the quarter ended March 31, 2014 net income attributable to Westlake Chemical Corporation of $158.0 million, or $1.18 per diluted share, on net sales of $1,027.7 million. Net sales for the first quarter of 2015 increased by $75.8 million compared to net sales for the first quarter of 2014, mainly attributable to sales contributed by Vinnolit, our specialty PVC resin business, which we acquired in July 2014, partially offset by lower sales prices for our major products. Income from operations was $229.3 million for the first quarter of 2015 as compared to $248.1 million for the first quarter of 2014. Income from operations for the first quarter of 2015 benefited from improved vinyls integrated product margins, mainly as a result of the cost-advantaged ethane feedstock currently utilized at OpCo's Calvert City ethylene plant following the completion of a feedstock conversion and ethylene expansion project, improved production rates at our Geismar chlor-alkali plant and the contribution from Vinnolit as compared to the first quarter of 2014. However, this benefit was more than offset by lower olefins integrated product margins as a result of lower sales prices in the first quarter of 2015 as compared to the prior-year period. Sales prices in the first quarter of 2015 were negatively impacted by the significant decline in crude oil prices.
RESULTS OF OPERATIONS
First Quarter 2015 Compared with First Quarter 2014
Net Sales. Net sales increased by $75.8 million, or 7.4%, to $1,103.5 million in the first quarter of 2015 from $1,027.7 million in the first quarter of 2014, primarily attributable to sales contributed by Vinnolit and higher sales volumes for caustic soda and North American Specialty Products, our specialty PVC pipe business, partially offset by lower sales prices for our major products and lower sales volumes for polyethylene and ethylene co-products. Ethylene co-products sales volumes were lower for the first quarter of 2015 primarily due to the change to ethane feedstock currently utilized at OpCo's Calvert City ethylene plant following the completion of the feedstock conversion and ethylene expansion project. Average sales prices for the first quarter of 2015 decreased by 21.6% as compared to the first quarter of 2014. Sales prices in the first quarter of 2015 were negatively impacted by the significant decline in crude oil prices. Overall sales volumes increased by 29.0% as compared to the first quarter of 2014.
Gross Profit. Gross profit margin percentage decreased to 25.8% for the first quarter of 2015 from 27.9% for the first quarter of 2014. The first quarter 2015 gross profit benefited from lower average feedstock costs. However, this increase was more than offset by lower sales prices for our major products and the negative impact from lost sales, lower production rates and costs associated with the maintenance turnaround at our Geismar facility. Sales prices decreased an average of 21.6% for the first quarter of 2015 as compared to the first quarter of 2014.
Selling, General and Administrative Expenses. Selling, general and administrative expenses for the first quarter of 2015 of $55.3 million increased by $16.3 million as compared to the first quarter of 2014, mainly due to general and administrative costs incurred by Vinnolit for the first quarter of 2015, an increase in payroll and related labor costs, including incentive compensation, and an increase in consulting and professional fees.
Interest Expense. Interest expense increased by $0.4 million to $9.6 million in the first quarter of 2015 from $9.2 million in the first quarter of 2014 largely as a result of decreased capitalized interest on major capital projects as compared to the prior-year period. Debt balances remained relatively unchanged from the prior-year period.

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Other Income, Net. Other income, net increased by $6.6 million to $9.1 million in the first quarter of 2015 from $2.5 million in the first quarter of 2014 mainly due to higher income from our equity method investments and higher gains on foreign exchange.
Income Taxes. The effective income tax rate was 34.3% for the first quarter of 2015. The effective income tax rate for the first quarter of 2015 was below the U.S. federal statutory rate of 35.0% primarily due to the benefit of state tax credits, the domestic manufacturing deduction, income attributable to noncontrolling interests and the foreign earnings rate differential, partially offset by state income taxes. The effective income tax rate was 34.5% for the first quarter of 2014. The effective income tax rate for the first quarter of 2014 was below the U.S. federal statutory rate of 35.0% primarily due to state tax credits and the domestic manufacturing deduction, mostly offset by state income taxes.
Olefins Segment
Net Sales. Net sales decreased by $139.7 million, or 19.3%, to $583.1 million in the first quarter of 2015 from $722.8 million in the first quarter of 2014, primarily due to lower sales prices for our major products and lower sales volume for polyethylene, partially offset by higher sales volumes for styrene and ethylene, as compared to the prior-year period. Average sales prices for the Olefins segment decreased by 26.9% in the first quarter of 2015 as compared to the first quarter of 2014. Average sales volumes for the Olefins segment increased by 7.6% in the first quarter of 2015 as compared to the first quarter of 2014.
Income from Operations. Income from operations decreased by $81.2 million, or 29.8%, to $191.1 million in the first quarter of 2015 from $272.3 million in the first quarter of 2014. This decrease was mainly attributable to lower olefins integrated product margins primarily as a result of lower sales prices and lower polyethylene sales volume in the first quarter of 2015 as compared to the prior-year period. Trading activity in the first quarter of 2015 resulted in a gain of $4.2 million as compared to a loss of $0.6 million in the first quarter of 2014.
Vinyls Segment
Net Sales. Net sales increased by $215.6 million, or 70.7%, to $520.5 million in the first quarter of 2015 from $304.9 million in the first quarter of 2014. This increase was mainly attributable to sales contributed by Vinnolit and higher sales volumes for PVC resin, caustic soda and North American Specialty Products, partially offset by lower sales prices for our major products. The increase in net sales in the first quarter of 2015 was also partially offset by the lower ethylene co-products volumes produced, and consequently sold, as a result of the change in feedstock utilized at OpCo's Calvert City ethylene plant from propane to ethane, following the completion of the feedstock conversion project in the second quarter of 2014. Average sales prices for the Vinyls segment decreased by 9.0% in the first quarter of 2015 as compared to the first quarter of 2014. Average sales volumes for the Vinyls segment increased by 79.7% in the first quarter of 2015 as compared to the first quarter of 2014, primarily attributable to sales contributed by Vinnolit.
Income (Loss) from Operations. Income from operations was $47.1 million in the first quarter of 2015 as compared to a loss from operations of $21.1 million in the first quarter of 2014, an improvement of $68.2 million. This improvement was primarily driven by higher vinyls integrated product margins in the first quarter of 2015 mainly as a result of the cost-advantaged ethane feedstock currently utilized at OpCo's Calvert City ethylene plant following the completion of the feedstock conversion and ethylene expansion project, as compared to the prior-year period. In addition, first quarter 2015 income from operations benefited from higher caustic soda sales volume primarily attributable to improved production rates at our Geismar chlor-alkali plant and the contribution from Vinnolit as compared to the first quarter of 2014. First quarter 2015 income from operations was negatively impacted by lost sales, lower production rates and costs associated with the maintenance turnaround at our Geismar facility. The first quarter 2014 income from operations was negatively impacted by lost sales, lower production rates, unabsorbed fixed manufacturing costs and other costs associated with a maintenance turnaround at our Calvert City facilities and OpCo's Calvert City ethylene plant's feedstock conversion and expansion project.
CASH FLOW DISCUSSION FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014
Cash Flows
Operating Activities
Operating activities provided cash of $190.6 million in the first three months of 2015 compared to cash provided of $212.5 million in the first three months of 2014. The $21.9 million decrease in cash flows from operating activities was mainly due to a decrease in income from operations and an increase in the use of cash for working capital purposes. Income from operations decreased by $18.8 million in the first three months of 2015 primarily due to lower olefins integrated product margins as a result of lower sales prices as compared to the prior-year period, partially offset by higher vinyls integrated product margins mainly driven by the cost-advantaged ethane feedstock currently utilized at OpCo's Calvert City ethylene

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plant, higher caustic soda sales volume and the contribution from Vinnolit as compared to the first quarter of 2014. Changes in components of working capital, which we define for purposes of this cash flow discussion as accounts receivable, net, inventories, prepaid expenses and other current assets, less accounts payable and accrued liabilities, used cash of $14.9 million in the first three months of 2015, compared to $2.0 million of cash provided in the first three months of 2014, an unfavorable change of $16.9 million. The change was mainly due to a decrease in accrued liabilities, partially offset by lower inventory and accounts receivable mainly as a result of lower product prices during the 2015 period, as compared to the prior-year period.
Investing Activities
Net cash used for investing activities during the first three months of 2015 was $96.7 million as compared to net cash used for investing activities of $130.0 million in the first three months of 2014. Capital expenditures were $95.8 million in the first three months of 2015 compared to $110.7 million in the first three months of 2014, a decrease mainly attributable to the completion of the feedstock conversion and ethylene expansion project and PVC plant expansion project at our Calvert City site in the second quarter of 2014. Capital expenditures in the first three months of 2015 were mainly incurred on the planned upgrade and expansion of OpCo's Petro 1 ethylene unit at our Lake Charles, Louisiana site. Capital expenditures in the first three months of 2014 were mainly incurred on OpCo's feedstock conversion and ethylene expansion project and our PVC plant expansion project at our Calvert City site and the planned upgrade and expansion of OpCo's Petro 1 ethylene unit at our Lake Charles site. The remaining capital expenditures in the first three months of 2015 and 2014 primarily related to projects to improve production capacity or reduce costs, maintenance and safety projects and environmental projects at our various facilities. The remaining activity during the first three months of 2014 was primarily related to the purchases of securities and the receipt of proceeds from the sales and maturities of our investments.
Financing Activities
Net cash used by financing activities during the first three months of 2015 was $25.7 million as compared to net cash used of $11.1 million in the first three months of 2014. The activity during the first three months of 2015 was primarily related to the $22.0 million payment of cash dividends, $3.6 million payment of cash distributions to noncontrolling interests and the $2.0 million of cash used for the repurchases of shares of our common stock, partially offset by proceeds of $0.2 million from the exercise of stock options. The activity during the first three months of 2014 was mainly related to the $16.8 million payment of cash dividends, partially offset by proceeds from the exercise of stock options.
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.
In April 2011, we announced an expansion program to increase the ethane-based ethylene capacity of both of OpCo's ethylene units at our Lake Charles site. We completed the expansion of the Petro 2 ethylene unit in the first quarter of 2013. OpCo currently plans to upgrade and expand the capacity of its Petro 1 ethylene unit at our Lake Charles site during the first half of 2016. This project is currently estimated to cost in the range of $275.0 million to $335.0 million and is expected to add approximately 250 million pounds of ethylene capacity. The additional capacity from this expansion is expected to provide ethylene for sales to us and may also be sold in the merchant market. This capital project is expected to be funded with cash on hand, cash flow from operations, and, if necessary, borrowings under each of our revolving credit facility and OpCo's revolving credit facility with another subsidiary of ours and other financing. As of March 31, 2015, OpCo had incurred a total cost of approximately $74.2 million on this capital project.
In August 2011, our Board of Directors authorized a stock repurchase program totaling $100.0 million (the "2011 Program"). In November 2014, our Board of Directors approved an additional $250.0 million share repurchase program (the "2014 Program"). During the three months ended March 31, 2015, we repurchased 34,025 shares of our common stock for an aggregate purchase price of approximately $2.0 million under both the 2011 and 2014 Programs. As of March 31, 2015, we had repurchased 1,944,161 shares of our common stock for an aggregate purchase price of approximately $100.0 million under the 2011 Program, the full amount of the 2011 Program. As of March 31, 2015, we had repurchased 14,577 shares of our common stock for an aggregate purchase price of approximately $0.9 million under the 2014 Program. Purchases under the 2014 Program may be made either through the open market or in privately negotiated transactions. Decisions regarding the amount and the timing of purchases under the 2014 Program will be influenced by our cash on hand, our cash flow from operations, general market conditions and other factors. The 2014 Program may be discontinued by our Board of Directors at any time.
We believe that our sources of liquidity as described above will be adequate to fund our normal operations and ongoing capital expenditures. Funding of any potential large expansions or any potential acquisitions would likely necessitate and

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therefore depend on our ability to obtain additional financing in the future. We may not be able to access additional liquidity at cost effective interest rates due to the volatility of the commercial credit markets.
Cash and Cash Equivalents
As of March 31, 2015, our cash and cash equivalents totaled $945.6 million. In addition, we have a revolving credit facility available to supplement cash if needed, as described under "Debt" below.
Debt
As of March 31, 2015, our long-term debt, including current maturities, totaled $764.0 million, consisting of $250.0 million principal amount of 3.60% senior notes due 2022 (less the unamortized discount of $0.9 million), $100.0 million of 6 ½% senior notes due 2029, $250.0 million of 6 ¾% senior notes due 2032, $89.0 million of 6 ½% senior notes due 2035 (the "6 ½% GO Zone Senior Notes Due 2035"), $65.0 million of 6 ½% senior notes due 2035 (the "6 ½% IKE Zone Senior Notes Due 2035") (collectively, but excluding the 3.60% senior notes due 2022, the "Senior Notes") and a $10.9 million loan from the proceeds of tax-exempt waste disposal revenue bonds (supported by an $11.3 million letter of credit). The 6 ½% senior notes due 2029, the 6 ¾% senior notes due 2032, the 6 ½% GO Zone Senior Notes Due 2035 and the 6 ½% IKE Zone Senior Notes Due 2035 evidence and secure our obligations to the Louisiana Local Government Environmental Facility and Development Authority (the "Authority"), a political subdivision of the State of Louisiana, under four loan agreements relating to the issuance of $100.0 million, $250.0 million, $89.0 million and $65.0 million aggregate principal amount of the Authority's tax-exempt revenue bonds, respectively. As of March 31, 2015, debt outstanding under the tax-exempt waste disposal revenue bonds bore interest at a variable rate. As of March 31, 2015, we were in compliance with all of the covenants with respect to the 3.60% senior notes due 2022, the Senior Notes, our waste disposal revenue bonds and our revolving credit facility.
Our ability to make payments on our indebtedness and to fund planned capital expenditures will depend on our ability to generate cash in the future, which is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. Based on our current level of operations and unless we were to undertake a new expansion or large acquisition, we believe our cash flow from operations, available cash and available borrowings under our revolving credit facility will be adequate to meet our normal operating needs for the foreseeable future.
Revolving Credit Facility
We have a $400.0 million senior secured revolving credit facility. The facility includes a provision permitting us to increase the size of the facility, up to four times, in increments of at least $25.0 million each (up to a maximum of $200.0 million) under certain circumstances if certain lenders agree to commit to such an increase.
At March 31, 2015, we had no borrowings outstanding under the revolving credit facility. Any borrowings under the facility will bear interest at either LIBOR plus a spread ranging from 1.25% to 1.75%, provided that so long as we are rated investment grade, the margin for LIBOR loans will not exceed 1.50%, or a base rate plus a spread ranging from 0.0% to 0.50%. The revolving credit facility also requires an unused commitment fee of 0.25% per annum. All interest rates under the facility are subject to monthly grid pricing adjustments based on prior month average daily loan availability. The revolving credit facility matures on July 17, 2019. As of March 31, 2015, we had outstanding letters of credit totaling $30.0 million and borrowing availability of $370.0 million under the revolving credit facility.
Our revolving credit facility generally restricts our ability to make distributions unless, on a pro forma basis after giving effect to the distribution, the borrowing availability under the facility equals or exceeds the greater of (1) 20% of the commitments under the facility and (2) $80.0 million; or the borrowing availability under the facility equals or exceeds the greater of (1) 15% of the commitments under the facility and (2) $60.0 million, and our fixed charge coverage ratio is at least 1.0:1. However, we may make specified distributions up to an aggregate of $78.8 million in 2015, to be increased by 5% in each fiscal year thereafter, on an aggregate basis, for each fiscal year.
In order to make acquisitions or investments, our revolving credit facility provides that (1) we must maintain a minimum borrowing availability of at least the greater of $60.0 million or 15% of the total bank commitments under our revolving credit facility or (2) we must maintain a minimum borrowing availability of at least the greater of $50.0 million or 12.5% of the total bank commitments under our revolving credit facility and meet a minimum fixed charge coverage ratio of 1.0:1 under our revolving credit facility. Notwithstanding the foregoing, we may make investments in the aggregate up to the greater of $50.0 million and 1.25% of tangible assets and acquisitions in the aggregate up to the greater of $100.0 million and 2.5% of tangible assets, if, on a pro forma basis after giving effect to the acquisition or investment, either (X) the borrowing availability under the facility equals or exceeds the greater of (A) 12.5% of the total bank commitments under the facility and (B) $50.0 million, but is less than the greater of (A) 15% of the total bank commitments and (B) $60.0 million, or (Y) our fixed charge coverage ratio is at least 1.0:1.

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The revolving credit facility contains other customary covenants and events of default that impose significant operating and financial restrictions on us. These restrictions, among other things, provide limitations on the occurrence of additional indebtedness and our ability to create liens, to engage in certain affiliate transactions and to engage in sale-leaseback transactions. See "Management's Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources-Debt" in the 2014 Form 10-K for more information on the revolving credit facility.
GO Zone and IKE Zone Bonds
As of March 31, 2015, we had drawn all the proceeds from the issuance of the 6 ½% senior notes due 2029, 6 ¾% senior notes due 2032, 6 ½% GO Zone Senior Notes Due 2035 and 6 ½% IKE Zone Senior Notes Due 2035. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Debt" in the 2014 Form 10-K for more information on the 6 ½% senior notes due 2029, the 6 ¾% senior notes due 2032, the 6 ½% GO Zone Senior Notes Due 2035 and the 6 ½% IKE Zone Senior Notes Due 2035. All domestic restricted subsidiaries that guarantee other debt of ours or of another guarantor of the Senior Notes in excess of $5.0 million are guarantors of these notes.
The indentures governing the Senior Notes contain customary covenants and events of default. Accordingly, these agreements generally impose significant operating and financial restrictions on us. These restrictions, among other things, provide limitations on incurrence of additional indebtedness, the payment of dividends, certain investments and acquisitions and sales of assets. However, the effectiveness of certain of these restrictions is currently suspended because the Senior Notes are currently rated investment grade by at least two nationally recognized credit rating agencies. The most significant of these provisions, if it were currently effective, would restrict us from incurring additional debt, except specified permitted debt (including borrowings under our credit facility), when our fixed charge coverage ratio is below 2.0:1. These limitations are subject to a number of important qualifications and exceptions, including, without limitation, an exception for the payment of our regular quarterly dividend of up to $0.10 per share. If the restrictions were currently effective, distributions in excess of $100.0 million would not be allowed unless, after giving pro forma effect to the distribution, our fixed charge coverage ratio is at least 2.0:1 and such payment, together with the aggregate amount of all other distributions after January 13, 2006, is less than the sum of 50% of our consolidated net income for the period from October 1, 2003 to the end of the most recent quarter for which financial statements have been filed, plus 100% of net cash proceeds received after October 1, 2003 as a contribution to our common equity capital or from the issuance or sale of certain securities, plus several other adjustments.
3.60% Senior Notes due 2022
The 3.60% senior notes due 2022 are unsecured and were issued with an original issue discount of $1.2 million. There is no sinking fund and no scheduled amortization of the 3.60% senior notes due 2022 prior to maturity. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Debt" in the 2014 Form 10-K for more information on the 3.60% senior notes due 2022. All of our domestic subsidiaries that guarantee other indebtedness of ours or of another guarantor of the 3.60% senior notes due 2022 in excess of $5.0 million are guarantors of the 3.60% senior notes due 2022.
The indenture governing the 3.60% senior notes due 2022 contains customary events of default and covenants that will restrict our and certain of our subsidiaries' ability to (1) incur certain secured indebtedness, (2) engage in certain sale-leaseback transactions and (3) consolidate, merge or transfer all or substantially all of our assets.
Revenue Bonds
In December 1997, we entered into a loan agreement with a public trust established for public purposes for the benefit of the Parish of Calcasieu, Louisiana. The public trust issued $10.9 million principal amount of tax-exempt waste disposal revenue bonds in order to finance our construction of waste disposal facilities for an ethylene plant. The waste disposal revenue bonds expire in December 2027 and are subject to redemption and mandatory tender for purchase prior to maturity under certain conditions. Interest on the waste disposal revenue bonds accrues at a rate determined by a remarketing agent and is payable quarterly.
Westlake Partners Credit Arrangements
Our subsidiary, Westlake Chemical Finance Corporation, is the lender party to a $300.0 million revolving credit facility with Westlake Partners, entered into on April 29, 2015. The revolver is scheduled to mature on April 29, 2018. Borrowings under the revolver bear interest at LIBOR plus a spread ranging from 2.0% to 3.0% (depending on Westlake Partners' consolidated leverage ratio), payable quarterly. Westlake Partners may pay all or a portion of the interest on any borrowings in kind, in which case any such amounts would be added to the principal amount of the loan.

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Our subsidiary, Westlake Development Corporation, is the lender party to a $600.0 million revolving credit facility with OpCo. As of March 31, 2015, outstanding borrowings under the credit facility totaled $90.7 million and bore interest at the LIBOR rate plus 3.0%, which is accrued in arrears quarterly. The revolving credit facility matures in 2019.
Off-Balance Sheet Arrangements
None.
FORWARD-LOOKING STATEMENTS
The Private Securities Litigation Reform Act of 1995 provides safe harbor provisions for forward-looking information. Certain of the statements contained in this report are forward-looking statements. All statements, other than statements of historical facts, included in this report that address activities, events or developments that we expect, project, believe or anticipate will or may occur in the future are forward-looking statements. Forward-looking statements can be identified by the use of words such as "believes," "intends," "may," "should," "could," "anticipates," "expected" or comparable terminology, or by discussions of strategies or trends. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we cannot give any assurances that these expectations will prove to be correct. Forward-looking statements relate to matters such as:
future operating rates, margins, cash flow and demand for our products;
industry market outlook, including the price of crude oil;
production capacities;
currency devaluation;
our ability to borrow additional funds under our credit facility;
our ability to meet our liquidity needs;
our intended quarterly dividends;
future capacity additions and expansions in the industry;
timing, funding and results of capital projects, such as the expansion program at our Lake Charles facility;
results of acquisitions;
pension plan obligations, funding requirements and investment policies;
compliance with present and future environmental regulations and costs associated with environmentally related penalties, capital expenditures, remedial actions and proceedings, including any new laws, regulations or treaties that may come into force to limit or control carbon dioxide and other greenhouse gases emissions or to address other issues of climate change;
effects of pending legal proceedings; and
timing of and amount of capital expenditures.
We have based these statements on assumptions and analyses in light of our experience and perception of historical trends, current conditions, expected future developments and other factors we believe were appropriate in the circumstances when the statements were made. Forward-looking statements by their nature involve substantial risks and uncertainties that could significantly impact expected results, and actual future results could differ materially from those described in such statements. These statements are subject to a number of assumptions, risks and uncertainties, including those described in "Risk Factors" in the 2014 Form 10-K and the following:
general economic and business conditions;
the cyclical nature of the chemical industry;
the availability, cost and volatility of raw materials and energy;
uncertainties associated with the United States, European and worldwide economies, including those due to political tensions and unrest in the Middle East, the Commonwealth of Independent States (including Ukraine) and elsewhere;
current and potential governmental regulatory actions in the United States and Europe and regulatory actions and political unrest in other countries;
industry production capacity and operating rates;

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the supply/demand balance for our products;
competitive products and pricing pressures;
instability in the credit and financial markets;
access to capital markets;
terrorist acts;
operating interruptions (including leaks, explosions, fires, weather-related incidents, mechanical failure, unscheduled downtime, labor difficulties, transportation interruptions, spills and releases and other environmental risks);
changes in laws or regulations;
technological developments;
our ability to integrate acquired businesses;
foreign currency exchange risks;
our ability to implement our business strategies; and
creditworthiness of our customers.
Many of these factors are beyond our ability to control or predict. Any of the factors, or a combination of these factors, could materially affect our future results of operations and the ultimate accuracy of the forward-looking statements. These forward-looking statements are not guarantees of our future performance, and our actual results and future developments may differ materially from those projected in the forward-looking statements. Management cautions against putting undue reliance on forward-looking statements or projecting any future results based on such statements or present or prior earnings levels. Every forward-looking statement speaks only as of the date of the particular statement, and we undertake no obligation to publicly update or revise any forward-looking statements.
Item 3.
Quantitative and Qualitative Disclosures about Market Risk
Commodity Price Risk
A substantial portion of our products and raw materials are commodities whose prices fluctuate as market supply and demand fundamentals change. Accordingly, product margins and the level of our profitability tend to fluctuate with changes in the business cycle. We try to protect against such instability through various business strategies. Our strategies include ethylene feedstock flexibility and moving downstream into the olefins and vinyls products where pricing is more stable. We use derivative instruments in certain instances to reduce price volatility risk on feedstocks and products. Based on our open derivative positions at March 31, 2015, a hypothetical $0.10 increase in the price of a gallon of ethane would have increased our income before taxes by $14.8 million and a hypothetical $0.10 increase in the price of a MMbtu of natural gas would have decreased our income before taxes by $0.9 million. Additional information concerning derivative commodity instruments appears in Notes 11 and 12 to the unaudited consolidated financial statements within this Quarterly Report on Form 10-Q.
Interest Rate Risk
We are exposed to interest rate risk with respect to fixed and variable rate debt. At March 31, 2015, we had variable rate debt of $10.9 million outstanding. All of the debt outstanding under our revolving credit facility (none was outstanding at March 31, 2015) and our loan relating to the tax-exempt waste disposal revenue bonds are at variable rates. We do not currently hedge our variable interest rate debt, but we may do so in the future. The average variable interest rate for our variable rate debt of $10.9 million as of March 31, 2015 was 0.06%. A hypothetical 100 basis point increase in the average interest rate on our variable rate debt would increase our annual interest expense by approximately $0.1 million. Also, at March 31, 2015, we had $754.0 million aggregate principal amount of fixed rate debt. 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 $7.5 million.
Foreign Currency Exchange Rate Risk
We are exposed to foreign currency exchange rate risk associated with our international operations. However, the effect of fluctuations in foreign currency exchange rates caused by our international operations has not had a material impact on our overall operating results. We may engage in activities to mitigate our exposure to foreign currency exchange risk in certain instances through the use of currency exchange derivative instruments, including forward exchange contracts, or spot purchases. A forward exchange contract obligates us to exchange predetermined amounts of specified currencies at a stated

31


exchange rate on a stated date.

Item 4.
Controls and Procedures
We carried out an evaluation, under the supervision and with the participation of our management, including our President and Chief Executive Officer and our Senior Vice President, Chief Financial Officer and Treasurer, of the effectiveness of our disclosure controls and procedures pursuant to Rules 13a-15 or 15d-15 under the Securities Exchange Act of 1934 as of the end of the period covered by this report. Based upon that evaluation, our President and Chief Executive Officer and our Senior Vice President, Chief Financial Officer and Treasurer concluded that our disclosure controls and procedures are effective with respect to (i) the accumulation and communication to our management, including our Chief Executive Officer and our Chief Financial Officer, of information required to be disclosed by us in the reports that we submit under the Exchange Act, and (ii) the recording, processing, summarizing and reporting of such information within the time periods specified in the SEC's rules and forms.
There were no changes in our internal control over financial reporting that occurred during the three months ended March 31, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


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PART II. OTHER INFORMATION
Item 1.
Legal Proceedings
The 2014 Form 10-K, filed on February 25, 2015, contained a description of various legal proceedings in which we are involved, including environmental proceedings at our facilities in Calvert City. See Note 16 to the unaudited consolidated financial statements within this Quarterly Report on Form 10-Q for a description of certain of those proceedings, which information is incorporated by reference herein.
 
Item 1A.
Risk Factors
For a discussion of risk factors, please read Item 1A, "Risk Factors" in the 2014 Form 10-K. There have been no material changes from those risk factors, except as described below.
To service our indebtedness and fund our capital requirements, we will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control.
Our ability to make payments on and to refinance our indebtedness and to fund planned capital expenditures and pay cash dividends will depend on our ability to generate cash in the future, including any distributions that we may receive from Westlake Partners. This is subject to general economic, financial, currency, competitive, legislative, regulatory and other factors that are beyond our control. The U.S. Treasury Department and the IRS recently issued proposed regulations providing guidance on the meaning of "qualifying income" for activities involving natural resources. If the regulations were to become final in their current form, Westlake Partners would likely be treated as a corporation for U.S. federal income tax purposes following a ten-year transition period. If and when that occurs, Westlake Partners may distribute less cash to us and the other holders of its units.
Our business may not generate sufficient cash flow from operations, we may not receive sufficient distributions from Westlake Partners, currently anticipated cost savings and operating improvements may not be realized on schedule and future borrowings may not be available to us under our credit facility in an amount sufficient to enable us to pay our indebtedness or to fund our other liquidity needs. We also generate revenues denominated in currencies other than that of our indebtedness and may have difficulty converting those revenues into the currency of our indebtedness. We may need to refinance all or a portion of our indebtedness on or before maturity. In addition, we may not be able to refinance any of our indebtedness, including our credit facility and our senior notes, on commercially reasonable terms or at all. All of these factors could be magnified if we were to finance any future acquisitions with significant amounts of debt.
 
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
The following table provides information on our purchase of equity securities during the quarter ended March 31, 2015.
Period
 
Total Number
of Shares
Purchased (1) (2)
 
Average Price
Paid Per
Share
 
Total Number
of Shares
Purchased as Part
of Publicly
Announced Plans
or Programs (2)
 
Maximum Number
(or Approximate
Dollar Value) of
Shares that
May Yet Be
Purchased Under the
Plans or Programs (2)
January 2015
 
34,193

 
$
58.79

 
34,025

 
$
249,150,000

February 2015
 
34,622

 
$
66.79

 

 
$
249,150,000

March 2015
 

 
$

 

 
$
249,150,000

 
 
68,815

 
$
62.81

 
34,025

 
 
_____________
(1)
Represents shares withheld in satisfaction of withholding taxes due upon the vesting of restricted stock and restricted stock units granted to our employees under the 2013 Plan.
(2)
On August 22, 2011, we announced the authorization by our Board of Directors of a $100.0 million stock repurchase program (the "2011 Program"). In the first quarter of 2015, the Company repurchased 19,448 shares under the 2011 Program, bringing the total number of shares repurchased under this program to 1,944,161 at an aggregate purchase price of $100.0 million, the full amount of the 2011 Program. On November 21, 2014, the Company's Board of Directors approved an additional $250.0 million share repurchase program (the "2014 Program"). As of March 31, 2015, 14,577

33


shares of common stock had been acquired at an aggregate purchase price of $0.9 million under the 2014 Program. Decisions regarding the amount and the timing of purchases under the 2014 Program will be influenced by our cash on hand, our cash flow from operations, general market conditions and other factors. The 2014 Program may be discontinued by our Board of Directors at any time.
 
Item 6.
Exhibits
Exhibit No.
 
 
 
 
 
10.1
 
Senior Unsecured Revolving Credit Agreement between Westlake Chemical OpCo LP and Westlake Development Corporation (incorporated by reference to Exhibit 10.13 to Westlake Chemical Partners LP's Registration Statement on Form S-1 filed on June 30, 2014, File No. 1-36567)
 
 
 
10.2
 
Senior Unsecured Revolving Credit Agreement by and among Westlake Chemical Partners GP LLC and Westlake Chemical Finance Corporation, dated as of April 29, 2015 (incorporated by reference to Exhibit 10.1 to Westlake Chemical Partners LP's Current Report on Form 8-K filed on April 30, 2015, File No. 1-36567)
 
 
 
10.3†
 
Form of Stock Option Award Letter for 2015 Executive Officer Awards
 
 
 
10.4†
 
Form of Restricted Stock Units Award Letter for 2015 Executive Officer Awards
 
 
 
10.5†
 
Form of Long-Term Cash Performance Award Letter for 2015 Executive Officer Awards
 
 
 
31.1†
 
Rule 13a – 14(a) / 15d – 14(a) Certification (Principal Executive Officer)
 
 
 
31.2†
 
Rule 13a – 14(a) / 15d – 14(a) Certification (Principal Financial Officer)
 
 
 
32.1#
 
Section 1350 Certification (Principal Executive Officer and Principal Financial Officer)
 
 
 
99.1#
 
Unaudited Financial Statements of Non Wholly-Owned Subsidiary Guarantor (Westlake Chemical OpCo LP)
 
 
 
101.INS†
 
XBRL Instance Document
 
 
 
101.SCH†
 
XBRL Taxonomy Extension Schema Document
 
 
 
101.CAL†
 
XBRL Taxonomy Extension Calculation Linkbase Document
 
 
 
101.DEF†
 
XBRL Taxonomy Extension Definition Linkbase Document
 
 
 
101.LAB†
 
XBRL Taxonomy Extension Label Linkbase Document
 
 
 
101.PRE†
 
XBRL Taxonomy Extension Presentation Linkbase Document

______________________________
Filed herewith.
#
Furnished herewith.


34



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


 
 
 
 
WESTLAKE CHEMICAL CORPORATION
 
 
 
 
Date:
May 6, 2015
 
 
By:
 
/S/    ALBERT CHAO        
 
 
 
 
 
 
Albert Chao
 
 
 
 
 
 
President and Chief Executive Officer
(Principal Executive Officer)
 
 
 
 
Date:
May 6, 2015
 
 
By:
 
/S/    M. STEVEN BENDER        
 
 
 
 
 
 
M. Steven Bender
 
 
 
 
 
 
Senior Vice President, Chief Financial Officer
and Treasurer
(Principal Financial Officer)

35



EXHIBIT INDEX

Exhibit No.
 
Exhibit
 
 
 
10.1
 
Senior Unsecured Revolving Credit Agreement between Westlake Chemical OpCo LP and Westlake Development Corporation (incorporated by reference to Exhibit 10.13 to Westlake Chemical Partners LP's Registration Statement on Form S-1 filed on June 30, 2014, File No. 1-36567)
 
 
 
10.2
 
Senior Unsecured Revolving Credit Agreement by and among Westlake Chemical Partners GP LLC and Westlake Chemical Finance Corporation, dated as of April 29, 2015 (incorporated by reference to Exhibit 10.1 to Westlake Chemical Partners LP's Current Report on Form 8-K filed on April 30, 2015, File No. 1-36567)
 
 
 
10.3†
 
Form of Stock Option Award Letter for 2015 Executive Officer Awards
 
 
 
10.4†
 
Form of Restricted Stock Units Award Letter for 2015 Executive Officer Awards
 
 
 
10.5†
 
Form of Long-Term Cash Performance Award Letter for 2015 Executive Officer Awards
 
 
 
31.1†
 
Rule 13a – 14(a) / 15d – 14(a) Certification (Principal Executive Officer)
 
 
 
31.2†
 
Rule 13a – 14(a) / 15d – 14(a) Certification (Principal Financial Officer)
 
 
 
32.1#
 
Section 1350 Certification (Principal Executive Officer and Principal Financial Officer)
 
 
 
99.1#
 
Unaudited Financial Statements of Non Wholly-Owned Subsidiary Guarantor (Westlake Chemical OpCo LP)
 
 
 
101.INS†
 
XBRL Instance Document
 
 
 
101.SCH†
 
XBRL Taxonomy Extension Schema Document
 
 
 
101.CAL†
 
XBRL Taxonomy Extension Calculation Linkbase Document
 
 
 
101.DEF†
 
XBRL Taxonomy Extension Definition Linkbase Document
 
 
 
101.LAB†
 
XBRL Taxonomy Extension Label Linkbase Document
 
 
 
101.PRE†
 
XBRL Taxonomy Extension Presentation Linkbase Document

______________________________
Filed herewith.
#
Furnished herewith.


36