These terms and conditions govern your use of the website alphaminr.com and its related services.
These Terms and Conditions (“Terms”) are a binding contract between you and Alphaminr, (“Alphaminr”, “we”, “us” and “service”). You must agree to and accept the Terms. These Terms include the provisions in this document as well as those in the Privacy Policy. These terms may be modified at any time.
Your subscription will be on a month to month basis and automatically renew every month. You may terminate your subscription at any time through your account.
We will provide you with advance notice of any change in fees.
You represent that you are of legal age to form a binding contract. You are responsible for any
activity associated with your account. The account can be logged in at only one computer at a
time.
The Services are intended for your own individual use. You shall only use the Services in a
manner that complies with all laws. You may not use any automated software, spider or system to
scrape data from Alphaminr.
Alphaminr is not a financial advisor and does not provide financial advice of any kind. The service is provided “As is”. The materials and information accessible through the Service are solely for informational purposes. While we strive to provide good information and data, we make no guarantee or warranty as to its accuracy.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL ALPHAMINR BE LIABLE TO YOU FOR DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR INVESTMENT LOSSES, LOSS OF DATA, OR ACCURACY OF DATA, OR FOR ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (1) FIFTY DOLLARS OR (2) THE AMOUNTS PAID BY YOU TO ALPHAMINR IN THE SIX MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
If any provision of these Terms is found to be invalid under any applicable law, such provision shall not affect the validity or enforceability of the remaining provisions herein.
This privacy policy describes how we (“Alphaminr”) collect, use, share and protect your personal information when we provide our service (“Service”). This Privacy Policy explains how information is collected about you either directly or indirectly. By using our service, you acknowledge the terms of this Privacy Notice. If you do not agree to the terms of this Privacy Policy, please do not use our Service. You should contact us if you have questions about it. We may modify this Privacy Policy periodically.
When you register for our Service, we collect information from you such as your name, email address and credit card information.
Like many other websites we use “cookies”, which are small text files that are stored on your computer or other device that record your preferences and actions, including how you use the website. You can set your browser or device to refuse all cookies or to alert you when a cookie is being sent. If you delete your cookies, if you opt-out from cookies, some Services may not function properly. We collect information when you use our Service. This includes which pages you visit.
We use Google Analytics and we use Stripe for payment processing. We will not share the information we collect with third parties for promotional purposes. We may share personal information with law enforcement as required or permitted by law.
|
|
ý
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
For the Fiscal Year Ended December 31, 2012
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
For the Transition Period from to
|
|
|
Delaware
|
|
76-0346924
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
Title of each class
|
|
Name of each exchange on which registered
|
Common Stock, $0.01 par value
|
|
New York Stock Exchange, Inc.
|
|
Large accelerated filer
x
|
|
Accelerated filer
¨
|
|
Non-accelerated filer
¨
|
|
Smaller reporting company
¨
|
|
|
|
|
(Do not check if a smaller
reporting company)
|
|
|
Product
|
|
Annual Capacity
|
|
End Uses
|
|
|
|
(Millions of pounds)
|
|
|
|
Ethylene
|
|
2,500
|
|
|
Polyethylene, ethylene dichloride ("EDC"), styrene,
ethylene oxide/ethylene glycol
|
Low-Density Polyethylene ("LDPE")
|
|
1,500
|
|
|
High clarity packaging, shrink films, laundry and dry
cleaning bags, ice bags, frozen foods packaging, bakery
bags, coated paper board, cup stock, paper folding
cartons, lids, closures and general purpose molding
|
Linear Low-Density Polyethylene
("LLDPE")
|
|
980
|
|
|
Heavy-duty films and bags, general purpose liners
|
Styrene
|
|
570
|
|
|
Disposables, packaging material, appliances, paints and
coatings, resins and building materials
|
Product
(1)
|
|
Annual Capacity
(2)
|
|
End Uses
|
|
|
|
(Millions of pounds)
|
|
|
|
PVC
|
|
1,700
|
|
|
Construction materials including pipe, siding, profiles for
windows and doors, film and sheet for packaging and
other consumer applications
|
VCM
|
|
1,850
|
|
|
PVC
|
Chlorine
|
|
550
|
|
|
VCM, organic/inorganic chemicals, bleach
|
Caustic Soda
|
|
605
|
|
|
Pulp and paper, organic/inorganic chemicals,
neutralization, alumina
|
Ethylene
|
|
450
|
|
|
VCM
|
Building Products
|
|
1,072
|
|
|
Pipe: water and sewer, plumbing, irrigation, conduit;
window and door components; fence and deck
components
|
(1)
|
EDC, a VCM intermediate product, is not included in the table.
|
(2)
|
Annual capacity excludes total capacity of
145 million
pounds of PVC film and sheet,
300 million
pounds of PVC resin and
33 million
pounds of building products from the joint venture in China (in which we have a
59%
interest).
|
•
|
emissions to the air;
|
•
|
discharges to land or to surface and subsurface waters;
|
•
|
other releases into the environment;
|
•
|
remediation of contaminated sites;
|
•
|
generation, handling, storage, transportation, treatment and disposal of waste materials; and
|
•
|
maintenance of safe conditions in the workplace.
|
Category
|
|
Number
|
|
Olefins segment
|
|
719
|
|
Vinyls segment
|
|
1,049
|
|
Corporate and other
|
|
127
|
|
•
|
Kellogg Brown and Root technology and Chicago Bridge and Iron Lummus technology for our ethylene plants at Lake Charles;
|
•
|
Mobil/Badger technology for our styrene plant at Lake Charles;
|
•
|
Badger EBMax technology for our styrene plant at Lake Charles;
|
•
|
INEOS technology to produce LLDPE and HDPE at Lake Charles and Longview;
|
•
|
Aspen Technology technology for our advanced process control software;
|
•
|
Asahi Chemical membrane technology for our chlor-alkali plant at Calvert City; and
|
•
|
Chlorine Engineers membrane technology for our chlor-alkali plant at Geismar.
|
•
|
general economic conditions;
|
•
|
the level of business activity in the industries that use our products;
|
•
|
competitor action;
|
•
|
technological innovations;
|
•
|
currency fluctuations;
|
•
|
international events and circumstances;
|
•
|
war, terrorism and civil unrest;
|
•
|
governmental regulation in the United States and abroad;
|
•
|
severe weather and natural disasters; and
|
•
|
credit worthiness of customers and vendors.
|
•
|
product price;
|
•
|
technical support and customer service;
|
•
|
quality;
|
•
|
reliability of raw material and utility supply;
|
•
|
availability of potential substitute materials; and
|
•
|
product performance.
|
•
|
the emergence of new domestic and international competitors;
|
•
|
the rate of capacity additions by competitors;
|
•
|
changes in customer base due to mergers;
|
•
|
the intensification of price competition in our markets;
|
•
|
the introduction of new or substitute products by competitors;
|
•
|
the technological innovations of competitors; and
|
•
|
the adoption of new environmental laws and regulatory requirements.
|
•
|
pipeline leaks and ruptures;
|
•
|
explosions;
|
•
|
fires;
|
•
|
severe weather and natural disasters;
|
•
|
mechanical failure;
|
•
|
unscheduled downtime;
|
•
|
labor difficulties;
|
•
|
transportation interruptions;
|
•
|
chemical spills;
|
•
|
discharges or releases of toxic or hazardous substances or gases;
|
•
|
storage tank leaks;
|
•
|
other environmental risks; and
|
•
|
terrorist attacks.
|
•
|
unexpectedly long delivery times for, or shortages of, key equipment, parts or materials;
|
•
|
shortages of skilled labor and other personnel necessary to perform the work;
|
•
|
construction delays and performance issues;
|
•
|
failures or delays of third-party equipment vendors or service providers;
|
•
|
unforeseen increases in the cost of equipment, labor and raw materials;
|
•
|
work stoppages and other labor disputes;
|
•
|
unanticipated actual or purported change orders;
|
•
|
disputes with contractors and suppliers;
|
•
|
design and engineering problems;
|
•
|
latent damages or deterioration to equipment and machinery in excess of engineering estimates and assumptions;
|
•
|
financial or other difficulties of our contractors and suppliers;
|
•
|
interference from adverse weather conditions; and
|
•
|
difficulties in obtaining necessary permits or in meeting permit conditions.
|
•
|
a portion of our cash flow from operations will be dedicated to the payment of interest and principal on our debt and will not be available for other purposes, including the payment of dividends;
|
•
|
we may not be able to obtain necessary financing in the future for working capital, capital expenditures, acquisitions, debt service requirements or other purposes;
|
•
|
our less leveraged competitors could have a competitive advantage because they have greater flexibility to utilize their cash flow to improve their operations;
|
•
|
we may be exposed to risks inherent in interest rate fluctuations because some of our borrowings are at variable rates of interest, which would result in higher interest expense in the event of increases in interest rates;
|
•
|
we could be vulnerable in the event of a downturn in our business that would leave us less able to take advantage of significant business opportunities and to react to changes in our business and in market or industry conditions; and
|
•
|
should we pursue additional expansions of existing assets or acquisition of third party assets, we may not be able to obtain additional liquidity at cost effective interest rates.
|
•
|
pay dividends on, redeem or repurchase our capital stock;
|
•
|
make investments and other restricted payments;
|
•
|
incur additional indebtedness or issue preferred stock;
|
•
|
create liens;
|
•
|
permit dividend or other payment restrictions on our restricted subsidiaries;
|
•
|
sell all or substantially all of our assets or consolidate or merge with or into other companies;
|
•
|
engage in transactions with affiliates; and
|
•
|
engage in sale-leaseback transactions.
|
•
|
we may fail to integrate the businesses we acquire into a cohesive, efficient enterprise;
|
•
|
our resources, including management resources, are limited and may be strained if we engage in a significant number of acquisitions, and acquisitions may divert our management's attention from initiating or carrying out programs to save costs or enhance revenues; and
|
•
|
our failure to retain key employees and contracts of the businesses we acquire.
|
•
|
the composition of our board of directors and, through the board, any determination with respect to our business direction and policies, including the appointment and removal of officers and the determination of compensation;
|
•
|
any determinations with respect to mergers or other business combinations or the acquisition or disposition of assets;
|
•
|
our financing decisions, capital raising activities and the payment of dividends; and
|
•
|
amendments to our amended and restated certificate of incorporation or amended and restated bylaws.
|
•
|
business opportunities that may be presented to the principal stockholder affiliates and to our officers and directors associated with the principal stockholder affiliates, and competition between the principal stockholder affiliates and us within the same lines of business;
|
•
|
the solicitation and hiring of employees from each other; and
|
•
|
agreements with the principal stockholder affiliates relating to corporate services that may be material to our business.
|
•
|
future operating rates, margins, cash flow and demand for our products;
|
•
|
industry market outlook;
|
•
|
production capacities;
|
•
|
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 the expansion and feedstock conversion programs at our Lake Charles and Calvert City complexes;
|
•
|
timing, funding and results of the planned new chlor-alkali plant in Geismar;
|
•
|
health of our customer base;
|
•
|
pension plan 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 GHG emissions or to address other issues of climate change;
|
•
|
the utilization of net operating loss carryforwards;
|
•
|
effects of pending legal proceedings; and
|
•
|
timing of and amount of capital expenditures.
|
•
|
general economic and business conditions;
|
•
|
the cyclical nature of the chemical industry;
|
•
|
the availability, cost and volatility of raw materials and energy;
|
•
|
uncertainties associated with the United States and worldwide economies, including those due to political tensions in the Middle East and elsewhere;
|
•
|
current and potential governmental regulatory actions in the United States and regulatory actions and political unrest in other countries;
|
•
|
industry production capacity and operating rates;
|
•
|
the supply/demand balance for our products;
|
•
|
competitive products and pricing pressures;
|
•
|
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 implement our business strategies; and
|
•
|
creditworthiness of our customers.
|
Location
|
|
Principal Products
|
Lake Charles, Louisiana
|
|
Ethylene, polyethylene, styrene
|
Longview, Texas
(1)
|
|
Polyethylene, polyethylene wax
|
Calvert City, Kentucky
(2)
|
|
PVC, VCM, chlorine, caustic soda, ethylene, PVC pipe
|
Geismar, Louisiana
|
|
PVC, VCM and EDC
|
Booneville, Mississippi
|
|
PVC pipe
|
Greensboro, Georgia
|
|
PVC pipe
|
Janesville, Wisconsin
|
|
PVC pipe
|
Leola, Pennsylvania
|
|
PVC pipe
|
Litchfield, Illinois
|
|
PVC pipe
|
Wichita Falls, Texas
|
|
PVC pipe
|
Yucca, Arizona
|
|
PVC pipe
|
Evansville, Indiana
|
|
Fence and deck components
|
Calgary, Alberta, Canada
(3)
|
|
Window and door components
|
(1)
|
We lease the land on which our Longview facility is located.
|
(2)
|
We lease a portion of our Calvert City facility.
|
(3)
|
We lease our Calgary facility.
|
|
|
High
|
|
Low
|
|
Cash Dividends
Declared
|
|||||||
Year Ended December 31, 2012
|
|
|
|
|
|
|
|
||||||
4th Quarter
|
|
$
|
80.09
|
|
|
$
|
70.00
|
|
|
$
|
3.9375
|
|
(1)
|
3rd Quarter
|
|
75.51
|
|
|
52.11
|
|
|
0.1875
|
|
|
|||
2nd Quarter
|
|
65.62
|
|
|
48.68
|
|
|
0.0738
|
|
|
|||
1st Quarter
|
|
66.17
|
|
|
40.86
|
|
|
0.0738
|
|
|
|||
Year Ended December 31, 2011
|
|
|
|
|
|
|
|
||||||
4th Quarter
|
|
$
|
43.63
|
|
|
$
|
32.31
|
|
|
$
|
0.0738
|
|
|
3rd Quarter
|
|
54.91
|
|
|
34.28
|
|
|
0.0738
|
|
|
|||
2nd Quarter
|
|
66.18
|
|
|
48.76
|
|
|
0.0635
|
|
|
|||
1st Quarter
|
|
56.20
|
|
|
38.55
|
|
|
0.0635
|
|
|
(1)
|
On December 12, 2012, we paid a regular quarterly dividend of $0.1875 per share and a special dividend of $3.75 per share.
|
Period
|
|
Total Number
of Shares
Purchased
|
|
Average Price
Paid Per
Share
|
|
Total Number
of Shares
Purchased as Part
of Publicly
Announced Plans
or Programs
(1)
|
|
Maximum Number
(or Approximate
Dollar Value) of
Shares that
May Yet Be
Purchased Under the
Plans or Programs
(1)
|
||||||
October 2012
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
86,698,000
|
|
November 2012
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
86,698,000
|
|
December 2012
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
86,698,000
|
|
Total
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
|
(1)
|
On August 22, 2011, we announced the authorization by our Board of Directors of a $100.0 million stock repurchase program. As of
December 31, 2012
,
284,493
shares of our common stock had been acquired at an aggregate purchase price of approximately $13.3 million. Transaction fees and commissions are not reported in the average price paid per share in the table above. Decisions regarding the amount and the timing of purchases under the program will be influenced by our cash on hand, our cash flow from operations, general market conditions and other factors. The program may be discontinued by our Board of Directors at any time.
|
Plan Category
|
|
Number of securities
to be issued upon
exercise of outstanding options,
warrants and rights
(a)
|
|
Weighted-average
exercise price of
outstanding
options, warrants
and rights
(b)
|
|
Number of securities
remaining available
for future issuance under equity
compensation plans
(excluding securities
reflected in column
(a))
(c)
|
||||
Equity compensation plans approved by security holders
|
|
712,320
|
|
|
$
|
31.40
|
|
|
3,273,085
|
|
Equity compensation plans not approved by security holders
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
Total
|
|
712,320
|
|
|
$
|
—
|
|
|
3,273,085
|
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||
|
|
(dollars in thousands, except per share and volume data)
|
||||||||||||||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$
|
3,571,041
|
|
|
$
|
3,619,848
|
|
|
$
|
3,171,787
|
|
|
$
|
2,325,723
|
|
|
$
|
3,692,353
|
|
Gross profit
|
|
736,960
|
|
|
559,006
|
|
|
482,683
|
|
|
195,128
|
|
|
69,368
|
|
|||||
Selling, general and administrative expenses
|
|
121,609
|
|
|
112,210
|
|
|
104,319
|
|
|
87,871
|
|
|
98,908
|
|
|||||
Income (loss) from operations
|
|
615,351
|
|
|
446,796
|
|
|
378,364
|
|
|
107,257
|
|
|
(29,540
|
)
|
|||||
Interest expense
|
|
(43,049
|
)
|
|
(50,992
|
)
|
|
(39,875
|
)
|
|
(34,957
|
)
|
|
(33,957
|
)
|
|||||
Debt retirement costs
|
|
(7,082
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Gain from sales of equity securities
|
|
16,429
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other income, net
(2)
|
|
3,520
|
|
|
5,628
|
|
|
4,471
|
|
|
6,453
|
|
|
5,475
|
|
|||||
Income (loss) before income taxes
|
|
585,169
|
|
|
401,432
|
|
|
342,960
|
|
|
78,753
|
|
|
(58,022
|
)
|
|||||
Provision for (benefit from) income taxes
|
|
199,614
|
|
|
142,466
|
|
|
121,567
|
|
|
25,758
|
|
|
(28,479
|
)
|
|||||
Net income (loss)
|
|
$
|
385,555
|
|
|
$
|
258,966
|
|
|
$
|
221,393
|
|
|
$
|
52,995
|
|
|
$
|
(29,543
|
)
|
Earnings (Loss) Per Share Information:
(3)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
$
|
5.78
|
|
|
$
|
3.89
|
|
|
$
|
3.35
|
|
|
$
|
0.80
|
|
|
$
|
(0.45
|
)
|
Diluted
|
|
$
|
5.75
|
|
|
$
|
3.87
|
|
|
$
|
3.34
|
|
|
$
|
0.80
|
|
|
$
|
(0.45
|
)
|
Weighted average shares outstanding
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
66,289,429
|
|
|
65,927,421
|
|
|
65,472,875
|
|
|
65,323,101
|
|
|
65,273,485
|
|
|||||
Diluted
|
|
66,641,495
|
|
|
66,300,158
|
|
|
65,676,664
|
|
|
65,421,390
|
|
|
65,273,485
|
|
|||||
Balance Sheet Data (end of period):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
790,078
|
|
|
$
|
825,901
|
|
|
$
|
630,299
|
|
|
$
|
245,592
|
|
|
$
|
90,239
|
|
Marketable securities
|
|
124,873
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Restricted cash
|
|
—
|
|
|
96,283
|
|
|
150,288
|
|
|
101,149
|
|
|
134,432
|
|
|||||
Working capital
(4)
|
|
1,352,903
|
|
|
1,391,561
|
|
|
1,152,382
|
|
|
701,812
|
|
|
586,701
|
|
|||||
Total assets
|
|
3,412,196
|
|
|
3,266,821
|
|
|
2,954,144
|
|
|
2,446,356
|
|
|
2,286,989
|
|
|||||
Total debt
|
|
763,761
|
|
|
764,563
|
|
|
764,482
|
|
|
515,400
|
|
|
510,319
|
|
|||||
Stockholders' equity
|
|
1,872,256
|
|
|
1,756,312
|
|
|
1,505,070
|
|
|
1,284,982
|
|
|
1,239,060
|
|
|||||
Cash dividends declared per share
(5)
|
|
$
|
4.2725
|
|
|
$
|
0.2746
|
|
|
$
|
0.2420
|
|
|
$
|
0.2200
|
|
|
$
|
0.2050
|
|
Other Operating Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flow from:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating activities
|
|
$
|
624,054
|
|
|
$
|
362,296
|
|
|
$
|
283,284
|
|
|
$
|
235,522
|
|
|
$
|
186,089
|
|
Investing activities
|
|
(466,971
|
)
|
|
(202,785
|
)
|
|
(80,275
|
)
|
|
(103,186
|
)
|
|
(171,952
|
)
|
|||||
Financing activities
|
|
(192,906
|
)
|
|
36,091
|
|
|
181,698
|
|
|
23,017
|
|
|
51,188
|
|
|||||
Depreciation and amortization
|
|
144,541
|
|
|
131,397
|
|
|
128,732
|
|
|
123,199
|
|
|
111,926
|
|
|||||
Capital expenditures
|
|
386,882
|
|
|
176,843
|
|
|
81,269
|
|
|
99,769
|
|
|
172,561
|
|
|||||
EBITDA
(6)
|
|
772,759
|
|
|
583,821
|
|
|
511,567
|
|
|
236,909
|
|
|
87,861
|
|
|||||
External Sales Volume (millions of
pounds):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Olefins Segment
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Polyethylene
|
|
2,230
|
|
|
2,272
|
|
|
2,320
|
|
|
2,211
|
|
|
2,231
|
|
|||||
Styrene, feedstock and other
|
|
925
|
|
|
753
|
|
|
938
|
|
|
741
|
|
|
971
|
|
|||||
Vinyls Segment
|
|
|
|
|
|
|
|
|
|
|
||||||||||
PVC, caustic soda and other
|
|
1,822
|
|
|
1,749
|
|
|
1,542
|
|
|
1,346
|
|
|
1,538
|
|
|||||
Building products
|
|
423
|
|
|
403
|
|
|
593
|
|
|
613
|
|
|
627
|
|
(1)
|
The historical selected financial and operational data should be read together with Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations, and Item 8, Financial Statements and Supplementary Data included in this Form 10-K.
|
(2)
|
Other income, net is composed of interest income, equity income or loss, foreign exchange currency gains or losses, management fee income and other gains and losses.
|
(3)
|
As a result of an accounting standards update on earnings per share regarding participating securities that became effective on January 1, 2009, the Company is required to compute basic and diluted earnings per share under the two-class method. Accordingly, the weighted average shares for the year ended December 31, 2008 has been retrospectively adjusted and the loss per share calculation for the year ended December 31, 2008 has also been amended to reflect the new computation. The loss per share for the year ended December 31, 2008 has been adjusted, as necessary.
|
(4)
|
Working capital equals current assets less current liabilities.
|
(5)
|
Cash dividends declared for the year ended December 31, 2012 includes a special dividend of $3.75 per share paid on December 12, 2012.
|
(6)
|
EBITDA (a non-GAAP financial measure) is calculated as net income before interest expense, income taxes, depreciation and amortization. The body of accounting principles generally accepted in the United States is commonly referred to as "GAAP." For this purpose a non-GAAP financial measure is generally defined by the SEC as one that purports to measure historical and future financial performance, financial position or cash flows, but excludes or includes amounts that would not be so adjusted in the most comparable GAAP measures. We have included EBITDA in this Form 10-K because our management considers it an important supplemental measure of our performance and believes that it is frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry, some of which present EBITDA when reporting their results. We regularly evaluate our performance as compared to other companies in our industry that have different financing and capital structures and/or tax rates by using EBITDA. EBITDA allows for meaningful company-to-company performance comparisons by adjusting for factors such as interest expense, depreciation and amortization and taxes, which often vary from company to company. In addition, we utilize EBITDA in evaluating acquisition targets. Management also believes that EBITDA is a useful tool for measuring our ability to meet our future debt service, capital expenditures and working capital requirements, and EBITDA is commonly used by us and our investors to measure our ability to service indebtedness. EBITDA is not a substitute for the GAAP measures of earnings or of cash flow and is not necessarily a measure of our ability to fund our cash needs. In addition, it should be noted that companies calculate EBITDA differently and, therefore, EBITDA as presented in this Form 10-K may not be comparable to EBITDA reported by other companies. EBITDA has material limitations as a performance measure because it excludes (1) interest expense, which is a necessary element of our costs and ability to generate revenues because we have borrowed money to finance our operations, (2) depreciation, which is a necessary element of our costs and ability to generate revenues because we use capital assets and (3) income taxes, which is a necessary element of our operations. We compensate for these limitations by relying primarily on our GAAP results and using EBITDA only supplementally. The following table reconciles EBITDA to net income (loss) and to cash flow from operating activities.
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||
|
|
(dollars in thousands)
|
||||||||||||||||||
EBITDA
|
|
$
|
772,759
|
|
|
$
|
583,821
|
|
|
$
|
511,567
|
|
|
$
|
236,909
|
|
|
$
|
87,861
|
|
Less:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
(Provision for) benefit from income taxes
|
|
(199,614
|
)
|
|
(142,466
|
)
|
|
(121,567
|
)
|
|
(25,758
|
)
|
|
28,479
|
|
|||||
Interest expense
|
|
(43,049
|
)
|
|
(50,992
|
)
|
|
(39,875
|
)
|
|
(34,957
|
)
|
|
(33,957
|
)
|
|||||
Depreciation and amortization
|
|
(144,541
|
)
|
|
(131,397
|
)
|
|
(128,732
|
)
|
|
(123,199
|
)
|
|
(111,926
|
)
|
|||||
Net income (loss)
|
|
385,555
|
|
|
258,966
|
|
|
221,393
|
|
|
52,995
|
|
|
(29,543
|
)
|
|||||
Changes in operating assets and liabilities
|
|
244,683
|
|
|
76,898
|
|
|
40,134
|
|
|
143,813
|
|
|
204,818
|
|
|||||
Equity in loss (income) of joint ventures
|
|
3,005
|
|
|
(427
|
)
|
|
(2,212
|
)
|
|
(3,818
|
)
|
|
(621
|
)
|
|||||
Deferred income taxes
|
|
(5,793
|
)
|
|
14,114
|
|
|
14,153
|
|
|
31,207
|
|
|
(13,879
|
)
|
|||||
Write-off of debt issuance costs
|
|
1,277
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Impairment of long-lived assets
|
|
—
|
|
|
1,975
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Gain from sales of equity securities
|
|
(16,429
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Loss from disposition of fixed assets
|
|
3,886
|
|
|
1,375
|
|
|
581
|
|
|
2,711
|
|
|
4,900
|
|
|||||
Stock-based compensation expense
|
|
6,127
|
|
|
6,391
|
|
|
6,164
|
|
|
5,638
|
|
|
4,178
|
|
|||||
Amortization of debt issuance costs
|
|
1,514
|
|
|
1,683
|
|
|
2,154
|
|
|
1,461
|
|
|
954
|
|
|||||
Provision for doubtful accounts
|
|
229
|
|
|
1,321
|
|
|
917
|
|
|
1,970
|
|
|
15,282
|
|
|||||
Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(455
|
)
|
|
—
|
|
|||||
Cash flow from operating activities
|
|
$
|
624,054
|
|
|
$
|
362,296
|
|
|
$
|
283,284
|
|
|
$
|
235,522
|
|
|
$
|
186,089
|
|
•
|
the availability of feedstock from shale gas and oil drilling;
|
•
|
shortages of raw materials due to increasing demand;
|
•
|
ethane, propane and liquefied natural gas exports;
|
•
|
capacity constraints due to construction delays, strike action or involuntary shutdowns;
|
•
|
the general level of business and economic activity; and
|
•
|
the direct or indirect effect of governmental regulation.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
|
(dollars in thousands, except per share data)
|
||||||||||
Net external sales
|
|
|
|
|
|
|
||||||
Olefins
|
|
|
|
|
|
|
||||||
Polyethylene
|
|
$
|
1,658,551
|
|
|
$
|
1,772,144
|
|
|
$
|
1,656,203
|
|
Styrene, feedstock and other
|
|
841,427
|
|
|
795,698
|
|
|
605,009
|
|
|||
Total olefins
|
|
2,499,978
|
|
|
2,567,842
|
|
|
2,261,212
|
|
|||
Vinyls
|
|
|
|
|
|
|
||||||
PVC, caustic soda and other
|
|
743,275
|
|
|
757,314
|
|
|
558,156
|
|
|||
Building products
|
|
327,788
|
|
|
294,692
|
|
|
352,419
|
|
|||
Total vinyls
|
|
1,071,063
|
|
|
1,052,006
|
|
|
910,575
|
|
|||
Total
|
|
$
|
3,571,041
|
|
|
$
|
3,619,848
|
|
|
$
|
3,171,787
|
|
|
|
|
|
|
|
|
||||||
Income (loss) from operations
|
|
|
|
|
|
|
||||||
Olefins
|
|
$
|
552,762
|
|
|
$
|
459,266
|
|
|
$
|
460,027
|
|
Vinyls
|
|
85,942
|
|
|
4,012
|
|
|
(62,429
|
)
|
|||
Corporate and other
|
|
(23,353
|
)
|
|
(16,482
|
)
|
|
(19,234
|
)
|
|||
Total income from operations
|
|
615,351
|
|
|
446,796
|
|
|
378,364
|
|
|||
Interest expense
|
|
(43,049
|
)
|
|
(50,992
|
)
|
|
(39,875
|
)
|
|||
Debt retirement costs
|
|
(7,082
|
)
|
|
—
|
|
|
—
|
|
|||
Gain from sales of equity securities
|
|
16,429
|
|
|
—
|
|
|
—
|
|
|||
Other income, net
|
|
3,520
|
|
|
5,628
|
|
|
4,471
|
|
|||
Provision for income taxes
|
|
199,614
|
|
|
142,466
|
|
|
121,567
|
|
|||
Net income
|
|
$
|
385,555
|
|
|
$
|
258,966
|
|
|
$
|
221,393
|
|
Earnings per diluted share
|
|
$
|
5.75
|
|
|
$
|
3.87
|
|
|
$
|
3.34
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
||||||||
|
|
Average Sales
Price
|
|
Volume
|
|
Average Sales
Price
|
|
Volume
|
||||
Product sales price and volume percentage change
from prior year
|
|
|
|
|
|
|
|
|
||||
Olefins
|
|
-6.9
|
%
|
|
+4.3
|
%
|
|
+16.1
|
%
|
|
-2.6
|
%
|
Vinyls
|
|
-3.3
|
%
|
|
+5.1
|
%
|
|
+19.2
|
%
|
|
-3.7
|
%
|
Company average
|
|
-5.9
|
%
|
|
+4.5
|
%
|
|
+17.0
|
%
|
|
-2.9
|
%
|
|
|
Year Ended December 31,
|
|||||||
|
|
2012
|
|
2011
|
|
2010
|
|||
Average industry prices
(1)
|
|
|
|
|
|
|
|||
Ethane (cents/lb)
|
|
13.4
|
|
|
25.8
|
|
|
20.2
|
|
Propane (cents/lb)
|
|
23.7
|
|
|
34.6
|
|
|
27.6
|
|
Ethylene (cents/lb)
(2)
|
|
56.9
|
|
|
55.7
|
|
|
44.5
|
|
Polyethylene (cents/lb)
(3)
|
|
94.3
|
|
|
97.3
|
|
|
88.7
|
|
Styrene (cents/lb)
(4)
|
|
77.0
|
|
|
71.9
|
|
|
62.7
|
|
Caustic ($/short ton)
(5)
|
|
607.5
|
|
|
547.5
|
|
|
365.4
|
|
Chlorine ($/short ton)
(6)
|
|
264.8
|
|
|
330.2
|
|
|
322.9
|
|
PVC (cents/lb)
(7)
|
|
55.3
|
|
|
52.0
|
|
|
43.3
|
|
(1)
|
Industry pricing data was obtained through 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 acquisition prices of caustic soda (diaphragm grade) 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. During the first quarter of 2012, IHS Chemical made a 23 cents per pound non-market downward adjustment to PVC resin prices. For comparability, we adjusted both prior year periods' PVC resin price downward by 23 cents per pound consistent with the IHS Chemical non-market adjustment.
|
|
|
Payment Due by Period
|
||||||||||||||||||
|
|
Total
|
|
2013
|
|
2014-2015
|
|
2016-2017
|
|
Thereafter
|
||||||||||
|
|
(dollars in millions)
|
||||||||||||||||||
Contractual Obligations
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt
|
|
$
|
763.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
763.8
|
|
Operating leases
|
|
99.8
|
|
|
19.5
|
|
|
31.6
|
|
|
22.6
|
|
|
26.1
|
|
|||||
Pension benefits funding
|
|
3.3
|
|
|
2.1
|
|
|
1.2
|
|
|
—
|
|
|
—
|
|
|||||
Post-retirement healthcare benefits
|
|
16.4
|
|
|
1.8
|
|
|
4.0
|
|
|
4.1
|
|
|
6.5
|
|
|||||
Unconditional purchase obligations
|
|
299.8
|
|
|
77.2
|
|
|
78.3
|
|
|
40.7
|
|
|
103.6
|
|
|||||
Interest payments
|
|
758.3
|
|
|
42.4
|
|
|
84.8
|
|
|
84.8
|
|
|
546.3
|
|
|||||
Total
|
|
$
|
1,941.4
|
|
|
$
|
143.0
|
|
|
$
|
199.9
|
|
|
$
|
152.2
|
|
|
$
|
1,446.3
|
|
Other Commercial Commitments
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Standby letters of credit
|
|
$
|
16.2
|
|
|
$
|
16.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Item 8.
|
Financial Statements and Supplementary Data
|
|
Page
|
|
|
Management's Report on Internal Control over Financial Reporting
|
|
Report of Independent Registered Public Accounting Firm
|
|
Consolidated Financial Statements:
|
|
Consolidated Balance Sheets as of December 31, 2012 and 2011
|
|
Consolidated Statements of Operations for the Years Ended December 31, 2012, 2011 and 2010
|
|
Consolidated Statements of Comprehensive Income for the Years Ended
December 31, 2012, 2011 and 2010
|
|
Consolidated Statements of Changes in Stockholders' Equity for the Years Ended
December 31, 2012, 2011 and 2010
|
|
Consolidated Statements of Cash Flows for the Years Ended December 31, 2012, 2011 and 2010
|
|
Notes to Consolidated Financial Statements
|
|
Financial Statement Schedule II—Valuation and Qualifying Accounts
|
|
|
December 31,
|
||||||
|
|
2012
|
|
2011
|
||||
|
|
(in thousands of dollars, except
par values and share amounts)
|
||||||
ASSETS
|
|
|
|
|
||||
Current assets
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
790,078
|
|
|
$
|
825,901
|
|
Marketable securities
|
|
124,873
|
|
|
—
|
|
||
Accounts receivable, net
|
|
400,159
|
|
|
407,372
|
|
||
Inventories
|
|
399,298
|
|
|
490,777
|
|
||
Prepaid expenses and other current assets
|
|
14,700
|
|
|
12,495
|
|
||
Deferred income taxes
|
|
22,305
|
|
|
19,611
|
|
||
Total current assets
|
|
1,751,413
|
|
|
1,756,156
|
|
||
Property, plant and equipment, net
|
|
1,510,048
|
|
|
1,232,066
|
|
||
Equity investments
|
|
43,736
|
|
|
46,741
|
|
||
Restricted cash
|
|
—
|
|
|
96,283
|
|
||
Other assets, net
|
|
|
|
|
||||
Intangible assets, net
|
|
48,292
|
|
|
49,063
|
|
||
Deferred charges and other assets, net
|
|
58,707
|
|
|
86,512
|
|
||
Total other assets, net
|
|
106,999
|
|
|
135,575
|
|
||
Total assets
|
|
$
|
3,412,196
|
|
|
$
|
3,266,821
|
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
||||
Current liabilities
|
|
|
|
|
||||
Accounts payable
|
|
$
|
217,050
|
|
|
$
|
227,034
|
|
Accrued liabilities
|
|
181,460
|
|
|
137,561
|
|
||
Total current liabilities
|
|
398,510
|
|
|
364,595
|
|
||
Long-term debt
|
|
763,761
|
|
|
764,563
|
|
||
Deferred income taxes
|
|
326,290
|
|
|
330,791
|
|
||
Other liabilities
|
|
51,379
|
|
|
50,560
|
|
||
Total liabilities
|
|
1,539,940
|
|
|
1,510,509
|
|
||
Commitments and contingencies (Notes 7 and 18)
|
|
|
|
|
|
|
||
Stockholders' equity
|
|
|
|
|
||||
Preferred stock, $0.01 par value, 50,000,000 shares authorized; no shares
issued and outstanding
|
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value, 150,000,000 shares authorized; 67,187,224
and 66,601,909 shares issued at December 31, 2012 and 2011, respectively
|
|
672
|
|
|
666
|
|
||
Common stock, held in treasury, at cost; 284,493 and 69,816 shares
at December 31, 2012 and 2011, respectively
|
|
(13,302
|
)
|
|
(2,518
|
)
|
||
Additional paid-in capital
|
|
496,254
|
|
|
467,796
|
|
||
Retained earnings
|
|
1,399,472
|
|
|
1,299,438
|
|
||
Accumulated other comprehensive loss
|
|
(10,840
|
)
|
|
(9,070
|
)
|
||
Total stockholders' equity
|
|
1,872,256
|
|
|
1,756,312
|
|
||
Total liabilities and stockholders' equity
|
|
$
|
3,412,196
|
|
|
$
|
3,266,821
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
|
(in thousands of dollars,
except share amounts and per share data)
|
||||||||||
Net sales
|
|
$
|
3,571,041
|
|
|
$
|
3,619,848
|
|
|
$
|
3,171,787
|
|
Cost of sales
|
|
2,834,081
|
|
|
3,060,842
|
|
|
2,689,104
|
|
|||
Gross profit
|
|
736,960
|
|
|
559,006
|
|
|
482,683
|
|
|||
Selling, general and administrative expenses
|
|
121,609
|
|
|
112,210
|
|
|
104,319
|
|
|||
Income from operations
|
|
615,351
|
|
|
446,796
|
|
|
378,364
|
|
|||
Other income (expense)
|
|
|
|
|
|
|
||||||
Interest expense
|
|
(43,049
|
)
|
|
(50,992
|
)
|
|
(39,875
|
)
|
|||
Debt retirement costs
|
|
(7,082
|
)
|
|
—
|
|
|
—
|
|
|||
Gain from sales of equity securities
|
|
16,429
|
|
|
—
|
|
|
—
|
|
|||
Other income, net
|
|
3,520
|
|
|
5,628
|
|
|
4,471
|
|
|||
Income before income taxes
|
|
585,169
|
|
|
401,432
|
|
|
342,960
|
|
|||
Provision for income taxes
|
|
199,614
|
|
|
142,466
|
|
|
121,567
|
|
|||
Net income
|
|
$
|
385,555
|
|
|
$
|
258,966
|
|
|
$
|
221,393
|
|
|
|
|
|
|
|
|
||||||
Earnings per common share:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
5.78
|
|
|
$
|
3.89
|
|
|
$
|
3.35
|
|
Diluted
|
|
$
|
5.75
|
|
|
$
|
3.87
|
|
|
$
|
3.34
|
|
|
|
|
|
|
|
|
||||||
Weighted average shares outstanding:
|
|
|
|
|
|
|
||||||
Basic
|
|
66,289,429
|
|
|
65,927,421
|
|
|
65,472,875
|
|
|||
Diluted
|
|
66,641,495
|
|
|
66,300,158
|
|
|
65,676,664
|
|
|||
|
|
|
|
|
|
|
||||||
Dividends per common share
|
|
$
|
4.2725
|
|
|
$
|
0.2746
|
|
|
$
|
0.2420
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
|
(in thousands of dollars)
|
||||||||||
Net income
|
|
$
|
385,555
|
|
|
$
|
258,966
|
|
|
$
|
221,393
|
|
Other comprehensive (loss) income, net of income taxes
|
|
|
|
|
|
|
||||||
Pension and other post-retirement benefits liability
|
|
|
|
|
|
|
||||||
Pension and other post-retirement reserves
adjustment (excluding amortization)
|
|
(4,301
|
)
|
|
(6,620
|
)
|
|
2,177
|
|
|||
Amortization of benefits liability
|
|
2,340
|
|
|
1,985
|
|
|
2,277
|
|
|||
Income tax provision on pension and other
post-retirement benefits liability
|
|
753
|
|
|
1,820
|
|
|
(926
|
)
|
|||
Foreign currency translation adjustments
|
|
623
|
|
|
(407
|
)
|
|
944
|
|
|||
Available-for-sale investments
|
|
|
|
|
|
|
||||||
Unrealized holding gains on investments
|
|
14,582
|
|
|
1,848
|
|
|
—
|
|
|||
Income tax provision on unrealized holding gains
|
|
(5,229
|
)
|
|
(663
|
)
|
|
—
|
|
|||
Reclassification of net realized gain to net income
|
|
(10,538
|
)
|
|
—
|
|
|
—
|
|
|||
Other comprehensive (loss) income
|
|
(1,770
|
)
|
|
(2,037
|
)
|
|
4,472
|
|
|||
Comprehensive income
|
|
$
|
383,785
|
|
|
$
|
256,929
|
|
|
$
|
225,865
|
|
|
|
Common Stock
|
|
Common Stock,
Held in Treasury
|
|
|
|
|
|
Accumulated Other Comprehensive
Income (Loss)
|
|
|
||||||||||||||||||||||||||
|
|
Number of
Shares
|
|
Amount
|
|
Number of
Shares
|
|
At Cost
|
|
Additional
Paid-in
Capital
|
|
Retained
Earnings
|
|
Benefits
Liability,
Net of Tax
|
|
Cumulative
Foreign
Currency
Exchange
|
|
Net
Unrealized
Holding
Gains on
Investments,
Net of Tax
|
|
Total
|
||||||||||||||||||
|
|
(in thousands of dollars, except share amounts)
|
||||||||||||||||||||||||||||||||||||
Balances at December 31, 2009
|
|
65,979,951
|
|
|
$
|
660
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
442,469
|
|
|
$
|
853,358
|
|
|
$
|
(15,856
|
)
|
|
$
|
4,351
|
|
|
$
|
—
|
|
|
$
|
1,284,982
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
221,393
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
221,393
|
|
||||||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,528
|
|
|
944
|
|
|
—
|
|
|
4,472
|
|
||||||||
Stock options exercised
|
|
173,014
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
3,745
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,747
|
|
||||||||
Stock-based compensation, net of
tax on stock options exercised
|
|
103,179
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
6,489
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,490
|
|
||||||||
Dividends paid
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,014
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,014
|
)
|
||||||||
Balances at December 31, 2010
|
|
66,256,144
|
|
|
663
|
|
|
—
|
|
|
—
|
|
|
452,703
|
|
|
1,058,737
|
|
|
(12,328
|
)
|
|
5,295
|
|
|
—
|
|
|
1,505,070
|
|
||||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
258,966
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
258,966
|
|
||||||||
Other comprehensive (loss)
income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,815
|
)
|
|
(407
|
)
|
|
1,185
|
|
|
(2,037
|
)
|
||||||||
Common stock repurchased
|
|
—
|
|
|
—
|
|
|
69,816
|
|
|
(2,518
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,518
|
)
|
||||||||
Stock options exercised
|
|
274,872
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
5,341
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,344
|
|
||||||||
Stock-based compensation, net of
tax on stock options exercised
|
|
70,893
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,752
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,752
|
|
||||||||
Dividends paid
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18,265
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18,265
|
)
|
||||||||
Balances at December 31, 2011
|
|
66,601,909
|
|
|
666
|
|
|
69,816
|
|
|
(2,518
|
)
|
|
467,796
|
|
|
1,299,438
|
|
|
(15,143
|
)
|
|
4,888
|
|
|
1,185
|
|
|
1,756,312
|
|
||||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
385,555
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
385,555
|
|
||||||||
Other comprehensive (loss)
income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,208
|
)
|
|
623
|
|
|
(1,185
|
)
|
|
(1,770
|
)
|
||||||||
Common stock repurchased
|
|
—
|
|
|
—
|
|
|
214,677
|
|
|
(10,784
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,784
|
)
|
||||||||
Stock options exercised
|
|
522,425
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
10,364
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,369
|
|
||||||||
Stock-based compensation, net of
tax on stock options exercised
|
|
62,890
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
18,094
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,095
|
|
||||||||
Dividends paid
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
(285,521
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(285,521
|
)
|
||||||||
Balances at December 31, 2012
|
|
67,187,224
|
|
|
$
|
672
|
|
|
284,493
|
|
|
$
|
(13,302
|
)
|
|
$
|
496,254
|
|
|
$
|
1,399,472
|
|
|
$
|
(16,351
|
)
|
|
$
|
5,511
|
|
|
$
|
—
|
|
|
$
|
1,872,256
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
|
(in thousands of dollars)
|
||||||||||
Cash flows from operating activities
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
385,555
|
|
|
$
|
258,966
|
|
|
$
|
221,393
|
|
Adjustments to reconcile net income to net cash provided by
operating activities
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
144,541
|
|
|
131,397
|
|
|
128,732
|
|
|||
Provision for doubtful accounts
|
|
229
|
|
|
1,321
|
|
|
917
|
|
|||
Amortization of debt issuance costs
|
|
1,514
|
|
|
1,683
|
|
|
2,154
|
|
|||
Stock-based compensation expense
|
|
6,127
|
|
|
6,391
|
|
|
6,164
|
|
|||
Loss from disposition of fixed assets
|
|
3,886
|
|
|
1,375
|
|
|
581
|
|
|||
Gain from sales of equity securities
|
|
(16,429
|
)
|
|
—
|
|
|
—
|
|
|||
Impairment of long-lived assets
|
|
—
|
|
|
1,975
|
|
|
—
|
|
|||
Write-off of debt issuance costs
|
|
1,277
|
|
|
—
|
|
|
—
|
|
|||
Deferred income taxes
|
|
(5,793
|
)
|
|
14,114
|
|
|
14,153
|
|
|||
Equity in loss (income) of joint ventures
|
|
3,005
|
|
|
(427
|
)
|
|
(2,212
|
)
|
|||
Changes in operating assets and liabilities
|
|
|
|
|
|
|
||||||
Accounts receivable
|
|
6,450
|
|
|
(45,766
|
)
|
|
(33,478
|
)
|
|||
Inventories
|
|
91,479
|
|
|
(40,749
|
)
|
|
(80,611
|
)
|
|||
Prepaid expenses and other current assets
|
|
(2,205
|
)
|
|
2,987
|
|
|
(7,217
|
)
|
|||
Accounts payable
|
|
(12,725
|
)
|
|
20,311
|
|
|
25,644
|
|
|||
Accrued liabilities
|
|
32,381
|
|
|
18,785
|
|
|
9,910
|
|
|||
Other, net
|
|
(15,238
|
)
|
|
(10,067
|
)
|
|
(2,846
|
)
|
|||
Net cash provided by operating activities
|
|
624,054
|
|
|
362,296
|
|
|
283,284
|
|
|||
Cash flows from investing activities
|
|
|
|
|
|
|
||||||
Additions to equity investments
|
|
—
|
|
|
—
|
|
|
(10,177
|
)
|
|||
Additions to property, plant and equipment
|
|
(386,882
|
)
|
|
(176,843
|
)
|
|
(81,269
|
)
|
|||
Construction of assets pending sale-leaseback
|
|
(4,308
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from disposition of assets
|
|
471
|
|
|
2,880
|
|
|
914
|
|
|||
Proceeds from repayment of loan to affiliate
|
|
1,192
|
|
|
1,192
|
|
|
763
|
|
|||
Proceeds from sale-leaseback of assets
|
|
2,304
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from sales of equity securities
|
|
47,655
|
|
|
—
|
|
|
—
|
|
|||
Purchase of securities and other investments
|
|
(127,834
|
)
|
|
(30,265
|
)
|
|
—
|
|
|||
Settlements of derivative instruments
|
|
431
|
|
|
251
|
|
|
9,494
|
|
|||
Net cash used for investing activities
|
|
(466,971
|
)
|
|
(202,785
|
)
|
|
(80,275
|
)
|
|||
Cash flows from financing activities
|
|
|
|
|
|
|
||||||
Capitalized debt issuance costs
|
|
(2,221
|
)
|
|
(2,697
|
)
|
|
(3,331
|
)
|
|||
Dividends paid
|
|
(285,521
|
)
|
|
(18,265
|
)
|
|
(16,014
|
)
|
|||
Proceeds from debt issuance
|
|
248,818
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from exercise of stock options
|
|
10,369
|
|
|
5,344
|
|
|
3,745
|
|
|||
Repayment of debt
|
|
(250,000
|
)
|
|
—
|
|
|
—
|
|
|||
Repurchase of common stock for treasury
|
|
(10,784
|
)
|
|
(2,518
|
)
|
|
—
|
|
|||
Utilization of restricted cash
|
|
96,433
|
|
|
54,227
|
|
|
197,298
|
|
|||
Net cash (used for) provided by financing activities
|
|
(192,906
|
)
|
|
36,091
|
|
|
181,698
|
|
|||
Net (decrease) increase in cash and cash equivalents
|
|
(35,823
|
)
|
|
195,602
|
|
|
384,707
|
|
|||
Cash and cash equivalents at beginning of the year
|
|
825,901
|
|
|
630,299
|
|
|
245,592
|
|
|||
Cash and cash equivalents at end of the year
|
|
$
|
790,078
|
|
|
$
|
825,901
|
|
|
$
|
630,299
|
|
Classification
|
Years
|
Buildings and improvements
|
25
|
Plant and equipment
|
25
|
Ethylene pipeline
|
35
|
Other
|
3-10
|
|
|
2012
|
|
2011
|
||||
Trade customers
|
|
$
|
388,949
|
|
|
$
|
391,401
|
|
Affiliates
|
|
258
|
|
|
122
|
|
||
Allowance for doubtful accounts
|
|
(11,172
|
)
|
|
(10,969
|
)
|
||
|
|
378,035
|
|
|
380,554
|
|
||
Federal and state taxes
|
|
4,011
|
|
|
16,113
|
|
||
Other
|
|
18,113
|
|
|
10,705
|
|
||
Accounts receivable, net
|
|
$
|
400,159
|
|
|
$
|
407,372
|
|
|
|
2012
|
|
2011
|
||||
Finished products
|
|
$
|
200,940
|
|
|
$
|
234,830
|
|
Feedstock, additives and chemicals
|
|
143,912
|
|
|
207,899
|
|
||
Materials and supplies
|
|
54,446
|
|
|
48,048
|
|
||
Inventories
|
|
$
|
399,298
|
|
|
$
|
490,777
|
|
|
|
2012
|
|
2011
|
||||
Land
|
|
$
|
13,963
|
|
|
$
|
13,509
|
|
Building and improvements
|
|
137,658
|
|
|
135,049
|
|
||
Plant and equipment
|
|
2,131,933
|
|
|
2,039,050
|
|
||
Other
|
|
161,761
|
|
|
147,342
|
|
||
|
|
2,445,315
|
|
|
2,334,950
|
|
||
Less: Accumulated depreciation
|
|
(1,287,050
|
)
|
|
(1,196,845
|
)
|
||
|
|
1,158,265
|
|
|
1,138,105
|
|
||
Construction in progress
|
|
351,783
|
|
|
93,961
|
|
||
Property, plant and equipment, net
|
|
$
|
1,510,048
|
|
|
$
|
1,232,066
|
|
|
|
2012
|
|
2011
|
|
Weighted
Average
Life
|
||||||||||||||||||||
|
|
Cost
|
|
Accumulated
Amortization
|
|
Net
|
|
Cost
|
|
Accumulated
Amortization
|
|
Net
|
|
|||||||||||||
Intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Technology licenses
|
|
$
|
44,548
|
|
|
$
|
(41,413
|
)
|
|
$
|
3,135
|
|
|
$
|
44,827
|
|
|
$
|
(40,860
|
)
|
|
$
|
3,967
|
|
|
12
|
Patents
|
|
6,503
|
|
|
(3,956
|
)
|
|
2,547
|
|
|
6,503
|
|
|
(3,306
|
)
|
|
3,197
|
|
|
10
|
||||||
Customer relationships
|
|
17,649
|
|
|
(8,259
|
)
|
|
9,390
|
|
|
17,649
|
|
|
(6,901
|
)
|
|
10,748
|
|
|
13
|
||||||
Goodwill
|
|
29,990
|
|
|
—
|
|
|
29,990
|
|
|
29,990
|
|
|
—
|
|
|
29,990
|
|
|
|
||||||
Other
|
|
3,230
|
|
|
—
|
|
|
3,230
|
|
|
1,161
|
|
|
—
|
|
|
1,161
|
|
|
|
||||||
Total intangible assets
|
|
101,920
|
|
|
(53,628
|
)
|
|
48,292
|
|
|
100,130
|
|
|
(51,067
|
)
|
|
49,063
|
|
|
|
||||||
Available-for-sale investments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30,113
|
|
|
—
|
|
|
30,113
|
|
|
|
||||||
Notes receivable from affiliate
|
|
1,192
|
|
|
—
|
|
|
1,192
|
|
|
2,383
|
|
|
—
|
|
|
2,383
|
|
|
|
||||||
Turnaround costs
|
|
83,726
|
|
|
(54,666
|
)
|
|
29,060
|
|
|
86,728
|
|
|
(57,175
|
)
|
|
29,553
|
|
|
5
|
||||||
Debt issuance costs
|
|
19,219
|
|
|
(8,149
|
)
|
|
11,070
|
|
|
20,628
|
|
|
(8,989
|
)
|
|
11,639
|
|
|
13
|
||||||
Other, net
|
|
27,736
|
|
|
(10,351
|
)
|
|
17,385
|
|
|
22,502
|
|
|
(9,678
|
)
|
|
12,824
|
|
|
4
|
||||||
Other assets, net
|
|
$
|
233,793
|
|
|
$
|
(126,794
|
)
|
|
$
|
106,999
|
|
|
$
|
262,484
|
|
|
$
|
(126,909
|
)
|
|
$
|
135,575
|
|
|
|
|
|
Year Ended
December 31,
|
||
|
|
2012
|
||
Proceeds from sales of available-for-sale equity securities
|
|
$
|
47,655
|
|
Gross realized gains
|
|
$
|
16,429
|
|
|
|
December 31, 2011
|
||||||||||||||
|
|
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
(1)
|
|
Fair Value
|
||||||||
Available-for-sale equity securities
|
|
$
|
28,265
|
|
|
$
|
1,981
|
|
|
$
|
(133
|
)
|
|
$
|
30,113
|
|
(1)
|
All unrealized loss positions were held at a loss for less than 12 months.
|
|
|
2012
|
|
2011
|
||||
6
5
/
8
% senior notes due 2016
|
|
$
|
—
|
|
|
$
|
249,674
|
|
3.60% senior notes due 2022
|
|
248,872
|
|
|
—
|
|
||
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
|
|
$
|
763,761
|
|
|
$
|
764,563
|
|
|
|
Pension Benefits
|
|
Post-retirement
Healthcare
|
||||||||||||
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
Change in benefit obligation
|
|
|
|
|
|
|
|
|
||||||||
Benefit obligation, beginning of year
|
|
$
|
59,876
|
|
|
$
|
54,033
|
|
|
$
|
20,212
|
|
|
$
|
20,047
|
|
Service cost
|
|
1,005
|
|
|
930
|
|
|
9
|
|
|
16
|
|
||||
Interest cost
|
|
2,580
|
|
|
2,723
|
|
|
745
|
|
|
840
|
|
||||
Actuarial loss
|
|
9,481
|
|
|
4,358
|
|
|
2,021
|
|
|
816
|
|
||||
Benefits paid
|
|
(2,145
|
)
|
|
(2,168
|
)
|
|
(1,604
|
)
|
|
(1,507
|
)
|
||||
Curtailment
|
|
(5,484
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Benefit obligation, end of year
|
|
$
|
65,313
|
|
|
$
|
59,876
|
|
|
$
|
21,383
|
|
|
$
|
20,212
|
|
|
|
|
|
|
|
|
|
|
||||||||
Change in plan assets
|
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets, beginning of year
|
|
$
|
35,478
|
|
|
$
|
32,867
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Actual return
|
|
4,207
|
|
|
833
|
|
|
—
|
|
|
—
|
|
||||
Employer contribution
|
|
4,785
|
|
|
3,946
|
|
|
1,604
|
|
|
1,507
|
|
||||
Benefits paid
|
|
(2,145
|
)
|
|
(2,168
|
)
|
|
(1,604
|
)
|
|
(1,507
|
)
|
||||
Fair value of plan assets, end of year
|
|
$
|
42,325
|
|
|
$
|
35,478
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Funded status, end of year
|
|
$
|
(22,988
|
)
|
|
$
|
(24,398
|
)
|
|
$
|
(21,383
|
)
|
|
$
|
(20,212
|
)
|
|
|
Pension Benefits
|
|
Post-retirement
Healthcare |
||||||||||||
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
Amounts recognized in the consolidated
balance sheet at December 31
|
|
|
|
|
|
|
|
|
||||||||
Current liabilities
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1,753
|
)
|
|
$
|
(1,710
|
)
|
Noncurrent liabilities
|
|
(22,988
|
)
|
|
(24,398
|
)
|
|
(19,630
|
)
|
|
(18,502
|
)
|
||||
Net amount recognized
|
|
$
|
(22,988
|
)
|
|
$
|
(24,398
|
)
|
|
$
|
(21,383
|
)
|
|
$
|
(20,212
|
)
|
|
|
Pension Benefits
|
|
Post-retirement
Healthcare |
||||||||||||
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
Amounts recognized in accumulated other
comprehensive income
|
|
|
|
|
|
|
|
|
||||||||
Net loss
|
|
$
|
20,831
|
|
|
$
|
20,325
|
|
|
$
|
5,358
|
|
|
$
|
3,523
|
|
Prior service cost
|
|
594
|
|
|
890
|
|
|
134
|
|
|
218
|
|
||||
Total before tax
(1)
|
|
$
|
21,425
|
|
|
$
|
21,215
|
|
|
$
|
5,492
|
|
|
$
|
3,741
|
|
(1)
|
For
2012
, after-tax totals for pension benefits and post-retirement healthcare benefits were
$13,015
and
$3,336
, respectively. The sum of these amounts (
$16,351
) is reflected in stockholders' equity as accumulated other comprehensive income. For
2011
, after-tax totals for pension benefits and post-retirement healthcare benefits were
$12,873
and
$2,270
, respectively. The sum of these amounts (
$15,143
) is reflected in stockholders' equity as accumulated other comprehensive income.
|
|
|
Pension Benefits
|
||||||
|
|
2012
|
|
2011
|
||||
Information for pension plans with an accumulated benefit obligation
in excess of plan assets
|
|
|
|
|
||||
Projected benefit obligation
|
|
$
|
(65,313
|
)
|
|
$
|
(59,876
|
)
|
Accumulated benefit obligation
|
|
(65,074
|
)
|
|
(54,508
|
)
|
||
Fair value of plan assets
|
|
42,325
|
|
|
35,478
|
|
|
|
Pension Benefits
|
|
Post-retirement Healthcare
|
||||||||||||||||||||
|
|
Year Ended December 31,
|
|
Year Ended December 31,
|
||||||||||||||||||||
|
|
2012
|
|
2011
|
|
2010
|
|
2012
|
|
2011
|
|
2010
|
||||||||||||
Components of net periodic benefit cost
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service cost
|
|
$
|
1,005
|
|
|
$
|
930
|
|
|
$
|
938
|
|
|
$
|
9
|
|
|
$
|
16
|
|
|
$
|
45
|
|
Interest cost
|
|
2,580
|
|
|
2,723
|
|
|
2,751
|
|
|
745
|
|
|
840
|
|
|
919
|
|
||||||
Expected return on plan assets
|
|
(2,490
|
)
|
|
(2,279
|
)
|
|
(1,935
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net amortization
|
|
2,071
|
|
|
1,567
|
|
|
1,899
|
|
|
269
|
|
|
418
|
|
|
377
|
|
||||||
Net periodic benefit cost
|
|
$
|
3,166
|
|
|
$
|
2,941
|
|
|
$
|
3,653
|
|
|
$
|
1,023
|
|
|
$
|
1,274
|
|
|
$
|
1,341
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other changes in plan assets and
benefit obligation recognized in
other comprehensive income (OCI)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net loss (gain) emerging
|
|
$
|
7,765
|
|
|
$
|
5,804
|
|
|
$
|
(1,521
|
)
|
|
$
|
2,021
|
|
|
$
|
816
|
|
|
$
|
(656
|
)
|
Curtailment
|
|
(5,484
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of net loss
|
|
(1,774
|
)
|
|
(1,271
|
)
|
|
(1,602
|
)
|
|
(185
|
)
|
|
(118
|
)
|
|
(51
|
)
|
||||||
Amortization of transition obligation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(114
|
)
|
|
(114
|
)
|
||||||
Amortization of prior service cost
|
|
(297
|
)
|
|
(296
|
)
|
|
(297
|
)
|
|
(84
|
)
|
|
(186
|
)
|
|
(212
|
)
|
||||||
Total recognized in OCI
|
|
$
|
210
|
|
|
$
|
4,237
|
|
|
$
|
(3,420
|
)
|
|
$
|
1,752
|
|
|
$
|
398
|
|
|
$
|
(1,033
|
)
|
Total net periodic benefit cost and OCI
|
|
$
|
3,376
|
|
|
$
|
7,178
|
|
|
$
|
233
|
|
|
$
|
2,775
|
|
|
$
|
1,672
|
|
|
$
|
308
|
|
|
|
Pension Benefits
|
|
Post-retirement Healthcare
|
||||||||||||||
|
|
2012
|
|
2011
|
|
2010
|
|
2012
|
|
2011
|
|
2010
|
||||||
Weighted average assumptions used to
determine benefit obligations at
December 31
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate
|
|
3.3
|
%
|
|
4.5
|
%
|
|
5.3
|
%
|
|
3.0
|
%
|
|
4.0
|
%
|
|
4.5
|
%
|
Expected return on plan assets
|
|
7.0
|
%
|
|
7.0
|
%
|
|
7.0
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
Rate of compensation increase
|
|
4.0
|
%
|
|
4.0
|
%
|
|
4.0
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
Weighted average assumptions used to
determine net periodic benefit costs for
years ended December 31
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate
|
|
4.5
|
%
|
|
5.3
|
%
|
|
5.5
|
%
|
|
4.0
|
%
|
|
4.5
|
%
|
|
5.0
|
%
|
Expected return on plan assets
|
|
7.0
|
%
|
|
7.0
|
%
|
|
7.0
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
Rate of compensation increase
|
|
4.0
|
%
|
|
4.0
|
%
|
|
4.0
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
2012
|
|
2011
|
||||||||||||||||||||
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||
Bank collective trust funds—Equity securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Large-cap index funds
(1)
|
|
$
|
20,822
|
|
|
$
|
—
|
|
|
$
|
20,822
|
|
|
$
|
17,562
|
|
|
$
|
—
|
|
|
$
|
17,562
|
|
Small-cap index funds
(2)
|
|
2,817
|
|
|
—
|
|
|
2,817
|
|
|
2,324
|
|
|
—
|
|
|
2,324
|
|
||||||
International index funds
(3)
|
|
4,077
|
|
|
—
|
|
|
4,077
|
|
|
3,367
|
|
|
—
|
|
|
3,367
|
|
||||||
Bank collective trust funds—Fixed income:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Bond index funds
(4)
|
|
14,106
|
|
|
—
|
|
|
14,106
|
|
|
11,806
|
|
|
—
|
|
|
11,806
|
|
||||||
Short term investment funds
|
|
—
|
|
|
503
|
|
|
503
|
|
|
—
|
|
|
419
|
|
|
419
|
|
||||||
|
|
$
|
41,822
|
|
|
$
|
503
|
|
|
$
|
42,325
|
|
|
$
|
35,059
|
|
|
$
|
419
|
|
|
$
|
35,478
|
|
(1)
|
Over
90%
of the assets of these funds are invested in large-cap U.S. companies. The remainder of the assets of these funds is invested in cash reserves.
|
(2)
|
Over
95%
of the assets of these funds are invested in small-cap U.S. companies. The remainder of the assets of these funds is invested in cash reserves.
|
(3)
|
At least
90%
of the assets of these funds are invested in international companies in developed markets (excluding the U.S. and Canada). The remainder of the assets of these funds is invested in cash reserves.
|
(4)
|
This category represents investment grade bonds of U.S. issuers, including U.S. Treasury notes.
|
|
|
Pension
Benefits
|
|
Post-
retirement
Healthcare
|
||||
Estimated future benefit payments:
|
|
|
|
|
||||
Year 1
|
|
$
|
2,548
|
|
|
$
|
1,753
|
|
Year 2
|
|
4,267
|
|
|
1,930
|
|
||
Year 3
|
|
4,633
|
|
|
2,080
|
|
||
Year 4
|
|
4,520
|
|
|
2,154
|
|
||
Year 5
|
|
4,174
|
|
|
1,996
|
|
||
Years 6 to 10
|
|
18,550
|
|
|
6,506
|
|
|
|
Options
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Term
(Years)
|
|
Aggregate
Intrinsic
Value
|
|||||
Outstanding at December 31, 2011
|
|
1,133,147
|
|
|
$
|
23.26
|
|
|
|
|
|
||
Granted
|
|
115,340
|
|
|
60.09
|
|
|
|
|
|
|||
Exercised
|
|
(522,425
|
)
|
|
19.95
|
|
|
|
|
|
|||
Cancelled
|
|
(13,742
|
)
|
|
36.59
|
|
|
|
|
|
|||
Outstanding at December 31, 2012
|
|
712,320
|
|
|
$
|
31.40
|
|
|
6.4
|
|
$
|
34,120
|
|
Exercisable at December 31, 2012
|
|
358,537
|
|
|
$
|
21.93
|
|
|
5.7
|
|
$
|
20,568
|
|
Range of Prices
|
|
Options
Outstanding
|
|
Weighted
Average
Remaining
Contractual
Life (Years)
|
|
$14.24 - $19.29
|
|
194,424
|
|
|
5.5
|
$20.53 - $27.24
|
|
160,390
|
|
|
6.8
|
$30.07 - $36.10
|
|
155,494
|
|
|
4.1
|
$45.83 - $60.11
|
|
202,012
|
|
|
8.7
|
|
|
Stock Option Grants
|
||||||||||
|
|
Year Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
Weighted average fair value
|
|
$
|
23.39
|
|
|
$
|
19.22
|
|
|
$
|
8.31
|
|
Risk-free interest rate
|
|
1.0
|
%
|
|
2.8
|
%
|
|
2.9
|
%
|
|||
Expected life in years
|
|
5
|
|
|
6
|
|
|
6
|
|
|||
Expected volatility
|
|
45.7
|
%
|
|
41.9
|
%
|
|
41.8
|
%
|
|||
Expected dividend yield
|
|
0.5
|
%
|
|
0.5
|
%
|
|
1.1
|
%
|
|
|
Number of
Shares
|
|
Weighted
Average
Grant Date
Fair Value
|
|||
Non-vested at December 31, 2011
|
|
582,013
|
|
|
$
|
23.43
|
|
Granted
|
|
75,270
|
|
|
60.85
|
|
|
Vested
|
|
(308,573
|
)
|
|
17.91
|
|
|
Forfeited
|
|
(12,380
|
)
|
|
33.01
|
|
|
Non-vested at December 31, 2012
|
|
336,330
|
|
|
$
|
36.53
|
|
|
|
Asset Derivatives
|
||||||||
|
|
Balance Sheet Location
|
|
Fair Value as of December 31,
|
||||||
|
|
2012
|
|
2011
|
||||||
Designated as hedging instruments
|
|
|
|
|
|
|
||||
Commodity forward contracts
|
|
Accounts receivable, net
|
|
$
|
13,032
|
|
|
$
|
—
|
|
Not designated as hedging instruments
|
|
|
|
|
|
|
||||
Commodity forward contracts
|
|
Accounts receivable, net
|
|
1,395
|
|
|
2,437
|
|
||
Total asset derivatives
|
|
$
|
14,427
|
|
|
$
|
2,437
|
|
||
|
|
|
||||||||
|
|
Liability Derivatives
|
||||||||
|
|
Balance Sheet Location
|
|
Fair Value as of December 31,
|
||||||
|
|
2012
|
|
2011
|
||||||
Designated as hedging instruments
|
|
|
|
|
|
|
||||
Commodity forward contracts
|
|
Accrued liabilities
|
|
$
|
399
|
|
|
$
|
3,262
|
|
Not designated as hedging instruments
|
|
|
|
|
|
|
||||
Commodity forward contracts
|
|
Accrued liabilities
|
|
13,295
|
|
|
973
|
|
||
Total liability derivatives
|
|
$
|
13,694
|
|
|
$
|
4,235
|
|
Derivatives in Fair Value
Hedging Relationships
|
|
Location of Gain (Loss)
Recognized in Income on Derivative
|
|
Year Ended December 31,
|
||||||||||
2012
|
|
2011
|
|
2010
|
||||||||||
Commodity forward contracts
|
|
Cost of sales
|
|
$
|
17,163
|
|
|
$
|
(4,895
|
)
|
|
$
|
—
|
|
Hedged Items in Fair Value
Hedging Relationships
|
|
Location of Gain (Loss)
Recognized in Income on
Hedged Items
|
|
Year Ended December 31,
|
||||||||||
2012
|
|
2011
|
|
2010
|
||||||||||
Firm commitment designated as the
hedged item
|
|
Cost of sales
|
|
$
|
(18,394
|
)
|
|
$
|
5,092
|
|
|
$
|
—
|
|
Derivatives Not Designated as
Hedging Instruments
|
|
Location of Gain (Loss)
Recognized in Income on Derivative
|
|
Year Ended December 31,
|
||||||||||
2012
|
|
2011
|
|
2010
|
||||||||||
Commodity forward contracts
|
|
Cost of sales
|
|
$
|
(11,626
|
)
|
|
$
|
2,043
|
|
|
$
|
69
|
|
|
|
2012
|
|||||||
|
|
Level 1
|
|
Level 2
|
|
Total
|
|||
Derivative instruments
|
|
|
|
|
|
|
|||
Risk management assets - Commodity forward contracts
|
|
1,395
|
|
|
13,032
|
|
|
14,427
|
|
Risk management liabilities - Commodity forward contracts
|
|
—
|
|
|
(13,694
|
)
|
|
(13,694
|
)
|
Firm commitments
|
|
|
|
|
|
|
|||
Hedged portion of firm commitment
|
|
—
|
|
|
399
|
|
|
399
|
|
Hedged portion of firm commitment
|
|
—
|
|
|
(13,032
|
)
|
|
(13,032
|
)
|
|
|
|
|
|
|
|
|||
|
|
2011
|
|||||||
|
|
Level 1
|
|
Level 2
|
|
Total
|
|||
Derivative instruments
|
|
|
|
|
|
|
|||
Risk management assets - Commodity forward contracts
|
|
1,090
|
|
|
1,347
|
|
|
2,437
|
|
Risk management liabilities - Commodity forward contracts
|
|
—
|
|
|
(4,235
|
)
|
|
(4,235
|
)
|
Firm commitments
|
|
|
|
|
|
|
|||
Hedged portion of firm commitment
|
|
—
|
|
|
3,262
|
|
|
3,262
|
|
Marketable securities
|
|
|
|
|
|
|
|||
Available-for-sale equity securities
|
|
30,113
|
|
|
—
|
|
|
30,113
|
|
|
|
2012
|
|
2011
|
||||||||||||
|
|
Carrying
Value
|
|
Fair
Value
|
|
Carrying
Value
|
|
Fair
Value
|
||||||||
6
5
/
8
% senior notes due 2016
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
249,674
|
|
|
$
|
254,890
|
|
3.60% senior notes due 2022
|
|
248,872
|
|
|
251,125
|
|
|
—
|
|
|
—
|
|
||||
6 ½% senior notes due 2029
|
|
100,000
|
|
|
119,738
|
|
|
100,000
|
|
|
108,834
|
|
||||
6 ¾% senior notes due 2032
|
|
250,000
|
|
|
283,168
|
|
|
250,000
|
|
|
263,988
|
|
||||
6 ½% GO Zone Senior Notes Due 2035
|
|
89,000
|
|
|
102,095
|
|
|
89,000
|
|
|
93,090
|
|
||||
6 ½% IKE Zone Senior Notes Due 2035
|
|
65,000
|
|
|
74,564
|
|
|
65,000
|
|
|
67,987
|
|
||||
Loan related to tax-exempt waste disposal revenue bonds due 2027
|
|
10,889
|
|
|
10,889
|
|
|
10,889
|
|
|
10,889
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
Domestic
|
|
$
|
586,631
|
|
|
$
|
404,422
|
|
|
$
|
339,382
|
|
Foreign
|
|
(1,462
|
)
|
|
(2,990
|
)
|
|
3,578
|
|
|||
|
|
$
|
585,169
|
|
|
$
|
401,432
|
|
|
$
|
342,960
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
Current
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
190,917
|
|
|
$
|
120,018
|
|
|
$
|
97,822
|
|
State
|
|
15,327
|
|
|
8,729
|
|
|
8,128
|
|
|||
Foreign
|
|
(837
|
)
|
|
(395
|
)
|
|
1,464
|
|
|||
|
|
205,407
|
|
|
128,352
|
|
|
107,414
|
|
|||
Deferred
|
|
|
|
|
|
|
||||||
Federal
|
|
(5,398
|
)
|
|
6,732
|
|
|
7,083
|
|
|||
State
|
|
(519
|
)
|
|
7,682
|
|
|
6,829
|
|
|||
Foreign
|
|
124
|
|
|
(300
|
)
|
|
241
|
|
|||
|
|
(5,793
|
)
|
|
14,114
|
|
|
14,153
|
|
|||
Total provision
|
|
$
|
199,614
|
|
|
$
|
142,466
|
|
|
$
|
121,567
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
Provision for federal income tax at statutory rate
|
|
$
|
204,809
|
|
|
$
|
140,501
|
|
|
$
|
120,036
|
|
State income tax provision net of federal income tax effect
|
|
9,625
|
|
|
10,745
|
|
|
9,372
|
|
|||
Foreign tax
|
|
(713
|
)
|
|
(695
|
)
|
|
1,705
|
|
|||
Foreign losses (earnings)
|
|
512
|
|
|
1,047
|
|
|
(1,252
|
)
|
|||
Manufacturing deduction
|
|
(14,560
|
)
|
|
(9,905
|
)
|
|
(8,750
|
)
|
|||
Contingent tax liability
|
|
—
|
|
|
(20
|
)
|
|
(411
|
)
|
|||
Other, net
|
|
(59
|
)
|
|
793
|
|
|
867
|
|
|||
|
|
$
|
199,614
|
|
|
$
|
142,466
|
|
|
$
|
121,567
|
|
|
|
2012
|
|
2011
|
||||
Net operating loss carryforward
|
|
$
|
11,922
|
|
|
$
|
13,958
|
|
Credit carryforward
|
|
782
|
|
|
769
|
|
||
Accruals
|
|
32,486
|
|
|
29,002
|
|
||
Allowance for doubtful accounts
|
|
1,540
|
|
|
1,329
|
|
||
Inventories
|
|
7,831
|
|
|
7,321
|
|
||
Other
|
|
4,704
|
|
|
5,900
|
|
||
Deferred taxes assets—total
|
|
59,265
|
|
|
58,279
|
|
||
Property, plant and equipment
|
|
(340,237
|
)
|
|
(344,535
|
)
|
||
Turnaround costs
|
|
(10,858
|
)
|
|
(11,073
|
)
|
||
Other
|
|
(228
|
)
|
|
(914
|
)
|
||
Deferred tax liabilities—total
|
|
(351,323
|
)
|
|
(356,522
|
)
|
||
Valuation allowance
|
|
(11,927
|
)
|
|
(12,937
|
)
|
||
Total net deferred tax liabilities
|
|
$
|
(303,985
|
)
|
|
$
|
(311,180
|
)
|
|
|
|
|
|
||||
Balance sheet classifications
|
|
|
|
|
||||
Current deferred tax asset
|
|
$
|
22,305
|
|
|
$
|
19,611
|
|
Noncurrent deferred tax liability
|
|
(326,290
|
)
|
|
(330,791
|
)
|
||
Total net deferred tax liabilities
|
|
$
|
(303,985
|
)
|
|
$
|
(311,180
|
)
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Beginning balance
|
|
$
|
3,122
|
|
|
$
|
3,141
|
|
|
$
|
4,873
|
|
Reductions for tax positions for prior years
|
|
—
|
|
|
—
|
|
|
(26
|
)
|
|||
Reductions due to tax settlements
|
|
—
|
|
|
—
|
|
|
(1,389
|
)
|
|||
Reductions due to statutes of limitations expiring
|
|
—
|
|
|
(19
|
)
|
|
(317
|
)
|
|||
Ending balance
|
|
$
|
3,122
|
|
|
$
|
3,122
|
|
|
$
|
3,141
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
Net income
|
|
$
|
385,555
|
|
|
$
|
258,966
|
|
|
$
|
221,393
|
|
Less:
|
|
|
|
|
|
|
||||||
Net income attributable to participating securities
|
|
(2,160
|
)
|
|
(2,310
|
)
|
|
(2,230
|
)
|
|||
Net income attributable to common shareholders
|
|
$
|
383,395
|
|
|
$
|
256,656
|
|
|
$
|
219,163
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
Weighted average common shares—basic
|
|
66,289,429
|
|
|
65,927,421
|
|
|
65,472,875
|
|
|||
Plus incremental shares from:
|
|
|
|
|
|
|
||||||
Assumed exercise of options
|
|
352,066
|
|
|
372,737
|
|
|
203,789
|
|
|||
Weighted average common shares—diluted
|
|
66,641,495
|
|
|
66,300,158
|
|
|
65,676,664
|
|
|||
|
|
|
|
|
|
|
||||||
Earnings per share:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
5.78
|
|
|
$
|
3.89
|
|
|
$
|
3.35
|
|
Diluted
|
|
$
|
5.75
|
|
|
$
|
3.87
|
|
|
$
|
3.34
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
Management services
|
|
$
|
400
|
|
|
$
|
400
|
|
|
$
|
850
|
|
Interest income
|
|
4,010
|
|
|
2,865
|
|
|
1,510
|
|
|||
Franchise taxes
|
|
(664
|
)
|
|
(893
|
)
|
|
(754
|
)
|
|||
Equity in income of joint ventures
|
|
1,444
|
|
|
2,890
|
|
|
2,212
|
|
|||
Other
|
|
(1,670
|
)
|
|
366
|
|
|
653
|
|
|||
Other income, net
|
|
$
|
3,520
|
|
|
$
|
5,628
|
|
|
$
|
4,471
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
Cash paid for:
|
|
|
|
|
|
|
||||||
Interest paid, net of interest capitalized
|
|
$
|
42,266
|
|
|
$
|
48,431
|
|
|
$
|
33,980
|
|
Income taxes paid
|
|
179,882
|
|
|
126,283
|
|
|
108,218
|
|
|||
Non-cash financing activity:
|
|
|
|
|
|
|
||||||
Proceeds from borrowings related to the Authority's 6 ½% tax-
exempt revenue bonds due August 1, 2029 (in restricted cash)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
93,943
|
|
Proceeds from borrowings related to the Authority's GO Zone
6 ½% tax-exempt revenue bonds due November 1, 2035
(in restricted cash)
|
|
—
|
|
|
—
|
|
|
87,940
|
|
|||
Proceeds from borrowings related to the Authority's IKE Zone
6 ½% tax-exempt revenue bonds due November 1, 2035
(in restricted cash)
|
|
—
|
|
|
—
|
|
|
64,209
|
|
2013
|
$
|
19,518
|
|
2014
|
17,707
|
|
|
2015
|
13,929
|
|
|
2016
|
11,642
|
|
|
2017
|
10,918
|
|
|
Thereafter
|
26,129
|
|
|
|
$
|
99,843
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
Net external sales
|
|
|
|
|
|
|
||||||
Olefins
|
|
|
|
|
|
|
||||||
Polyethylene
|
|
$
|
1,658,551
|
|
|
$
|
1,772,144
|
|
|
$
|
1,656,203
|
|
Styrene, feedstock and other
|
|
841,427
|
|
|
795,698
|
|
|
605,009
|
|
|||
Total olefins
|
|
2,499,978
|
|
|
2,567,842
|
|
|
2,261,212
|
|
|||
Vinyls
|
|
|
|
|
|
|
||||||
PVC, caustic soda and other
|
|
743,275
|
|
|
757,314
|
|
|
558,156
|
|
|||
Building products
|
|
327,788
|
|
|
294,692
|
|
|
352,419
|
|
|||
Total vinyls
|
|
1,071,063
|
|
|
1,052,006
|
|
|
910,575
|
|
|||
|
|
$
|
3,571,041
|
|
|
$
|
3,619,848
|
|
|
$
|
3,171,787
|
|
|
|
|
|
|
|
|
||||||
Intersegment sales
|
|
|
|
|
|
|
||||||
Olefins
|
|
$
|
318,322
|
|
|
$
|
444,889
|
|
|
$
|
322,125
|
|
Vinyls
|
|
1,603
|
|
|
1,474
|
|
|
1,047
|
|
|||
|
|
$
|
319,925
|
|
|
$
|
446,363
|
|
|
$
|
323,172
|
|
|
|
|
|
|
|
|
||||||
Income (loss) from operations
|
|
|
|
|
|
|
||||||
Olefins
|
|
$
|
552,762
|
|
|
$
|
459,266
|
|
|
$
|
460,027
|
|
Vinyls
|
|
85,942
|
|
|
4,012
|
|
|
(62,429
|
)
|
|||
Corporate and other
|
|
(23,353
|
)
|
|
(16,482
|
)
|
|
(19,234
|
)
|
|||
|
|
$
|
615,351
|
|
|
$
|
446,796
|
|
|
$
|
378,364
|
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
|
|
|
|
|
||||||
Olefins
|
|
$
|
97,906
|
|
|
$
|
86,915
|
|
|
$
|
86,086
|
|
Vinyls
|
|
46,146
|
|
|
43,877
|
|
|
42,062
|
|
|||
Corporate and other
|
|
489
|
|
|
605
|
|
|
584
|
|
|||
|
|
$
|
144,541
|
|
|
$
|
131,397
|
|
|
$
|
128,732
|
|
|
|
|
|
|
|
|
||||||
Other income (expense), net
|
|
|
|
|
|
|
||||||
Olefins
|
|
$
|
3,899
|
|
|
$
|
2,813
|
|
|
$
|
440
|
|
Vinyls
|
|
(965
|
)
|
|
194
|
|
|
399
|
|
|||
Corporate and other
|
|
586
|
|
|
2,621
|
|
|
3,632
|
|
|||
|
|
$
|
3,520
|
|
|
$
|
5,628
|
|
|
$
|
4,471
|
|
|
|
|
|
|
|
|
||||||
Provision for (benefit from) income taxes
|
|
|
|
|
|
|
||||||
Olefins
|
|
$
|
177,176
|
|
|
$
|
149,033
|
|
|
$
|
147,296
|
|
Vinyls
|
|
22,389
|
|
|
(2,193
|
)
|
|
(24,519
|
)
|
|||
Corporate and other
|
|
49
|
|
|
(4,374
|
)
|
|
(1,210
|
)
|
|||
|
|
$
|
199,614
|
|
|
$
|
142,466
|
|
|
$
|
121,567
|
|
|
|
|
|
|
|
|
||||||
Capital expenditures
|
|
|
|
|
|
|
||||||
Olefins
|
|
$
|
135,886
|
|
|
$
|
90,641
|
|
|
$
|
37,865
|
|
Vinyls
|
|
246,827
|
|
|
84,192
|
|
|
42,371
|
|
|||
Corporate and other
|
|
4,169
|
|
|
2,010
|
|
|
1,033
|
|
|||
|
|
$
|
386,882
|
|
|
$
|
176,843
|
|
|
$
|
81,269
|
|
|
|
December 31, 2012
|
|
December 31, 2011
|
||||
Total assets
|
|
|
|
|
||||
Olefins
|
|
$
|
1,439,308
|
|
|
$
|
1,441,752
|
|
Vinyls
|
|
1,030,912
|
|
|
824,825
|
|
||
Corporate and other
|
|
941,976
|
|
|
1,000,244
|
|
||
|
|
$
|
3,412,196
|
|
|
$
|
3,266,821
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
Income from operations for reportable segments
|
|
$
|
615,351
|
|
|
$
|
446,796
|
|
|
$
|
378,364
|
|
Interest expense
|
|
(43,049
|
)
|
|
(50,992
|
)
|
|
(39,875
|
)
|
|||
Debt retirement costs
|
|
(7,082
|
)
|
|
—
|
|
|
—
|
|
|||
Gain from sales of equity securities
|
|
16,429
|
|
|
—
|
|
|
—
|
|
|||
Other income, net
|
|
3,520
|
|
|
5,628
|
|
|
4,471
|
|
|||
Income before income taxes
|
|
$
|
585,169
|
|
|
$
|
401,432
|
|
|
$
|
342,960
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
Sales to external customers
(1)
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
3,176,202
|
|
|
$
|
3,221,562
|
|
|
$
|
2,832,980
|
|
Foreign
|
|
|
|
|
|
|
||||||
Canada
|
|
294,643
|
|
|
247,357
|
|
|
214,662
|
|
|||
Switzerland
|
|
32,927
|
|
|
19,922
|
|
|
257
|
|
|||
Singapore
|
|
15,308
|
|
|
29,210
|
|
|
32,733
|
|
|||
Other
|
|
51,961
|
|
|
101,797
|
|
|
91,155
|
|
|||
|
|
$
|
3,571,041
|
|
|
$
|
3,619,848
|
|
|
$
|
3,171,787
|
|
|
|
December 31, 2012
|
|
December 31, 2011
|
||||
Long-lived assets
|
|
|
|
|
||||
United States
|
|
$
|
1,502,902
|
|
|
$
|
1,223,073
|
|
Foreign
|
|
7,146
|
|
|
8,993
|
|
||
|
|
$
|
1,510,048
|
|
|
$
|
1,232,066
|
|
(1)
|
Revenues are attributed to countries based on location of customer.
|
|
|
Westlake
Chemical
Corporation
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Balance Sheet
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
753,881
|
|
|
$
|
6,973
|
|
|
$
|
29,224
|
|
|
$
|
—
|
|
|
$
|
790,078
|
|
Marketable securities
|
|
124,873
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
124,873
|
|
|||||
Accounts receivable, net
|
|
7,933
|
|
|
1,675,274
|
|
|
2,959
|
|
|
(1,286,007
|
)
|
|
400,159
|
|
|||||
Inventories
|
|
—
|
|
|
385,140
|
|
|
14,158
|
|
|
—
|
|
|
399,298
|
|
|||||
Prepaid expenses and other current assets
|
|
389
|
|
|
11,386
|
|
|
2,925
|
|
|
—
|
|
|
14,700
|
|
|||||
Deferred income taxes
|
|
431
|
|
|
21,581
|
|
|
293
|
|
|
—
|
|
|
22,305
|
|
|||||
Total current assets
|
|
887,507
|
|
|
2,100,354
|
|
|
49,559
|
|
|
(1,286,007
|
)
|
|
1,751,413
|
|
|||||
Property, plant and equipment, net
|
|
—
|
|
|
1,502,902
|
|
|
7,146
|
|
|
—
|
|
|
1,510,048
|
|
|||||
Equity investments
|
|
3,018,926
|
|
|
65,448
|
|
|
32,923
|
|
|
(3,073,561
|
)
|
|
43,736
|
|
|||||
Other assets, net
|
|
17,033
|
|
|
94,678
|
|
|
1,252
|
|
|
(5,964
|
)
|
|
106,999
|
|
|||||
Total assets
|
|
$
|
3,923,466
|
|
|
$
|
3,763,382
|
|
|
$
|
90,880
|
|
|
$
|
(4,365,532
|
)
|
|
$
|
3,412,196
|
|
Current liabilities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
|
$
|
1,285,530
|
|
|
$
|
192,443
|
|
|
$
|
13,969
|
|
|
$
|
(1,274,892
|
)
|
|
$
|
217,050
|
|
Accrued liabilities
|
|
12,808
|
|
|
178,915
|
|
|
852
|
|
|
(11,115
|
)
|
|
181,460
|
|
|||||
Total current liabilities
|
|
1,298,338
|
|
|
371,358
|
|
|
14,821
|
|
|
(1,286,007
|
)
|
|
398,510
|
|
|||||
Long-term debt
|
|
752,872
|
|
|
10,889
|
|
|
—
|
|
|
—
|
|
|
763,761
|
|
|||||
Deferred income taxes
|
|
—
|
|
|
331,320
|
|
|
934
|
|
|
(5,964
|
)
|
|
326,290
|
|
|||||
Other liabilities
|
|
—
|
|
|
51,312
|
|
|
67
|
|
|
—
|
|
|
51,379
|
|
|||||
Stockholders' equity
|
|
1,872,256
|
|
|
2,998,503
|
|
|
75,058
|
|
|
(3,073,561
|
)
|
|
1,872,256
|
|
|||||
Total liabilities and stockholders' equity
|
|
$
|
3,923,466
|
|
|
$
|
3,763,382
|
|
|
$
|
90,880
|
|
|
$
|
(4,365,532
|
)
|
|
$
|
3,412,196
|
|
|
|
Westlake
Chemical
Corporation
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Balance Sheet
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
803,320
|
|
|
$
|
2,517
|
|
|
$
|
20,064
|
|
|
$
|
—
|
|
|
$
|
825,901
|
|
Accounts receivable, net
|
|
—
|
|
|
1,384,705
|
|
|
949
|
|
|
(978,282
|
)
|
|
407,372
|
|
|||||
Inventories
|
|
—
|
|
|
478,229
|
|
|
12,548
|
|
|
—
|
|
|
490,777
|
|
|||||
Prepaid expenses and other current assets
|
|
363
|
|
|
10,332
|
|
|
1,800
|
|
|
—
|
|
|
12,495
|
|
|||||
Deferred income taxes
|
|
430
|
|
|
19,049
|
|
|
132
|
|
|
—
|
|
|
19,611
|
|
|||||
Total current assets
|
|
804,113
|
|
|
1,894,832
|
|
|
35,493
|
|
|
(978,282
|
)
|
|
1,756,156
|
|
|||||
Property, plant and equipment, net
|
|
—
|
|
|
1,223,073
|
|
|
8,993
|
|
|
—
|
|
|
1,232,066
|
|
|||||
Equity investments
|
|
2,597,598
|
|
|
53,912
|
|
|
35,650
|
|
|
(2,640,419
|
)
|
|
46,741
|
|
|||||
Restricted cash
|
|
96,283
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
96,283
|
|
|||||
Other assets, net
|
|
17,650
|
|
|
132,968
|
|
|
2,467
|
|
|
(17,510
|
)
|
|
135,575
|
|
|||||
Total assets
|
|
$
|
3,515,644
|
|
|
$
|
3,304,785
|
|
|
$
|
82,603
|
|
|
$
|
(3,636,211
|
)
|
|
$
|
3,266,821
|
|
Current liabilities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
|
$
|
1,005,529
|
|
|
$
|
210,476
|
|
|
$
|
3,748
|
|
|
$
|
(992,719
|
)
|
|
$
|
227,034
|
|
Accrued liabilities
|
|
76
|
|
|
120,656
|
|
|
2,392
|
|
|
14,437
|
|
|
137,561
|
|
|||||
Total current liabilities
|
|
1,005,605
|
|
|
331,132
|
|
|
6,140
|
|
|
(978,282
|
)
|
|
364,595
|
|
|||||
Long-term debt
|
|
753,674
|
|
|
10,889
|
|
|
11,500
|
|
|
(11,500
|
)
|
|
764,563
|
|
|||||
Deferred income taxes
|
|
—
|
|
|
336,165
|
|
|
636
|
|
|
(6,010
|
)
|
|
330,791
|
|
|||||
Other liabilities
|
|
53
|
|
|
50,458
|
|
|
49
|
|
|
—
|
|
|
50,560
|
|
|||||
Stockholders' equity
|
|
1,756,312
|
|
|
2,576,141
|
|
|
64,278
|
|
|
(2,640,419
|
)
|
|
1,756,312
|
|
|||||
Total liabilities and stockholders' equity
|
|
$
|
3,515,644
|
|
|
$
|
3,304,785
|
|
|
$
|
82,603
|
|
|
$
|
(3,636,211
|
)
|
|
$
|
3,266,821
|
|
|
|
Westlake
Chemical
Corporation
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Statement of Operations
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$
|
—
|
|
|
$
|
3,529,685
|
|
|
$
|
48,205
|
|
|
$
|
(6,849
|
)
|
|
$
|
3,571,041
|
|
Cost of sales
|
|
—
|
|
|
2,799,537
|
|
|
41,393
|
|
|
(6,849
|
)
|
|
2,834,081
|
|
|||||
Gross profit
|
|
—
|
|
|
730,148
|
|
|
6,812
|
|
|
—
|
|
|
736,960
|
|
|||||
Selling, general and administrative expenses
|
|
2,004
|
|
|
113,133
|
|
|
6,472
|
|
|
—
|
|
|
121,609
|
|
|||||
(Loss) income from operations
|
|
(2,004
|
)
|
|
617,015
|
|
|
340
|
|
|
—
|
|
|
615,351
|
|
|||||
Interest expense
|
|
(42,989
|
)
|
|
(60
|
)
|
|
—
|
|
|
—
|
|
|
(43,049
|
)
|
|||||
Debt retirement costs
|
|
(7,082
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,082
|
)
|
|||||
Gain from sales of equity securities
|
|
1
|
|
|
16,428
|
|
|
—
|
|
|
—
|
|
|
16,429
|
|
|||||
Other income (expense), net
|
|
28,171
|
|
|
(21,384
|
)
|
|
(3,267
|
)
|
|
—
|
|
|
3,520
|
|
|||||
(Loss) income before income taxes
|
|
(23,903
|
)
|
|
611,999
|
|
|
(2,927
|
)
|
|
—
|
|
|
585,169
|
|
|||||
Provision for (benefit from) income taxes
|
|
1,825
|
|
|
199,057
|
|
|
(1,268
|
)
|
|
—
|
|
|
199,614
|
|
|||||
Equity in net income of subsidiaries
|
|
411,283
|
|
|
—
|
|
|
—
|
|
|
(411,283
|
)
|
|
—
|
|
|||||
Net income (loss)
|
|
$
|
385,555
|
|
|
$
|
412,942
|
|
|
$
|
(1,659
|
)
|
|
$
|
(411,283
|
)
|
|
$
|
385,555
|
|
Comprehensive income (loss)
|
|
$
|
383,785
|
|
|
$
|
410,549
|
|
|
$
|
(1,036
|
)
|
|
$
|
(409,513
|
)
|
|
$
|
383,785
|
|
|
|
Westlake
Chemical
Corporation
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Statement of Operations
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$
|
—
|
|
|
$
|
3,581,470
|
|
|
$
|
42,202
|
|
|
$
|
(3,824
|
)
|
|
$
|
3,619,848
|
|
Cost of sales
|
|
—
|
|
|
3,024,419
|
|
|
40,247
|
|
|
(3,824
|
)
|
|
3,060,842
|
|
|||||
Gross profit
|
|
—
|
|
|
557,051
|
|
|
1,955
|
|
|
—
|
|
|
559,006
|
|
|||||
Selling, general and administrative expenses
|
|
3,762
|
|
|
102,989
|
|
|
5,459
|
|
|
—
|
|
|
112,210
|
|
|||||
(Loss) income from operations
|
|
(3,762
|
)
|
|
454,062
|
|
|
(3,504
|
)
|
|
—
|
|
|
446,796
|
|
|||||
Interest expense
|
|
(50,919
|
)
|
|
(73
|
)
|
|
—
|
|
|
—
|
|
|
(50,992
|
)
|
|||||
Other income (expense), net
|
|
10,217
|
|
|
(4,212
|
)
|
|
(377
|
)
|
|
—
|
|
|
5,628
|
|
|||||
(Loss) income before income taxes
|
|
(44,464
|
)
|
|
449,777
|
|
|
(3,881
|
)
|
|
—
|
|
|
401,432
|
|
|||||
(Benefit from) provision for income taxes
|
|
(11,835
|
)
|
|
155,313
|
|
|
(1,012
|
)
|
|
—
|
|
|
142,466
|
|
|||||
Equity in net income of subsidiaries
|
|
291,595
|
|
|
—
|
|
|
—
|
|
|
(291,595
|
)
|
|
—
|
|
|||||
Net income (loss)
|
|
$
|
258,966
|
|
|
$
|
294,464
|
|
|
$
|
(2,869
|
)
|
|
$
|
(291,595
|
)
|
|
$
|
258,966
|
|
Comprehensive income (loss)
|
|
$
|
256,929
|
|
|
$
|
292,834
|
|
|
$
|
(3,276
|
)
|
|
$
|
(289,558
|
)
|
|
$
|
256,929
|
|
|
|
Westlake
Chemical
Corporation
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Statement of Operations
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$
|
—
|
|
|
$
|
3,130,513
|
|
|
$
|
44,006
|
|
|
$
|
(2,732
|
)
|
|
$
|
3,171,787
|
|
Cost of sales
|
|
—
|
|
|
2,653,234
|
|
|
38,602
|
|
|
(2,732
|
)
|
|
2,689,104
|
|
|||||
Gross profit
|
|
—
|
|
|
477,279
|
|
|
5,404
|
|
|
—
|
|
|
482,683
|
|
|||||
Selling, general and administrative expenses
|
|
4,257
|
|
|
95,441
|
|
|
4,621
|
|
|
—
|
|
|
104,319
|
|
|||||
(Loss) income from operations
|
|
(4,257
|
)
|
|
381,838
|
|
|
783
|
|
|
—
|
|
|
378,364
|
|
|||||
Interest expense
|
|
(39,829
|
)
|
|
(46
|
)
|
|
—
|
|
|
—
|
|
|
(39,875
|
)
|
|||||
Other income (expense), net
|
|
15,045
|
|
|
(12,715
|
)
|
|
2,141
|
|
|
—
|
|
|
4,471
|
|
|||||
(Loss) income before income taxes
|
|
(29,041
|
)
|
|
369,077
|
|
|
2,924
|
|
|
—
|
|
|
342,960
|
|
|||||
(Benefit from) provision for income taxes
|
|
(2,471
|
)
|
|
122,541
|
|
|
1,497
|
|
|
—
|
|
|
121,567
|
|
|||||
Equity in net income of subsidiaries
|
|
247,963
|
|
|
—
|
|
|
—
|
|
|
(247,963
|
)
|
|
—
|
|
|||||
Net income
|
|
$
|
221,393
|
|
|
$
|
246,536
|
|
|
$
|
1,427
|
|
|
$
|
(247,963
|
)
|
|
$
|
221,393
|
|
Comprehensive income
|
|
$
|
225,865
|
|
|
$
|
250,064
|
|
|
$
|
2,371
|
|
|
$
|
(252,435
|
)
|
|
$
|
225,865
|
|
|
|
Westlake
Chemical
Corporation
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Statement of Cash Flows
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows from operating activities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss)
|
|
$
|
385,555
|
|
|
$
|
412,942
|
|
|
$
|
(1,659
|
)
|
|
$
|
(411,283
|
)
|
|
$
|
385,555
|
|
Adjustments to reconcile net income (loss)
to net cash (used for) provided by
operating activities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation and amortization
|
|
1,514
|
|
|
141,388
|
|
|
3,153
|
|
|
—
|
|
|
146,055
|
|
|||||
Deferred income taxes
|
|
45
|
|
|
(5,962
|
)
|
|
124
|
|
|
—
|
|
|
(5,793
|
)
|
|||||
Net changes in working capital and other
|
|
(410,232
|
)
|
|
94,930
|
|
|
2,256
|
|
|
411,283
|
|
|
98,237
|
|
|||||
Net cash (used for) provided by
operating activities
|
|
(23,118
|
)
|
|
643,298
|
|
|
3,874
|
|
|
—
|
|
|
624,054
|
|
|||||
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Additions to property, plant and equipment
|
|
—
|
|
|
(385,919
|
)
|
|
(963
|
)
|
|
—
|
|
|
(386,882
|
)
|
|||||
Construction of assets pending sale-leaseback
|
|
—
|
|
|
(4,308
|
)
|
|
—
|
|
|
—
|
|
|
(4,308
|
)
|
|||||
Proceeds from disposition of assets
|
|
—
|
|
|
449
|
|
|
22
|
|
|
—
|
|
|
471
|
|
|||||
Proceeds from repayment of loan to affiliate
|
|
—
|
|
|
—
|
|
|
1,192
|
|
|
—
|
|
|
1,192
|
|
|||||
Proceeds from sale-leaseback of assets
|
|
—
|
|
|
2,304
|
|
|
—
|
|
|
—
|
|
|
2,304
|
|
|||||
Proceeds from sales of equity securities
|
|
3
|
|
|
47,652
|
|
|
—
|
|
|
—
|
|
|
47,655
|
|
|||||
Purchase of securities
|
|
(124,873
|
)
|
|
(2,961
|
)
|
|
—
|
|
|
—
|
|
|
(127,834
|
)
|
|||||
Settlements of derivative instruments
|
|
—
|
|
|
431
|
|
|
—
|
|
|
—
|
|
|
431
|
|
|||||
Net cash (used for) provided by
investing activities
|
|
(124,870
|
)
|
|
(342,352
|
)
|
|
251
|
|
|
—
|
|
|
(466,971
|
)
|
|||||
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Intercompany financing
|
|
291,455
|
|
|
(296,490
|
)
|
|
5,035
|
|
|
—
|
|
|
—
|
|
|||||
Capitalized debt issuance costs
|
|
(2,221
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,221
|
)
|
|||||
Dividends paid
|
|
(285,521
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(285,521
|
)
|
|||||
Proceeds from debt issuance
|
|
248,818
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
248,818
|
|
|||||
Proceeds from exercise of stock options
|
|
10,369
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,369
|
|
|||||
Repayment of debt
|
|
(250,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(250,000
|
)
|
|||||
Repurchase of common stock for treasury
|
|
(10,784
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,784
|
)
|
|||||
Utilization of restricted cash
|
|
96,433
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
96,433
|
|
|||||
Net cash provided by (used for)
financing activities
|
|
98,549
|
|
|
(296,490
|
)
|
|
5,035
|
|
|
—
|
|
|
(192,906
|
)
|
|||||
Net (decrease) increase in cash and
cash equivalents
|
|
(49,439
|
)
|
|
4,456
|
|
|
9,160
|
|
|
—
|
|
|
(35,823
|
)
|
|||||
Cash and cash equivalents at beginning
of the year
|
|
803,320
|
|
|
2,517
|
|
|
20,064
|
|
|
—
|
|
|
825,901
|
|
|||||
Cash and cash equivalents at end of the year
|
|
$
|
753,881
|
|
|
$
|
6,973
|
|
|
$
|
29,224
|
|
|
$
|
—
|
|
|
$
|
790,078
|
|
|
|
Westlake
Chemical
Corporation
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Statement of Cash Flows
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows from operating activities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss)
|
|
$
|
258,966
|
|
|
$
|
294,464
|
|
|
$
|
(2,869
|
)
|
|
$
|
(291,595
|
)
|
|
$
|
258,966
|
|
Adjustments to reconcile net income (loss)
to net cash (used for) provided by
operating activities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation and amortization
|
|
1,683
|
|
|
127,807
|
|
|
3,590
|
|
|
—
|
|
|
133,080
|
|
|||||
Deferred income taxes
|
|
190
|
|
|
14,225
|
|
|
(301
|
)
|
|
—
|
|
|
14,114
|
|
|||||
Net changes in working capital and other
|
|
(291,666
|
)
|
|
(45,667
|
)
|
|
1,874
|
|
|
291,595
|
|
|
(43,864
|
)
|
|||||
Net cash (used for) provided by operating activities
|
|
(30,827
|
)
|
|
390,829
|
|
|
2,294
|
|
|
—
|
|
|
362,296
|
|
|||||
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Additions to property, plant and equipment
|
|
—
|
|
|
(175,706
|
)
|
|
(1,137
|
)
|
|
—
|
|
|
(176,843
|
)
|
|||||
Proceeds from disposition of assets
|
|
—
|
|
|
2,877
|
|
|
3
|
|
|
—
|
|
|
2,880
|
|
|||||
Proceeds from repayment of loan to affiliate
|
|
—
|
|
|
—
|
|
|
1,192
|
|
|
—
|
|
|
1,192
|
|
|||||
Purchase of securities and other investments
|
|
—
|
|
|
(30,265
|
)
|
|
—
|
|
|
—
|
|
|
(30,265
|
)
|
|||||
Settlements of derivative instruments
|
|
—
|
|
|
251
|
|
|
—
|
|
|
—
|
|
|
251
|
|
|||||
Net cash (used for) provided by
investing activities
|
|
—
|
|
|
(202,843
|
)
|
|
58
|
|
|
—
|
|
|
(202,785
|
)
|
|||||
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Intercompany financing
|
|
186,898
|
|
|
(185,522
|
)
|
|
(1,376
|
)
|
|
—
|
|
|
—
|
|
|||||
Capitalized debt issuance costs
|
|
(2,697
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,697
|
)
|
|||||
Dividends paid
|
|
(18,265
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18,265
|
)
|
|||||
Proceeds from exercise of stock options
|
|
5,344
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,344
|
|
|||||
Repurchase of common stock for treasury
|
|
(2,518
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,518
|
)
|
|||||
Utilization of restricted cash
|
|
54,227
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
54,227
|
|
|||||
Net cash provided by (used for)
financing activities
|
|
222,989
|
|
|
(185,522
|
)
|
|
(1,376
|
)
|
|
—
|
|
|
36,091
|
|
|||||
Net increase in cash and cash equivalents
|
|
192,162
|
|
|
2,464
|
|
|
976
|
|
|
—
|
|
|
195,602
|
|
|||||
Cash and cash equivalents at beginning
of the year
|
|
611,158
|
|
|
53
|
|
|
19,088
|
|
|
—
|
|
|
630,299
|
|
|||||
Cash and cash equivalents at end of the year
|
|
$
|
803,320
|
|
|
$
|
2,517
|
|
|
$
|
20,064
|
|
|
$
|
—
|
|
|
$
|
825,901
|
|
|
|
Westlake
Chemical
Corporation
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Statement of Cash Flows
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows from operating activities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
|
$
|
221,393
|
|
|
$
|
246,536
|
|
|
$
|
1,427
|
|
|
$
|
(247,963
|
)
|
|
$
|
221,393
|
|
Adjustments to reconcile net income to
net cash (used for) provided by
operating activities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation and amortization
|
|
2,154
|
|
|
125,002
|
|
|
3,730
|
|
|
—
|
|
|
130,886
|
|
|||||
Deferred income taxes
|
|
7,864
|
|
|
6,048
|
|
|
241
|
|
|
—
|
|
|
14,153
|
|
|||||
Net changes in working capital and other
|
|
(245,113
|
)
|
|
(87,299
|
)
|
|
1,301
|
|
|
247,963
|
|
|
(83,148
|
)
|
|||||
Net cash (used for) provided by
operating activities
|
|
(13,702
|
)
|
|
290,287
|
|
|
6,699
|
|
|
—
|
|
|
283,284
|
|
|||||
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Additions to equity investments
|
|
—
|
|
|
(10,177
|
)
|
|
—
|
|
|
—
|
|
|
(10,177
|
)
|
|||||
Additions to property, plant and equipment
|
|
—
|
|
|
(79,928
|
)
|
|
(1,341
|
)
|
|
—
|
|
|
(81,269
|
)
|
|||||
Proceeds from disposition of assets
|
|
—
|
|
|
914
|
|
|
—
|
|
|
—
|
|
|
914
|
|
|||||
Proceeds from repayment of loan to affiliate
|
|
—
|
|
|
—
|
|
|
763
|
|
|
—
|
|
|
763
|
|
|||||
Settlements of derivative instruments
|
|
—
|
|
|
9,494
|
|
|
—
|
|
|
—
|
|
|
9,494
|
|
|||||
Net cash used for investing activities
|
|
—
|
|
|
(79,697
|
)
|
|
(578
|
)
|
|
—
|
|
|
(80,275
|
)
|
|||||
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Intercompany financing
|
|
210,360
|
|
|
(210,614
|
)
|
|
254
|
|
|
—
|
|
|
—
|
|
|||||
Capitalized debt issuance costs
|
|
(3,331
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,331
|
)
|
|||||
Dividends paid
|
|
(16,014
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,014
|
)
|
|||||
Proceeds from exercise of stock options
|
|
3,745
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,745
|
|
|||||
Utilization of restricted cash
|
|
197,298
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
197,298
|
|
|||||
Net cash provided by (used for) financing activities
|
|
392,058
|
|
|
(210,614
|
)
|
|
254
|
|
|
—
|
|
|
181,698
|
|
|||||
Net increase (decrease) in cash and
cash equivalents
|
|
378,356
|
|
|
(24
|
)
|
|
6,375
|
|
|
—
|
|
|
384,707
|
|
|||||
Cash and cash equivalents at beginning
of the year
|
|
232,802
|
|
|
77
|
|
|
12,713
|
|
|
—
|
|
|
245,592
|
|
|||||
Cash and cash equivalents at end of the year
|
|
$
|
611,158
|
|
|
$
|
53
|
|
|
$
|
19,088
|
|
|
$
|
—
|
|
|
$
|
630,299
|
|
|
|
Three Months Ended
|
||||||||||||||
|
|
March 31,
2012 |
|
June 30,
2012 |
|
September 30,
2012 |
|
December 31,
2012 |
||||||||
Net sales
|
|
$
|
1,034,867
|
|
|
$
|
913,958
|
|
|
$
|
821,175
|
|
|
$
|
801,041
|
|
Gross profit
|
|
172,637
|
|
|
201,896
|
|
|
172,179
|
|
|
190,248
|
|
||||
Income from operations
|
|
145,625
|
|
|
170,978
|
|
|
142,517
|
|
|
156,231
|
|
||||
Net income
|
|
87,813
|
|
|
115,501
|
|
|
86,964
|
|
|
95,277
|
|
||||
Basic earnings per common share
(1)
|
|
$
|
1.32
|
|
|
$
|
1.73
|
|
|
$
|
1.30
|
|
|
$
|
1.43
|
|
Diluted earnings per common share
(1)
|
|
$
|
1.31
|
|
|
$
|
1.72
|
|
|
$
|
1.30
|
|
|
$
|
1.42
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Three Months Ended
|
||||||||||||||
|
|
March 31,
2011 |
|
June 30,
2011 |
|
September 30,
2011 |
|
December 31,
2011 |
||||||||
Net sales
|
|
$
|
867,252
|
|
|
$
|
925,049
|
|
|
$
|
968,372
|
|
|
$
|
859,175
|
|
Gross profit
|
|
167,584
|
|
|
167,095
|
|
|
147,067
|
|
|
77,260
|
|
||||
Income from operations
|
|
140,637
|
|
|
138,369
|
|
|
117,331
|
|
|
50,459
|
|
||||
Net income
|
|
83,544
|
|
|
81,049
|
|
|
67,930
|
|
|
26,443
|
|
||||
Basic earnings per common share
(1)
|
|
$
|
1.26
|
|
|
$
|
1.22
|
|
|
$
|
1.02
|
|
|
$
|
0.40
|
|
Diluted earnings per common share
(1)
|
|
$
|
1.25
|
|
|
$
|
1.21
|
|
|
$
|
1.01
|
|
|
$
|
0.40
|
|
(1)
|
Basic and diluted earnings per common share ("EPS") for each quarter is computed using the weighted average shares outstanding during that quarter, while EPS for the year is computed using the weighted average shares outstanding for the year. As a result, the sum of the EPS for each of the four quarters may not equal the EPS for the year.
|
(a)(1)
|
The financial statements listed in the Index to Consolidated Financial Statements in Item 8 of this Form 10-K are filed as part of this Form 10-K.
|
|
|
(a)(2)
|
The following schedule is presented as required. All other schedules are omitted because the information is not applicable, not required, or has been furnished in the Consolidated Financial Statements or Notes thereto in Item 8 of this Form 10-K.
|
Accounts Receivable Allowance for Doubtful Accounts
|
|
Balance at
Beginning
of Year
|
|
Charged to
Expense
|
|
Additions/
(Deductions)
(1)
|
|
Balance at
End of
Year
|
||||||||
2012
|
|
$
|
10,969
|
|
|
$
|
229
|
|
|
$
|
(26
|
)
|
|
$
|
11,172
|
|
2011
|
|
9,710
|
|
|
1,321
|
|
|
(62
|
)
|
|
10,969
|
|
||||
2010
|
|
9,167
|
|
|
917
|
|
|
(374
|
)
|
|
9,710
|
|
(1)
|
Primarily accounts receivable written off during the period.
|
(a)(3)
|
Exhibits
|
Exhibit No.
|
|
Exhibit
|
|
|
|
3.1
|
|
Certificate of Incorporation of Westlake as filed with the Delaware Secretary of State on August 6, 2004 (incorporated by reference to Westlake's Registration Statement on Form S-1/A, filed on August 9, 2004).
|
|
|
|
3.2
|
|
Bylaws of Westlake (incorporated by reference to Westlake's Registration Statement on Form S-1/A, filed on August 9, 2004).
|
|
|
|
4.1
|
|
Indenture dated as of January 1, 2006 by and among Westlake, the potential subsidiary guarantors listed therein and JPMorgan Chase Bank, National Association, as trustee (incorporated by reference to Westlake's Current Report on Form 8-K, filed on January 13, 2006, File No. 1-32260).
|
|
|
|
4.2
|
|
First Supplemental Indenture dated as of January 13, 2006 by and among Westlake, the subsidiary guarantors party thereto and JPMorgan Chase Bank, National Association, as trustee (incorporated by reference to Westlake's Current Report on Form 8-K, filed on January 13, 2006, File No. 1-32260).
|
|
|
|
4.3
|
|
Form of 6
5
/
8
% senior notes due 2016 (included in Exhibit 4.2).
|
|
|
|
4.4
|
|
Second Supplemental Indenture, dated as of November 1, 2007, among the Company, the Subsidiary Guarantors (as defined therein) and The Bank of New York Trust Company, N.A., as trustee (incorporated by reference to Westlake's Current Report on Form 8-K, filed on December 18, 2007, File No. 1-32260).
|
|
|
|
4.5
|
|
Form of 6 ¾% senior notes due 2032 (included in Exhibit 4.4).
|
|
|
|
4.6
|
|
Third Supplemental Indenture, dated as of July 2, 2010, among the Company, the Subsidiary Guarantors (as defined therein) and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Westlake's Current Report on Form 8-K, filed on July 8, 2010, File No. 1-32260).
|
|
|
|
4.7
|
|
Form of 6 ½% senior notes due 2029 (included in Exhibit 4.6).
|
|
|
|
4.8
|
|
Fourth Supplemental Indenture, dated as of December 2, 2010, among the Company, the Subsidiary Guarantors (as defined therein) and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Westlake's Current Report on Form 8-K, filed on December 8, 2010, File No. 1-32260).
|
|
|
|
4.9
|
|
Form of 6 ½% senior notes due 2035 (the "2035 GO Zone Notes") (included in Exhibit 4.8).
|
|
|
|
4.10
|
|
Fifth Supplemental Indenture, dated as of December 2, 2010, among the Company, the Subsidiary Guarantors (as defined therein) and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Westlake's Current Report on Form 8-K, filed on December 8, 2010, File No. 1-32260).
|
|
|
|
4.11
|
|
Form of 6 ½% senior notes due 2035 (the "2035 IKE Zone Notes") (included in Exhibit 4.10).
|
|
|
|
4.12
|
|
Supplemental Indenture, dated as of December 31, 2007, among the Company, WPT LLC, Westlake Polymers LLC, Westlake Petrochemicals LLC, Westlake Styrene LLC, the other subsidiary guarantors party thereto and The Bank of New York Trust Company, N.A. related to the 6
5
/
8
% senior notes (incorporated by reference to Exhibit 4.6 to Westlake's Annual Report on Form 10-K for the year ended December 31, 2007, filed on February 20, 2008, File No. 1-32260).
|
|
|
|
4.13
|
|
Supplemental Indenture, dated as of December 31, 2007, among the Company, WPT LLC, Westlake Polymers LLC, Westlake Petrochemicals LLC, Westlake Styrene LLC, the other subsidiary guarantors party thereto and The Bank of New York Trust Company, N.A. related to the 6 ¾% senior notes (incorporated by reference to Exhibit 4.7 to Westlake's Annual Report on Form 10-K for the year ended December 31, 2007, filed on February 20, 2008, File No. 1-32260).
|
|
|
|
4.14
|
|
Sixth Supplemental Indenture, dated as of July 17, 2012, among the Company, the Subsidiary Guarantors (as defined therein) and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 16, 2012, File No. 1-32260).
|
|
|
|
4.15
|
|
Form of the Company's 3.60% Senior Notes due 2022 (included in Exhibit 4.14).
|
|
|
|
4.16†
|
|
Seventh Supplemental Indenture, dated as of February 12, 2013, among the Company, the Subsidiary Guarantors (as defined therein) and The Bank of New York Mellon Trust Company, N.A., as trustee.
|
|
|
|
|
|
Westlake and its subsidiaries are party to other long-term debt instruments not filed herewith under which the total amount of securities authorized does not exceed 10% of the total assets of Westlake and its subsidiaries on a consolidated basis. Pursuant to paragraph 4(iii)(A) of Item 601(b) of Regulation S-K, Westlake agrees to furnish a copy of such instruments to the SEC upon request.
|
|
|
|
Exhibit No.
|
|
Exhibit
|
10.1
|
|
Second Amended and Restated Credit Agreement dated as of September 16, 2011 by and among the financial institutions party thereto, as lenders, Bank of America, N.A., as agent, and Westlake Chemical Corporation and certain of its domestic subsidiaries, as borrowers, relating to a $400.0 million senior secured revolving credit facility (incorporated by reference to Westlake's Current Report on Form 8-K, filed on September 19, 2011, File No. 1-32260).
|
|
|
|
10.2
|
|
Loan Agreement, dated as of November 1, 2007, by and between the Company and the Louisiana Local Government Environmental Facilities and Community Development Authority (incorporated by reference to Westlake's Current Report on Form 8-K, filed on December 18, 2007, File No. 1-32260).
|
|
|
|
10.3
|
|
Amended and Restated Loan Agreement, dated as of July 2, 2010, by and between the Company and the Louisiana Local Government Environmental Facilities and Community Development Authority (incorporated by reference to Westlake's Current Report on Form 8-K, filed on July 8, 2010, File No. 1-32260).
|
|
|
|
10.4
|
|
Loan Agreement, dated as of November 1, 2010, by and between the Company and the Louisiana Local Government Environmental Facilities and Community Development Authority, relating to the 2035 GO Zone Notes (incorporated by reference to Westlake's Current Report on Form 8-K, filed on December 8, 2010, File No. 1-32260).
|
|
|
|
10.5
|
|
Loan Agreement, dated as of November 1, 2010, by and between the Company and the Louisiana Local Government Environmental Facilities and Community Development Authority, relating to the 2035 IKE Zone Notes (incorporated by reference to Westlake's Current Report on Form 8-K, filed on December 8, 2010, File No. 1-32260).
|
|
|
|
10.6
|
|
Form of Registration Rights Agreement between Westlake and TTWF LP (incorporated by reference to Westlake's Registration Statement on Form S-1/A, filed on July 2, 2004).
|
|
|
|
10.7+
|
|
Westlake Group Performance Unit Plan effective January 1, 1991 (incorporated by reference to Westlake's Registration Statement on Form S-4, filed on September 22, 2003).
|
|
|
|
10.8+
|
|
EVA Incentive Plan (incorporated by reference to Westlake's Registration Statement on Form S-4, filed on September 22, 2003).
|
|
|
|
10.9+
|
|
Agreement with Stephen Wallace dated November 5, 2003 (incorporated by reference to Westlake's Annual Report on Form 10-K for the year ended December 31, 2003, filed on March 26, 2004, File No. 1-32260).
|
|
|
|
10.10+
|
|
Westlake Chemical Corporation 2004 Omnibus Incentive Plan (incorporated by reference to Westlake's Registration Statement on Form S-1/A, filed on August 9, 2004).
|
|
|
|
10.11+
|
|
Form of Employee Nonqualified Option Award Letter Agreement (incorporated by reference to Westlake's Annual Report on Form 10-K for the year ended December 31, 2004, filed on March 16, 2005, File No. 1-32260).
|
|
|
|
10.12+
|
|
Form of Employee Nonqualified Option Award (incorporated by reference to Westlake's Annual Report on Form 10-K for the year ended December 31, 2004, filed on March 16, 2005, File No. 1-32260).
|
|
|
|
10.13+
|
|
Form of Director Option Award Letter (incorporated by reference to Westlake's Annual Report on Form 10-K for the year ended December 31, 2004, filed on March 16, 2005, File No. 1-32260).
|
|
|
|
10.14+
|
|
Form of Director Option Award (incorporated by reference to Westlake's Annual Report on Form 10-K for the year ended December 31, 2004, filed on March 16, 2005, File No. 1-32260).
|
|
|
|
10.15+
|
|
Form of Restricted Stock Unit Award (incorporated by reference to Westlake's Annual Report on Form 10-K for the year ended December 31, 2004, filed on March 16, 2005, File No. 1-32260).
|
|
|
|
10.16+
|
|
Form of Restricted Stock Award letter granted effective as of August 31, 2005, to Directors (incorporated by reference to Westlake's Current Report on Form 8-K, filed on September 15, 2005, File No. 1-32260).
|
|
|
|
10.17+
|
|
Form of Restricted Stock Award letter granted effective as of August 31, 2005, to Named Executive Officers (incorporated by reference to Westlake's Current Report on Form 8-K, filed on September 15, 2005, File No. 1-32260).
|
|
|
|
10.18+
|
|
Form of Award letter for stock options granted effective as of August 31, 2005, to Named Executive Officers (incorporated by reference to Westlake's Current Report on Form 8-K, filed on September 15, 2005, File No. 1-32260).
|
|
|
|
10.19+
|
|
Form of Restricted Stock Award granted effective as of March 15, 2006, to Named Executive Officers (incorporated by reference to Westlake's Current Report on Form 8-K, filed on March 22, 2006, File No. 1-32260).
|
|
|
Exhibit No.
|
|
Exhibit
|
10.20+
|
|
Form of Award Letter for Stock Options granted effective as of March 15, 2006, to Named Executive Officers (incorporated by reference to Westlake's Current Report on Form 8-K, filed on March 22, 2006, File No. 1-32260).
|
|
|
|
10.21+
|
|
Form of Award Letter for Stock Options granted effective as of August 21, 2006, to Non-Management Directors (incorporated by reference to Westlake's Current Report on Form 8-K, filed on August 24, 2006, File No. 1-32260).
|
|
|
|
10.22+
|
|
Form of Restricted Stock Award granted effective as of August 21, 2006, to Non-Management Directors (incorporated by reference to Westlake's Current Report on Form 8-K, filed on August 24, 2006, File No. 1-32260).
|
|
|
|
10.23+
|
|
Form of Restricted Stock Award Letter for Special February 2007 Awards (incorporated by reference to Westlake's Current Report on Form 8-K, filed on March 1, 2007, File No. 1-32260).
|
|
|
|
10.24+
|
|
Form of Stock Option Award Letter for Special February 2007 Awards (incorporated by reference to Westlake's Current Report on Form 8-K, filed on March 1, 2007, File No. 1-32260).
|
|
|
|
10.25+
|
|
Form of Long-Term Cash Performance Award Letter effective as of February 26, 2010 (incorporated by reference to Westlake's Quarterly Report on Form 10-Q for the quarter ended March 31, 2010, filed on May 5, 2010, File No. 1-32260).
|
|
|
|
10.26+
|
|
Westlake Chemical Corporation Annual Incentive Plan adopted by the Compensation Committee of the Board of Directors on May 15, 2009 (incorporated by reference to Westlake's Current Report on Form 8-K, filed on May 21, 2009, File No. 1-32260).
|
|
|
|
10.27+
|
|
Form of Long-Term Cash Performance Award Letter effective as of February 18, 2011 (incorporated by reference to Westlake's Annual Report on Form 10-K for the year ended December 31, 2010, filed on February 24, 2011, File No. 1-32260).
|
|
|
|
10.28+
|
|
Westlake Chemical Corporation Amended and Restated Annual Incentive Plan adopted by the Compensation Committee of the Board of Directors on March 24, 2011 (incorporated by reference to Westlake's Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, filed on May 4, 2011, File No. 1-32260).
|
|
|
|
10.29+†
|
|
Form of Restricted Stock Units Award Letter effective as of February 15, 2013.
|
|
|
|
21†
|
|
Subsidiaries of Westlake.
|
|
|
|
23.1†
|
|
Consent of PricewaterhouseCoopers LLP.
|
|
|
|
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).
|
|
|
|
101.INS†
|
|
XBRL Instance Document
(1)
|
|
|
|
101.SCH†
|
|
XBRL Taxonomy Extension Schema Document
(1)
|
|
|
|
101.CAL†
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
(1)
|
|
|
|
101.DEF†
|
|
XBRL Taxonomy Extension Definition Linkbase Document
(1)
|
|
|
|
101.LAB†
|
|
XBRL Taxonomy Extension Label Linkbase Document
(1)
|
|
|
|
101.PRE†
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
(1)
|
†
|
Filed herewith.
|
+
|
Management contract, compensatory plan or arrangement.
|
(1)
|
Pursuant to Rule 406T of Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.
|
|
|
|
WESTLAKE CHEMICAL CORPORATION
|
|
|
|
|
Date:
|
February 22, 2013
|
|
/
S
/ A
LBERT
C
HAO
|
|
|
|
Albert Chao, President and Chief Executive Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
||
/
S
/ A
LBERT
C
HAO
|
|
President and Chief Executive Officer
(Principal Executive Officer)
|
|
February 22, 2013
|
Albert Chao
|
|
|||
|
|
|
||
/
S
/ M. S
TEVEN
B
ENDER
|
|
Senior Vice President, Chief Financial Officer
and Treasurer (Principal Financial Officer)
|
|
February 22, 2013
|
M. Steven Bender
|
|
|||
|
|
|
||
/
S
/ G
EORGE
J. M
ANGIERI
|
|
Vice President and Chief Accounting Officer
(Principal Accounting Officer)
|
|
February 22, 2013
|
George J. Mangieri
|
|
|||
|
|
|
||
/
S
/ J
AMES
C
HAO
|
|
Chairman of the Board of Directors
|
|
February 22, 2013
|
James Chao
|
|
|||
|
|
|
||
/
S
/ A
LBERT
C
HAO
|
|
Director
|
|
February 22, 2013
|
Albert Chao
|
|
|||
|
|
|
||
/
S
/ E. W
ILLIAM
B
ARNETT
|
|
Director
|
|
February 22, 2013
|
E. William Barnett
|
|
|||
|
|
|
||
/
S
/ R
OBERT
T. B
LAKELY
|
|
Director
|
|
February 22, 2013
|
Robert T. Blakely
|
|
|||
|
|
|
||
/
S
/ D
OROTHY
C. J
ENKINS
|
|
Director
|
|
February 22, 2013
|
Dorothy C. Jenkins
|
|
|||
|
|
|
||
/
S
/ M
AX
L. L
UKENS
|
|
Director
|
|
February 22, 2013
|
Max L. Lukens
|
|
|||
|
|
|
||
/
S
/ H. J
OHN
R
ILEY
, J
R
.
|
|
Director
|
|
February 22, 2013
|
H. John Riley, Jr.
|
|
Exhibit No.
|
|
Exhibit
|
|
|
|
3.1
|
|
Certificate of Incorporation of Westlake as filed with the Delaware Secretary of State on August 6, 2004 (incorporated by reference to Westlake's Registration Statement on Form S-1/A, filed on August 9, 2004).
|
|
|
|
3.2
|
|
Bylaws of Westlake (incorporated by reference to Westlake's Registration Statement on Form S-1/A, filed on August 9, 2004).
|
|
|
|
4.1
|
|
Indenture dated as of January 1, 2006 by and among Westlake, the potential subsidiary guarantors listed therein and JPMorgan Chase Bank, National Association, as trustee (incorporated by reference to Westlake's Current Report on Form 8-K, filed on January 13, 2006, File No. 1-32260).
|
|
|
|
4.2
|
|
First Supplemental Indenture dated as of January 13, 2006 by and among Westlake, the subsidiary guarantors party thereto and JPMorgan Chase Bank, National Association, as trustee (incorporated by reference to Westlake's Current Report on Form 8-K, filed on January 13, 2006, File No. 1-32260).
|
|
|
|
4.3
|
|
Form of 6
5
/
8
% senior notes due 2016 (included in Exhibit 4.2).
|
|
|
|
4.4
|
|
Second Supplemental Indenture, dated as of November 1, 2007, among the Company, the Subsidiary Guarantors (as defined therein) and The Bank of New York Trust Company, N.A., as trustee (incorporated by reference to Westlake's Current Report on Form 8-K, filed on December 18, 2007, File No. 1-32260).
|
|
|
|
4.5
|
|
Form of 6 ¾% senior notes due 2032 (included in Exhibit 4.4).
|
|
|
|
4.6
|
|
Third Supplemental Indenture, dated as of July 2, 2010, among the Company, the Subsidiary Guarantors (as defined therein) and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Westlake's Current Report on Form 8-K, filed on July 8, 2010, File No. 1-32260).
|
|
|
|
4.7
|
|
Form of 6 ½% senior notes due 2029 (included in Exhibit 4.6).
|
|
|
|
4.8
|
|
Fourth Supplemental Indenture, dated as of December 2, 2010, among the Company, the Subsidiary Guarantors (as defined therein) and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Westlake's Current Report on Form 8-K, filed on December 8, 2010, File No. 1-32260).
|
|
|
|
4.9
|
|
Form of 6 ½% senior notes due 2035 (the "2035 GO Zone Notes") (included in Exhibit 4.8).
|
|
|
|
4.10
|
|
Fifth Supplemental Indenture, dated as of December 2, 2010, among the Company, the Subsidiary Guarantors (as defined therein) and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Westlake's Current Report on Form 8-K, filed on December 8, 2010, File No. 1-32260).
|
|
|
|
4.11
|
|
Form of 6 ½% senior notes due 2035 (the "2035 IKE Zone Notes") (included in Exhibit 4.10).
|
|
|
|
4.12
|
|
Supplemental Indenture, dated as of December 31, 2007, among the Company, WPT LLC, Westlake Polymers LLC, Westlake Petrochemicals LLC, Westlake Styrene LLC, the other subsidiary guarantors party thereto and The Bank of New York Trust Company, N.A. related to the 6
5
/
8
% senior notes (incorporated by reference to Exhibit 4.6 to Westlake's Annual Report on Form 10-K for the year ended December 31, 2007, filed on February 20, 2008, File No. 1-32260).
|
|
|
|
4.13
|
|
Supplemental Indenture, dated as of December 31, 2007, among the Company, WPT LLC, Westlake Polymers LLC, Westlake Petrochemicals LLC, Westlake Styrene LLC, the other subsidiary guarantors party thereto and The Bank of New York Trust Company, N.A. related to the 6 ¾% senior notes (incorporated by reference to Exhibit 4.7 to Westlake's Annual Report on Form 10-K for the year ended December 31, 2007, filed on February 20, 2008, File No. 1-32260).
|
|
|
|
4.14
|
|
Sixth Supplemental Indenture, dated as of July 17, 2012, among the Company, the Subsidiary Guarantors (as defined therein) and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 16, 2012, File No. 1-32260).
|
|
|
|
4.15
|
|
Form of the Company's 3.60% Senior Notes due 2022 (included in Exhibit 4.14).
|
|
|
|
4.16†
|
|
Seventh Supplemental Indenture, dated as of February 12, 2013, among the Company, the Subsidiary Guarantors (as defined therein) and The Bank of New York Mellon Trust Company, N.A., as trustee.
|
|
|
|
|
|
Westlake and its subsidiaries are party to other long-term debt instruments not filed herewith under which the total amount of securities authorized does not exceed 10% of the total assets of Westlake and its subsidiaries on a consolidated basis. Pursuant to paragraph 4(iii)(A) of Item 601(b) of Regulation S-K, Westlake agrees to furnish a copy of such instruments to the SEC upon request.
|
|
|
|
Exhibit No.
|
|
Exhibit
|
10.1
|
|
Second Amended and Restated Credit Agreement dated as of September 16, 2011 by and among the financial institutions party thereto, as lenders, Bank of America, N.A., as agent, and Westlake Chemical Corporation and certain of its domestic subsidiaries, as borrowers, relating to a $400.0 million senior secured revolving credit facility (incorporated by reference to Westlake's Current Report on Form 8-K, filed on September 19, 2011, File No. 1-32260).
|
|
|
|
10.2
|
|
Loan Agreement, dated as of November 1, 2007, by and between the Company and the Louisiana Local Government Environmental Facilities and Community Development Authority (incorporated by reference to Westlake's Current Report on Form 8-K, filed on December 18, 2007, File No. 1-32260).
|
|
|
|
10.3
|
|
Amended and Restated Loan Agreement, dated as of July 2, 2010, by and between the Company and the Louisiana Local Government Environmental Facilities and Community Development Authority (incorporated by reference to Westlake's Current Report on Form 8-K, filed on July 8, 2010, File No. 1-32260).
|
|
|
|
10.4
|
|
Loan Agreement, dated as of November 1, 2010, by and between the Company and the Louisiana Local Government Environmental Facilities and Community Development Authority, relating to the 2035 GO Zone Notes (incorporated by reference to Westlake's Current Report on Form 8-K, filed on December 8, 2010, File No. 1-32260).
|
|
|
|
10.5
|
|
Loan Agreement, dated as of November 1, 2010, by and between the Company and the Louisiana Local Government Environmental Facilities and Community Development Authority, relating to the 2035 IKE Zone Notes (incorporated by reference to Westlake's Current Report on Form 8-K, filed on December 8, 2010, File No. 1-32260).
|
|
|
|
10.6
|
|
Form of Registration Rights Agreement between Westlake and TTWF LP (incorporated by reference to Westlake's Registration Statement on Form S-1/A, filed on July 2, 2004).
|
|
|
|
10.7+
|
|
Westlake Group Performance Unit Plan effective January 1, 1991 (incorporated by reference to Westlake's Registration Statement on Form S-4, filed on September 22, 2003).
|
|
|
|
10.8+
|
|
EVA Incentive Plan (incorporated by reference to Westlake's Registration Statement on Form S-4, filed on September 22, 2003).
|
|
|
|
10.9+
|
|
Agreement with Stephen Wallace dated November 5, 2003 (incorporated by reference to Westlake's Annual Report on Form 10-K for the year ended December 31, 2003, filed on March 26, 2004, File No. 1-32260).
|
|
|
|
10.10+
|
|
Westlake Chemical Corporation 2004 Omnibus Incentive Plan (incorporated by reference to Westlake's Registration Statement on Form S-1/A, filed on August 9, 2004).
|
|
|
|
10.11+
|
|
Form of Employee Nonqualified Option Award Letter Agreement (incorporated by reference to Westlake's Annual Report on Form 10-K for the year ended December 31, 2004, filed on March 16, 2005, File No. 1-32260).
|
|
|
|
10.12+
|
|
Form of Employee Nonqualified Option Award (incorporated by reference to Westlake's Annual Report on Form 10-K for the year ended December 31, 2004, filed on March 16, 2005, File No. 1-32260).
|
|
|
|
10.13+
|
|
Form of Director Option Award Letter (incorporated by reference to Westlake's Annual Report on Form 10-K for the year ended December 31, 2004, filed on March 16, 2005, File No. 1-32260).
|
|
|
|
10.14+
|
|
Form of Director Option Award (incorporated by reference to Westlake's Annual Report on Form 10-K for the year ended December 31, 2004, filed on March 16, 2005, File No. 1-32260).
|
|
|
|
10.15+
|
|
Form of Restricted Stock Unit Award (incorporated by reference to Westlake's Annual Report on Form 10-K for the year ended December 31, 2004, filed on March 16, 2005, File No. 1-32260).
|
|
|
|
10.16+
|
|
Form of Restricted Stock Award letter granted effective as of August 31, 2005, to Directors (incorporated by reference to Westlake's Current Report on Form 8-K, filed on September 15, 2005, File No. 1-32260).
|
|
|
|
10.17+
|
|
Form of Restricted Stock Award letter granted effective as of August 31, 2005, to Named Executive Officers (incorporated by reference to Westlake's Current Report on Form 8-K, filed on September 15, 2005, File No. 1-32260).
|
|
|
|
10.18+
|
|
Form of Award letter for stock options granted effective as of August 31, 2005, to Named Executive Officers (incorporated by reference to Westlake's Current Report on Form 8-K, filed on September 15, 2005, File No. 1-32260).
|
|
|
|
10.19+
|
|
Form of Restricted Stock Award granted effective as of March 15, 2006, to Named Executive Officers (incorporated by reference to Westlake's Current Report on Form 8-K, filed on March 22, 2006, File No. 1-32260).
|
|
|
Exhibit No.
|
|
Exhibit
|
10.20+
|
|
Form of Award Letter for Stock Options granted effective as of March 15, 2006, to Named Executive Officers (incorporated by reference to Westlake's Current Report on Form 8-K, filed on March 22, 2006, File No. 1-32260).
|
|
|
|
10.21+
|
|
Form of Award Letter for Stock Options granted effective as of August 21, 2006, to Non-Management Directors (incorporated by reference to Westlake's Current Report on Form 8-K, filed on August 24, 2006, File No. 1-32260).
|
|
|
|
10.22+
|
|
Form of Restricted Stock Award granted effective as of August 21, 2006, to Non-Management Directors (incorporated by reference to Westlake's Current Report on Form 8-K, filed on August 24, 2006, File No. 1-32260).
|
|
|
|
10.23+
|
|
Form of Restricted Stock Award Letter for Special February 2007 Awards (incorporated by reference to Westlake's Current Report on Form 8-K, filed on March 1, 2007, File No. 1-32260).
|
|
|
|
10.24+
|
|
Form of Stock Option Award Letter for Special February 2007 Awards (incorporated by reference to Westlake's Current Report on Form 8-K, filed on March 1, 2007, File No. 1-32260).
|
|
|
|
10.25+
|
|
Form of Long-Term Cash Performance Award Letter effective as of February 26, 2010 (incorporated by reference to Westlake's Quarterly Report on Form 10-Q for the quarter ended March 31, 2010, filed on May 5, 2010, File No. 1-32260).
|
|
|
|
10.26+
|
|
Westlake Chemical Corporation Annual Incentive Plan adopted by the Compensation Committee of the Board of Directors on May 15, 2009 (incorporated by reference to Westlake's Current Report on Form 8-K, filed on May 21, 2009, File No. 1-32260).
|
|
|
|
10.27+
|
|
Form of Long-Term Cash Performance Award Letter effective as of February 18, 2011 (incorporated by reference to Westlake's Annual Report on Form 10-K for the year ended December 31, 2010, filed on February 24, 2011, File No. 1-32260).
|
|
|
|
10.28+
|
|
Westlake Chemical Corporation Amended and Restated Annual Incentive Plan adopted by the Compensation Committee of the Board of Directors on March 24, 2011 (incorporated by reference to Westlake's Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, filed on May 4, 2011, File No. 1-32260).
|
|
|
|
10.29+†
|
|
Form of Restricted Stock Units Award Letter effective as of February 15, 2013.
|
|
|
|
21†
|
|
Subsidiaries of Westlake.
|
|
|
|
23.1†
|
|
Consent of PricewaterhouseCoopers LLP.
|
|
|
|
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).
|
|
|
|
101.INS†
|
|
XBRL Instance Document
(1)
|
|
|
|
101.SCH†
|
|
XBRL Taxonomy Extension Schema Document
(1)
|
|
|
|
101.CAL†
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
(1)
|
|
|
|
101.DEF†
|
|
XBRL Taxonomy Extension Definition Linkbase Document
(1)
|
|
|
|
101.LAB†
|
|
XBRL Taxonomy Extension Label Linkbase Document
(1)
|
|
|
|
101.PRE†
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
(1)
|
†
|
Filed herewith.
|
+
|
Management contract, compensatory plan or arrangement.
|
(1)
|
Pursuant to Rule 406T of Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
---|
DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
---|
No information found
Customers
No Suppliers Found
Price
Yield
Owner | Position | Direct Shares | Indirect Shares |
---|