UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 40-F

 

 

 

REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES

 

EXCHANGE ACT OF 1934

OR

 

ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES

 

EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2018

Commission File Number 0-20115

 

 

METHANEX CORPORATION

(Exact name of Registrant as specified in its charter)

 

 

not applicable

(Translation of Registrant’s name into English (if applicable))

CANADA

(Province or other jurisdiction of incorporation or organization)

2860

(Primary Standard Industrial Classification Code Number (if applicable))

not applicable

(I.R.S. Employer Identification Number (if applicable))

1800 Waterfront Centre, 200 Burrard Street, Vancouver, British Columbia, Canada V6C 3M1

Telephone: (604) 661-2600

(Address and telephone number of Registrant’s principal executive offices)

CT Corporation System, 111 Eighth Avenue, New York, New York 10011

Telephone: 212-894-8940

(Name, address (including zip code) and telephone number

(including area code) of agent for service in the United States)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

 

Title of each class

 

Name of each exchange on which registered

Common Shares   NASDAQ Global Select Market

Securities registered or to be registered pursuant to Section 12(g) of the Act.

None

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

 

3.25% Senior Notes due December 15, 2019

5.25% Senior Notes due March 1, 2022

4.25% Senior Notes due December 1, 2024

5.65% Senior Notes due December 1, 2044

(Title of Class)

For annual reports, indicate by check mark the information filed with this Form:

 

  Annual Information Form     Audited Annual Financial Statements

 

 

Indicate number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

77,263,273 Common Shares were outstanding as of December 31, 2018

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

Yes  ☑            No  ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes  ☑            No  ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.

Emerging growth company  ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


ANNUAL INFORMATION FORM, AUDITED FINANCIAL STATEMENTS, AND

MANAGEMENT’S DISCUSSION AND ANALYSIS

Methanex Corporation (the “Registrant” or the “Company”) is a Canadian public company whose common shares are listed on the Toronto Stock Exchange in Canada (trading symbol: MX) and on the NASDAQ Global Select Market in the United States (trading symbol: MEOH). The Registrant is a “foreign private issuer” as defined in Rule 3b-4 under Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is eligible to file this annual report on Form 40-F pursuant to the multi-jurisdictional disclosure system.

The following documents of the Company are filed as exhibits to, and incorporated by reference into, this Annual Report:

 

     

Document

      Exhibit No.
   

Annual Information Form of the Company for the year ended December 31, 2018

      99.1
   

Management’s Discussion and Analysis of the Company for the year ended December 31, 2018

      99.2
   
Audited financial statements of the Company for the years ended December 31, 2018 and 2017, including the reports of Independent Registered Public Accounting firm with respect thereto       99.3

Pursuant to Rule 3a12-3 under the Exchange Act, the Company’s equity securities are exempt from sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act.

FORWARD-LOOKING STATEMENTS

This annual report includes or incorporates by reference certain statements that constitute “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995. These statements appear in a number of places in this annual report and documents incorporated by reference herein and include statements regarding the Registrant’s intent, belief or current expectations and those of the Registrant’s management. These forward-looking statements involve known and unknown risks and uncertainties that may cause the Registrant’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. When used in this annual report or in documents incorporated by reference in this annual report, words such as “believes,” “expects,” “may,” “will,” “should,” “potential,” “estimates,” “anticipates,” “aims,” “goal,” or the negative version of those words or other comparable terminology and similar statements of a future or forward-looking nature are intended to identify these forward-looking statements. These forward-looking statements are based on various factors and were derived utilizing numerous assumptions that could cause the Registrant’s actual results to differ materially from those in the forward-looking statements. Accordingly, readers are cautioned not to put undue reliance on these forward-looking statements. For additional information, please refer to the disclosure contained under the heading, “Caution Regarding Forward-Looking Statements” in the Registrant’s Annual Information Form filed as Exhibit 99.1 to this report.

NOTE TO UNITED STATES READERS REGARDING DIFFERENCES

BETWEEN UNITED STATES AND CANADIAN REPORTING PRACTICES

The Registrant is permitted to prepare this annual report in accordance with Canadian disclosure requirements, which are different from those of the United States. The Registrant prepares its consolidated financial statements in accordance with International Financial Reporting Standards, as issued by the International Accounting Standards Board, which principles differ in certain respects from generally accepted accounting principles applicable in the United States (“U.S. GAAP”) and from practices prescribed by the SEC. Therefore, the Company’s financial statements incorporated by reference in this annual report may not be comparable to financial statements prepared in accordance with U.S. GAAP.

CURRENCY

Unless otherwise indicated, all dollar amounts in this Annual Report are in United States dollars. The exchange rate of United States dollars into Canadian dollars on December 31, 2018, the last trading day of the year, based upon the daily

 

2


exchange rate published by the Bank of Canada, was U.S.$1.00=CDN $1.3642. The exchange rate of United States dollars into Canadian dollars, on March 11, 2019, based upon the daily exchange rate as published by the Bank of Canada, was U.S.$1.00=CDN$1.3414.

CONTROLS AND PROCEDURES

Disclosure controls and procedures are defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act to mean controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

At the end of the period covered by this annual report on Form 40-F, being the fiscal year ended December 31, 2018, an evaluation was carried out under the supervision and with the participation of the Registrant’s management, including the principal executive and principal financial officers (its Chief Executive Officer and Chief Financial Officer). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Registrant’s disclosure controls and procedures are effective as of December 31, 2018.

INTERNAL CONTROL OVER FINANCIAL REPORTING

Internal Control Over Financial Reporting

Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act as a process designed by, or under the supervision of, the Registrant’s Chief Executive Officer and Chief Financial Officer, and effected by the Registrant’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and preparation of the Registrant’s consolidated financial statements for external purposes in accordance with International Financial Reporting Standards, as issued by the International Accounting Standards Board. Internal control over financial reporting includes policies and procedures that:

 

 

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Registrant;

 

 

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and directors of the Registrant; and

 

 

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Registrant’s assets that could have a material effect on the financial statements.

There have been no changes during the year ended December 31, 2018 to internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting.

The Company’s internal control system is designed to provide reasonable assurance to management and the board of directors regarding the preparation and fair presentation of published financial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness of internal control over financial reporting to future periods are subject to risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management’s Assessment and Auditor’s Attestation Report

Management’s Annual Report on Internal Control over Financial Reporting is provided on page 41 of the Registrants’ Management’s Discussion and Analysis, filed as Exhibit 99.2 to this report. KPMG LLP, an independent registered public accounting firm that audited and reported on our consolidated financial statements, has issued an attestation report on the

 

3


effectiveness of our internal control over financial reporting as of December 31, 2018. The attestation report is included on the third page of our consolidated financial statements filed as Exhibit 99.3 to this report.

AUDIT COMMITTEE

The Registrant’s Board of Directors has established a separately-designated Audit, Finance and Risk Committee (the “Audit Committee”) in accordance with Section 3(a)(58)(A) of the Exchange Act and NASDAQ Listing Rule 5605(c). As at the date of this annual report, the Registrant’s Audit Committee is comprised of the following directors, each of whom is independent as determined under each of Rule 10A-3 under the Exchange Act and NASDAQ Listing Rule 5605(a):

Benita Warmbold, Chair

Howard Balloch

Maureen Howe

Janice Rennie

All members of the Audit Committee are financially literate, meaning they are able to read and understand the Company’s financial statements and to understand the breadth and level of complexity of the issues that can reasonably be expected to be raised by the Company’s financial statements. The Audit Committee meets the composition requirements set forth by NASDAQ Listing Rule 5605(c)(2).

A description of the mandate of the Audit Committee (the “Audit Committee Charter”), together with the relevant education and experience of its members and other Committee information, may be found in the “Audit Committee Information” section of the Registrant’s Annual Information Form for the year ended December 31, 2018, filed as Exhibit 99.1 to this annual report. The full text of the Audit Committee Charter is attached as Appendix “A” to the Annual Information Form.

AUDIT COMMITTEE FINANCIAL EXPERT

The Registrant’s Board of Directors has determined that Ms. Benita Warmbold is an audit committee financial expert (as that term is defined in paragraph (8)(b) of General Instruction B to Form 40-F under the Exchange Act). The Commission has indicated that the designation of Ms. Warmbold as an audit committee financial expert does not make Ms. Warmbold an “expert” for any other purpose, impose any duties, obligations or liability on Ms. Warmbold that are greater than those imposed on members of the Audit Committee and the board of directors who do not carry this designation, or affect the duties, obligations or liability of any other member of the Audit Committee.

CODE OF ETHICS

The Registrant has adopted a Code of Business Conduct (the “Code of Ethics”) that applies to directors, officers and employees, including the Registrant’s principal executive officer, principal financial officer and principal accounting officer. The Code of Ethics materially complies with NASDAQ Listing Rule 5610, and meets the requirements for a “code of ethics” within the meaning of that term in Form 40-F. A copy of the Code of Ethics can be found on the Registrant’s website at www.methanex.com.

No waivers from or substantive amendments to the provisions of the Code were made in 2018.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

KPMG LLP, Chartered Professional Accountants, Vancouver, are the independent auditors of the Registrant. The holders of the Registrant’s common shares have resolved to have the directors of the Registrant determine the auditor’s remuneration.

The Registrant’s Audit Committee annually reviews and approves the terms and scope of the external auditors’ engagement. The Audit Committee oversees the Audit and Non-Audit Pre-Approval Policy, which sets forth the procedures and the conditions under which permissible services proposed to be performed by KPMG LLP, the Registrant’s external auditors, are pre-approved. The Audit Committee has delegated to the Chair of the Audit Committee pre-approval authority for any services not previously approved by the Audit Committee. All such services approved by the Chair of the Audit Committee are subsequently reviewed by the Audit Committee.

 

4


All non-audit service engagements, regardless of the cost estimate, are required to be coordinated and approved by the Chief Financial Officer to further ensure that adherence to this policy is monitored.

Audit and Non-Audit Fees Billed by the Independent Auditors

KPMG LLP’s global fees relating to the years ended December 31, 2018 and December 31, 2017 are as follows:

 

US$000s

    2018       2017  

Audit Fees

    1,552       1,459  

Audit-Related Fees

    56       80  

Tax Fees

    139       134  

All Other Fees

    47       0  

Total

    1,794       1,673  

The nature of each category of fees is described below.

Audit Fees

Audit fees for professional services rendered by the external auditors for the audit of the Registrant’s consolidated financial statements; statutory audits of the financial statements of the Registrant’s subsidiaries; quarterly reviews of the Registrant’s financial statements; consultations as to the accounting or disclosure treatment of transactions reflected in the financial statements; and services associated with registration statements, prospectuses, periodic reports and other documents filed with securities regulators.

Audit fees for professional services rendered by the external auditors for the audit of the Registrant’s consolidated financial statements were in respect of an “integrated audit” performed by KPMG LLP globally. The integrated audit encompasses an opinion on the fairness of presentation of the Registrant’s financial statements as well as an opinion on the effectiveness of the Registrant’s internal control over financial reporting.

Audit-Related Fees

Audit-related fees for professional services rendered by the auditors for financial audits of employee benefit plans; procedures and audit or attest services not required by statute or regulation; and consultations related to the accounting or disclosure treatment of other transactions.

Tax Fees

Tax fees for professional services rendered for tax compliance and tax advice. These services consisted of: tax compliance, including the review of tax returns; assistance in completing routine tax schedules and calculations; and advisory services relating to domestic and international taxation.

All Other Fees

Other fees for professional services rendered for consulting on project governance.

OFF-BALANCE SHEET ARRANGEMENTS

At December 31, 2018, we did not have any off-balance sheet arrangements, as defined by applicable securities regulators in Canada and the United States that have, or are reasonably likely to have, a current or future material effect on our results of operations or financial condition.

TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

Tabular disclosure of contractual obligations is made on page 23 of the Registrant’s Management’s Discussion and Analysis for the year ended December 31, 2018, filed as Exhibit 99.2 to this report.

 

5


NASDAQ CORPORATE GOVERNANCE

The Company is subject to corporate governance requirements prescribed under applicable Canadian securities laws, rule and policies. The Company is also subject to corporate governance requirements prescribed by the listing standards of the NASDAQ Stock Market, and the rules and regulations promulgated by the SEC under the Exchange Act (including those applicable rules and regulations mandated by the Sarbanes-Oxley Act of 2002).

NASDAQ Listing Rule 5615(a)(3) permits a foreign private issuer to follow its home country practice in lieu of certain corporate governance requirements of the NASDAQ Listing Rules. A foreign private issuer that follows a home country practice in lieu of one or more provisions of the NASDAQ Listing Rules is required to disclose in its annual report filed with the Commission, or on its website, each corporate governance requirement of the NASDAQ Listing Rules that it does not follow and describe the home country practice followed by the issuer in lieu of such NASDAQ corporate governance requirements.

We do not follow NASDAQ Equity Rule 5620(c), but instead follow our home country practice relating to quorum requirements at meetings of shareholders as more fully described on page 21 of the Registrant’s Annual Information Form for the year ended December 31, 2018, filed as Exhibit 99.1 to this report.

The Company believes that there are otherwise no significant differences between its corporate governance policies and those required to be followed by United States domestic issuers listed on the NASDAQ Stock Market. In particular, in addition to having a separate Audit Committee, the Registrant’s Board of Directors has established a separately-designated Human Resources Committee that materially meets the requirements for a compensation committee under NASDAQ Listing Rule 5605(d), as currently in force.

The Company is required by National Instrument 58-101 of the Canadian Securities Administrators, Disclosure of Corporate Governance Practices , to describe its practices and policies with regard to corporate governance in management information circulars that are furnished to the Company’s shareholders in connection with annual meetings of shareholders.

UNDERTAKING

The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to: the securities in relation to which the obligation to file an annual report on Form 40-F arises, or transactions in said securities.

CONSENT TO SERVICE OF PROCESS

A Form F-X signed by the Registrant and the Registrant’s agents for service of process: (a) with respect to the Common Shares, was filed with the Commission together with the Form 40-F of the Registrant on June 16, 1995; (b) with respect to the 5.25% Senior Notes due March 1, 2022 was filed with the Commission together with the Form F-9 of the Registrant on October 31, 2011; (c) with respect to the 3.25% Senior Notes due December 15, 2019 was filed with the Commission together with the Form F-10 of the Registrant on December 7, 2012; (d) with respect to the 4.25% Senior Notes due December 1, 2024 was filed with the Commission together with the Form F-10 of the Registrant on October 31, 2014; and (e) with respect to the 5.65% Senior Notes due December 1, 2044 was filed with the Commission together with the Form F-10 of the Registrant on October 31, 2014.

 

6


EXHIBITS

 

Exhibit No

  

Description

23.1    Consent of KPMG LLP
31.1    Certification of President and Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2    Certification of Senior Vice President, Finance and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1    Certification of President and Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2    Certification of Senior Vice President, Finance and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.1    Annual Information Form of the Registrant dated March 11, 2019
99.2    Management’s Discussion and Analysis for the Year Ended December 31, 2018
99.3    Audited Consolidated Financial Statements of the Registrant for the years ended December 31, 2018 and 2017 and the Independent Auditor’s Reports thereon
101.INS    XBRL Instance Document
101.SCH    XBRL Taxonomy Extension Schema Document
101.CAL    XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF    XBRL Taxonomy Extension Definitions Linkbase Document
101.LAB    XBRL Taxonomy Extension Label Linkbase Document
101.PRE    XBRL Taxonomy Extension Presentation Linkbase Document

 

7


SIGNATURES

Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereto duly authorized.

 

    METHANEX CORPORATION
Date: March 12, 2019     By:   /s/ KEVIN PRICE
    Name:     Kevin Price
    Title:   General Counsel & Corporate Secretary

LOGO

   Exhibit 23.1

KPMG LLP

PO Box 10426 777 Dunsmuir Street

Vancouver BC V7Y 1K3

Canada

Telephone (604) 691-3000

Fax (604) 691-3031

C ONSENT OF I NDEPENDENT R EGISTERED P UBLIC A CCOUNTING F IRM

The Board of Directors of Methanex Corporation

We consent to the use of our reports, each dated March 11, 2019 with respect to the consolidated financial statements and the effectiveness of internal control over financial reporting included in this annual report on Form 40-F.

We also consent to the incorporation by reference of such reports in the Registration Statements (No. 333-112624, No. 333-141833, No. 333-194850 and No. 333-217591) on Form S-8 of Methanex Corporation.

/s/ KPMG LLP

Chartered Professional Accountants

March 11, 2019

Vancouver, Canada

KPMG LLP is a Canadian limited liability partnership and a member firm of the KPMG network of

independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a

Swiss entity. KPMG Canada provides services to KPMG LLP.

 

Exhibit 31.1

CERTIFICATION

I, John Floren, certify that:

 

1.

I have reviewed this annual report on Form 40-F of Methanex Corporation;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;

 

4.

The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have:

 

  a)

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  b)

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  c)

evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  d)

disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and

 

5.

The issuer’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer’s auditors and the audit committee of issuer’s board of directors (or persons performing the equivalent functions):

 

  a)

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and

 

  b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting.

Date: March 12, 2019

 

/s/ JOHN FLOREN
John Floren
President and Chief Executive Officer

Exhibit 31.2

CERTIFICATION

I, Ian Cameron, certify that:

 

1.

I have reviewed this annual report on Form 40-F of Methanex Corporation;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;

 

4.

The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have:

 

  a)

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  b)

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  c)

evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  d)

disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and

 

5.

The issuer’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer’s auditors and the audit committee of issuer’s board of directors (or persons performing the equivalent functions):

 

  a)

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and

 

  b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting.

Date: March 12, 2019

 

/s/ IAN CAMERON
Ian Cameron

Senior Vice President, Finance

and Chief Financial Officer

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Methanex Corporation (the “Company”) on Form 40-F for the year ended December 31, 2018 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John Floren, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

 

1.

the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

2.

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

/s/ JOHN FLOREN
John Floren
President and Chief Executive Officer
March 12, 2019

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Methanex Corporation (the “Company”) on Form 40-F for the year ended December 31, 2018 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Ian Cameron, Senior Vice President, Finance and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

 

1.

the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

2.

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

/s/ IAN CAMERON
Ian Cameron
Senior Vice President, Finance and Chief Financial Officer
March 12, 2019

Exhibit 99.1

 

 

METHANEX CORPORATION

ANNUAL INFORMATION FORM

www.methanex.com

March 11, 2019

 

LOGO


                    TABLE OF CONTENTS                    Page                   

REFERENCE INFORMATION

     3  

CAUTION REGARDING FORWARD-LOOKING STATEMENTS

     4  

THE COMPANY

     6  

BUSINESS OF THE COMPANY

     7  

Overview of the Business

     7  

DEVELOPMENT OF THE BUSINESS AND CORPORATE STRATEGY

     7  

Three Year History

     7  

Our Strategy

     8  

Global Leadership

     8  

Low Cost

     9  

Operational Excellence

     9  

METHANOL INDUSTRY INFORMATION

     10  

General

     10  

Demand Factors

     10  

Supply Factors

     12  

Methanol Prices

     12  

PRODUCTION

     13  

Production Process

     13  

Operating Data and Other Information

     13  

MARKETING

     14  

DISTRIBUTION AND LOGISTICS

     14  

NATURAL GAS SUPPLY

     15  

General

     15  

New Zealand

     15  

United States

     15  

Trinidad

     15  

Canada

     16  

Egypt

     16  

Chile

     16  

FOREIGN OPERATIONS AND GOVERNMENT REGULATION

     16  

General

     16  

Chile

     17  

Egypt

     17  

RESPONSIBLE CARE

     17  

ENVIRONMENTAL MATTERS

     19  

Management of Emissions

     19  

INSURANCE

     20  

COMPETITION

     20  

EMPLOYEES

     20  

RISK FACTORS

     20  

DIVIDENDS

     20  

CAPITAL STRUCTURE

     21  

RATINGS

     22  

MARKET FOR SECURITIES

     23  

NORMAL COURSE ISSUER BID

     23  

DIRECTORS AND EXECUTIVE OFFICERS

     23  

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

     25  

EXPERTS

     25  

LEGAL PROCEEDINGS

     25  

AUDIT COMMITTEE INFORMATION

     26  

The Audit Committee Charter

     26  

Composition of the Audit Committee

     26  

Relevant Education and Experience

     26  

Pre-Approval Policies and Procedures

     27  

Audit and Non-Audit Fees Billed by the Independent Auditors

     27  

TRANSFER AGENT AND REGISTRAR

     28  

CONTROLS AND PROCEDURES

     28  

CODE OF ETHICS

     28  

ADDITIONAL INFORMATION

     28  

APPENDIX “A”

     30  

 

2


REFERENCE INFORMATION

In this Annual Information Form (“AIF”), a reference to the “Company” refers to Methanex Corporation and a reference to “Methanex,” “we,” “us,” “our” and similar words refers to the Company and its subsidiaries or any one of them as the context requires, as well as their respective interests in joint ventures and partnerships.

We use the United States dollar as our reporting currency. Accordingly, unless otherwise indicated, all dollar amounts in this AIF are stated in United States dollars.

In this AIF, unless the context otherwise indicates, all references to “methanol” are to chemical-grade methanol. Methanol’s chemical formula is CH3OH and it is also known as methyl alcohol.

In this AIF, we incorporate by reference our 2018 Management’s Discussion and Analysis (“2018 MD&A”), which contains information required to be included in this AIF. The 2018 MD&A is publicly accessible and is filed on the Canadian Securities Administrators’ SEDAR website at www.sedar.com and on the U.S. Securities and Exchange Commission’s EDGAR website at www.sec.gov .

The approximate conversion of measurement used in this AIF is as follows:

1 tonne of methanol = 332.6 US gallons of methanol

Some of the historical price data and supply and demand statistics for methanol and certain other industry data contained in this AIF are derived by the Company from industry consultants or from recognized industry reports regularly published by independent consulting and data compilation organizations in the methanol industry, including IHS Inc., Tecnon OrbiChem Ltd., Argus, ICIS, Platts and Methanol Market Services Asia. Industry consultants and industry publications generally state that the information provided has been obtained from sources believed to be reliable. We have not independently verified any of the data from third-party sources nor have we ascertained the underlying economic assumptions relied upon in these reports.

Responsible Care® is a registered trademark of the Chemistry Industry Association of Canada and is used under license by us.

 

3


CAUTION REGARDING FORWARD-LOOKING STATEMENTS

This document contains forward-looking statements with respect to us and our industry. These statements relate to future events or our future performance. All statements other than statements of historical fact are forward-looking statements. Statements that include the words “believes,” “expects,” “may,” “will,” “should,” “potential,” “estimates,” “anticipates,” “aim,” “goal” or other comparable terminology and similar statements of a future or forward-looking nature identify forward-looking statements.

More particularly and without limitation, any statements regarding the following are forward-looking statements:

 

    expected demand for methanol and its derivatives,

 

    expected new methanol supply or restart of idled capacity and timing for start-up of the same,

 

    expected shutdowns (either temporary or permanent) or restarts of existing methanol supply (including our own facilities), including, without limitation, the timing and length of planned maintenance outages,

 

    expected methanol and energy prices,

 

    expected levels of methanol purchases from traders or other third parties,

 

    expected levels, timing and availability of economically priced natural gas supply to each of our plants,

 

    capital committed by third parties towards future natural gas exploration and development in the vicinity of our plants,

 

    our expected capital expenditures,

 

    anticipated operating rates of our plants,

 

    expected operating costs, including natural gas feedstock costs and logistics costs,

 

    expected tax rates or resolutions to tax disputes,

 

    expected cash flows, earnings capability and share price,

 

    availability of committed credit facilities and other financing,
    our ability to meet covenants or obtain or continue to obtain waivers associated with our long-term debt obligations, including, without limitation, the Egypt limited recourse debt facilities that have conditions associated with the payment of cash or other distributions and the finalization of certain land title registrations and related mortgages which require actions by Egyptian governmental entities,

 

    expected impact on our results of operations in Egypt or our financial condition as a consequence of actions taken or inaction by Egyptian governmental entities,

 

    our shareholder distribution strategy and anticipated distributions to shareholders,

 

    commercial viability and timing of, or our ability to execute, future projects, plant restarts, capacity expansions, plant relocations, or other business initiatives or opportunities,

 

    our financial strength and ability to meet future financial commitments,

 

    expected global or regional economic activity (including industrial production levels),

 

    expected outcomes of litigation or other disputes, claims and assessments, and

 

    expected actions of governments, governmental agencies, gas suppliers, courts, tribunals or other third parties.
 

 

We believe that we have a reasonable basis for making such forward-looking statements. The forward-looking statements in this document are based on our experience, our perception of trends, current conditions and expected future developments as well as other factors. Certain material factors or assumptions were applied in drawing the conclusions or making the forecasts or projections that are included in these forward-looking statements, including, without limitation, future expectations and assumptions concerning the following:

 

    the supply of, demand for and price of methanol, methanol derivatives, natural gas, coal, oil and oil derivatives,
    our ability to procure natural gas feedstock on commercially acceptable terms,
    operating rates of our facilities,
 

 

4


    receipt or issuance of third-party consents or approvals, including, without limitation, governmental registrations of land title and related mortgages in Egypt and governmental approvals related to rights to purchase natural gas,

 

    the establishment of new fuel standards,

 

    operating costs, including natural gas feedstock and logistics costs, capital costs, tax rates, cash flows, foreign exchange rates and interest rates,

 

    the availability of committed credit facilities and other financing,
    global and regional economic activity (including industrial production levels),

 

    absence of a material negative impact from major natural disasters,

 

    absence of a material negative impact from changes in laws or regulations,

 

    absence of a material negative impact from political instability in the countries in which we operate, and

 

    enforcement of contractual arrangements and ability to perform contractual obligations by customers, natural gas and other suppliers and other third parties.
 

 

However, forward-looking statements, by their nature, involve risks and uncertainties that could cause actual results to differ materially from those contemplated by the forward-looking statements. The risks and uncertainties primarily include those attendant with producing and marketing methanol and successfully carrying out major capital expenditure projects in various jurisdictions, including, without limitation:

 

    conditions in the methanol and other industries including fluctuations in the supply, demand and price for methanol and its derivatives, including demand for methanol for energy uses,

 

    the price of natural gas, coal, oil and oil derivatives,

 

    our ability to obtain natural gas feedstock on commercially acceptable terms to underpin current operations and future production growth opportunities,

 

    the ability to carry out corporate initiatives and strategies,

 

    actions of competitors, suppliers and financial institutions,

 

    conditions within the natural gas delivery systems that may prevent delivery of our natural gas supply requirements,
    competing demand for natural gas, especially with respect to domestic needs for gas and electricity in Chile and Egypt,

 

    actions of governments and governmental authorities, including, without limitation, the implementation of policies or other measures that could impact the supply of or demand for methanol or its derivatives,

 

    changes in laws or regulations,

 

    import or export restrictions, anti-dumping measures, increases in duties, taxes and government royalties and other actions by governments that may adversely affect our operations or existing contractual arrangements,

 

    worldwide economic conditions, and

 

    other risks described in our 2018 MD&A.
 

 

Having in mind these and other factors, investors and other readers are cautioned not to place undue reliance on forward-looking statements. They are not a substitute for the exercise of one’s own due diligence and judgment. The outcomes implied by forward-looking statements may not occur and we do not undertake to update forward-looking statements except as required by applicable securities laws.

 

5


THE COMPANY

Methanex Corporation was incorporated under the laws of Alberta on March 11, 1968 and was continued under the Canada Business Corporations Act on March 5, 1992. Its registered and head office is located at 1800 Waterfront Centre, 200 Burrard Street, Vancouver, British Columbia, V6C 3M1 (telephone: 604-661-2600).

The following chart includes the Company’s principal operating subsidiaries as of December 31, 2018 and, for each subsidiary, its place of organization and the Company’s percentage of voting interests beneficially owned or over which the Company exercises control or direction. The chart also shows our principal production facilities and their locations.

 

LOGO

 

6


BUSINESS OF THE COMPANY

Overview of the Business

Methanol is a clear liquid commodity chemical that is predominantly produced from natural gas and is also produced from coal, particularly in China. Approximately 55% of all methanol demand is used to produce traditional chemical derivatives, including formaldehyde, acetic acid and a variety of other chemicals that form the basis of a large number of chemical derivatives for which demand is influenced by levels of global economic activity. The remaining 45% of methanol demand comes from a range of energy-related applications. These include methanol-to-olefins (“MTO”), methyl tertiary-butyl ether (“MTBE”), direct blending of methanol into gasoline (primarily in China), di-methyl ether (“DME”), biodiesel, methanol-to-gasoline (“MTG”), industrial boilers and marine fuel.

We are the world’s largest producer and supplier of methanol to the major international markets in Asia Pacific, North America, Europe and South America. Our total annual production capacity, including Methanex interests in jointly owned plants, is currently 9.4 million tonnes and is located in New Zealand, the United States, Trinidad, Egypt, Canada and Chile. In addition to the methanol produced at our sites, we purchase methanol produced by others under methanol offtake contracts and on the spot market. This gives us flexibility in managing our supply chain while continuing to meet customer needs and support our marketing efforts. We have marketing rights for 100% of the production from the jointly-owned plants in Trinidad and Egypt, which provides us with an additional 1.3 million tonnes per year of methanol offtake supply when the plants are operating at full capacity.

Refer to the Production Summary section on page 13 for more information regarding production at our plants.

DEVELOPMENT OF THE BUSINESS AND CORPORATE STRATEGY

Three Year History

2016

In April 2016, the Company announced the launch of the world’s first ocean-going vessels that can run on methanol. In 2016, the Company took delivery of a total of seven such vessels. These vessels are built with the first-of-their kind 2-stroke dual fuel engines that can run on methanol and other conventional fuels. This initiative is part of the Company’s strategy to promote methanol as a viable, efficient, environmentally friendly and convenient fuel alternative.

On June 15, 2016, the Company announced that it reached an agreement with Petrobras Energía S.A. (“Petrobras”) of Argentina to settle a legal dispute in relation to Petrobras’s natural gas delivery obligations pursuant to a long-term natural gas supply agreement between the two companies. Petrobras made a lump sum payment of $32.5 million to the Company in order to terminate both the natural gas supply agreement and any and all claims in relation to such agreement.

On July 28, 2016, the Company announced that it reached an agreement with Empresa Nacional del Petróleo (“ENAP”) for gas supply for the period through May 2018. The Company also announced its wholly-owned Chilean subsidiary signed a Term Sheet with GeoPark Fell SpA in order to extend its current gas supply agreement for an additional 10 year term, beyond April 2017.

2017

On March 6, 2017, the Company announced that its Board of Directors approved a normal course issuer bid to commence on March 13, 2017 pursuant to which the Company may purchase up to 4,492,141 common shares, representing approximately 5% of the 89,842,838 shares issued and outstanding at that time.

On July 26, 2017, the Company announced that it received approval from the Toronto Stock Exchange to amend the normal course issuer bid initiated on March 13, 2017 in order to increase the maximum number of common shares that may be acquired under the bid from 4,492,141 common shares to 6,152,358 common shares, representing 10% of the public float at the time of the announcement.

On November 8, 2017, the Company announced the signing of a long-term natural gas supply agreement to extend the supply of gas for the Medicine Hat plant to 2031.

On December 7, 2017, the Company announced that it reached an agreement with ENAP for additional gas supply for the Chile operations through to December 31, 2019.

 

7


2018

On March 5, 2018, the Company announced that its Board of Directors approved a normal course issuer bid to commence on March 13, 2018 pursuant to which the Company may purchase up to 6,590,095 common shares, representing 10% of the public float at the time of the announcement.

On July 17, 2018, the Company announced it had reached long-term agreements for natural gas supply to its New Zealand operations which are expected to supply gas to underpin over half of Methanex’s 2.4 million tonnes of annual production capacity in New Zealand for a period of 11 years through to 2029.

On August 13, 2018, the Company announced that it has signed agreements with Pan American Sur SA, Compañia General de Combustibles SA, Total Austral SA and Wintershall Energia SA for additional gas supply to its Chile facilities through to June 1, 2020. It is expected that these new agreements, combined with existing contracts from other gas producers, will allow for a two-plant operation in Chile during the southern hemisphere summer months and up to a maximum of 75% of a two-plant operation annually.

On October 9, 2018, the Company announced that it has successfully restarted and produced first methanol from its 0.8 million tonne Chile IV plant that has been idle since 2007. The Company also announced that the Argentine Government granted permits to allow for the export of natural gas from Argentina to Chile and the Company has begun to receive natural gas from Argentine suppliers.

Our Strategy

Our primary objective is to create value by maintaining and enhancing our leadership in the global production, marketing and delivery of methanol to customers. To achieve this objective we have a simple, clearly defined strategy: global leadership, low cost and operational excellence. We also pride ourselves in being a leader in Responsible Care. Our brand differentiator “ The Power of Agility ® ” defines our culture of flexibility, responsiveness and creativity that allows us to capitalize on opportunities quickly as they arise, and swiftly respond to customer needs.

Global Leadership

Global leadership is a key element of our strategy. We are focused on maintaining and enhancing our position as the major producer and supplier in the global methanol industry, improving our ability to cost-effectively deliver methanol to customers and supporting both traditional and energy-related global methanol demand growth.

We are the leading producer and supplier of methanol to the major international markets in Asia Pacific, North America, Europe and South America. Our 2018 sales volume of 11.2 million tonnes of methanol represented approximately 14% of global methanol demand. Our leadership position has enabled us to play an important role in the industry, which includes publishing Methanex reference prices that are used in each major market as the basis of pricing for our customer contracts.

The geographically diverse locations of our production sites allow us to deliver methanol cost-effectively to customers in all major global markets, while investments in global distribution and supply infrastructure, which include a fleet of ocean-going vessels and terminal capacity within all major international markets, enable us to enhance value to customers by providing reliable and secure supply.

A key component of our global leadership strategy is the strength of our asset position with over 8.5 million tonnes of operating capacity in 2018. We achieved a second consecutive year of record production in 2018 with 7.2 million tonnes. For a number of years, our Chile operations have been operating at less than full production capacity. The restart of our Chile IV plant in late 2018 returns Chile to a two plant operation and provides further potential to increase production over the near term.

Another key component of our global leadership strategy is our ability to supplement methanol production with methanol purchased from third parties to give us flexibility in our supply chain to meet customer commitments. We purchase methanol through a combination of methanol offtake contracts and spot purchases. We manage the cost of purchased methanol by taking advantage of our global supply chain infrastructure, which allows us to purchase methanol in the most cost-effective region while still maintaining overall security of supply.

 

8


The Asia Pacific region continues to lead global methanol demand growth and we have invested in and enhanced our presence in this important region. We have storage capacity in China, South Korea and Japan that allows us to cost-effectively manage supply to customers and we have offices in Hong Kong, Shanghai, Tokyo, Seoul and Beijing to enhance customer service and industry positioning in the region. This enables us to participate in and improve our knowledge of the rapidly evolving and high growth methanol markets in China and other Asian countries. Our expanding presence in Asia Pacific has also helped us identify several opportunities to support the development of applications for methanol in the energy-related sector.

Low Cost

A low cost structure is an important competitive advantage in a commodity industry and is a key element of our strategy. Our approach to major business decisions is guided by a drive to improve our cost structure and create value for shareholders. The most significant components of total costs are natural gas for feedstock and distribution costs associated with delivering methanol to customers. Our cost structure per tonne continues to benefit from significant leverage on our fixed costs as production increases.

The New Zealand, Trinidad and Egypt facilities are underpinned by natural gas purchase agreements where the natural gas price varies with methanol prices. This pricing relationship enables these facilities to be competitive throughout the methanol price cycle. We have a fixed price contract to supply substantially all our Geismar 1 facility and forward contracts to hedge natural gas prices for approximately 40% of the natural gas requirements of our Geismar 2 facility through 2025 with the remainder of natural gas requirements at Geismar purchased in the spot market. We have entered into fixed price contracts to supply the majority of our natural gas requirements for our Medicine Hat facility through 2031. We have natural gas contracts for our Chile facility from Chilean and Argentine suppliers with varying terms including both fixed price contracts and a portion of the supply where the natural gas price varies with methanol prices.

Our production facilities are well located to supply global methanol markets. Still, the cost to distribute methanol from production locations to customers is a significant component of total operating costs. These include costs for ocean shipping, in-market storage facilities and in-market distribution. We are focused on identifying initiatives to reduce these costs, including optimizing the use of our shipping fleet, third-party backhaul arrangements and taking advantage of prevailing conditions in the shipping market by varying the type and length of term of ocean vessel contracts. In 2018, we had seven vessels in our fleet equipped with flex-fuel engines that can run on conventional fuel or methanol, which provides us flexibility in our supply chain. In 2019, 40% of our fleet will be able to run on methanol as four new vessels will be added with flex-fuel engines. We also look for opportunities to leverage our global asset position by entering into geographic product exchanges with other methanol producers to reduce distribution costs.

Operational Excellence

We maintain a focus on operational excellence in all aspects of our business. This includes excellence in manufacturing and supply chain processes, marketing and sales, human resources, corporate governance practices and financial management.

To differentiate ourselves from competitors, we strive to be the best operator in all aspects of our business and to be the preferred supplier to customers. We believe that reliability of supply is critical to the success of our customers’ businesses and our goal is to deliver methanol reliably and cost-effectively. We have a commitment to Responsible Care (an operating ethic and set of principles developed by the Chemistry Industry Association of Canada) and we use it as the umbrella under which we manage issues related to employee health and safety, environmental protection, community involvement, social responsibility, sustainability, security and emergency preparedness at each of our facilities and locations. Through the International Council of Chemical Associations, over 60 countries have adopted the Responsible Care Ethic and Principles for Sustainability. We believe a commitment to Responsible Care helps us achieve an excellent overall environmental and safety record.

Product stewardship is a vital component of a Responsible Care culture and guides our actions through the complete life cycle of our product. We aim for the highest safety standards to minimize risk to employees, customers and suppliers as well as to the environment and the communities in which we do business. We promote the proper use and safe handling of methanol at all times through a variety of internal and external health, safety and environmental initiatives, and we work with industry colleagues to improve safety standards. We readily share technical and safety expertise with key stakeholders, including customers, end-users, suppliers, logistics providers and industry associations in the methanol and methanol applications marketplace through active participation in local and international industry associations, seminars and conferences and online education initiatives.

As a natural extension of the Responsible Care ethic, we have a Social Responsibility policy that aligns corporate governance, employee engagement and development, community involvement and social investment strategies with our core values and corporate strategy.

 

9


Our strategy of operational excellence also includes the financial management of the Company. We operate in a highly competitive commodity industry. Accordingly, we believe it is important to maintain financial flexibility and we have adopted a prudent approach to financial management. We have an undrawn $300 million credit facility provided by highly rated financial institutions that expires in December 2022. As at December 31, 2018, we had a strong balance sheet and a cash balance of $256 million. We believe we are well-positioned to meet our financial commitments, pursue our growth opportunities and deliver on our commitment to return excess cash to shareholders through dividends and share repurchases.

METHANOL INDUSTRY INFORMATION

General

In 2018, approximately 55% of all methanol was used to produce a variety of traditional chemical derivatives, including formaldehyde and acetic acid, the demand for which is influenced by levels of global economic activity. These derivatives are used to manufacture a wide range of end products, including plywood, particleboard, foams, resins and plastics. The remainder of methanol demand comes from energy-related applications. MTO and MTBE are the largest of these energy-related demand drivers but this segment also includes direct blending of methanol into gasoline, DME, biodiesel, industrial boilers and marine fuel. The demand for methanol into energy-related applications will depend on a number of factors including pricing for their various final products, which in turn depends on the level of global energy prices.

The methanol market is global and, over the last several years, has become more complex and subject to increasingly diverse influences due to the expanding number of uses for methanol and its derivatives around the world.

Demand Factors

Reflecting the diversity of its uses, methanol demand is influenced by a wide range of economic, industrial, environmental, legal, regulatory and other factors, including energy prices due to the growing use of methanol in energy-related applications. Changes in energy prices, a slowdown in global or regional economic growth and/or changes in regulations could impact methanol demand.

We estimate that total global demand for methanol in 2018, excluding methanol produced in integrated coal-to-olefins facilities, increased by over 3% versus 2017 to approximately 81 million tonnes. Energy-related demand grew by approximately 4% year-over-year and traditional chemical derivative demand grew by approximately 3% year-over-year.

Traditional Chemical Derivative Demand

Historically, demand growth for methanol in chemical derivatives has been closely correlated to economic and industrial production growth rates. The use of methanol derivatives such as formaldehyde and acetic acid in the building industry means that building and construction cycles and the level of wood products production, housing starts, refurbishments and consumer spending are important factors in determining demand for such derivatives. Demand is also affected by automobile production, durable goods production, industrial investment and environmental and health trends, as well as new product development. Historically, chemical derivative demand for methanol has been relatively insensitive to changes in methanol prices. We believe this demand inelasticity is due to the fact that there are limited, if any, cost-effective substitutes for methanol-based chemical derivative products and because methanol costs in most cases account for only a small portion of the value of many of the end products.

Formaldehyde Demand

In 2018, methanol demand for the production of formaldehyde represented approximately 30% of global methanol demand. The largest use for formaldehyde is as a component of urea-formaldehyde and phenol-formaldehyde resins, which are used as wood adhesives for plywood, particleboard, oriented strand board, medium-density fibreboard and other reconstituted or engineered wood products. There is also demand for formaldehyde as a raw material for engineering plastics and in the manufacture of a variety of other products, including elastomers, paints, building products, foams, polyurethane and automotive products.

Acetic Acid Demand

In 2018, methanol used to produce acetic acid represented approximately 9% of global methanol demand. Acetic acid is a chemical intermediate used principally in the production of vinyl acetate monomer, acetic anhydride, purified terephthalic acid and acetate solvents, which are used in a wide variety of products, including adhesives, paper, paints, plastics, resins, solvents, pharmaceuticals and textiles.

 

10


Other Chemical Derivative Demand

The remaining chemical derivative demand for methanol is in the manufacture of methylamines, methyl methacrylate and a diverse range of other chemical products that are ultimately used to make products such as adhesives, coatings, plastics, film, textiles, paints, solvents, paint removers, polyester resins and fibres, explosives, herbicides, pesticides and poultry feed additives. Other end uses include silicone products, aerosol products, de-icing fluid, windshield washer fluid for automobiles and antifreeze for pipeline dehydration.

Energy Demand

There are several energy-related uses for methanol that have developed in the past decade and many of these have experienced substantial growth in recent years. In 2018, methanol demand for energy-related use continued to grow and represented approximately 45% of total global methanol demand. This demand was comprised of merchant MTO, which represented approximately 14% of global demand in 2018, methanol for the production of MTBE, which represented about 12% of total 2018 demand as well as other applications including direct blending of methanol into gasoline, DME, biodiesel and fuel for industrial boilers which together accounted for over 19% of total 2018 demand. While methanol demand in energy-related applications is strongest in China, a number of countries around the world are considering adopting these applications on a wider scale. The future operating rates and methanol consumption from energy-related applications using methanol as a feedstock will depend on a number of factors, including pricing for their various final products, which in turn depends on the level of global energy prices.

Methanol-to-Olefins (MTO) Demand

Light olefins (ethylene and propylene) are the basic building blocks used to make many plastics that have wide application in packaging, textiles, plastic parts and containers, and automotive components. Olefins can be produced from various feedstocks, including naphtha, liquefied petroleum gas (“LPG”), ethane and methanol. In China, olefins have historically been produced using naphtha, a product derived from oil. Over the past several years, methanol demand into olefins has emerged as a significant new energy-related derivative for methanol. The first merchant MTO plant in China started up in 2012, and in 2018, over 11 million tonnes of methanol in the merchant market was consumed by MTO plants in China (excluding demand from upstream-integrated coal-to-olefins plants). We estimate the current MTO capacity for merchant methanol to be about 14 million tonnes per annum.

MTBE Demand

MTBE is used primarily as an oxygenate blended in gasoline to contribute octane and reduce the amount of harmful exhaust emissions from motor vehicles. MTBE is an efficient and cost-competitive gasoline component and, as such, is increasingly used in developing countries targeting gasoline pool extension and clean air benefits at a cost lower than that of alternatives. Asia represents the majority of global MTBE demand, with China being a significant market. China is now the world’s largest automotive market with growing gasoline demand and has publicly stated its desire to reduce exhaust emissions. However, we expect that China’s E10 (10% ethanol in gasoline) mandate could impact growth in MTBE demand in China going forward. In the U.S., MTBE production continues to increase for export markets (Latin America and Europe mainly) as idled assets have restarted and a new project is under evaluation. By the end of 2018, close to ten million tonnes of methanol was consumed for the production of MTBE. We believe that global demand for MTBE outside China will experience growth over the coming years.

Methanol Demand for Fuel Applications

Methanol can be used as fuel for transportation, industrial boilers and, in a smaller quantity, for cooking stoves. Methanol is blended into gasoline or used as a substitute for gasoline or diesel as a transportation fuel because of its competitive pricing relative to gasoline as well as for its clean air benefits. China’s central and provincial governments have implemented a range of fuel-blending standards for methanol that promote the use of methanol as a vehicle fuel. Methanol in small quantities is being blended with gasoline in the United Kingdom, the Netherlands and Israel, and commercialization activities are underway in other countries, including Egypt, Iceland, India, Italy and New Zealand. Driven by International Maritime Organization regulations that limit sulphur and nitrogen oxide emissions from marine vessels, methanol is now being used as a clean-burning marine fuel. In 2018, Waterfront Shipping operated seven dual-fuel vessels fueled by methanol and four more new duel-fuel ships will be delivered in 2019. We believe that others in the shipping industry may also choose methanol as a marine fuel. In China, increasing demand for methanol as fuel in industrial boilers is driven by the government mandates to ban small scale coal fired boilers in northern China to improve air quality. In 2018, China published a national standard for burners of industrial boilers that includes methanol as a liquid fuel for burners. Smaller quantities of methanol are also used in China directly as cooking fuel. In 2018, global methanol demand for use in fuel applications was estimated at over eight million tonnes.

 

11


DME Demand

DME is a clean-burning fuel that can be stored and transported like LPG. DME, which is typically produced from methanol, can be blended up to approximately 20% with LPG and used for household cooking and heating. DME can also be used as a clean-burning substitute for diesel fuel in transportation. However, while the technology for using DME as a diesel fuel substitute is well advanced, it has not yet entered widespread commercialization. In 2018, global methanol demand for use in DME was estimated at over four million tonnes. In addition to DME production in China, DME is being produced and projects promoting the use of DME are under development in other countries including Australia, Canada, Indonesia, Japan, Korea, the United States, Trinidad and parts of Europe.

Supply Factors

Methanol is predominantly produced from natural gas and is also produced from coal, particularly in China. In addition, the industry has historically operated below stated capacity on a consistent basis, even in periods of high methanol prices, due primarily to shutdowns for planned and unplanned repairs and maintenance as well as shortages of feedstock and other production inputs.

There is typically a span of four to six years to plan and construct a new world-scale methanol plant. Additional methanol supply may also become available with the restart of methanol plants whose production has been idled, by relocating methanol plants or by carrying out expansions or debottlenecking of existing plants to increase their production capacity.

Typical of most commodity chemicals, periods of high methanol prices encourage high-cost producers to operate at maximum rates and also encourage the construction of new plants and expansion projects, leading to the possibility of oversupply in the market. However, historically, many of the announced capacity additions have not been constructed for a variety of reasons. There are significant barriers to entry in this industry. The construction of world-scale methanol facilities requires significant capital over a long lead time, a location with access to significant natural gas or coal feedstock with appropriate pricing, and an ability to cost-effectively and reliably deliver methanol to customers.

There were two major new capacities commissioned outside of China in 2018: the 1.8 million tonne Natgasoline project in the United States jointly owned by OCI N.V. and Consolidated Energy Limited and the 1.65 million tonne project by Marjan Methanol Company in Iran. In China, we estimate that over two million tonnes of new non-integrated production capacity was added in 2018.

Over the next few years, the majority of large-scale capacity additions outside of China are expected to be in the Americas and the Middle East. Caribbean Gas Chemical Limited is constructing a 1.0 million tonne plant in Trinidad with announced production targeted for late 2019. Yuhuang Chemical Industries Inc. announced it is progressing plans to complete a 1.7 million tonne project in St. James Parish, Louisiana with an announced target completion date in 2020. There are other large-scale projects under discussion in North America; however, we believe that there has been limited committed capital to date. There are other projects under construction in Iran that we continue to monitor including the Kaveh and Bushehr plants. We anticipate that new non-integrated capacity additions in China will be modest due to a continuing degree of restrictions placed by the Chinese government on new standalone coal-based capacity additions. We expect that production from new capacity in China will be consumed in that country.

Methanol Prices

The methanol business is a highly competitive commodity industry and prices are affected by supply and demand fundamentals and general energy price environment. Methanol prices have historically been, and are expected to continue to be, characterized by cyclicality.

We publish regional non-discounted reference prices for each major methanol market and these posted prices are reviewed and revised monthly or quarterly based on industry fundamentals and market conditions. Most of our customer contracts use published Methanex reference prices as a basis for pricing, and we offer discounts to customers based on various factors.

 

12


LOGO

We are not able to predict future methanol supply and demand balances, market conditions, global economic activity, methanol prices or energy prices, all of which are affected by numerous factors beyond our control. Since methanol is the only product we produce and market, the price of methanol has a significant effect on our results of operations and financial condition.

PRODUCTION

Production Process

The methanol manufacturing process used in our facilities typically involves heating natural gas, mixing it with steam and passing it over a nickel catalyst where the mixture is converted into carbon monoxide, carbon dioxide and hydrogen. This reformed gas (also known as synthesis gas or syngas) is then cooled, compressed and passed over a copper-zinc catalyst to produce crude methanol. Crude methanol consists of approximately 80% methanol and 20% water by weight. To produce chemical-grade methanol, crude methanol is distilled to remove water, higher alcohols and other impurities.

Operating Data and Other Information

We endeavour to operate our production facilities around the world in an optimal manner to lower our overall delivered cost of methanol.

Scheduled shutdowns of plants are necessary to change catalysts or perform maintenance activities that cannot otherwise be completed with the plant operating (a process commonly known as a turnaround). These shutdowns typically take between four and five weeks. Catalysts generally need to be changed every three to six years depending on technology, although there is flexibility to extend catalyst life if conditions warrant. Careful planning and scheduling is required to ensure that maintenance and repairs can be carried out during turnarounds. In addition, both scheduled and unscheduled shutdowns may occur between turnarounds. We prepare a long-term turnaround schedule that is updated annually for all of our production facilities.

 

13


The following table sets forth the annual production capacity and actual production for our facilities that operated for the last two years (in the case of Atlas and Egypt, the table reflects our equity interest share):

 

     

Annual

Production

Capacity (1)

    

Annual

Operating

Capacity (2)

    

2018

Production

    

2017

Production

 
      (000 tonnes/year)          (000 tonnes/year)          (000 tonnes)          (000 tonnes)      
   

New Zealand (3)

     2,430        2,430        1,606        1,943  
   

Geismar (USA)

     2,000        2,000        2,078        1,935  
   

Trinidad (Methanex interest) (4)

     2,000        2,000        1,702        1,768  
   

Egypt (50% interest)

     630        630        613        534  
   

Medicine Hat (Canada)

     600        600        600        593  
   

Chile (5)

     1,720        880        612        414  
       9,380        8,540        7,211        7,187  

 

  (1)

Annual production capacity reflects, among other things, average expected plant outages, turnarounds and average age of the facility’s catalyst. As a result, the actual production of a facility may be higher or lower than the stated annual production capacity.

 

  (2)

Annual operating capacity includes only those facilities which are currently capable of operating, but excludes any portion of an asset that is underutilized due to a lack of natural gas feedstock over a prolonged period of time. The operating capacity of our production facilities may be higher than original nameplate capacity as, over time, these figures have been adjusted to reflect ongoing operating efficiencies at these facilities. Actual production for a facility in any given year may be higher or lower than operating capacity due to a number of factors, including natural gas composition or the age of the facility’s catalyst.

 

  (3)

The operating capacity of New Zealand is made up of the two Motunui facilities and the Waitara Valley facility (refer to the Natural Gas Supply - New Zealand section below).

 

  (4)

The operating capacity of Trinidad is made up of the Titan (100% interest) and Atlas (63.1% interest) facilities (refer to the Natural Gas Supply - Trinidad section below).

 

  (5)

The production capacity of our Chile I and IV facilities is 1.7 million tonnes annually assuming access to natural gas feedstock. For 2018, our operating capacity in Chile is 0.9 million tonnes. In the fourth quarter of 2018 we restarted our 0.8 million tonne Chile IV plant that had been idle since 2007. Chile operating capacity will be updated in 2019 to reflect the two plant operation (refer to the Chile section below).

Refer to the Production Summary section of our 2018 MD&A for more information.

MARKETING

We sell methanol on a worldwide basis to every major market through an extensive marketing and distribution system with marketing offices in North America (Dallas and Vancouver), Europe (Brussels), Asia Pacific (Hong Kong, Shanghai, Tokyo, Seoul and Beijing), South America (Santiago) and the Middle East (Dubai). Most of our customers are large global or regional petrochemical manufacturers or distributors.

We believe our ability to sell methanol from geographically dispersed production sites enhance our ability to serve major chemical and petrochemical producers as customers for whom reliability of supply and quality of service are important.

In addition to selling methanol that we produce at our own facilities, we also sell methanol that we purchase from other suppliers through methanol purchase agreements and on the spot market. This provides us with flexibility in our supply chain and allows us to continue to meet customer commitments.

DISTRIBUTION AND LOGISTICS

All of our methanol production facilities except Medicine Hat are located adjacent to deepwater ports. Methanol is pumped from our coastal plants by pipeline to these ports for shipping. We currently own or manage a fleet of approximately 28 ocean-going vessels to ship this methanol. We lease or own in-region storage and terminal facilities in North America, Europe, South America and Asia Pacific. We also use barge, rail, pipelines and, to a lesser extent, truck transport in our delivery system.

To retain optimal flexibility in managing our shipping fleet, we have entered into short-term and long-term time charter agreements covering vessels with a range of capacities. We also ship methanol under contracts of affreightment and through spot arrangements. We use larger vessels as key elements in our supply chain to move product from our production facilities to storage facilities located in major ports and for direct delivery to some customers. We also use smaller vessels capable of entering into restricted ports to deliver directly to other customers.

 

14


The cost to distribute methanol to customers represents a significant component of our operating costs. These include costs for ocean shipping, storage and distribution. We are focused on identifying initiatives to reduce these costs and we seek to maximize the use of our shipping fleet to reduce costs. We take advantage of prevailing conditions in the shipping market by varying the type and length of term of ocean vessel charter contracts. We are continuously investigating opportunities to further improve the efficiency and cost-effectiveness of distributing methanol from our production facilities to customers. We also look for opportunities to leverage our global asset position by entering into product exchanges with other methanol producers to reduce distribution costs.

Our Atlas and Titan plants in Trinidad are ideally located to supply customers in all global markets. Our plants in New Zealand primarily supply customers in the Asia Pacific region, but also supply European, North American and South American markets when required. Our production site in Chile can supply all global regions due to its geographic location. Our Egypt plant primarily services our European markets but can also supply Asia. Our Medicine Hat plant serves our customer base in North America and the Geismar plants can serve customers across North America, Europe and Asia.

NATURAL GAS SUPPLY

General

Natural gas is the principal feedstock for producing methanol and it accounts for a significant portion of our operating costs. Accordingly, our results from operations depend in large part on the availability and security of supply and the price of natural gas. If, for any reason, we are unable to obtain sufficient natural gas for any of our plants on commercially acceptable terms or we experience interruptions in the supply of contracted natural gas, we could be forced to curtail production or close such plants, which could have an adverse effect on our results of operations and financial condition.

New Zealand

We have three plants in New Zealand with a total production capacity of up to 2.4 million tonnes of methanol per year, depending on natural gas composition. Two plants are located at Motunui and the third is located at nearby Waitara Valley. We have entered into several agreements with various natural gas suppliers to underpin our New Zealand operations with terms that range in length up to 2029. All agreements in New Zealand are take-or-pay agreements and include U.S. dollar base and variable price components where the variable price component is adjusted by a formula related to methanol prices above a certain level. We believe this pricing relationship enables these facilities to be competitive at all points in the methanol price cycle and provides gas suppliers with attractive returns. Certain of these contracts require the supplier to deliver a minimum amount of natural gas with additional volume dependent on the success of exploring and developing the related natural gas field.

We continue to pursue opportunities to contract additional natural gas to supply our plants in New Zealand.

United States

We have two plants in Geismar, Louisiana with a total production capacity of 2.0 million tonnes. The Geismar facilities commenced first methanol production in 2015.

We have a fixed price agreement for the supply of substantially all of the natural gas requirements for the Geismar 1 facility that expires in 2025. We have forward contracts to hedge approximately 40% of the natural gas prices for the Geismar 2 facility through 2025 with the remainder of natural gas requirements at Geismar purchased in the spot market.

Trinidad

Natural gas for our two methanol production facilities in Trinidad, with our share of total production capacity being 2.0 million tonnes per year, is supplied under take-or-pay contracts with the National Gas Company of Trinidad and Tobago Limited (“NGC”), which purchases the natural gas from upstream gas producers. Gas paid for, but not taken, in any year may be received in subsequent years subject to certain limitations. The contracts for Titan and Atlas have U.S. dollar base and variable price components, where the variable portion is adjusted by a formula related to methanol prices above a certain level. The contract for Atlas expires in 2024 and the contract for Titan expires at the end of 2019.

Since 2011, large industrial consumers in Trinidad, including our Titan and Atlas facilities, have experienced curtailments of natural gas supply due to a mismatch between upstream supply to NGC and downstream demand from NGC’s customers. Although in 2018, Trinidad has commissioned certain upstream facilities and taken measures to optimize the gas transportation network, we expect that gas curtailments to our facilities will continue for the foreseeable future.

 

15


Canada

We have entered into fixed price contracts to supply substantially all of our natural gas requirements for our Medicine Hat facility through 2031. In addition to hedges in place through 2022, we have a long-term, fixed price physical supply contract with a progressively growing supply commitment that started in 2018 and increases to 80-90% of the plant’s natural gas requirements from 2023 through 2031.

Egypt

We have a 25-year, take-or-pay natural gas supply agreement expiring in 2036 for the 1.26 million tonne per year methanol plant in Egypt in which we have a 50% equity interest. The price paid for gas is based on a U.S. dollar base price plus a variable price component that is adjusted by a formula related to methanol prices above a certain level. Under the contract, the gas supplier is obligated to supply, and we are obliged to take or pay for, a specified annual quantity of natural gas. Gas paid for, but not taken, in any year may be received in subsequent years subject to limitations. In addition, the natural gas supply agreement has a mechanism whereby we are partially compensated when gas delivery shortfalls in excess of a certain threshold occur. Natural gas is supplied to this facility from the same gas delivery grid infrastructure that supplies other industrial users in Egypt, as well as the general Egyptian population (refer to the Foreign Operations and Government Regulation - Egypt section on page 17 for more information).

Chile

Natural gas for our two plants in Chile is supplied by various producers in Chile and Argentina. A portion of the contracted gas is subject to deliver or pay and take or pay provisions. We believe that our current gas agreements will allow for a two-plant operation in Chile during the southern hemisphere summer months and up to a maximum of 75% of a two-plant operation annually in the near-term. The price paid for natural gas is a mix of both fixed price and a U.S. dollar base price plus a variable price component that is adjusted by a formula related to methanol prices above a certain level.

Our primary Chilean natural gas supplier is Empresa Nacional del Petróleo (“ENAP”). ENAP has made significant investments in the development of natural gas from unconventional reservoirs and this effort has resulted in increased gas deliveries from ENAP to our facilities. In January 2016, the U.S. Geological Survey assessed a technically recoverable mean resource of 8.3 trillion cubic feet of unconventional tight gas in the Chilean Magallanes Province. However, the potential for a sustained increase in gas deliveries to our plants depends on the economics of the development of gas discoveries and, ultimately, the price at which we can obtain gas.

During 2018, we received natural gas from Argentina under a tolling arrangement whereby the natural gas received was converted into methanol and then re-delivered to Argentina. This tolling arrangement has now expired.

In September 2018, we started receiving natural gas from Argentina under four new gas supply agreements. These contracts supply gas under interruptible conditions until mid-2020.

We are continuing to work with gas suppliers in Chile and Argentina to secure sufficient natural gas to sustain our Chile operations beyond December 2019.

FOREIGN OPERATIONS AND GOVERNMENT REGULATION

General

We have substantial operations and investments outside of North America, and as such we are affected by foreign political developments and federal, provincial, state and other local laws and regulations. We are subject to risks inherent in foreign operations, including loss of revenue, property and equipment as a result of expropriation; import or export restrictions; anti-dumping measures; nationalization, war, civil unrest, insurrection, acts of terrorism and other political risks; increases in duties, taxes and governmental royalties; renegotiation of contracts with governmental entities; as well as changes in laws or policies or other actions by governments that may adversely affect our operations.

 

16


We derive a substantial portion of our revenue from production and sales by subsidiaries outside of Canada, and the payment of dividends or the making of other cash payments or advances by these subsidiaries to us may be subject to restrictions or exchange controls on the transfer of funds in or out of the respective countries or result in the imposition of taxes on such payments or advances. We have organized our foreign operations in part based on certain assumptions about various tax laws (including capital gains and withholding taxes), foreign currency exchange and capital repatriation laws and other relevant laws of a variety of foreign jurisdictions. While we believe that such assumptions are reasonable, we cannot provide assurance that foreign taxation or other authorities will reach the same conclusion. Further, if such foreign jurisdictions were to change or modify such laws, we could suffer adverse tax and financial consequences.

The dominant currency in which we conduct business is the United States dollar, which is also our reporting currency. The most significant components of our costs are natural gas feedstock and ocean-shipping costs and substantially all of these costs are incurred in United States dollars. Some of our underlying operating costs, capital expenditures and purchases of methanol, however, are incurred in currencies other than the United States dollar, principally the Canadian dollar, the Chilean peso, the Trinidad and Tobago dollar, the New Zealand dollar, the euro, the Egyptian pound and the Chinese yuan. We are exposed to increases in the value of these currencies that could have the effect of increasing the United States dollar equivalent of cost of sales, operating expenses and capital expenditures. A portion of our revenue is earned in euros, Canadian dollars and Chinese yuan. We are exposed to declines in the value of these currencies compared to the United States dollar, which could have the effect of decreasing the United States dollar equivalent of our revenue.

Trade in methanol is subject to duty in a number of jurisdictions. Methanol sold in certain markets from our producing regions is currently subject to import duties ranging from 0% to 5.5%. As well, an additional 10% tariff was enacted in 2018 on methanol imported from the US to China and from China to the US. There can be no assurance that the duties will not increase, that duties will not be levied in other jurisdictions in the future or that we will be able to mitigate the impact of future duties, if levied, or that future duties will not have a significant negative effect.

Chile

Our wholly owned subsidiary, Methanex Chile SpA (“Methanex Chile”), owns two methanol plants on our Chilean production site. Chilean foreign investment regulations provide certain benefits and guarantees to companies that enter into a foreign investment contract (“DL 600 Contract”) with Chile. Methanex Chile has entered into DL 600 Contracts, substantially identical in all matters material for Methanex Chile, for both plants. Under the DL 600 Contracts, Methanex Chile is authorized to remit from Chile, in United States dollars or any other freely convertible currency, all or part of its profits and, after one year, its equity. The DL 600 Contracts provide that they cannot be amended or terminated except by written agreement.

Egypt

Since the plant commenced operations in 2011, Egypt has experienced periods of significant social unrest, including acts of sabotage and government transitions. We believe that these factors previously contributed to constraints in the development of new supplies of natural gas coming to market resulting in our Egypt plant operating below full capacity before late-2016.

Since late-2016, gas deliveries have improved significantly and we have received 100% of contracted gas supply. This is largely a result of the Egyptian government’s significant efforts to improve the gas supply situation in the country by encouraging natural gas exploration. These efforts coupled with continuing natural gas discoveries have successfully strengthened the natural gas supply and demand balance in Egypt which has resulted in the Egyptian government declaring natural gas self-sufficiency in late 2018.

RESPONSIBLE CARE

As a member of the Chemistry Industry Association of Canada (“CIAC”), the American Chemistry Council (“ACC”), Asociación Gremial de Industriales Quimicos de Chile, Responsible Care New Zealand, European Chemical Industry Council, Association of International Chemical Manufacturers (China), Japan Chemical Industry Association and Gulf Petrochemicals and Chemicals Association, we are committed to the ethics and principles of Responsible Care.

Responsible Care is the umbrella under which we manage our business in relation to health, safety, the environment, community involvement, social responsibility, sustainability, security and emergency preparedness at each of our facilities and locations.

 

17


Accordingly, we have established policies, systems and procedures to promote and encourage the responsible development, introduction, manufacture, transportation, storage, handling, distribution and use of methanol and ultimate disposal of hazardous waste and residual chemical products so as to do no harm to human health and well-being, the environment and the communities in which we operate while striving to improve the environment and people’s lives.

Methanex’s Responsible Care/Social Responsibility (“RC/SR”) related policies and programs are based on Chemical Industry Association of Canada’s RC Ethic and Principles for Sustainability and the CIAC RC Codes of Practice. Some of the countries where we operate have different standards than those applied in North America. Our policy is to adopt the more stringent of either Responsible Care practices or local regulatory or association requirements at each of our facilities.

Sound corporate governance is the foundation of our long-term success and the sustainability of our operations. Our corporate governance policies ensure that we have strong management and clear direction for all of Methanex’s business affairs. The application of Responsible Care begins with our Board of Directors, which has appointed a Responsible Care Committee and Public Policy Committee, and extends throughout our organization.

The Company’s Board of Directors and senior management team establish the direction for Methanex’s RC/SR practices. The Board’s Responsible Care Committee provides oversight of the RC program performance and related matters at the policy level, while the Public Policy Committee provides focus on the SR program. The two committees consider ethics, accountability, governance, business relationships, products and services, community involvement and the protection of people and the environment. The senior management team has overall responsibility for Methanex’s RC/SR policies and programs, ensuring that they align with the Board’s requirements and the Company’s business strategy. These programs are directed and managed by the Vice President, Responsible Care and Operational Excellence and the Vice President, Global Market Development & Stakeholder Relations, who lead Methanex’s Global Responsible Care Team and Global Market Development & Stakeholder Relations Team, respectively.

Methanex evaluates the performance of its RC/SR management system through internal and third-party external audit and assessment programs. The internal program includes ongoing in-region self-audits as well as global audits conducted by Methanex subject matter experts. Third-party verification of the performance of Methanex’s RC/SR program occurs through the CIAC RC verification process or the ACC RC 14001 certification process. The most recent CIAC RC verification was successfully completed in 2018. Our Trinidad facility successfully completed ACC RC 14001 recertification in 2018.

Our overarching RC Ethic & Principles for Sustainability Purpose and Values statement sets out the Company’s commitment to RC and describes all key elements of the RC program. We also have an established Health, Safety, Security, Environment, Quality Policy that includes the requirement that we operate our facilities in a manner that protects the safety and health of all employees, contractors, customers and the general public. It requires that we have systems in place to monitor and comply with all local safety, health and environmental regulations as well as internal standards, periodically audit performance and compliance, measure performance against key performance indicators, report incidents with the potential to cause harm to people or the environment and demonstrate continual improvement.

We have also adopted a number of risk assessment tools that are formally applied as part of our normal business processes to identify and mitigate current and future environmental and process safety-related risks. When incidents do occur, we have a formal incident investigation process to allow for effective mitigation as well as application of lessons learned throughout our organization.

As a natural extension of our RC ethic, we have a Manage Reputation Purpose and Values statement that aligns our corporate governance, employee engagement and development, community involvement and social investment strategies with our core values and corporate strategy. Specifically, our Manage Reputation Policy commits the Company to recognize and respond to community concerns about the manufacture, storage, handling, transportation and disposal of our products and promptly provide information concerning any potential health or environmental hazard to the appropriate authorities, employees and all stakeholders. The Manage Reputation Policy further commits the Company to have an open, honest and proactive relationship with the communities where we have a significant presence; to be accountable and responsive to the public; to have effective processes to identify and respond to community concerns; and to inform the community of risks associated with our operations.

Our Manage Logistics Policy commits the Company to strive to maintain the highest standards of product care as methanol moves through the supply chain. It specifically commits the Company to engage with customers, logistics providers, emergency responders, industry associations, regulators and other stakeholders in the sharing of methanol safe handling knowledge and setting of high standards for safety and environmental protection.

 

18


We believe that Responsible Care helps us achieve safe and reliable operations, which in turn results in strong financial performance, effective and innovative minimization of environmental impacts and improved quality of life.

ENVIRONMENTAL MATTERS

The countries in which we operate and international and jurisdictional waters in which our vessels operate have laws, regulations, treaties and conventions in force to which we are subject, governing the environment and the management of natural resources as well as the handling, storage, transportation and disposal of hazardous or waste materials. We are also subject to laws and regulations governing emissions and the import, export, use, discharge, storage, disposal and transportation of toxic substances. The products we use and produce are subject to regulation under various health, safety and environmental laws. Non-compliance with these laws and regulations may give rise to compliance orders, fines, injunctions, civil liability and criminal sanctions.

Laws and regulations with respect to climate change and protecting the environment have become more stringent in recent years and may, in certain circumstances, impose absolute liability rendering a person liable for environmental damage without regard to negligence or fault on the part of such person. Such laws and regulations may also expose us to liability for the conduct of, or conditions caused by others or for our own acts even if we complied with applicable laws at the time such acts were performed. To date, environmental laws and regulations have not had a significant adverse effect on our capital expenditures, earnings or competitive position. However, operating petrochemical manufacturing plants and distributing methanol exposes us to risks in connection with compliance with such laws and we cannot provide assurance that we will not incur significant costs or liabilities in the future.

Management of Emissions

Carbon dioxide (“CO 2 ”) is a by-product of the methanol production process. The amount of CO 2 generated by the methanol production process depends on the production technology, plant age, feedstock and any export of the by-product hydrogen. CO 2 emissions are also generated from our marine operations when fuel is consumed during the global transport of methanol. We monitor and manage our CO 2 emissions intensity, defined as the quantity of CO 2 released per unit of production or transported tonne, relating to both methanol production and marine operations. Our CO 2 emissions intensity has decreased over time due to newer technology and higher efficiency at our plants and in our vessel fleet. Plant efficiency, and thus CO 2 emissions, is highly dependent on the design of the methanol plant, and accordingly the CO 2 emission figure may vary from year to year depending on the mix of production assets and vessels in operation.

Under the United Nations Framework Convention on Climate Change through the Kyoto Protocol and more recently the Paris Agreement (in effect from 2020), many of the countries we operate in have agreed to put forth efforts to reduce GHG emissions.

We are currently subject to GHG regulations in New Zealand, Canada and Chile, but our production in the United States, Trinidad and Egypt are not subject to such regulations.

In New Zealand, an Emissions Trading Scheme (“ETS”) imposes a carbon price on producers of fossil fuels, including natural gas, which is passed on to Methanex, increasing the cost of gas that Methanex purchases in New Zealand. However, as a trade-exposed company, Methanex is entitled to a free allocation of emissions units to partially offset those increased costs.

In 2018, the New Zealand government initiated a series of policy reviews that could impact the price of carbon in New Zealand and began consultations on proposed changes to the ETS that could impact our entitlements to free allocations. The changes that have been announced to date do not have a material impact on our New Zealand business. We cannot provide assurance that unanticipated changes to the ETS will not have a material impact on our business beyond 2019.

Our Medicine Hat facility is in the Canadian province of Alberta, which implemented a new GHG reduction regulation in 2018. The Carbon Competitiveness Incentive Regulation (“CCIR”) establishes a benchmark emission intensity for GHG emissions from methanol production. To address the concerns of industries determined to be energy intensive and trade exposed, this benchmark provides an 80% free emission allocation based on three baseline years of data from our Medicine Hat facility. The new regulation also gives a full 1:1 credit for the injection of CO 2 into our methanol production process. The recognition of CO 2 injection under the new regulations results in a compliance obligation that is less than the obligation under former regulations in previous years. Compliance costs may further decrease in 2020 when the CCIR is fully implemented. We manage the cost of compliance through the selective purchase of off-set credits. Nevertheless, we cannot provide assurance that GHG legislation changes will not have a material impact on our business beyond 2019.

Chile has imposed a carbon tax of $5/tonne since 2017 on certain CO 2 emissions. However, the cost could increase if the scope of the legislation changes.

 

19


INSURANCE

The majority of our revenues are derived from the sale of methanol produced at our plants. Our business is subject to the normal hazards of methanol production operations that could result in damage to our plants. Under certain conditions, prolonged shutdowns of plants due to unforeseen equipment breakdowns, interruptions in the supply of natural gas or oxygen, power failures, loss of port facilities or any other event, including any event of force majeure, could adversely affect our revenues and operating income. We maintain operational insurance, including business interruption, and construction insurance, subject to certain deductibles, that we consider to be adequate under the circumstances. However, there can be no assurance that we will not incur losses beyond the limits or outside the coverage of such insurance. From time to time, various types of insurance for companies in the chemical and petrochemical industries have not been available on commercially acceptable terms or, in some cases, have been unavailable. There can be no assurance that in the future we will be able to maintain existing coverage, or that premiums will not increase substantially.

COMPETITION

Methanex is the largest producer and supplier of methanol, with approximately 14% of the global market demand in 2018, and is the only global supplier with a significant presence in all major markets in Asia, Europe, North America and South America. Methanex has established itself as a clear methanol industry leader. From a demand perspective, the methanol industry is highly competitive. Methanol is a global commodity and customers base their purchasing decisions primarily on the delivered price of methanol and reliability of supply. A supplier’s ability to withstand price competition and volatile market conditions will depend on a number of factors, with the most important being its position on the industry cost curve. This in turn depends on the relative cost and availability of natural gas or coal feedstock, and the efficiency of production facilities and distribution systems. Our methanol assets are competitively positioned on the industry cost curve. Furthermore, more than half of our natural gas supply is underpinned by medium to long-term contracts that feature a fixed base price of gas and a variable component that is linked to the price of methanol. This contractual structure allows Methanex to reduce its cost structure in periods of low methanol pricing, mitigating its exposure to fluctuations in methanol price. Some of our competitors are not dependent on a single product for revenues, and some have greater financial resources. However, given our ability to service our customers globally, the reliability and cost-effectiveness of our distribution system and the enhanced service we provide customers, we believe we are well positioned to compete in each of the major international methanol markets.

EMPLOYEES

As at December 31, 2018, we had 1,426 employees (including all employees at our joint venture facilities in Egypt and Trinidad).

RISK FACTORS

The risks relating to our business are described under the heading Risk Factors and Risk Management in our 2018 MD&A, and are incorporated in this document by reference. Any of those risks, as well as risks and uncertainties currently not known to us, could adversely affect our business, financial condition, results of operations or the market price of our securities.

DIVIDENDS

Dividends are payable to the holders of common shares of the Company (“Common Shares”) if, as and when declared by our Board of Directors and in such amounts as the Board of Directors may, from time to time, determine. The Company’s current dividend policy is designed so that the Company maintains conservative financial management appropriate to the historically cyclical nature of the methanol industry to preserve financial flexibility and creditworthiness.

We pay a quarterly dividend on the Common Shares. The first quarterly dividend of $0.05 per Common Share was paid on September 30, 2002 and the dividend amount has been increased every year since then with the exception of 2009, 2010 and 2016 when the dividend was unchanged. The table below shows the amount and percentage increases to the dividend since its inception in 2002:

 

20


Date        Quarterly Dividend Amount        % Increase    

September 30, 2002

   $0.050    n/a

September 30, 2003

   $0.060    20%

September 30, 2004        

   $0.080    33%

June 30, 2005

   $0.110    37.5%

June 30, 2006

   $0.125    14%

June 30, 2007

   $0.140    12%

June 30, 2008

   $0.155    11%

June 30, 2009

   $0.155    0%

June 30, 2010

   $0.155    0%

June 30, 2011

   $0.170    10%

June 30, 2012

   $0.185    9%

June 30, 2013

   $0.200    8%

June 30, 2014

   $0.250    25%

June 30, 2015

   $0.275    10%

June 30, 2016

   $0.275    0%

June 30, 2017

   $0.300    9%

March 31, 2018

   $0.330    10%

The following table sets out the total amount of regular dividends per Common Share paid on the Common Shares in each of the last three most recently completed financial years:

 

Financial Year Ended   

Regular Dividend  

Paid per Common Share  

December 31, 2016

   $ 1.100

December 31, 2017

   $ 1.175

December 31, 2018

   $ 1.320

CAPITAL STRUCTURE

We are authorized to issue an unlimited number of Common Shares without nominal or par value and 25,000,000 preferred shares without nominal or par value (“Preferred Shares”).

Holders of Common Shares are entitled to receive notice of and attend all annual and special meetings of shareholders and to one vote in respect of each Common Share held; receive dividends if, as and when declared by our Board of Directors; and participate in any distribution of the assets of the Company in the event of liquidation, dissolution or winding up.

Preferred Shares may be issued in one or more series and the Board of Directors may fix the designation, rights, restrictions, conditions and limitations attached to the Preferred Shares of each such series. Currently, there are no Preferred Shares outstanding.

Our by-laws provide that at any meeting of our shareholders a quorum shall be two persons present in person, or represented by proxy, holding Common Shares representing not less than 25% of the votes entitled to be cast at the meeting. NASDAQ Global Select Market’s listing standards require a quorum for shareholder meetings to be not less than 33-1/3% of a company’s outstanding voting shares. As a foreign private issuer and because our quorum requirements are consistent with practices in Canada, we are exempt from the quorum requirement under the NASDAQ Global Select Market rules.

 

21


RATINGS

The following information relating to the Company’s credit ratings is provided as it relates to the Company’s financing costs, liquidity and operations. Credit ratings affect the Company’s cost and ability to obtain short-term and long-term financing and to engage in certain business activities on a cost-effective basis. A reduction in the current rating on the Company by a rating agency, or a negative change in the Company’s ratings outlook, could adversely affect the Company’s cost of financing and its access to sources of liquidity and capital. In addition, changes in credit ratings may affect the Company’s ability to, and the associated costs of (i) entering into ordinary course derivative or hedging transactions, and (ii) entering into and maintaining ordinary course contracts with customers and suppliers on acceptable terms.

The following table sets forth the ratings assigned to the Company by Standard & Poor’s Financial Services LLC (“S&P”), Moody’s Investors Service, Inc. (“Moody’s”) and Fitch Ratings, Inc. (“Fitch”).

 

              S&P (1)                         Moody’s (2)                          Fitch (3)             
Issuer Credit Rating    BB+        n/a (2)         BBB-    
Unsecured Notes    BB+        Baa3        BBB-    
Ratings Outlook    Stable        Stable        Stable    

 

(1)

S&P long-term debt ratings are on a rating scale that ranges from AAA to D, which represents the range from highest to lowest quality. According to the S&P rating system, issuers and debt securities rated BBB exhibit adequate protection parameters, however adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitments. According to the S&P rating system, issuers and debt securities rated BB are less vulnerable in the near term than other lower-rated obligors, however, face major ongoing uncertainties and exposure to adverse business, financial, or economic conditions, which could lead to the obligor’s inadequate capacity to meet its financial commitments and debt securities. The ratings from AA to CCC may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the major rating categories.

 

(2)

Moody’s rates the Company’s debt securities and does not provide an Issuer Credit Rating. Moody’s long-term debt ratings are on a rating scale that ranges from Aaa to C, which represents the range from highest to lowest quality. According to the Moody’s rating system, issuers and debt securities rated Baa are subject to moderate risk. They are considered as medium-grade obligations and, as such, may possess certain speculative characteristics. Moody’s applies numerical modifiers 1, 2 and 3 in each generic rating classification from Aa through Caa in its corporate bond rating system. The modifier 1 indicates that the issue ranks in the higher end of its generic rating category, the modifier 2 indicates a mid-range ranking and the modifier 3 indicates that the issue ranks in the lower end of its generic rating category.

 

(3)

Fitch long-term debt ratings are on a rating scale that ranges from AAA to D, which represents the range from highest to lowest quality. According to the Fitch rating system, issuers and debt securities rated BBB indicate that expectations of default risk are currently low and that the capacity for payment of financial commitments is considered adequate but adverse business or economic conditions are more likely to impair this capacity. The ratings from AA to B may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the major rating categories.

The rating agencies regularly evaluate the Company, and their ratings of the Company are based on a number of factors, including the Company’s financial strength and factors not entirely within the Company’s control, including conditions affecting the methanol industry generally and the wider state of the economy.

The foregoing ratings should not be construed as a recommendation to buy, sell or hold any securities, as such ratings do not comment as to market price or suitability for a particular investor. There is no assurance that any rating will remain in effect for any given period of time or that any rating will not be revised or withdrawn entirely by a rating agency in the future if, in its judgment, circumstances so warrant. If any such rating is so revised or withdrawn, we are under no obligation to update this AIF.

During the last two years, the Company has paid each of the rating agencies its customary fees in connection with the provision of the above ratings.

 

22


MARKET FOR SECURITIES

Our Common Shares are listed on the Toronto Stock Exchange in Canada (trading symbol: MX) and on the NASDAQ Global Select Market in the U.S. (trading symbol: MEOH). The following table sets out the market price ranges and trading volumes of our Common Shares on the Toronto Stock Exchange as well as on other Canadian and US equity marketplaces, including exchanges and alternative trading systems, for each month of our most recently completed financial year (January 1, 2018 through December 31, 2018).

 

2018 Trading Volumes 1
Trading Symbol: MX    Trading Symbol:  
MEOH  
  

Total

Volume

The Toronto Stock Exchange    Other Canadian  
Trading
   NASDAQ Global Select  
Market and Other US  
Trading  
Month   

High  

(CDN$)  

  

Low  

(CDN$)  

     Volume        Volume      Volume

January

   80.61    72.25    7,010,104    3,195,870    14,180,356    24,386,330  

February

   79.42    66.63    6,896,067    3,845,420    14,277,919    25,019,406  

March

   79.45    67.73    6,467,161    3,361,646    15,910,030    25,738,837  

April

   87.59    74.47    6,106,439    3,175,587    17,381,066    26,663,092  

May

   91.38    76.89    7,479,792    3,728,256    12,551,950    23,759,998  

June

   95.00    88.38    4,514,319    2,341,233    9,577,272    16,432,824  

July

   97.33    87.80    4,681,404    2,147,706    9,547,929    16,377,039  

August

   99.65    88.90    5,194,420    2,523,745    7,268,853    14,987,018  

September    

   104.78    92.63    5,224,296    1,903,438    8,571,802    15,699,536  

October

   107.07    80.65    8,707,851    3,359,203    13,378,667    25,445,721  

November

   90.30    71.66    9,053,857    4,138,025    13,189,607    26,381,489  

December

   77.64    62.48    7,052,823    3,013,685    11,596,852    21,663,360  

 

(1)

Source: Bloomberg

NORMAL COURSE ISSUER BID

On March 5, 2018, the Company announced a normal course issuer bid (the “2018 Bid”) authorizing the Company to purchase up to 6,590,095 Common Shares, representing approximately 10% of the public float as at March 5, 2018. The 2018 Bid commenced on March 13, 2018, with purchases being made on the open market through the facilities of the TSX, the NASDAQ Global Select Market and alternative trading systems in the United States. The Company completed the 2018 Bid in December 2018 when 6,590,095 Common Shares had been purchased.

March 11 2019, the Company announced a normal course issuer bid (the “2019 Bid”) authorizing the Company to purchase up to 3,863,298 Common Shares, representing approximately 5% of the outstanding shares as of March 8, 2019. The 2019 Bid will commence on March 18, 2019 with purchases being made on the open market through the facilities of the NASDAQ Global Select Market and alternative trading systems in the United States.

DIRECTORS AND EXECUTIVE OFFICERS

As at December 31, 2018, the directors and executive officers of the Company owned, controlled or directed, directly or indirectly, 399,073 Common Shares, representing approximately 0.52% of the outstanding Common Shares as at December 31, 2018.

The following tables set forth the names and places of residence of the current directors and executive officers of the Company, the offices held by them in the Company, their current principal occupations, their principal occupations during the last five years and, in the case of the directors, the month and year in which they became directors:

 

23


Name and

Municipality of Residence

   Office   

Principal Occupations and

Positions During the Last Five Years

  

  Director  

Since (10)

AITKEN, BRUCE (4)(5)

Auckland

New Zealand

   Director    Corporate Director.    July 2004

ARNELL, DOUGLAS (2)(3)(4)

West Vancouver

British Columbia, Canada

   Director    President and Chief Executive Officer of Helm Energy Advisors Inc. (6) since March 2015; prior thereto Chief Executive Officer of Golar LNG Ltd. since 2011.    October 2016

BALLOCH, HOWARD (1)(4)

Sheung Wan

Hong Kong

   Director    Corporate Director. A partner of PacBridge Partners since 2017 (14) .    December 2004

BERTRAM, JAMES (4)(5)

Calgary,

Alberta, Canada

   Director    Corporate Director. Chief Executive Officer of Keyera Corporation from 1998 to 2014.    October 2018

COOK, PHILLIP (2)(3)

Austin, Texas

USA

   Director    Corporate Director.    May 2006

FLOREN, JOHN

Eastham, Massachusetts

USA

  

Director, President  

and Chief Executive

Officer

   President and Chief Executive Officer of the Company since 2013.    January 2013

HAMILTON, THOMAS (12)(13)     

Houston, Texas

USA

   Director and Chairman of the Board    Corporate Director. Co-owner of Medora Investments, LLC (7) since 2003.    May 2007

HOWE, MAUREEN (1)(2)

Vancouver,

British Columbia, Canada

   Director    Corporate Director.    June 2018

KOSTELNIK, ROBERT (2)(5)

Fulshear, Texas

USA

   Director    Corporate Director.    September 2008

RENNIE, JANICE (1)(3)

Edmonton, Alberta

Canada

   Director    Corporate Director.    May 2006

WALKER, MARGARET (3)(5)

Austin, Texas

USA

   Director    Corporate Director. Since 2011, owner of MLRW Group, LLC (8) .    April 2015

WARMBOLD, BENITA (1)(5)

Toronto, Ontario

Canada

   Director   

Corporate Director. Senior Managing Director and Chief Financial Officer of the Canada Pension Plan Investment Board (9) from 2013 to 2017.

 

     February 2016  

 

  (1)

Member of the Audit, Finance and Risk Committee.

  (2)

Member of the Corporate Governance Committee.

  (3)

Member of the Human Resources Committee.

  (4)

Member of the Public Policy Committee.

  (5)

Member of the Responsible Care Committee.

  (6)

Helm Energy Advisors, Inc. is a private company which provides advisory services to the global energy sector.

  (7)

Medora Investments, LLC is a private investment firm.

  (8)

MLRW Group Inc. is a consulting firm focusing on working with companies to improve capital investment outcomes and to improve overall safety performance.

  (9)

Canada Pension Plan Investment Board is a professional investment management organization responsible for investing funds on behalf of the Canada Pension Plan.

  (10)

The directors of the Company are elected each year at the Annual General Meeting of the Company and hold office until the close of the next Annual General Meeting or until their successors are elected or appointed.

  (11)

Mr. Balloch was a director of Ivanhoe Energy Inc. (“Ivanhoe”), an oil exploration and development company, from 2002 to May 2015. Effective June 1, 2015, Ivanhoe was deemed bankrupt under the Bankruptcy and Insolvency Act (Canada) .

  (12)

Mr. Hamilton was a director of Hercules Offshore Inc. (“Hercules”), a drilling company, from 2004 to 2015. In August 2015, Hercules filed a pre-packaged plan of reorganization under Chapter 11 of the U.S. Bankruptcy Code . In November 2015, Hercules completed its financial restructuring and emerged from the protection of Chapter 11 of the U.S. Bankruptcy Code .

  (13)

Mr. Hamilton is not standing for re-election at the 2019 Annual General Meeting of the Company.

  (14)

PacBridge Capital Partners specializes in providing early stage and growth capital to companies seeking to take disruptive technologies and build scalable businesses.

 

24


Name and

Municipality of Residence

   Office   

Principal Occupations and

Positions During the Last Five Years

BOYD, BRADLEY W.

West Vancouver, British Columbia

Canada

  

Senior Vice President,  

Corporate Resources

   Senior Vice President, Corporate Resources of the Company since January 2018; prior thereto Vice President, Human Resources of the Company since May 2016; prior thereto Managing Director, Egypt of the Company since April 2015; prior thereto Vice President, Finance and Business Integration, Egypt of the Company since August 2012.

CAMERON, IAN P.

Vancouver, British Columbia

Canada

   Senior Vice President,   Finance and Chief Financial Officer    Senior Vice President, Finance and Chief Financial Officer of the Company since 2003.

HENDERSON, KEVIN L.

Medicine Hat, Alberta

Canada

   Senior Vice President,   Manufacturing    Senior Vice President, Manufacturing of the Company since May 2016; prior thereto Vice President, North America of the Company since January 2014; prior thereto Vice President, Manufacturing since January 2012.

HERZ, MICHAEL J.

North Vancouver, British Columbia  

Canada

   Senior Vice President,   Corporate Development    Senior Vice President, Corporate Development of the Company since January 2013.  

JAMES, VANESSA L.

North Vancouver, British Columbia  

Canada

  

Senior Vice President,  

Global Marketing and   Logistics

   Senior Vice President, Global Marketing and Logistics of the Company since January 2013.

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

Since the start of our most recently completed financial year, and for the three most recently completed financial years, no director or executive officer of the Company, and no person or company that beneficially owns, controls or directs, directly or indirectly, more than 10% of the Company’s voting securities, or any associate or affiliate of such persons, has had any material interest in any transaction involving the Company.

EXPERTS

KPMG LLP are the auditors of the Company and have confirmed that they are independent with respect to the Company within the meaning of the relevant rules and related interpretations prescribed by the relevant professional bodies in Canada and any applicable legislation or regulation and that they are independent accountants with respect to the Company under all relevant U.S. professional and regulatory standards.

LEGAL PROCEEDINGS

The Board of Inland Revenue of Trinidad and Tobago has audited and issued assessments against our 63.1% owned joint venture, Atlas, in respect of the 2005 to 2012 financial years. All subsequent tax years remain open to assessment. The assessments relate to the pricing arrangements of certain long-term fixed-price sales contracts with affiliates that commenced in 2005 and continue through 2019. The long-term fixed-price sales contracts with affiliates were established as part of the formation of Atlas and management believes were reflective of market considerations at that time. Atlas had partial relief from corporation income tax until late July 2014.

During the periods under assessment and continuing through 2014, approximately 50% of Atlas produced methanol was sold under these fixed-price contracts. From late 2014 through 2019 fixed-prices sales represent approximately 10% of Atlas produced methanol.

Management believes it is impractical to disclose a reasonable estimate of the potential contingent liability due to the wide range of assumptions and interpretations implicit in the assessments.

The Company has lodged objections to the assessments. Although there can be no assurance that these tax assessments will not have a material adverse impact, based on the merits of the cases and advice from legal counsel, we believe our position should be sustained, that Atlas has filed its tax returns and paid applicable taxes in compliance with Trinidadian tax law, and as such has not accrued for any amounts relating to these assessments. Contingencies inherently involve the exercise of significant judgment, and as such the outcomes of these assessments and the financial impact to the Company could be material.

We anticipate the resolution of this matter in the court system to be lengthy and, at this time, cannot predict a date as to when we expect this matter to be resolved.

 

25


AUDIT COMMITTEE INFORMATION

The Audit Committee Charter

The Audit, Finance and Risk Committee (the “Audit Committee”) is appointed by the Board to assist the Board in fulfilling its oversight responsibility relating to: the integrity of the Company’s financial statements; the financial reporting process; the systems of internal accounting and financial controls; the professional qualifications and independence of the external auditors; the performance of the external auditors; risk management processes; financing plans; pension plans; and compliance by the Company with ethics policies and legal and regulatory requirements.

The Audit Committee’s mandate sets out its responsibilities and duties. A copy of the Committee’s mandate is attached here as Appendix “A”.

Composition of the Audit Committee

The Audit Committee is comprised of four directors: Benita Warmbold (Chair), Howard Balloch, Maureen Howe and Janice Rennie. Each Audit Committee member is independent and financially literate. Ms. Warmbold is currently designated as the “audit committee financial expert”. The U.S. Securities and Exchange Commission has indicated that the designation of a director as an audit committee financial expert does not make such director an “expert” for any other purpose, impose any duties, obligations or liability on such director that are greater than those imposed on members of the Audit Committee and Board who do not carry this designation or affect the duties, obligations or liability of any other member of the Audit Committee.

Relevant Education and Experience

The following is a brief summary of the education and experience of each member of the Audit Committee that is relevant to the performance of his or her responsibilities as a member of the Audit Committee, including any education or experience that has provided the member with an understanding of the accounting principles we use to prepare our annual and interim financial statements.

Ms. Benita Warmbold

Ms. Warmbold is a corporate director and former Senior Managing Director and Chief Financial Officer of the Canada Pension Plan Investment Board (“CPPIB”). CPPIB is a professional investment management organization responsible for investing funds on behalf of the Canada Pension Plan. Over her nine years at CPPIB, Ms. Warmbold was responsible for finance, risk, performance, tax, internal audit, legal, technology, data and investment operations. Prior to joining CPPIB, Ms. Warmbold held leadership positions with Northwater Capital Management Inc., Canada Development Investment Corporation and KPMG.

Ms. Warmbold holds an Honours Bachelor of Commerce degree from Queen’s University, is a chartered professional accountant and a Fellow of the Institute of Chartered Accountants of Ontario and has been granted the ICD.D designation by the Institute of Corporate Directors.

Ms. Warmbold serves on the board of SNC-Lavalin Group Inc. and the private company Crestone Peak Resources and is Chair of both their Audit Committees. She is also a director of the Bank of Nova Scotia and serves on their Audit and Conduct Review Committee. She is also a director of the Canadian Public Accountability Board.

Ms. Warmbold has served on the Audit Committee since February 2016 and has been Chair of the Committee since April 2018.

Mr. Howard Balloch

Mr. Balloch is a corporate director and private investor resident in Hong Kong, China. From 2002 to 2011, he was President of The Balloch Group (“TBG”), a Beijing-based investment advisory and merchant banking firm he founded following his retirement as Canadian Ambassador to China, a position he had held since early 1996. TBG was acquired by Canaccord Genuity in 2011 and Mr. Balloch served as the Chairman of their Asian operations until he stepped down in March 2013.

Through Mr. Balloch’s 12 years’ experience leading private investment banking firms, he has a deep understanding of finance and capital markets.

Mr. Balloch holds a Bachelor of Arts (Honours) in Political Science and Economics and a master’s degree in International Relations, both from McGill University, Montreal.

 

26


Mr. Balloch also serves on the board of a private company, Sinopec Canada Inc. and sits on its Audit Committee. He is also a partner of PacBridge Partners, a private equity investment firm.

Mr. Balloch has served on the Audit Committee since January 2013.

Ms. Maureen Howe

Ms. Howe is a corporate director. From 1996 to 2008 she was Managing Director of RBC Capital Markets specializing in the area of energy infrastructure which included power generation, transmission and distribution, oil and gas transmission and distribution, gas processing and alternative energy. Prior to joining RBC Capital Markets, Ms. Howe held finance positions in the utility industry, investment banking and portfolio management.

Ms. Howe is a director of Pembina Pipeline Corporation and serves on their Audit Committee. Additionally she is Chair of the Audit Committee at TimberWest Forest Corp., a private timber company, and Chairperson of the University of British Columbia Phillips, Hager & North Centre for Financial Research.

Ms. Howe holds a Bachelor of Commerce (Honours) from the University of Manitoba and a Ph.D. in Finance from the University of British Columbia.

Ms. Howe has served on the Audit Committee since joining the board in June 2018.

Ms. Janice Rennie

Ms. Rennie is a corporate director. From 2004 to 2005, Ms. Rennie was Senior Vice President, Human Resources and Organizational Effectiveness for EPCOR Utilities Inc. (“EPCOR”). At that time, EPCOR built, owned and operated power plants, electrical transmission and distribution networks, water and wastewater treatment facilities and infrastructure in Canada and the United States. Prior to 2004, Ms. Rennie held senior management positions in a number of private firms, including Principal of Rennie & Associates, which provided investment and related advice to small and mid-sized companies.

Ms. Rennie holds a Bachelor of Commerce degree from the University of Alberta and is a Fellow of the Institute of Chartered Accountants of Alberta and the Institute of Corporate Directors.

Ms. Rennie serves on the boards of Major Drilling Group International Inc., WestJet Airlines Ltd. and West Fraser Timber Co. Ltd. and is a member of all their Audit Committees, as well as Chair of the Audit Committee of Major Drilling Group International Inc. Ms. Rennie is also currently Chair of the Board of EPCOR.

Ms. Rennie has served on the Audit Committee since May 2006.

Pre-Approval Policies and Procedures

The Audit Committee annually reviews and approves the terms and scope of the external auditors’ engagement. The Audit Committee oversees the Audit and Non-Audit Pre-Approval Policy, which sets forth the procedures and the conditions by which permissible services proposed to be performed by KPMG LLP are pre-approved. The Audit Committee has delegated to the Chair of the Audit Committee pre-approval authority for any services not previously approved by the Audit Committee. All such services approved by the Chair of the Audit Committee are subsequently reviewed by the Audit Committee.

All non-audit service engagements, regardless of the cost estimate, must be coordinated and approved by the Chief Financial Officer to further ensure that adherence to this policy is monitored.

Audit and Non-Audit Fees Billed by the Independent Auditors

KPMG LLP’s global fees relating to the years ended December 31, 2018 and December 31, 2017 are as follows:

 

          

 

US$000s

             2018                          2017            
 

Audit Fees

     1,552         1,459   
 

Audit-Related Fees

     56         80   
 

Tax Fees

     139         134   
 

All Other Fees

     47         —   
 

Total

     1,794         1,673   

Each fee category is described below.

 

27


Audit Fees

Audit fees for professional services rendered by the external auditors for the audit of the Company’s consolidated financial statements; statutory audits of the financial statements of the Company’s subsidiaries; quarterly reviews of the Company’s financial statements; consultations as to the accounting or disclosure treatment of transactions reflected in the financial statements; and services associated with registration statements, prospectuses, periodic reports and other documents filed with securities regulators.

Audit fees for professional services rendered by the external auditors for the audit of the Company’s consolidated financial statements were in respect of an “integrated audit” performed by KPMG LLP globally. The integrated audit encompasses an opinion on the fairness of presentation of the Company’s financial statements as well as an opinion on the effectiveness of the Company’s internal controls over financial reporting.

Audit-Related Fees

Audit-related fees for professional services rendered by the auditors for financial audits of employee benefit plans; procedures and audit or attest services not required by statute or regulation; and consultations related to the accounting or disclosure treatment of other transactions.

Tax Fees

Tax fees for professional services rendered for tax compliance and tax advice. These services consisted of: tax compliance, including the review of tax returns; assistance in completing routine tax schedules and calculations; and advisory services relating to domestic and international taxation.

Other Fees

Other fees for professional services rendered for consulting on project governance.

TRANSFER AGENT AND REGISTRAR

Our principal transfer agent for our Common Shares is AST Trust Company (Canada) at its offices in Vancouver, British Columbia. Our co-transfer agent in the United States for our Common Shares is American Stock Transfer & Trust Company LLC at its offices in New Jersey.

CONTROLS AND PROCEDURES

Our disclosure controls and procedures are described under the heading Controls and Procedures in our 2018 MD&A and are incorporated in this AIF by reference.

CODE OF ETHICS

We have a written code of ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer. A copy of our code, entitled “Code of Business Conduct”, can be found on our website at www.methanex.com or upon request from the Corporate Secretary at the address below under the heading Additional Information .

ADDITIONAL INFORMATION

Additional information relating to the Company, including directors’ and officers’ remuneration and indebtedness, principal holders of the Company’s securities and securities authorized for issuance under equity compensation plans, is contained in our Information Circular dated March 8, 2019 relating to our Annual General Meeting that will be held on April 25, 2019.

Additional financial information about the Company is provided in the Company’s financial statements for the year ended December 31, 2018 and in our 2018 MD&A.

 

28


Copies of the documents referred to above are available on the Canadian Securities Administrators’ SEDAR website at www.sedar.com and may also be obtained upon request from:

Methanex Corporation

Kevin Price

General Counsel and Corporate Secretary

1800 Waterfront Centre

200 Burrard Street

Vancouver, British Columbia V6C 3M1

Telephone: 604 661 2600

Facsimile: 604 661 2602

Additional information relating to the Company may be found on the Canadian Securities Administrators’ SEDAR website at www.sedar.com , on the United States Securities and Exchange Commission’s EDGAR website at www.sec.gov and on our website at www.methanex.com .

 

29


APPENDIX “A”

METHANEX CORPORATION

AUDIT, FINANCE AND RISK COMMITTEE MANDATE

1.        Creation

A committee of the directors to be known as the “Audit, Finance and Risk Committee” (hereinafter referred to as the “Committee”) is hereby established.

2.        Purpose and Responsibility

The Committee is appointed by the Board to assist the Board in fulfilling its oversight responsibility relating to: the integrity of the Corporation’s financial statements; the financial reporting process; the systems of internal accounting and financial controls; the professional qualifications and independence of the external auditors; the performance of the external auditors; risk management processes; financing plans; pension plans; and compliance by the Corporation with ethics policies and legal and regulatory requirements.

The Committee’s role is one of oversight. It is the responsibility of the Corporation’s management to plan audits and to prepare consolidated financial statements in accordance with generally accepted accounting principles (“GAAP”), and it is the responsibility of the Corporation’s external auditor to audit these financial statements. Therefore, each member of the Committee, in exercising his or her business judgment, shall be entitled to rely on the integrity of those persons and organizations within and outside the Corporation from whom he or she receives information, and on the accuracy of the financial and other information provided to the Committee by such persons or organizations. The Committee does not provide any expert or other special assurances as to the Corporation’s financial statements or any expert or professional certification as to the work of the Corporation’s external auditor. In addition, all members of the Committee are equally responsible for discharging the responsibilities of the Committee and the designation of one member as an “audit committee financial expert” pursuant to the Applicable Rules (as defined below) is not a statement of intention by the Corporation to impose upon such designee duties, obligations or liability greater than those imposed on such a director in the absence of such designation.

3.        Committee Membership

 

  

a)      The Committee must be composed of a minimum of three directors.

Appointment and Term of Members   

b)      The members of the Committee must be appointed or reappointed at the organizational meeting of the Board concurrent with each Annual General Meeting of the shareholders of the Corporation. Each member of the Committee continues to be a Committee member until a successor is appointed, unless he or she resigns or is removed by the Board or ceases to be a director of the Corporation. Where a vacancy occurs at any time in the membership of the Committee, it may be filled by the Board and shall be filled by the Board if the membership of the Committee is less than three directors as a result of the vacancy.

Financial Literacy and Independence   

c)      Each member of the Committee shall meet the independence and experience requirements, and at least one member of the Committee shall qualify as an “audit committee financial expert.” These requirements shall be in accordance with the applicable rules and regulations (the “Applicable Rules”) of the Canadian Securities Administrators, the U.S. Securities and Exchange Commission, the Toronto Stock Exchange and the Nasdaq Stock Market.

Appointment of Chair and Secretary   

d)      The Board or, if it does not do so, the members of the Committee, must appoint one of their members as Chair. If the Chair of the Committee is not present at any meeting of the Committee, the Chair of the meeting must be chosen by the Committee from the Committee members present. The Chair presiding at any meeting of the Committee has a deciding vote in case of deadlock. The Committee must also appoint a Secretary who need not be a director.

 

30


Use of Outside Experts

  

e)      Where Committee members believe that, to properly discharge their fiduciary obligations to the Corporation, it is necessary to obtain the advice of independent legal, accounting or other experts, the Chair shall, at the request of the Committee, engage the necessary experts at the Corporation’s expense. The Board must be kept apprised of both the selection of the experts and the experts’ findings through the Committee’s regular reports to the Board.

4.        Meetings

 

Time, Place and Procedure of Meetings   

a)      The time and place of Committee meetings, and the procedures for the conduct of such meetings, shall be determined from time to time by Committee members, provided that:

Quorum

  

i)      a quorum for meetings must be two members, present in person or by telephone or other telecommunication device that permits all persons participating in the meeting to communicate with each other;

Quarterly Meetings

  

ii)      the Committee must meet at least quarterly;

Notice of Meetings

  

iii)      notice of the time and place of every meeting must be given in writing or by electronic transmission to each member of the Committee and the external auditors of the Corporation at least 24 hours prior to the Committee meeting;

Waiver of Notice

  

iv)      a member may waive notice of a meeting, and attendance at the meeting is a waiver of notice of the meeting, except where a member attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called;

Attendance of External Auditors

  

v)      the external auditors are entitled to attend each meeting at the Corporation’s expense;

Meeting with Financial Management   

vi)      the Committee will, at least annually, meet with senior financial management, including the Chief Financial Officer and the Corporate Controller, without other members of management present;

Meeting without Management

  

vii)      each regular meeting of the Committee will conclude with a session without any management personnel present;

Calling a Meeting

  

viii)      a meeting of the Committee may be called by the Secretary of the Committee on the direction of the Chair or Chief Executive Officer of the Corporation, by any member of the Committee or the external auditors; and

Committee Determines Attendees

  

ix)      notwithstanding the provisions of this paragraph, the Committee has the right to request any officer or employee of the Corporation or the Corporation’s outside counsel or external auditor to be present or not present at any part of the Committee meeting.

Reports to the Board

  

b)      The Committee shall make regular reports to the Board.

5.        Duties and Responsibilities of the Committee

1)        Financial Statements and Disclosure

 

Annual Report and Disclosures

  

a)      Review and discuss with management and the external auditor, and recommend for approval by the Board, the Corporation’s annual report, Annual Information Form, audited Annual Consolidated Financial Statements, annual Management’s Discussion and Analysis, Management Information Circular, any reports on adequacy of internal controls, and all financial statements in prospectuses or other disclosure documents.

 

31


Prospectuses

  

b)      Review and recommend for approval by the Board all prospectuses and documents that may be incorporated by reference into a prospectus, including without limitation, material change reports and proxy circulars.

Quarterly Interim Reports

and Disclosures

  

c)      Review, discuss with management and the external auditor, and approve the Corporation’s interim reports, including the quarterly financial statements, interim Management’s Discussion and Analysis and press releases on quarterly and year-end financial results, prior to public release.

Accounting Policies and Estimates

  

d)      Review and approve all accounting policies and estimates that would have a significant effect on the Corporation’s financial statements, and any changes to such policies. This review will include a discussion with management and the external auditor concerning:

  

i)      any areas of management judgment and estimates that may have a critical effect on the financial statements;

  

ii)      the effect of using alternative accounting treatments that are acceptable under GAAP;

  

iii)      the appropriateness, acceptability and quality of the Corporation’s accounting policies; and

  

iv)      any material written communication between the external auditor and management, such as the annual management letter and the schedule of unadjusted differences.

Non-GAAP Financial Information

  

e)      Discuss with management the use of ‘‘pro forma’’ or ‘‘non-GAAP information’’ in the Corporation’s continuous disclosure documents.

Regulatory and Accounting Initiatives   

f)      Discuss with management and the external auditor the effect of regulatory and accounting initiatives as well as the use of off-balance sheet structures on the Corporation’s financial statements.

Litigation

  

g)      Discuss with the Corporation’s General Counsel, and with external legal counsel if necessary, any litigation, claim or other contingency (including tax assessments) that could have a material effect on the financial position or operating results of the Corporation, and the manner in which these matters have been disclosed in the financial statements.

Financing Plans

  

h)      Review the financing plans and objectives of the Corporation, as received from and discussed with management.

2)        Risk Management and Internal Control

 

Risk Management Policies   

a)     Review and recommend for approval by the Board changes considered advisable, after consultation with management, to the Corporation’s policies relating to:

  

i)     the risks inherent in the Corporation’s businesses, facilities and strategic direction;

  

ii)     taxation and financial risks, including foreign exchange, interest rate and investment of cash;

  

iii)     overall risk management strategies and the financing of risks, including insurance coverage in the context of competitive and operational considerations;

 

32


  

iv)     the risk retention philosophy and the resulting uninsured exposure of the Corporation;

  

v)     shipping risk; and

  

vi)     cyber and IT security risks.

Risk Management Processes   

b)     Review with management at least annually the Corporation’s processes to identify, monitor, evaluate and address important enterprise-wide strategic and business risks.

Adequacy of Internal Controls   

c)     Review, at least quarterly, the results of management’s evaluation of the adequacy and effectiveness of internal controls within the Corporation in connection with the certifications signed by the CEO and CFO. Management’s evaluation will include a review of:

  

i)     policies and procedures to ensure completeness and accuracy of information disclosed in the quarterly and annual reports, prevent earnings management and detect material financial statement misstatements due to fraud and error; and

  

ii)     internal control recommendations of the external auditors and arising from the results of the internal audit procedures, including any special steps taken to address material control deficiencies and any fraud, whether or not material, that involves management or other employees who have a significant role in the Corporation’s internal controls.

Financial Risk Management   

d)     Review with management activity related to managing financial risks to the Corporation, including hedging programs.

3)        External Auditors

 

Appointment and Remuneration   

a)     Review and recommend to the Board:

  

i) the selection, evaluation, reappointment or, where appropriate, replacement of external auditors; and

  

ii)     the nomination and remuneration of external auditors to be appointed at each Annual General Meeting of Shareholders.

Resolving Disagreements   

b)     Resolve any disagreements between management and the external auditor regarding financial reporting.

Direct Reporting to Committee   

c)     The external auditors shall report directly to the Committee and the Committee has the authority to communicate directly with the external auditors.

Quality Control and Independence   

d)     Review a formal written statement requested at least annually from the external auditor describing:

  

i)     the firm’s internal quality control procedures;

  

ii)     any material issues raised by the most recent internal quality control review, peer review of the firm or any investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits of the Corporation carried out by the firm;

 

33


  

iii)     any steps taken to deal with any such issues; and

  

iv)     all relationships between the external auditors and the Corporation.

  

The Committee will actively engage in a dialogue with the external auditor with respect to whether the firm’s quality controls are adequate, and whether any of the disclosed relationships or non-audit services may impact the objectivity and independence of the external auditor based on the independence requirements of the Applicable Rules. The Committee shall present its conclusion with respect to the independence of the external auditor to the Board.

External Audit Plan   

e)     Review the external audit plan and enquire as to the extent the planned audit scope can be relied upon to detect weaknesses in internal control or fraud or other illegal acts. Any significant recommendations made by the auditors for strengthening internal controls will be reviewed.

Rotation of Senior Audit Partner   

f)     Ensure the rotation of senior audit personnel who have primary responsibility for the audit work, as required by law.

Remuneration of External Auditors   

g)     Review and approve (in advance) the scope and related fees for all auditing services and non-audit services permitted by regulation that are to be provided by the external auditor in accordance with the Corporation’s Audit and Non-Audit Services Pre-Approval Policy, which is to be annually reviewed and approved by the Committee.

Restrictions on Hiring Employees of External Auditor   

h)     Ensure the establishment of policies relating to the Corporation’s hiring of employees of or former employees of the external auditor, if such individuals have participated in the audit of the Corporation, as required by law.

Report from the External Auditors   

i)      Prior to filing the Quarterly Consolidated Financial Statements and the Annual Consolidated Financial Statements, the Committee should receive a report from the external auditors on the results of their review or audit.

Meeting with Auditors and Management   

j)     The Committee should meet with the external auditors without management present and discuss any issues related to performance of the audit work, any restrictions and any significant disagreement with management. The Committee should also meet separately with management to discuss the same matters as those discussed with the external auditors.

4)        Internal Audit

 

Internal Audit Plans   

a)     Review and approve the annual Internal Audit Plan and objectives.

Audit Findings and Recommendations   

b)     Review the significant control issues identified in internal audit reports issued to management and the responses and actions taken by management to address weaknesses in controls.

Meeting with Auditors   

c)     The Committee will meet, without management present, with representatives of the accounting firm and/or the Corporation’s Internal Auditor that executed the annual Internal Audit Plan.

5)        Pension Plans

With respect to all corporate sponsored pension plans of the Corporation and its wholly-owned subsidiaries and any future additional or replacement plans that have estimated actuarial liabilities in excess of US$10 million (collectively the “Retirement Plans”):

 

34


Constitute Pension Committees   

a)     Annually constitute committees (the “Pension Committees”), to be comprised of officers and employees of the Corporation, with responsibility which includes the investment activities of the Retirement Plans’ trust funds.

Statements of Pension Investment Policy and Procedures   

b)     Review the Corporation’s Statement of Pension Investment Policy for the Retirement Plans’ trust funds whenever a major change is apparent or necessary.

Amendments to Retirement Plans and Material Agreements   

c)     Review and recommend to the Board any amendments to the Retirement Plans’ trust agreements and any material document written or entered into pursuant to the Retirement Plans’ trust agreements.

Appointment of Auditors, Actuaries and Investment Managers   

d)     Approve the recommendations of the officers of the Corporation regarding the reappointment or appointment of auditors and recommendations of the Pension Committees regarding appointment of investment managers and actuaries of the Retirement Plans.

Retirement Plan Financial Statements   

e)     Review and approve the annual financial statements of the Retirement Plans, and related trust funds, and the auditors’ reports thereon.

Retirement Plan Report   

f)     Review and recommend for approval by the Board, the annual report on the operation and administration of the Retirement Plans and related trust funds.

Terms of Reference of the Pension Committees   

g)     Review and recommend to the Board for approval the Terms of Reference of the Pension Committees and any material amendments thereto.

Delegation to the Pension Committees   

h)     Be responsible for the delegation to the Pension Committees responsibility for all matters related to the administration of the Retirement Plans including, but not limited to:

  

i)     the authority to delegate to such persons as the Pension Committee determines appropriate any of the administrative functions of the Retirement Plans including, but not limited to, any of the responsibilities of the Pension Committees set out below;

  

ii)     approval for filing and filing of such reports, returns and submissions as are required by all persons and bodies having competent jurisdiction over the Retirement Plans;

  

iii)     determination of all questions of interpretation and application of the Retirement Plans and any document or agreement written or entered into pursuant to the Retirement Plans;

 

35


  

iv)     recommending to the Committee any amendments to the Retirement Plans and any material document or agreement written or entered into pursuant to the Retirement Plans;

  

v)     approval of any non-material document or agreement written or entered into pursuant to the Retirement Plans other than Retirement Plans trust agreements;

  

vi)     approval of the appointment of the custodian/ administrator of the Defined Contribution segment of the Retirement Plans;

  

vii)     the administration and maintenance of the Retirement Plans including the approval of benefit calculations; and

  

viii)     the authority to instruct the trustee to release funds.

Actuarial Reports and Funding Assumptions   

i)     Review the actuarial reports on the Retirement Plan as required by applicable regulations and any special actuarial reports.

With respect to all aspects of all defined contribution pension plans and defined benefit pension plans that have estimated actuarial liabilities of less than US$10 million of the wholly owned subsidiaries of the Corporation (“other Retirement Plans”):

 

Other Retirement Plans Report   

j)     Receive from management and review with the Board, at least annually, a report on the operation and administration of other Retirement Plans’ trust funds, including investment performance.

Delegation of Authority   

k)     Administer and delegate to management-committees as considered advisable all other matters related to other Retirement Plans’ trust funds to which the Committee has been delegated authority.

6)        General Duties

 

Code of Business Conduct Compliance   

a)     Obtain a report at least annually from the General Counsel on the Corporation’s and its subsidiary/foreign- affiliated entities’ conformity with applicable legal and ethical compliance programs (e.g., the Corporation’s Code of Business Conduct).

Code of Ethics   

b)     Review and recommend to the Board for approval a code of ethics for senior financial officers.

Compliance Reporting Process   

c)     Ensure that a process and procedure has been established by the Corporation for receipt, retention-, and treatment of complaints regarding non-compliance with the Corporation’s Code of Business Conduct, violations of laws or regulations, or concerns regarding accounting, internal accounting controls or auditing matters. The Committee must ensure that procedures for receipt of complaints allow for confidential, anonymous submission of complaints from employees.

Regulatory Matters   

d)     Discuss with management and the external auditor any correspondence with regulators or governmental agencies and any published reports that raise material issues regarding the Corporation’s compliance policies.

Disclosure Policy   

e)     Review annually and recommend to the Board for approval, the Corporation’s Disclosure policies. In particular, the Committee will review annually the Corporation’s procedures for public disclosure of financial information extracted or derived from the Corporation’s financial statements.

 

36


Related-Party Transactions   

f)     Review and approve all related-party transactions.

Mandate Review   

g)     Review and recommend to the Board for approval changes considered advisable based on the Committee’s assessment of the adequacy of this Mandate. Such review will occur on an annual basis and the recommendations, if any, will be made to the Board for approval.

Annual Evaluation   

h)     The Committee will conduct an annual evaluation to ensure that it has satisfied its responsibilities in the prior year in compliance with this Mandate.

 

37

Exhibit 99.2

 


Management’s Discussion and Analysis

 

Index

 

07

 

 

Overview of the Business

 

09

 

 

Our Strategy

 

11

 

 

Financial Highlights

 

12

 

 

Production Summary

 

13

 

 

How We Analyze Our Business

 

14

 

 

Financial Results

 

20

 

 

Liquidity and Capital Resources

 

26

 

 

Risk Factors and Risk Management

 

35

 

 

Critical Accounting Estimates

 

37

 

 

Anticipated Changes to International Financial Reporting Standards

 

38

 

 

Supplemental Non-GAAP Measures

 

40

 

 

Quarterly Financial Data (Unaudited)

 

40

 

 

Selected Annual Information

 

41

 

 

Controls and Procedures

 

42

 

 

Forward-Looking Statements

 

 
 

 

 

This Management’s Discussion and Analysis (“MD&A”) is dated March 11, 2019 and should be read in conjunction with our consolidated financial statements and the accompanying notes for the year ended December 31, 2018. Except where otherwise noted, the financial information presented in this MD&A is prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (the “IASB”). We use the United States dollar as our reporting currency and, except where otherwise noted, all currency amounts are stated in United States dollars. In this MD&A, a reference to the “Company” refers to Methanex Corporation and a reference to “Methanex”, “we”, “our” and “us” refers to the Company and its subsidiaries or any one of them as the context requires, as well as their respective interests in joint ventures and partnerships.

As at March 11, 2019, we had 77,265,973 common shares issued and outstanding and stock options exercisable for 1,236,299 additional common shares.

Additional information relating to Methanex, including our Annual Information Form, is available on our website at www.methanex.com, the Canadian Securities Administrators’ SEDAR website at www.sedar.com and on the United States Securities and Exchange Commission’s EDGAR website at www.sec.gov.

OVERVIEW OF THE BUSINESS

Methanol is a clear liquid commodity chemical that is predominantly produced from natural gas and is also produced from coal, particularly in China. Approximately 55% of all methanol demand is used to produce traditional chemical derivatives, including formaldehyde, acetic acid and a variety of other chemicals that form the basis of a large number of chemical derivatives for which demand is influenced by levels of global economic activity. The remaining 45% of methanol demand comes from a range of energy-related applications. These include methanol-to-olefins (“MTO”), methyl tertiary-butyl ether (“MTBE”), direct blending of methanol into gasoline (primarily in China), di-methyl ether (“DME”), biodiesel, methanol-to-gasoline (“MTG”), industrial boilers and marine fuel.

We are the world’s largest producer and supplier of methanol to the major international markets in Asia Pacific, North America, Europe and South America. Our total annual production capacity, including Methanex interests in jointly owned plants, is currently 9.4 million tonnes and is located in New Zealand, the United States, Trinidad, Egypt, Canada and Chile. In addition to the methanol produced at our sites, we purchase methanol produced by others under methanol offtake contracts and on the spot market. This gives us flexibility in managing our supply chain while continuing to meet customer needs and support our marketing efforts. We have marketing rights for 100% of the production from the jointly-owned plants in Trinidad and Egypt, which provides us with an additional 1.3 million tonnes per year of methanol offtake supply when the plants are operating at full capacity.

Refer to the Production Summary section on page 12 for more information.

2018 Industry Overview & Outlook

Methanol is a global commodity and our earnings are significantly affected by fluctuations in the price of methanol, which is directly impacted by changes in methanol supply and demand. Demand for methanol is driven primarily by levels of industrial production, energy prices and the strength of the global economy.

 

2018 Methanex Corporation Annual Report      7



Demand

Demand for methanol grew by approximately 3.5% or 3 million tonnes in 2018, resulting in total demand of approximately 81 million tonnes in 2018, excluding demand from integrated coal-to-olefins facilities.

Energy-related demand, which represented approximately 45% of total demand, grew by approximately 4% in 2018. Included in that sector, MTO demand represented approximately 14% of total methanol demand and was steady in 2018. The MTO industry is expected to grow in China as a number of plants are under construction and we expect at least two of those plants to start up in 2019 with the combined capacity to consume 3.6 million tonnes of methanol annually at full operating rates. The future operating rates and methanol consumption from MTO producers will depend on a number of factors, including pricing for their various final products, the degree of downstream integration of these units with other products, the impact of the olefin industry feedstock costs, including naptha, on relative competitiveness and plant maintenance schedules.

Global regulations to promote the use of clean-burning fuels support long-term demand growth for a number of emerging energy applications for methanol.

In China, stricter air quality emissions regulations are leading to a phase-out of coal-fueled industrial boilers in favour of cleaner fuels, creating a growing market for methanol as an alternative fuel. We estimate that this growing demand segment already represents approximately 2.0 million tonnes of methanol demand.

Demand for other fuel applications in China remains healthy with interest from other countries growing. China’s high blend (M85-M100) methanol vehicle pilot program led by the Ministry of Industry and Information Technology achieved positive results during the official review in 2017. We are pleased to see significant interest in high level methanol fuel blends with two provinces recently converting the majority of their taxis to operate on 100% methanol fuel. Blending continues to gain momentum outside of China. Several other countries are in the assessment or near-commercial stage for low-level methanol fuel blending.

Regulatory changes are playing an increasing role in encouraging new applications for methanol due to its emissions benefits as a fuel. As a result of the International Maritime Organization’s expansion of future sulphur limits from ocean-going vessels, methanol has emerged as a promising competitive alternative fuel. A number of projects are underway with cruise ships and ferries as well as tug boats and barges. In China, Methanex has partnered with the Ministry of Transport on a successful marine fuel pilot and is working with relevant stakeholders to support the application of methanol as a marine fuel.

Demand from traditional applications for methanol grew by approximately 3% in 2018 and we estimate that traditional chemical derivatives consume approximately 55% of methanol globally.

Supply

Approximately 3.5 million tonnes of new annualized capacity outside of China was introduced in 2018, including the 1.8 million tonne Natgasoline methanol plant which commenced operation late in the second quarter in Beaumont, Texas and the 1.7 million tonne Marjan methanol plant that started up late in the third quarter in Iran. In China, we estimate that approximately 2.0 million tonnes of net new production capacity was added in 2018, excluding methanol production that is integrated with production of other downstream products and not sold on the merchant market.

Over the next few years, the majority of large-scale capacity additions outside of China are expected to be in the Americas and the Middle East. Caribbean Gas Chemical Limited is constructing a 1.0 million tonne plant in Trinidad with announced production targeted for late 2019. Yuhuang Chemical Industries Inc. announced it is progressing plans to complete a 1.7 million tonne project in St. James Parish, Louisiana with an announced target completion date in 2020. There are other large-scale projects under discussion in North America; however, we believe that there has been limited committed capital to date. There are other projects under construction in Iran that we continue to monitor including the Kaveh and Bushehr plants. We anticipate that new non-integrated capacity additions in China will be modest due to a continuing degree of restrictions placed by the Chinese government on new standalone coal-based capacity additions. We expect that production from new capacity in China will be consumed in that country.

Price

Methanex’s average realized price in 2018 increased to $405 per tonne from $337 per tonne in 2017. The strength in methanol pricing was supported by healthy methanol demand combined with a variety of methanol industry outages and the delayed start-up

 

8      2018 Methanex Corporation Annual Report



of new industry capacity additions that created tight market conditions for most of the year. There was significant volatility in methanol pricing during the fourth quarter as prices increased early in the quarter before declining later in the quarter due to concerns around global economic growth, unresolved trade tensions and a steep decline in oil prices which reduced affordability of methanol into energy applications.

Future methanol prices will ultimately depend on the strength of the global economy, industry operating rates, global energy prices, new supply additions and the strength of global demand.

OUR STRATEGY

Our primary objective is to create value by maintaining and enhancing our leadership in the global production, marketing and delivery of methanol to customers. To achieve this objective we have a simple, clearly defined strategy: global leadership, low cost and operational excellence. We also pride ourselves in being a leader in Responsible Care. Our brand differentiator “ The Power of Agility ® ” defines our culture of flexibility, responsiveness and creativity that allows us to capitalize on opportunities quickly as they arise, and swiftly respond to customer needs.

Global Leadership

Global leadership is a key element of our strategy. We are focused on maintaining and enhancing our position as the major producer and supplier in the global methanol industry, improving our ability to cost-effectively deliver methanol to customers and supporting both traditional and energy-related global methanol demand growth.

We are the leading producer and supplier of methanol to the major international markets in Asia Pacific, North America, Europe and South America. Our 2018 sales volume of 11.2 million tonnes of methanol represented approximately 14% of global methanol demand. Our leadership position has enabled us to play an important role in the industry, which includes publishing Methanex reference prices that are used in each major market as the basis of pricing for our customer contracts.

The geographically diverse locations of our production sites allow us to deliver methanol cost-effectively to customers in all major global markets, while investments in global distribution and supply infrastructure, which include a fleet of ocean-going vessels and terminal capacity within all major international markets, enable us to enhance value to customers by providing reliable and secure supply.

A key component of our global leadership strategy is the strength of our asset position with over 8.5 million tonnes of operating capacity in 2018. We achieved a second consecutive year of record production in 2018 with 7.2 million tonnes. For a number of years, our Chile operations have been operating at less than full production capacity. The restart of our Chile IV plant in late 2018 returns Chile to a two plant operation and provides further potential to increase production over the near term.

Another key component of our global leadership strategy is our ability to supplement methanol production with methanol purchased from third parties to give us flexibility in our supply chain to meet customer commitments. We purchase methanol through a combination of methanol offtake contracts and spot purchases. We manage the cost of purchased methanol by taking advantage of our global supply chain infrastructure, which allows us to purchase methanol in the most cost-effective region while still maintaining overall security of supply.

The Asia Pacific region continues to lead global methanol demand growth and we have invested in and enhanced our presence in this important region. We have storage capacity in China, South Korea and Japan that allows us to cost-effectively manage supply to customers and we have offices in Hong Kong, Shanghai, Tokyo, Seoul and Beijing to enhance customer service and industry positioning in the region. This enables us to participate in and improve our knowledge of the rapidly evolving and high growth methanol markets in China and other Asian countries. Our expanding presence in Asia Pacific has also helped us identify several opportunities to support the development of applications for methanol in the energy-related sector.

Low Cost

A low cost structure is an important competitive advantage in a commodity industry and is a key element of our strategy. Our approach to major business decisions is guided by a drive to improve our cost structure and create value for shareholders. The most significant components of total costs are natural gas for feedstock and distribution costs associated with delivering methanol to customers. Our cost structure per tonne continues to benefit from significant leverage on our fixed costs as production increases.

 

2018 Methanex Corporation Annual Report      9



The New Zealand, Trinidad and Egypt facilities are underpinned by natural gas purchase agreements where the natural gas price varies with methanol prices. This pricing relationship enables these facilities to be competitive throughout the methanol price cycle. We have a fixed price contract to supply substantially all our Geismar 1 facility and forward contracts to hedge natural gas prices for approximately 40% of the natural gas requirements of our Geismar 2 facility through 2025 with the remainder of natural gas requirements at Geismar purchased in the spot market. We have entered into fixed price contracts to supply the majority of our natural gas requirements for our Medicine Hat facility through 2031. We have natural gas contracts for our Chile facility from Chilean and Argentine suppliers with varying terms including both fixed price contracts and a portion of the supply where the natural gas price varies with methanol prices.

Our production facilities are well located to supply global methanol markets. Still, the cost to distribute methanol from production locations to customers is a significant component of total operating costs. These include costs for ocean shipping, in-market storage facilities and in-market distribution. We are focused on identifying initiatives to reduce these costs, including optimizing the use of our shipping fleet, third-party backhaul arrangements and taking advantage of prevailing conditions in the shipping market by varying the type and length of term of ocean vessel contracts. In 2018, we had seven vessels in our fleet equipped with flex-fuel engines that can run on conventional fuel or methanol, which provides us flexibility in our supply chain. In 2019, 40% of our fleet will be able to run on methanol as four new vessels will be added with flex-fuel engines. We also look for opportunities to leverage our global asset position by entering into geographic product exchanges with other methanol producers to reduce distribution costs.

Operational Excellence

We maintain a focus on operational excellence in all aspects of our business. This includes excellence in manufacturing and supply chain processes, marketing and sales, human resources, corporate governance practices and financial management.

To differentiate ourselves from competitors, we strive to be the best operator in all aspects of our business and to be the preferred supplier to customers. We believe that reliability of supply is critical to the success of our customers’ businesses and our goal is to deliver methanol reliably and cost-effectively. We have a commitment to Responsible Care (an operating ethic and set of principles developed by the Chemistry Industry Association of Canada) and we use it as the umbrella under which we manage issues related to employee health and safety, environmental protection, community involvement, social responsibility, sustainability, security and emergency preparedness at each of our facilities and locations. Through the International Council of Chemical Associations, over 60 countries have adopted the Responsible Care Ethic and Principles for Sustainability. We believe a commitment to Responsible Care helps us achieve an excellent overall environmental and safety record.

Product stewardship is a vital component of a Responsible Care culture and guides our actions through the complete life cycle of our product. We aim for the highest safety standards to minimize risk to employees, customers and suppliers as well as to the environment and the communities in which we do business. We promote the proper use and safe handling of methanol at all times through a variety of internal and external health, safety and environmental initiatives, and we work with industry colleagues to improve safety standards. We readily share technical and safety expertise with key stakeholders, including customers, end-users, suppliers, logistics providers and industry associations in the methanol and methanol applications marketplace through active participation in local and international industry associations, seminars and conferences and online education initiatives.

As a natural extension of the Responsible Care ethic, we have a Social Responsibility policy that aligns corporate governance, employee engagement and development, community involvement and social investment strategies with our core values and corporate strategy.

Our strategy of operational excellence also includes the financial management of the Company. We operate in a highly competitive commodity industry. Accordingly, we believe it is important to maintain financial flexibility and we have adopted a prudent approach to financial management. We have an undrawn $300 million credit facility provided by highly rated financial institutions that expires in December 2022. As at December 31, 2018, we had a strong balance sheet and a cash balance of $256 million. We believe we are well-positioned to meet our financial commitments, pursue our growth opportunities and deliver on our commitment to return excess cash to shareholders through dividends and share repurchases.

 

10      2018 Methanex Corporation Annual Report



FINANCIAL HIGHLIGHTS

 

($ Millions, except as noted)    2018      2017  

Production (thousands of tonnes) (attributable to Methanex shareholders)

     7,211        7,187  

Sales volume (thousands of tonnes)

     

Methanex-produced methanol

     7,002        7,229  

Purchased methanol

     3,032        2,289  

Commission sales

     1,174        1,151  

Total sales volume 1

     11,208        10,669  

Methanex average non-discounted posted price ($ per tonne) 2

     481        396  

Average realized price ($ per tonne) 3

     405        337  

Revenue

     3,932        3,061  

Adjusted revenue 4

     4,033        3,227  

Adjusted EBITDA 4

     1,071        838  

Cash flows from operating activities

     980        780  

Adjusted net income 4

     556        409  

Net income (attributable to Methanex shareholders)

     569        316  

Adjusted net income per common share ($ per share) 4

     6.86        4.71  

Basic net income per common share ($ per share)

     7.07        3.64  

Diluted net income per common share ($ per share)

     6.92        3.64  

Common share information (millions of shares)

     

Weighted average number of common shares

     80        87  

Diluted weighted average number of common shares

     81        87  

Number of common shares outstanding, end of period

     77        84  

 

1  

Methanex-produced methanol represents our equity share of volume produced at our facilities and excludes volume marketed on a commission basis related to 36.9% of the Atlas facility and 50% of the Egypt facility that we do not own. Methanex-produced methanol includes any volume produced in Chile using natural gas supplied from Argentina under a tolling arrangement (“Tolling Volume”). A total of 108,000 MT Tolling Volume was produced in 2018, and none in 2017.

 

2  

Methanex average non-discounted posted price represents the average of our non-discounted posted prices in North America, Europe and Asia Pacific weighted by sales volume. Current and historical pricing information is available at www.methanex.com.

 

3  

Average realized price is calculated as revenue, excluding commissions earned and the Egypt non-controlling interest share of revenue, but including an amount representing our share of Atlas revenue, divided by the total sales volume of Methanex-produced and purchased methanol, but excluding Tolling Volume.

 

4  

The Company has used the terms Adjusted EBITDA, Adjusted net income, Adjusted net income per common share, Adjusted revenue, and Operating income throughout this document. These items are non-GAAP measures that do not have any standardized meaning prescribed by GAAP and therefore are unlikely to be comparable to similar measures presented by other companies. Refer to the Supplemental Non-GAAP Measures section on page 38 for a description of each non-GAAP measure and reconciliations to the most comparable GAAP measures.

 

2018 Methanex Corporation Annual Report      11



PRODUCTION SUMMARY

The following table details the annual production capacity and actual production of our facilities in 2018 and 2017:

 

(Thousands of tonnes)    Annual
production
capacity 1
     Annual
operating
capacity 2
     2018
Production
     2017
Production
 

New Zealand 3

     2,430        2,430        1,606        1,943  

Geismar (USA)

     2,000        2,000        2,078        1,935  

Trinidad (Methanex interest) 4

     2,000        2,000        1,702        1,768  

Egypt (50% interest)

     630        630        613        534  

Medicine Hat (Canada)

     600        600        600        593  

Chile 5

     1,720        880        612        414  
       9,380        8,540        7,211        7,187  

 

1

Annual production capacity reflects, among other things, average expected plant outages, turnarounds and average age of the facility’s catalyst. As a result, the actual production of a facility may be higher or lower than the stated annual production capacity.

 

2

Annual operating capacity includes only those facilities which are currently capable of operating, but excludes any portion of an asset that is underutilized due to a lack of natural gas feedstock over a prolonged period of time. The operating capacity of our production facilities may be higher than original nameplate capacity as, over time, these figures have been adjusted to reflect ongoing operating efficiencies at these facilities. Actual production for a facility in any given year may be higher or lower than operating capacity due to a number of factors, including natural gas composition or the age of the facility’s catalyst.

 

3

The operating capacity of New Zealand is made up of the two Motunui facilities and the Waitara Valley facility (refer to the New Zealand section below).

 

4

The operating capacity of Trinidad is made up of the Titan (100% interest) and Atlas (63.1% interest) facilities (refer to the Trinidad section below).

 

5  

The production capacity of our Chile I and IV facilities is 1.7 million tonnes annually assuming access to natural gas feedstock. For 2018, our operating capacity in Chile is 0.9 million tonnes. In the fourth quarter of 2018 we restarted our 0.8 million tonne Chile IV plant that had been idle since 2007. Chile operating capacity will be updated in 2019 to reflect the two plant operation (refer to the Chile section below).

New Zealand

In New Zealand, we produced 1.6 million tonnes of methanol in 2018 compared with 1.9 million tonnes in 2017. Planned turnarounds and maintenance activities at both the Motunui and Waitara Valley sites and gas supply constraints due to planned and unplanned gas field and pipeline maintenance and repairs impacted production in 2018. The plants are able to produce at an annual production capacity of up to 2.4 million tonnes of methanol, depending on natural gas composition. Our New Zealand facilities are ideally situated to supply the growing Asia Pacific market. Refer to the Risk Factors and Risk Management  - New Zealand section on page 28 for more information.

United States

The Geismar facilities produced 2.1 million tonnes of methanol in 2018 compared with 1.9 million tonnes in 2017. Higher production in 2018 compared with 2017 was a result of planned maintenance activities undertaken at both Geismar plants in 2017 that was not required in 2018. Refer to the Risk Factors and Risk Management  – United States section on page 28 for more information.

Trinidad

Our ownership interest in the methanol facilities in Trinidad represents 2.0 million tonnes of annual capacity. The Titan and Atlas facilities in Trinidad are well located to supply global methanol markets and are underpinned by natural gas purchase agreements where the natural gas price varies with methanol prices. The Trinidad facilities produced a total of 1.7 million tonnes of methanol (Methanex share) in 2018 compared with 1.8 million tonnes in 2017. Production in Trinidad was lower in 2018 compared to 2017 primarily as a result of interruptions to the electricity supply to the site and mechanical issues at both plants during the third quarter of 2018.

During 2017 and 2018, we continued to experience natural gas curtailments to our Trinidad facilities due to a mismatch between upstream supply to the National Gas Company of Trinidad and Tobago Limited (“NGC”) and downstream demand from NGC’s customers. We are engaged with key stakeholders to find a solution to this issue, but expect to continue to experience gas curtailments to the Trinidad site. Refer to the Risk Factors and Risk Management – Trinidad section on page 28 for more information.

Egypt

We operate the 1.26 million tonne per year methanol facility in Egypt and have marketing rights for 100% of the production. The Egypt methanol facility is well located to supply the domestic, European and Asia Pacific methanol markets. We produced 1.2 million tonnes of methanol (Methanex share of 0.6 million) at the plant during 2018, compared to 1.1 million tonnes (Methanex share of 0.5 million) in 2017. Production in 2017 was impacted by a planned turnaround.

 

12      2018 Methanex Corporation Annual Report



The Egypt facility has previously experienced periodic natural gas supply restrictions. The strong efforts by Egyptian governmental entities to fast-track existing and new upstream gas supply in Egypt has led to improved gas deliveries in 2017 and 2018. As a result, we expect to receive 100% of contracted gas deliveries for the foreseeable future. Refer to the Risk Factors and Risk Management  - Egypt section on page 29 for more information.

Canada

The Medicine Hat facility produced 600,000 tonnes of methanol in 2018 compared to 593,000 tonnes in 2017. Refer to the Risk Factors and Risk Management  – Canada section on page 29 for more information.

Chile

The Chile facilities, Chile I and IV, produced 612,000 tonnes of methanol in 2018 from a combination of Chile and Argentina sourced natural gas, including 108,000 tonnes produced through a tolling arrangement. This compares to 414,000 tonnes for Chile I in 2017, produced solely from Chile sourced natural gas. Production increased for 2018 as compared to 2017 as a result of improved natural gas availability from Chilean and Argentine suppliers and due to the restart of our Chile IV plant in the fourth quarter of 2018 that had been idle since 2007.

We expect that our current gas agreements will allow for a two-plant operation in Chile during the southern hemisphere summer months and up to a maximum of 75% of a two-plant operation annually in the near-term. The future of our Chile operations is primarily dependent on the level of natural gas exploration and development in southern Chile and our ability to secure a sustainable natural gas supply to our facilities on economic terms from Chile and Argentina. Refer to the Risk Factors and Risk Management – Chile section on page 29 for more information.

HOW WE ANALYZE OUR BUSINESS

Our operations consist of a single operating segment– the production and sale of methanol. We review our financial results by analyzing changes in the components of Adjusted EBITDA, mark-to-market impact of share-based compensation, depreciation and amortization, finance costs, finance income and other expenses, and income taxes.

The Company has used the terms Adjusted EBITDA, Adjusted net income, Adjusted net income per common share, Adjusted revenue and Operating income throughout this document. These items are non-GAAP measures that do not have any standardized meaning prescribed by GAAP and therefore are unlikely to be comparable to similar measures presented by other companies. Refer to the Supplemental Non-GAAP Measures section on page 38 for a description of each non-GAAP measure and reconciliations to the most comparable GAAP measures.

 

2018 Methanex Corporation Annual Report      13



In addition to the methanol that we produce at our facilities, we also purchase and resell methanol produced by others and we sell methanol on a commission basis. We analyze the results of all methanol sales together, excluding commission sales volume. The key drivers of changes in Adjusted EBITDA are average realized price, cash costs and sales volume, which are defined and calculated as follows:

 

PRICE   

The change in Adjusted EBITDA as a result of changes in average realized price is calculated as the difference from period to period in the selling price of methanol multiplied by the current period total methanol sales volume, excluding commission sales volume and Tolling Volume, plus the difference from period to period in commission revenue.

 

CASH COSTS   

The change in Adjusted EBITDA as a result of changes in cash costs is calculated as the difference from period to period in cash costs per tonne multiplied by the current period total methanol sales volume, excluding commission sales volume and Tolling Volume in the current period. The cash costs per tonne is the weighted average of the cash cost per tonne of Methanex-produced methanol and the cash cost per tonne of purchased methanol. The cash cost per tonne of Methanex-produced methanol includes absorbed fixed cash costs per tonne and variable cash costs per tonne. The cash cost per tonne of purchased methanol consists principally of the cost of methanol itself. In addition, the change in Adjusted EBITDA as a result of changes in cash costs includes the changes from period to period in unabsorbed fixed production costs, consolidated selling, general and administrative expenses and fixed storage and handling costs.

 

SALES VOLUME   

The change in Adjusted EBITDA as a result of changes in sales volume is calculated as the difference from period to period in total methanol sales volume, excluding commission sales volume and Tolling Volume, multiplied by the margin per tonne for the prior period. The margin per tonne for the prior period is the weighted average margin per tonne of Methanex-produced methanol and margin per tonne of purchased methanol. The margin per tonne for Methanex-produced methanol is calculated as the selling price per tonne of methanol less absorbed fixed cash costs per tonne and variable cash costs per tonne. The margin per tonne for purchased methanol is calculated as the selling price per tonne of methanol less the cost of purchased methanol per tonne.

 

 

We own 63.1% of the Atlas methanol facility and market the remaining 36.9% of its production through a commission offtake agreement. A contractual agreement between us and our partners establishes joint control over Atlas. As a result, we account for this investment using the equity method of accounting, which results in 63.1% of the net assets and net earnings of Atlas being presented separately in the consolidated statements of financial position and consolidated statements of income, respectively. For purposes of analyzing our business, Adjusted EBITDA, Adjusted net income, Adjusted net income per common share and Adjusted revenue include an amount representing our 63.1% equity share in Atlas. Our analysis of depreciation and amortization, finance costs, finance income and other expenses, and income taxes is consistent with the presentation of our consolidated statements of income and excludes amounts related to Atlas.

We own 50% of the 1.26 million tonne per year Egypt methanol facility and market the remaining 50% of its production through a commission offtake agreement. We account for this investment using consolidation accounting, which results in 100% of the revenues and expenses being included in our financial statements. We also consolidate less then wholly-owned entities for which we have a controlling interest. Non-controlling interests are included in the Company’s consolidated financial statements and represent the non-controlling shareholders’ interests in the Egypt methanol facility and any entity where we have control. For purposes of analyzing our business, Adjusted EBITDA, Adjusted net income, Adjusted net income per common share and Adjusted revenue exclude the amounts associated with non-controlling interests.

FINANCIAL RESULTS

For the year ended December 31, 2018, we reported net income attributable to Methanex shareholders of $569 million ($6.92 income per common share on a diluted basis), compared with net income attributable to Methanex shareholders of $316 million ($3.64 income per common share on a diluted basis) for the year ended December 31, 2017.

For the year ended December 31, 2018, we reported Adjusted EBITDA of $1,071 million and Adjusted net income of $556 million ($6.86 Adjusted net income per common share), compared with Adjusted EBITDA of $838 million and Adjusted net income of $409 million ($4.71 Adjusted net income per common share) for the year ended December 31, 2017.

 

14      2018 Methanex Corporation Annual Report



We calculate Adjusted EBITDA and Adjusted net income by including amounts related to our equity share of the Atlas facility (63.1% interest) and by excluding the non-controlling interests’ share, the mark-to-market impact of share-based compensation as a result of changes in our share price and the impact of certain items associated with specific identified events.

In 2017, we recorded a non-cash charge of $37 million to net income from the revaluation of a net deferred tax asset as a result of tax reform in the United States.

A reconciliation from net income attributable to Methanex shareholders to Adjusted net income and the calculation of Adjusted diluted net income per common share is as follows:

 

($ Millions, except number of shares and per share amounts)    2018      2017  

Net income attributable to Methanex shareholders

   $ 569      $ 316  

U.S. tax reform charge

            37  

Mark-to-market impact of share-based compensation, net of tax

     (13      56  

Adjusted net income

   $ 556      $ 409  

Diluted weighted average shares outstanding (millions)

     81        87  

Adjusted net income per common share

   $         6.86      $       4.71  

A summary of our consolidated statements of income for 2018 and 2017 is as follows:

 

($ Millions)    2018      2017  

Consolidated statements of income:

     

Revenue

   $       3,932      $     3,061  

Cost of sales and operating expenses

     (2,857      (2,352

Mark-to-market impact of share-based compensation

     (17      68  

Adjusted EBITDA (attributable to associate)

     140        148  

Amounts excluded from Adjusted EBITDA attributable to non-controlling interests

     (127      (87

Adjusted EBITDA (attributable to Methanex shareholders)

     1,071        838  

U.S. tax reform charge

            (37

Mark-to-market impact of share-based compensation

     17        (68

Depreciation and amortization

     (245      (232

Finance costs

     (94      (95

Finance income and other expenses

     4        13  

Income tax expense

     (153      (59

Earnings of associate adjustment 1

     (69      (72

Non-controlling interests adjustment 1

     38        28  

Net income attributable to Methanex shareholders

   $ 569      $ 316  

Net income

   $ 658      $ 375  

 

1  

These adjustments represent depreciation and amortization, finance costs, finance income and other expenses and income taxes associated with our 63.1% interest in the Atlas methanol facility and the non-controlling interests.

Revenue

There are many factors that impact our global and regional revenue. The methanol business is a global commodity industry affected by supply and demand fundamentals. Due to the diversity of the end products in which methanol is used, demand for methanol largely depends upon levels of industrial production, energy prices and changes in general economic conditions, which can vary across the major international methanol markets. Revenue increased to $3.9 billion in 2018 from $3.1 billion in 2017. The higher revenue reflects an increase in our average realized price and higher sales volume in 2018.

We publish regional non-discounted reference prices for each major methanol market and these posted prices are reviewed and revised monthly or quarterly based on industry fundamentals and market conditions. Most of our customer contracts use published Methanex reference prices as a basis for pricing, and we offer discounts to customers based on various factors. Our average non-discounted published reference price in 2018 was $481 per tonne compared with $396 per tonne in 2017. Our average realized price in 2018 increased to $405 per tonne from $337 per tonne in 2017.

 

2018 Methanex Corporation Annual Report      15



Distribution of Revenue

The geographic distribution of revenue by customer location for 2018 was similar to 2017. Details are as follows:

 

($ Millions, except where noted)    2018      2017  

China

   $ 1,122        29    $ 802        26

Europe

     708        18      609        20

United States

     762        19      570        19

South Korea

     444        11      348        11

South America

     353        9      279        9

Canada

     171        4      168        6

Other Asia

     372        10      285        9
     $       3,932        100    $       3,061        100

Adjusted EBITDA (Attributable to Methanex Shareholders)

2018 Adjusted EBITDA was $1,071 million compared with 2017 Adjusted EBITDA of $838 million, an increase of $233 million. The key drivers of change in our Adjusted EBITDA are average realized price, sales volume and cash costs as described below (refer to the How We Analyze Our Business section on page 13 for more information).

 

($ Millions)    2018 vs. 2017  

Average realized price

   $       679  

Sales volume

     44  

Total cash costs

     (490

Increase in Adjusted EBITDA

   $ 233  

Average Realized Price

Our average realized price for the year ended December 31, 2018 increased to $405 per tonne from $337 per tonne for 2017, and this increased Adjusted EBITDA by $679 million (refer to the Financial Results – Revenue section on page 15 for more information).

Sales Volume

Methanol sales volume, excluding commission sales volume, for the year ended December 31, 2018 increased by 0.5 million tonnes to 10.0 million tonnes from 9.5 million tonnes in 2017, and this increased Adjusted EBITDA by $44 million. Including commission sales volume from the Atlas and Egypt facilities, our total methanol sales volume was 11.2 million tonnes in 2018 compared with 10.7 million tonnes in 2017.

Total Cash Costs

The primary drivers of change in our total cash costs are changes in the cost of Methanex-produced methanol and changes in the cost of methanol we purchase from others (“purchased methanol”). We supplement our production with methanol produced by others through methanol offtake contracts and purchases on the spot market to meet customer needs and support our marketing efforts within the major global markets.

We have adopted the first-in, first-out method of accounting for inventories and it generally takes between 30 and 60 days to sell the methanol we produce or purchase. Accordingly, the changes in Adjusted EBITDA as a result of changes in Methanex-produced and purchased methanol costs primarily depend on changes in methanol pricing and the timing of inventory flows.

In a rising price environment, our margins at a given price are higher than in a stable price environment as a result of methanol purchases and production versus sales. Generally, the opposite applies when methanol prices are decreasing.

 

16      2018 Methanex Corporation Annual Report



The changes in Adjusted EBITDA due to changes in total cash costs for 2018 compared with 2017 were due to the following:

 

($ Millions)    2018 vs. 2017  

Methanex-produced methanol costs

   $       (123

Proportion of Methanex-produced methanol sales

     (93

Purchased methanol costs

     (210

Logistics costs

     (21

Other, net

     (43

Decrease in Adjusted EBITDA due to changes in total cash costs

   $ (490

Methanex-Produced Methanol Costs

Natural gas is the primary feedstock at our methanol facilities and is the most significant component of Methanex-produced methanol costs. We purchase natural gas for more than half of our production under natural gas purchase agreements where the unique terms of each contract include a base price and a variable price component linked to the price of methanol to reduce our commodity price risk exposure. The variable price component of each gas contract is adjusted by a formula related to methanol prices above a certain level. Methanex-produced methanol costs were higher in 2018 compared with 2017 by $123 million, primarily due to the impact of higher realized methanol prices on the variable portion of our natural gas costs and changes in the mix of production sold from inventory. For additional information regarding our natural gas supply agreements, refer to the Liquidity and Capital Resources – Summary of Contractual Obligations and Commercial Commitments section on page 23.

Proportion of Methanex-produced methanol sales

The cost of purchased methanol is directly linked to the selling price for methanol at the time of purchase and the cost of purchased methanol is generally higher than the cost of Methanex-produced methanol. Accordingly, an increase in the proportion of Methanex-produced methanol sales results in a decrease in our overall cost structure for a given period. The proportion of Methanex-produced methanol sales decreased in 2018 due to total sales volume increasing more than Methanex-produced volume and this decreased Adjusted EBITDA by $93 million for 2018 compared with 2017.

Purchased Methanol Costs

A key element of our corporate strategy is global leadership and, as such, we have built a leading market position in each of the major global markets where methanol is sold. We supplement our production with purchased methanol through methanol offtake contracts and on the spot market to meet customer needs and support our marketing efforts within the major global markets. In structuring purchase agreements, we look for opportunities that provide synergies with our existing supply chain that allow us to purchase methanol in the most cost effective region. The cost of purchased methanol consists principally of the cost of the methanol itself, which is directly related to the price of methanol at the time of purchase. As a result of higher methanol prices in 2018 and the timing of inventory flows and purchases, the cost of purchased methanol per tonne increased and this decreased Adjusted EBITDA by $210 million compared with 2017.

Logistics costs

Our investment in global distribution and supply infrastructure includes a dedicated fleet of ocean-going vessels. We utilize these vessels to enhance value to customers by providing reliable and secure supply and to optimize supply chain costs overall, including through third-party backhaul arrangements when available. Logistics costs can also vary from period to period depending on the levels of production from each of our production facilities and the resulting impact on our supply chain. Logistics costs in 2018 were $21 million higher than in 2017, decreasing Adjusted EBITDA. Logistics costs were primarily higher due to increased bunker fuel prices.

Other, Net

Other, net relates to unabsorbed fixed costs, tolling margins, selling, general and administrative expenses and other operational items. For the year ended December 31, 2018 compared with the same period in 2017, other costs were higher by $43 million, primarily due to higher selling, general and administrative expenses primarily associated with performance based incentives, higher unabsorbed fixed costs at our manufacturing sites and other operational items including an insurance settlement recorded in 2017.

 

2018 Methanex Corporation Annual Report      17



Mark-to-Market Impact of Share-Based Compensation

We grant share-based awards as an element of compensation. Share-based awards granted include stock options, share appreciation rights, tandem share appreciation rights, deferred share units, restricted share units and performance share units. For all share-based awards, share-based compensation is recognized over the related vesting period for the proportion of the service that has been rendered at each reporting date. Share-based compensation includes an amount related to the grant-date value and a mark-to-market impact as a result of subsequent changes in the Company’s share price. The grant-date value amount is included in Adjusted EBITDA and Adjusted net income. The mark-to-market impact of share-based compensation as a result of changes in our share price is excluded from Adjusted EBITDA and Adjusted net income and analyzed separately.

 

($ Millions, except share price)    2018      2017  

Methanex Corporation share price 1

   $       48.17      $       60.55  

Grant-date fair value expense included in Adjusted EBITDA and Adjusted net income

     11        11  

Mark-to-market impact due to change in share price

     (17      68  

Total share-based compensation expense (recovery), before tax

   $ (6    $ 79  

 

1  

U.S. dollar share price of Methanex Corporation as quoted on the NASDAQ Global Select Market on the last trading day of the respective period.

For stock options, the cost is measured based on an estimate of the fair value at the date of grant using the Black-Scholes option pricing model, and this grant-date fair value is recognized as compensation expense over the related vesting period with no subsequent re-measurement in fair value. Accordingly, share-based compensation expense associated with stock options will not vary significantly from period to period.

Share appreciation rights (“SARs”) are non-dilutive units that grant the holder the right to receive a cash payment upon exercise for the difference between the market price of the Company’s common shares and the exercise price that is determined at the date of grant. Tandem share appreciation rights (“TSARs”) give the holder the choice between exercising a regular stock option or a SAR. The fair values of SARs and TSARs are re-measured each quarter using the Black-Scholes option pricing model, which considers the market value of the Company’s common shares on the last trading day of each quarter.

Deferred, restricted and performance share units are grants of notional common shares that are redeemable for cash based on the market value of the Company’s common shares and are non-dilutive to shareholders. Performance share units have an additional feature where the ultimate number of units that vest will be determined by the Company’s total shareholder return in relation to a predetermined target over the period to vesting. The number of performance share units that will ultimately vest will be in the range of 25% to 150% based on the weighted-average closing share price for the 90 calendar days on the NASDAQ Global Select Market immediately preceding the year end date that the performance share units vest. For deferred, restricted and performance share units, the value is initially measured at the grant date and subsequently re-measured based on the market value of the Company’s common shares on the last trading day of each quarter. The price of the Company’s common shares as quoted on the NASDAQ Global Select Market decreased from $60.55 per share at December 31, 2017 to $48.17 per share at December 31, 2018. As a result of the decrease in the share price and the resulting impact on the fair value of the outstanding units, we recorded a $17 million mark-to-market recovery related to share-based compensation during 2018.

Depreciation and Amortization

Depreciation and amortization was $245 million for the year ended December 31, 2018 compared with $232 million for the year ended December, 31 2017. The increase in depreciation and amortization in 2018 compared with 2017 is primarily the result of higher unabsorbed depreciation associated with production outages in 2018.

U.S. Tax Reform

In 2017, we recorded a non-cash charge of $37 million to net income related to the revaluation of a net deferred tax asset as a result of tax reform in the United States (refer to the Financial Results – Income Taxes section on page 19 for more information).

Finance Costs

Finance costs are primarily comprised of interest on borrowings and finance lease obligations and were $94 million for the year ended December 31, 2018 compared to $95 million for the year ended December 31, 2017. Finance costs are comparable for the periods presented.

 

18      2018 Methanex Corporation Annual Report



Finance Income and Other Expenses

Finance income and other expenses was a gain of $4 million for the year ended December 31, 2018 compared to a gain of $13 million for the year ended December 31, 2017. The change in finance income and other expenses in 2018 compared with 2017 is primarily related to the impact of changes in foreign exchange rates.

Income Taxes

A summary of our income taxes for 2018 compared with 2017 is as follows:

 

($ Millions, except where noted)    2018      2017  
      Net Income      Adjusted Net
Income
     Net Income      Adjusted Net
Income
 

Amount before income tax

   $ 811      $ 737      $ 471      $ 524  

U.S. tax reform charge

                   (37       

Income tax expense

     (153      (181      (59      (115

Amount after income tax

   $         658      $         556      $         375      $         409  

Effective tax rate

     19      25      20      22

We earn the majority of our income in New Zealand, Trinidad, the United States, Egypt, Canada and Chile. In Trinidad and Chile, the statutory tax rate is 35%. The statutory rates in Canada and New Zealand are 27% and 28%, respectively. The United States statutory tax rate applicable to Methanex was 36% in 2017 and is 23% for 2018 and the Egypt statutory tax rate is 22.5%. As the Atlas entity is accounted for using the equity method, any income taxes related to Atlas are included in earnings of associate and therefore excluded from total income taxes but included in the calculation of Adjusted net income.

The effective tax rate related to Adjusted net income was 25% for the year ended December 31, 2018 compared with 22% on an Adjusted net income for the year ended December 31, 2017. Adjusted net income represents the amount that is attributable to Methanex shareholders and excludes the mark-to-market impact of share-based compensation and the impact of certain items associated with specific identified events. The effective tax rate differs from period to period depending on the source of earnings and the impact of foreign exchange fluctuations against the United States dollar on our tax balances. In periods with low income levels, the distribution of income and loss between jurisdictions can result in income tax rates that are not indicative of the longer term corporate tax rate. In addition, the effective tax rate is impacted by changes in tax legislation in the jurisdictions in which we operate.

For additional information regarding income taxes, refer to note 15 of our 2018 consolidated financial statements.

 

2018 Methanex Corporation Annual Report      19



LIQUIDITY AND CAPITAL RESOURCES

A summary of our consolidated statements of cash flows is as follows:

 

($ Millions)    2018      2017  

Cash flows from / (used in) operating activities:

     

Cash flows from operating activities before changes in non-cash working capital

   $ 974      $ 830  

Changes in non-cash working capital

     6        (50
     980        780  

Cash flows from / (used in) financing activities:

     

Dividend payments

     (106      (101

Interest paid

     (90      (86

Repayment of long-term debt

     (214      (57

Payments for the repurchase of shares

     (444      (286

Net proceeds on issue of long-term debt

     166         

Distributions to non-controlling interests

     (104      (4

Other

     (1      11  
     (793      (523

Cash flows from / (used in) investing activities:

     

Property, plant and equipment

     (244      (103

Restricted cash for vessels under construction

     (61       

Changes in non-cash working capital relating to investing activities

     (1      (3
       (306      (106

Increase (decrease) in cash and cash equivalents

     (119      151  

Cash and cash equivalents, end of year

   $         256      $         375  

Cash Flow Highlights

Cash Flows from Operating Activities

Cash flows from operating activities for the year ended December 31, 2018 were $980 million compared with $780 million for the year ended December 31, 2017. The increase in cash flows from operating activities is primarily due to higher net income resulting from a higher realized methanol price. The following table provides a summary of these items for 2018 and 2017:

 

($ Millions)    2018      2017  

Net income

   $ 658      $ 375  

Deduct earnings of associate

     (72      (76

Add dividends received from associate

     63        85  

Add (deduct) non-cash items:

     

Depreciation and amortization

     245        232  

Income tax expense

     153        96  

Share-based compensation expense (recovery)

     (6      79  

Finance costs

     94        95  

Income taxes paid

     (106      (36

Other

     (55      (20

Cash flows from operating activities before changes in non-cash working capital

     974        830  

Changes in non-cash working capital:

     

Trade and other receivables

     22        (49

Inventories

     (78      (20

Prepaid expenses

     (3      (6

Accounts payable and accrued liabilities, including long-term payables

     65        26  
       6        (49

Cash flows from operating activities

   $         980      $         780  

 

20      2018 Methanex Corporation Annual Report



For a discussion of the changes in net income, depreciation and amortization, share-based compensation recovery and finance costs, refer to the Financial Results section on page 14.

Changes in non-cash working capital increased cash flows from operating activities by $6 million for the year ended December 31, 2018, compared with a decrease of $49 million for the year ended December 31, 2017. Trade and other receivables decreased in 2018 and this increased cash flows from operating activities by $22 million, primarily due to the the timing of sales in 2018 compared to 2017. Inventories increased primarily due to the impact of higher methanol prices in 2018 compared to 2017 and the increase in inventory levels in line with business growth which decreased cash flows from operating activities by $78 million.

Cash Flows from Financing Activities

During 2018, we increased our regular quarterly dividend to $0.33 per common share from $0.30 per common share. Total dividend payments in 2018 were $106 million compared with $101 million in 2017 and total interest payments in 2018 were $90 million compared with $86 million in 2017.

In December 2018, we completed a 10% normal course issuer bid initiated in March 2018, repurchasing the maximum 6,590,095 common shares for approximately $444 million.

During 2018, we repaid $214 million of other limited recourse debt, including $142 million relating to our limited recourse Egypt debt facility and $61 million relating to other limited recourse debt facilities for ocean vessels compared to $57 million of other limited recourse debt repayments in 2017.

The Company issued other limited recourse debt for $86 million bearing an interest rate of 5.35% with principal repayments due through September 2033. This debt will be used to acquire two ocean going vessels currently under construction. The Company also issued $80 million of other limited recourse debt facilities bearing an interest rate of 5.58% with principal repayments due through June 2031, using the proceeds to repay $61 million of other limited recourse debt facilities noted above. Total debt issuances in 2018 were $166 million and all through 50% owned entities.

Distributions to non-controlling interests including the 50% ownership of the Egypt entity and the 50% ownership in multiple ocean going vessels not attributable to Methanex were $104 million in 2018 compared to $4 million in 2017.

Cash Flows from Investing Activities

During 2018, we incurred capital expenditures relating to our consolidated operations of $244 million primarily related to regular maintenance projects in New Zealand, Geismar and Trinidad and project work for the restart of our Chile IV plant. The Chile IV project was completed on time and on budget. In addition $61 million has been restricted for use for two ocean going vessels currently under construction with anticipated delivery in 2019.

Liquidity and Capitalization

Our objectives in managing liquidity and capital are to provide financial capacity and flexibility to meet our strategic objectives, to provide an adequate return to shareholders commensurate with the level of risk and to return excess cash through a combination of dividends and share repurchases.

 

2018 Methanex Corporation Annual Report      21



The following table provides information on our liquidity and capitalization position as at December 31, 2018 and December 31, 2017:

 

($ Millions, except where noted)    2018      2017  

Liquidity:

     

Cash and cash equivalents

   $         256      $         375  

Undrawn credit facilities

     300        300  

Total liquidity

   $ 556      $ 675  

Capitalization:

     

Unsecured notes, including current portion

   $ 1,190      $ 1,188  

Egypt limited recourse debt facilities, including current portion

     101        241  

Other limited recourse debt facilities, including current portion

     167        73  

Total debt

     1,458        1,502  

Non-controlling interests

     297        244  

Shareholders’ equity

     1,511        1,501  

Total capitalization

   $ 3,266      $ 3,247  

Total debt to capitalization 1

     45      46

Net debt to capitalization 2

     40      39

 

1  

Defined as total debt (including 100% of Egypt limited recourse debt facilities) divided by total capitalization.

 

2  

Defined as total debt (including 100% of Egypt limited recourse debt facilities) less cash and cash equivalents divided by total capitalization less cash and cash equivalents.

We manage our liquidity and capital structure and make adjustments to it in light of changes to economic conditions, the underlying risks inherent in our operations and the capital requirements to maintain and grow our business. The strategies we have employed include the issue or repayment of general corporate debt, the issue of project debt, the payment of dividends and the repurchase of shares.

We are not subject to any statutory capital requirements and have no commitments to sell or otherwise issue common shares except pursuant to outstanding employee stock options and TSARs.

We operate in a highly competitive commodity industry and believe that it is appropriate to maintain a strong balance sheet and maintain financial flexibility. As at December 31, 2018, we had a cash balance of $256 million and access to a $300 million undrawn credit facility with a syndicate of highly rated financial institutions that expires in December 2022. We do not have any debt maturities until December 2019 other than normal course obligations for principal repayments related to our Egypt and other limited recourse debt facilities. We intend to refinance the $350 million notes due December 2019. We invest our cash only in highly rated instruments that have maturities of three months or less to ensure preservation of capital and appropriate liquidity.

We have covenant and default provisions under our long-term debt obligations and we also have certain covenants that could restrict access to the credit facility. The covenants governing the unsecured notes, which are specified in an indenture, apply to the Company and its subsidiaries, excluding the Egypt entity, and include restrictions on liens, sale and lease-back transactions, a merger or consolidation with another corporation or sale of all or substantially all of our assets. The indenture also contains customary default provisions. The significant covenants and default provisions under the credit facility include:

 

  a)

the obligation to maintain an EBITDA to interest coverage ratio of greater than 2:1 calculated on a four-quarter trailing basis and a debt to capitalization ratio of less than or equal to 55%, both ratios calculated in accordance with definitions in the credit agreement that include adjustments related to the limited recourse subsidiaries;

 

  b)

a default if payment is accelerated by a creditor on any indebtedness of $50 million or more of the Company and its subsidiaries, except for the limited recourse subsidiaries; and

 

  c)

a default if a default occurs that permits a creditor to demand repayment on any other indebtedness of $50 million or more of the Company and its subsidiaries, except for the limited recourse subsidiaries.

The Egypt limited recourse debt facilities have covenants and default provisions that apply only to the Egypt entity, including restrictions on the incurrence of additional indebtedness and requirement to fulfill certain conditions before the payment of cash or other shareholder distributions. Under amended terms reached in 2017, shareholder distributions are permitted if the average gas

 

22      2018 Methanex Corporation Annual Report



deliveries over the prior 12 months are greater than 70% of gas nominations. In addition, the amended terms required that the first $100 million of shareholder distributions must be matched with $100 million of principal repayments on the Egypt limited recourse debt facilities. During 2018 early principal repayments of $100 million were made under the amended terms. Future distributions from the Egypt entity to shareholders and distributions do not require an equal early principal repayment.

The Egypt limited recourse debt facilities contain covenants to complete certain mortgage registrations. The Company has sought and received waivers from lenders relating to these covenants until March 31, 2020. The Company does not believe that the finalization of these mortgage registrations are material. Whilst these covenants have been waived multiple times by the lenders, and circumstances have not materially changed the Company cannot provide assurance that we will be able to obtain future waivers from the lenders.

Failure to comply with any of the covenants or default provisions of the long-term debt facilities described above could result in a default under the applicable credit agreement that would allow the lenders to not fund future loan requests, accelerate the due date of the principal and accrued interest on any outstanding loans or restrict the payment of cash or other distributions.

As at December 31, 2018, management believes the Company was in compliance with all significant terms and default provisions related to its long-term debt obligations.

Capital Projects and Growth Opportunities

During the fourth quarter of 2018 we restarted our 0.8 million tonne Chile IV plant that has been idle since 2007. The Chile IV project was completed on time and on budget. Our planned capital maintenance expenditure program directed towards maintenance, turnarounds and catalyst changes for existing operations, including our 63.1% share of Atlas and 50% of Egypt, is currently estimated to be approximately $125 million for 2019. We anticipate spending approximately $25 million to complete the first phase of the Chile I refurbishment in 2019 during the southern hemisphere winter months when we receive lower gas deliveries. Based on our ability to secure sufficient longer-term natural gas, we will complete the second phase of the refurbishment over the coming years.

We have made good progress on a potential Geismar 3 production facility and expect to spend approximately $50 to $60 million on this project prior to reaching a final investment decision with approximately $45 million remaining to be spent in the first half of 2019. We believe that the potential Geismar 3 project would be advantaged relative to other projects being contemplated or under construction in the US Gulf Coast.

In March 2019, we announced that our Board of Directors has approved a new 5% share repurchase program, through a normal course issuer bid.

We believe we are well positioned to meet our financial commitments, pursue our growth opportunities and deliver on our commitment to return excess cash to shareholders through dividends and share repurchases.

Summary of Contractual Obligations and Commercial Commitments

A summary of the amount and estimated timing of cash flows related to our contractual obligations and minimum commercial commitments as at December 31, 2018 is as follows:

 

($ Millions)    2019      2020-2021      2022-2023      After 2023             Total  

Long-term debt repayments

   $ 386      $ 81      $ 288      $ 722          $ 1,477  

Long-term debt interest obligations

     67        107        78        401            653  

Repayments of other long-term liabilities

     44        74        65        261            444  

Natural gas and other

     457        741        660        1,502            3,360  

Operating lease commitments

     80        120        103        124                427  
     $       1,034      $       1,123      $       1,194      $       3,010              $       6,361  

Long-Term Debt Repayments and Long-Term Debt Interest Obligations

We have $350 million of unsecured notes that mature in 2019, $250 million of unsecured notes that mature in 2022, $300 million of unsecured notes that mature in 2024 and $300 million of unsecured notes that mature in 2044. The remaining debt repayments represent the normal course obligations for principal repayments related to our limited recourse debt facilities. Interest obligations

 

2018 Methanex Corporation Annual Report      23



related to variable interest rate long-term debt were estimated using current interest rates in effect as at December 31, 2018. For additional information, refer to note 8 of our 2018 consolidated financial statements.

Repayments of Other Long-Term Liabilities

Repayments of other long-term liabilities represent contractual payment dates or, if the timing is not known, we have estimated the timing of repayment based on management’s expectations.

Natural Gas and Other

We have commitments under take-or-pay contracts to purchase natural gas, to pay for transportation capacity related to the delivery of natural gas and to purchase oxygen and other feedstock requirements. Take-or-pay means that we are obliged to pay for the supplies regardless of whether we take delivery. Such commitments are common in the methanol industry. These contracts generally provide a quantity that is subject to take-or-pay terms that is lower than the maximum quantity that we are entitled to purchase. The amounts disclosed in the table above represent only the minimum take-or-pay quantity.

The natural gas supply contracts for our facilities in New Zealand, Trinidad and Egypt are take-or-pay contracts denominated in United States dollars and include base and variable price components to reduce our commodity price risk exposure. The variable price component of each natural gas contract is adjusted by a formula related to methanol prices above a certain level. We believe this pricing relationship enables these facilities to be competitive throughout the methanol price cycle. The amounts disclosed in the table for these contracts represent only the base price component.

We also have multi-year fixed price natural gas contracts to supply one production facility in Geismar and Medicine Hat, and natural gas hedges in Geismar and Medicine Hat to manage exposure to natural gas price risk. We believe that the long-term natural gas dynamics in North America will support the long-term operation of these facilities. In the above table, we have included natural gas commitments in North America for Geismar and Medicine Hat at the contractual volume and prices.

The above table does not include costs for planned capital maintenance or expansion expenditures or any obligations with original maturities of less than one year.

The Company’s natural gas supply agreements with Argentine suppliers are on an interruptible basis and as such, the potential future purchase obligations under these agreements have been excluded from the table above.

We have marketing rights for 100% of the production from our jointly owned Atlas and Egypt plants which results in purchase commitments of up to an additional 1.3 million tonnes per year of methanol offtake supply when these plants operate at capacity. As at December 31, 2018, the Company also had commitments to purchase methanol from other suppliers for approximately 1.2 million tonnes for 2019 and 1.2 million tonnes in aggregate thereafter. The pricing under these purchase commitments is referenced to pricing at the time of purchase or sale, and accordingly, no amounts have been included in the table above.

Operating Lease Commitments

We have future minimum lease payments under operating leases relating primarily to vessel charter, terminal facilities, office space and equipment. For additional information refer to the Anticipated Changes to International Financial Reporting Standards section on page 37 and note 21 of our 2018 consolidated financial statements.

Off-Balance Sheet Arrangements

As at December 31, 2018, we did not have any off-balance sheet arrangements, as defined by applicable securities regulators in Canada and the United States, that have, or are reasonably likely to have, a current or future material effect on our results of operations or financial condition.

Financial Instruments

A financial instrument is any contract that gives rise to a financial asset of one party and a financial liability or equity instrument of another party. Financial instruments are either measured at amortized cost or fair value.

In the normal course of business, the Company’s assets, liabilities and forecasted transactions, as reported in U.S. dollars, are impacted by various market risks including, but not limited to, natural gas prices and currency exchange rates. The time frame and

 

24      2018 Methanex Corporation Annual Report



manner in which the Company manages those risks varies for each item based on the Company’s assessment of the risk and the available alternatives for mitigating risks.

The Company uses derivatives as part of its risk management program to mitigate variability associated with changing market values. Changes in fair value of derivative financial instruments are recorded in earnings unless the instruments are designated as cash flow hedges, in which case the changes in fair value are recorded in other comprehensive income and are reclassified to profit or loss when the underlying hedged transaction is recognized in earnings. The Company designates as cash flow hedges certain derivative financial instruments to hedge its risk exposure to fluctuations in natural gas prices and to hedge its risk exposure to fluctuations on certain foreign currency denominated transactions.

Until settled, the fair value of the derivative financial instruments will fluctuate based on changes in commodity prices or foreign currency exchange rates.

The following table shows the carrying value of each of our categories of financial assets and liabilities and the related balance sheet items as at December 31, 2018 and December 31, 2017:

 

($ Millions)    2018      2017  

Financial assets:

     

Financial assets measured at fair value:

     

Derivative instruments designated as cash flow hedges 1

   $      $  

Financial assets not measured at fair value:

     

Cash and cash equivalents

     256        375  

Trade and other receivables, excluding tax receivable

     505        527  

Restricted cash included in other assets

     19        28  

Restricted cash and cash equivalents for vessels under construction

     66         

Total financial assets 2

   $ 846      $ 930  

Financial liabilities:

     

Financial liabilities measured at fair value:

     

Derivative instruments designated as cash flow hedges 1

   $ 106      $ 91  

Financial liabilities not measured at fair value:

     

Trade, other payables and accrued liabilities, excluding tax payable

     524        528  

Long-term debt, including current portion

     1,458        1,502  

Total financial liabilities

   $       2,088      $       2,121  

 

1  

The Geismar 2 and Medicine Hat natural gas hedges and euro foreign currency hedges designated as cash flow hedges are measured at fair value based on industry accepted valuation models and inputs obtained from active markets.

 

2  

The carrying amount of the financial assets represents the maximum exposure to credit risk at the respective reporting periods.

As at December 31, 2018, all of the financial instruments were recorded on the consolidated statements of financial position at amortized cost with the exception of derivative financial instruments, which are recorded at fair value unless exempted.

The fair value of derivative instruments is determined based on industry-accepted valuation models using market observable inputs and are classified within Level 2 of the fair value hierarchy. The fair value of all the Company’s derivative contracts includes an adjustment for credit risk. The effective portion of the changes in fair value of derivative financial instruments designated as cash flow hedges is recorded in other comprehensive income. The spot element of forward contracts in the hedging relationships is recorded in other comprehensive income as the change in fair value of cash flow hedges. The change in the fair value of the forward element of forward contracts is recorded separately in other comprehensive income as the forward element excluded from hedging relationships.

The Company has elected to manage its exposure to changes in natural gas prices for the Geismar 2 and Medicine Hat facilities by executing a number of forward contracts which it has designated as cash flow hedges for its highly probable forecast natural gas purchases in North America.

The Company also designates as cash flow hedges forward exchange contracts to sell certain foreign currencies at a fixed U.S. dollar exchange rate to hedge its exposure to exchange rate fluctuations on certain foreign currency denominated transactions.

 

2018 Methanex Corporation Annual Report      25



RISK FACTORS AND RISK MANAGEMENT

We are subject to risks that require prudent risk management. We believe the following risks, in addition to those described in the Critical Accounting Estimates section on page 35, to be among the most important for understanding the issues that face our business and our approach to risk management.

Methanol Price

The methanol business is a highly competitive commodity industry and prices are affected by supply and demand fundamentals. Methanol prices have historically been, and are expected to continue to be, characterized by cyclicality. Factors influencing supply and demand for methanol and related risks are found below. We are not able to predict future methanol supply and demand balances, global economic activity, methanol prices or energy prices, all of which are affected by numerous factors beyond our control. Since methanol is the only product we produce and market, a decline in the price of methanol has a significant negative effect on our results of operations and financial condition.

Methanol Demand

Demand for methanol largely depends upon the level of energy prices, global economic growth rates and government regulations and policies.

Energy Prices

Approximately 45% of methanol demand is from energy-related applications. Over the past number of years, methanol demand growth has been led by strong demand from these applications, in part, as relatively high oil prices generated an economic incentive to substitute lower cost methanol for petroleum products or as a feedstock in energy-related products. The fastest growing application where methanol serves as a substitute for an energy product is MTO, where methanol is an alternative feedstock in the production of olefins. Olefins have historically been made from ethane and naptha which are energy based feedstocks. Methanol can be blended directly with gasoline, and DME (a methanol derivative) can be blended with liquefied petroleum gas (propane). Because of this relationship, methanol demand is sensitive to the pricing of these energy products, which in turn are generally linked to global energy prices. We cannot provide assurance that energy prices will not negatively impact methanol demand growth, which could have an adverse effect on our results of operations and financial condition.

Global Economic Growth Rates

Approximately 55% of methanol demand is from traditional chemical applications. As these applications manufacture products used in a wide variety of industrial products and consumer goods, the rate of growth in demand for methanol from these applications tends to be correlated with overall global economic growth. Any slowdown in the global or regional economies can negatively impact demand for methanol and have a detrimental impact on methanol prices.

Government Regulations and Policies

Changes in environmental, health and safety laws, regulations or requirements could impact methanol demand. The United States Environmental Protection Agency (“EPA”) is currently evaluating the human health effects of methanol as part of a standard review of chemicals under its Integrated Risk Information System (“IRIS”), a database of chemical health effects. No authoritative body has classified methanol as a carcinogen. A draft assessment for methanol was released by the EPA in 2010 classifying methanol as “Likely to be Carcinogenic to Humans.” In 2011, the EPA divided the draft assessment for methanol into cancer and non-cancer assessments. In September 2013, the EPA released the final non-cancer assessment, in which it established the maximum ingestion and inhalation levels for methanol that it claims will not result in adverse health impacts. The timeline for the final cancer assessment remains unknown, and no activity on the cancer assessment for methanol is currently contained on the EPA’s work plan. We are unable to determine whether the current draft classification will be maintained in the final cancer assessment or if this will lead other government agencies to reclassify methanol. Any reclassification could reduce future methanol demand, which could have an adverse effect on our results of operations and financial condition.

In 2018, methanol demand for the production of formaldehyde represented approximately 30% of global demand. The largest use for formaldehyde is as a component of urea-formaldehyde and phenol-formaldehyde resins, which are used in adhesives for plywood, particleboard, oriented strand board, medium-density fibreboard and other reconstituted or engineered wood products.

 

26      2018 Methanex Corporation Annual Report



There is also demand for formaldehyde as a raw material for engineering plastics and in the manufacture of a variety of other products, including elastomers, paints, building products, foams, polyurethane and automotive products.

The current EPA IRIS carcinogenicity classification for formaldehyde is “Likely to be Carcinogenic to Humans;” however, the EPA is reviewing this classification for formaldehyde as part of a standard review of chemicals. There is no firm time-line for the final assessment. In 2010, the EPA released its draft formaldehyde assessment, proposing formaldehyde as “Known to be Carcinogenic to Humans.” The National Toxicology Program (“NTP”) lists formaldehyde as “Known to be a Human Carcinogen” under the NTP Report on Carcinogens. EPA uses IRIS assessments as a basis for regulatory actions such as restricting emissions from products containing formaldehyde. The EPA continues to develop a revised IRIS assessment of formaldehyde.

In 2009, the US National Cancer Institute (“NCI”) published a report on the health effects of occupational exposure to formaldehyde and a possible link to leukemia, multiple myeloma and Hodgkin’s disease. The NCI report concluded that there may be an increased risk of cancers of the blood and bone marrow related to a measure of peak formaldehyde exposure. The NCI report was the first part of an update of the 2004 NCI study that indicated possible links between formaldehyde exposure and nasopharyngeal cancer and leukemia. The International Agency for Research on Cancer also concluded that there is sufficient evidence in humans of a causal association of formaldehyde with leukemia. In 2011, the U.S. Department of Health and Human Services’ National Toxicology Program released its 12th Report on Carcinogens, modifying its listing of formaldehyde from “Reasonably Anticipated to be a Human Carcinogen” to “Known to be a Human Carcinogen.”

We are unable to determine at this time if the EPA or other governments or government agencies will reclassify formaldehyde or what limits could be imposed related to formaldehyde emissions in the United States or elsewhere. Any such actions could reduce future methanol demand for use in producing formaldehyde, which could have an adverse effect on our results of operations and financial condition.

Methanol Supply

An increase in competitively priced methanol supply, all else equal, can displace supply from higher cost producers and have a negative impact on methanol price. Methanol supply is influenced by the cost of production including the availability and cost of raw materials including coal and natural gas, freight costs, capital costs and government policies. Methanol supply can become available from the construction of new methanol plants, by restarting idle methanol plants, by carrying out major expansions of existing plants or by debottlenecking existing plants to increase their production capacity.

Approximately 3.5 million tonnes of new annualized capacity outside of China was introduced in 2018, including the 1.8 million tonne Natgasoline methanol plant which commenced operation late in the second quarter in Beaumont, Texas and the 1.7 million tonne Marjan methanol plant that started up late in the third quarter in Iran. In China, we estimate that approximately 2.0 million tonnes of net new production capacity was added in 2018.

Over the next few years, the majority of large-scale capacity additions outside of China are expected to be in the Americas and the Middle East. Caribbean Gas Chemical Limited is constructing a 1.0 million tonne plant in Trinidad with announced production targeted for late 2019. Yuhuang Chemical Industries Inc. announced it is progressing plans to complete a 1.7 million tonne project in St. James Parish, Louisiana with an announced target completion date in 2020. There are other large-scale projects under discussion in North America; however, we believe that there has been limited committed capital to date. There are other projects under construction in Iran that we continue to monitor including the Kaveh and Bushehr plants. We anticipate that new non-integrated capacity additions in China will be modest due to a continuing degree of restrictions placed by the Chinese government on new standalone coal-based capacity additions. We expect that production from new capacity in China will be consumed in that country.

We cannot provide assurance that new supply additions will not outpace the level of future demand growth thereby contributing to negative pressure on methanol price.

Security of Natural Gas Supply and Price

Natural gas is the principal feedstock for producing methanol and it accounts for a significant portion of our operating costs. Accordingly, our results from operations depend in large part on the availability and security of supply and the price of natural gas. If, for any reason, we are unable to obtain sufficient natural gas for any of our plants on commercially acceptable terms or we

 

2018 Methanex Corporation Annual Report      27



experience interruptions in the supply of contracted natural gas, we could be forced to curtail production or close such plants, which could have an adverse effect on our results of operations and financial condition.

New Zealand

We have three plants in New Zealand with a total production capacity of up to 2.4 million tonnes of methanol per year, depending on natural gas composition. Two plants are located at Motunui and the third is located at nearby Waitara Valley. We have entered into several agreements with various natural gas suppliers to underpin our New Zealand operations with terms that range in length up to 2029. All agreements in New Zealand are take-or-pay agreements and include U.S. dollar base and variable price components where the variable price component is adjusted by a formula related to methanol prices above a certain level. We believe this pricing relationship enables these facilities to be competitive at all points in the methanol price cycle and provides gas suppliers with attractive returns. Certain of these contracts require the supplier to deliver a minimum amount of natural gas with additional volume dependent on the success of exploring and developing the related natural gas field.

We continue to pursue opportunities to contract additional natural gas to supply our plants in New Zealand.

The future operation of our New Zealand facilities depends on the ability of our contracted suppliers to meet their commitments and the success of ongoing exploration and development activities in the region. We cannot provide assurance that our contracted suppliers will be able to meet their commitments or that their ongoing exploration and development activities in New Zealand will be successful to enable our operations to operate at capacity. We cannot provide assurance that we will be able to obtain natural gas at economic terms or with the optimal CO 2 composition. These factors could have an adverse impact on our results of operations and financial condition.

United States

We have two plants in Geismar, Louisiana with a total production capacity of 2.0 million tonnes. The Geismar facilities commenced first methanol production in 2015.

We have a fixed price agreement for the supply of substantially all of the natural gas requirements for the Geismar 1 facility that expires in 2025. We have forward contracts to hedge approximately 40% of the natural gas prices for the Geismar 2 facility through 2025 with the remainder of natural gas requirements at Geismar purchased in the spot market.

We believe that the long-term natural gas dynamics in North America will support the long-term operations of these facilities; however, we cannot provide assurance that our contracted suppliers will be able to meet their commitments or that we will be able to secure additional natural gas on commercially acceptable terms and this could have an adverse impact on our results of operations and financial condition.

Trinidad

Natural gas for our two methanol production facilities in Trinidad, with our share of total production capacity being 2.0 million tonnes per year, is supplied under take-or-pay contracts with the National Gas Company of Trinidad and Tobago Limited (“NGC”), which purchases the natural gas from upstream gas producers. Gas paid for, but not taken, in any year may be received in subsequent years subject to certain limitations. The contracts for Titan and Atlas have U.S. dollar base and variable price components, where the variable portion is adjusted by a formula related to methanol prices above a certain level. The contract for Atlas expires in 2024 and the contract for Titan expires at the end of 2019.

Since 2011, large industrial consumers in Trinidad, including our Titan and Atlas facilities, have experienced curtailments of natural gas supply due to a mismatch between upstream supply to NGC and downstream demand from NGC’s customers. Although in 2018, Trinidad has commissioned certain upstream facilities and taken measures to optimize the gas transportation network, we expect that gas curtailments to our facilities will continue for the foreseeable future. While, we believe the supply and demand fundamentals for natural gas in Trinidad will support the continued operation of these facilities, we cannot provide assurance that we will be able to renew gas contracts at economic terms. Additionally, we cannot provide assurance that our contracted gas suppliers will be able to fully meet their commitments, that we will not experience longer or greater than anticipated curtailments due to upstream outages or other issues in Trinidad and that these curtailments will not be material. These factors could have an adverse impact on our results of operations and financial condition.

 

28      2018 Methanex Corporation Annual Report



Egypt

We have a 25-year, take-or-pay natural gas supply agreement expiring in 2036 for the 1.26 million tonne per year methanol plant in Egypt in which we have a 50% equity interest. The price paid for gas is based on a U.S. dollar base price plus a variable price component that is adjusted by a formula related to methanol prices above a certain level. Under the contract, the gas supplier is obligated to supply, and we are obliged to take or pay for, a specified annual quantity of natural gas. Gas paid for, but not taken, in any year may be received in subsequent years subject to limitations. In addition, the natural gas supply agreement has a mechanism whereby we are partially compensated when gas delivery shortfalls in excess of a certain threshold occur. Natural gas is supplied to this facility from the same gas delivery grid infrastructure that supplies other industrial users in Egypt, as well as the general Egyptian population.

Since the plant commenced operations in 2011, Egypt has experienced periods of significant social unrest, including acts of sabotage and government transitions. We believe that these factors previously contributed to constraints in the development of new supplies of natural gas coming to market resulting in our Egypt plant operating below full capacity before late-2016.

Since late-2016, gas deliveries have improved significantly and we have received 100% of contracted gas supply. This is largely a result of the Egyptian government’s significant efforts to improve the gas supply situation in the country by encouraging natural gas exploration. These efforts coupled with continuing natural gas discoveries have successfully strengthened the natural gas supply and demand balance in Egypt which has resulted in the Egyptian government declaring natural gas self-sufficiency in late 2018.

In spite of these positive developments in Egypt, the restrictions experienced in past years may persist in the future. We cannot provide assurance that we will not experience natural gas restrictions and that this would not have an adverse impact on our results of operations and financial condition.

Canada

We have entered into fixed price contracts to supply substantially all of our natural gas requirements for our Medicine Hat facility through 2031. In addition to hedges in place through 2022, we have a long-term, fixed price physical supply contract with a progressively growing supply commitment that started in 2018 and increases to 80-90% of the plant’s natural gas requirements from 2023 through 2031.

We cannot provide assurance that our contracted suppliers will be able to meet their commitments or that we will be able to continue to secure sufficient natural gas for our Medicine Hat facility on commercially acceptable terms and that this will not have an adverse impact on our results of operations and financial condition.

Chile

Natural gas for our two plants in Chile is supplied by various producers in Chile and Argentina. A portion of the contracted gas is subject to deliver or pay and take or pay provisions. We believe that our current gas agreements will allow for a two-plant operation in Chile during the southern hemisphere summer months and up to a maximum of 75% of a two-plant operation annually in the near-term. The price paid for natural gas is a mix of both fixed price and a U.S. dollar base price plus a variable price component that is adjusted by a formula related to methanol prices above a certain level.

Our primary Chilean natural gas supplier is Empresa Nacional del Petróleo (“ENAP”). ENAP has made significant investments in the development of natural gas from unconventional reservoirs and this effort has resulted in increased gas deliveries from ENAP to our facilities. In January 2016, the U.S. Geological Survey assessed a technically recoverable mean resource of 8.3 trillion cubic feet of unconventional tight gas in the Chilean Magallanes Province. However, the potential for a sustained increase in gas deliveries to our plants depends on the economics of the development of gas discoveries and, ultimately, the price at which we can obtain gas.

During 2018, we received natural gas from Argentina under a tolling arrangement whereby the natural gas received was converted into methanol and then re-delivered to Argentina. This tolling arrangement has now expired.

In September 2018, we started receiving natural gas from Argentina under four new gas supply agreements. These contracts supply gas under interruptible conditions until mid-2020.

We are continuing to work with gas suppliers in Chile and Argentina to secure sufficient natural gas to sustain our Chile operations into the future.

 

2018 Methanex Corporation Annual Report      29



The future of our Chile operations is primarily dependent on the level of exploration and development of natural gas in southern Chile and our ability to secure a sustainable natural gas supply to our facilities on economic terms from Chile and Argentina. We cannot provide assurance that we will be able to continue to secure a sustainable natural gas supply to our facilities on economic terms and that this will not have an adverse impact on our results of operations or financial condition.

Global Economic Conditions

In addition to the potential influence of global economic activity levels on methanol demand and price, changing global economic conditions can result in changes in capital markets. A deterioration in economic conditions could have a negative impact on our investments, diminish our ability to access existing or future credit and increase the risk of defaults by customers, suppliers, insurers and other counterparties.

Foreign Operations

A significant portion of our operations and investments are located outside of North America, in New Zealand, Trinidad, Egypt, Chile, Europe and Asia. We are subject to risks inherent in foreign operations such as loss of revenue, property and equipment as a result of expropriation; import or export restrictions; anti-dumping measures; nationalization, war, insurrection, civil unrest, sabotage, terrorism and other political risks; increases in duties, taxes and governmental royalties; renegotiation of contracts with governmental entities; as well as changes in laws or policies or other actions by governments that may adversely affect our operations, including lack of certainty with respect to foreign legal systems, corruption and other factors inconsistent with the rule of law. Many of the foregoing risks related to foreign operations may also exist for our domestic operations in North America. The Company is committed to doing business in accordance with all applicable laws and its code of business conduct, but there is a risk that it, its subsidiaries or affiliated entities or their respective officers, directors, employees or agents could act in violation of its codes and applicable laws. Any such violation could severely damage our reputation and could result in substantial civil and criminal fines or penalties. Such damage to our reputation and fines and penalties could materially affect the Company’s business and have an adverse impact on our results of operations and financial condition.

Because we derive a significant portion of our revenues from production and sales by subsidiaries outside of Canada, the payment of dividends or the making of other cash payments or advances by these subsidiaries may be subject to restrictions or exchange controls on the transfer of funds in or out of the respective countries or result in the imposition of taxes on such payments or advances.

The dominant currency in which we conduct business is the United States dollar, which is also our reporting currency. The most significant components of our costs are natural gas feedstock and ocean-shipping costs and substantially all of these costs are incurred in United States dollars. Some of our underlying operating costs, capital expenditures and purchases of methanol, however, are incurred in currencies other than the United States dollar, principally the Canadian dollar, the Chilean peso, the Trinidad and Tobago dollar, the New Zealand dollar, the euro, the Egyptian pound and the Chinese yuan. We are exposed to increases in the value of these currencies that could have the effect of increasing the United States dollar equivalent of cost of sales, operating expenses and capital expenditures. A portion of our revenue is earned in euros, Canadian dollars and Chinese yuan. We are exposed to declines in the value of these currencies compared to the United States dollar, which could have the effect of decreasing the United States dollar equivalent of our revenue.

Trade in methanol is subject to duty in a number of jurisdictions. Methanol sold in certain markets from our producing regions is currently subject to import duties ranging from 0% to 5.5%. As well, an additional 10% tariff was enacted in 2018 on methanol imported from the US to China and from China to the US. There can be no assurance that the duties will not increase, that duties will not be levied in other jurisdictions in the future or that we will be able to mitigate the impact of future duties, if levied, or that future duties will not have a significant negative effect.

Methanol is a globally traded commodity that is produced by many producers at facilities located around the world. Some producers and marketers may have direct or indirect contacts with countries that may, from time to time, be subject to international trade sanctions or other similar prohibitions (“Sanctioned Countries”). In addition to the methanol we produce, we purchase methanol from third parties under purchase contracts or on the spot market in order to meet our commitments to customers, and we also engage in product exchanges with other producers and marketers. We believe that we are in compliance with all applicable laws with respect to sales and purchases of methanol and product exchanges. However, as a result of the participation of Sanctioned

 

30      2018 Methanex Corporation Annual Report



Countries in our industry, we cannot provide assurance that we will not be exposed to reputational or other risks that could have an adverse impact on our results of operations and financial condition.

Taxation Risk

The Company is subject to taxes, duties, levies, governmental royalties and other government-imposed compliance costs in numerous jurisdictions. New taxes and/or increases to the rates at which these amounts are determined could have an adverse impact on our results of operations and financial condition.

We have organized our operations in part based on certain assumptions about various tax laws (including capital gains, withholding taxes and transfer pricing), foreign currency exchange and capital repatriation laws and other relevant laws of a variety of foreign jurisdictions. While we believe that such assumptions are reasonable, we cannot provide assurance that foreign taxation or other authorities will reach the same conclusion. The results of audit of prior tax filings and the final determination of these events may have a material impact on the Company. Refer to Litigation Risk and Legal Proceedings on page 35 for more information related to current legal matters. Further, if such foreign jurisdictions were to change or modify such laws, we could suffer adverse tax and financial consequences.

Liquidity Risk

As at December 31, 2018, we had a cash balance of $256 million. We have an undrawn $300 million revolving credit facility with a syndicate of banks that expires in December 2022 and our ability to maintain access to the facility is subject to meeting certain financial covenants, including an EBITDA to interest coverage ratio and a debt to capitalization ratio, both ratios

calculated in accordance with definitions in the credit agreement that include adjustments related to the Company’s limited recourse subsidiaries.

As at December 31, 2018, our long-term debt obligations include $1,190 million in unsecured notes, $101 million related to the Egypt limited recourse debt facilities (100% basis) and $167 million related to other limited recourse debt (100% basis). We intend to refinance the $350 million of the unsecured notes due December 15, 2019.

The covenants governing the unsecured notes, which are specified in an indenture, apply to the Company and its subsidiaries, excluding the Egypt entity, and include restrictions on liens, sale and lease-back transactions, a merger or consolidation with another corporation or a sale of all or substantially all of the Company’s assets. The indenture also contains customary default provisions. The Egypt limited recourse debt facilities are described as limited recourse as they are secured only by the assets of the Egypt entity. Accordingly, the lenders to the limited recourse debt facilities have no recourse to the Company or its other subsidiaries. The Egypt limited recourse debt facilities have covenants and default provisions that apply only to the Egypt entity, including restrictions on the incurrence of additional indebtedness and a requirement to fulfill certain conditions before the payment of cash or other distributions.

For additional information regarding long-term debt, refer to note 8 of our 2018 consolidated financial statements.

We cannot provide assurance that we will be able to access new financing in the future on commercially acceptable terms or at all, or that the financial institutions providing the credit facility will have the ability to honour future draws. Additionally, failure to comply with any of the covenants or default provisions of the long-term debt facilities described above could result in a default under the applicable credit agreement that would allow the lenders to not fund future loan requests, accelerate the due date of the principal and accrued interest on any outstanding loans or restrict the payment of cash or other distributions. Any of these factors could have a significant negative effect on our results of operations, our ability to pursue and complete strategic initiatives or on our financial condition.

Customer Credit Risk

Our customers are large global or regional petrochemical manufacturers or distributors and a number are highly leveraged. We monitor our customers’ financial status closely; however, some customers may not have the financial ability to pay for methanol in the future and this could have an adverse effect on our results from operations and financial condition. Credit losses have not been significant in the past.

 

2018 Methanex Corporation Annual Report      31



Operational Risks

Production Risks

Most of our earnings are derived from the sale of methanol produced at our plants. Our business is subject to the risks of operating methanol production facilities, such as equipment breakdowns, interruptions in the supply of natural gas and other feedstocks, power failures, longer-than-anticipated planned maintenance activities, loss of port facilities, natural disasters or any other event, including unanticipated events beyond our control, that could result in a prolonged shutdown of any of our plants or impede our ability to deliver methanol to customers. A prolonged plant shutdown at any of our major facilities could have an adverse effect on our results of operations and financial condition.

Joint Arrangement Risk

Certain Methanex assets are jointly held and are governed by partnership and shareholder agreements. As a result, certain decisions regarding these assets require a simple majority, while others require 100 percent approval of the owners. In addition, certain of these assets (ocean going vessels) are operated by unrelated third party entities. The operating results of these assets is to some extent dependent on the effectiveness of the business relationship and decision making among Methanex and the other joint owner(s) and the expertise and ability of these third party operators to successfully operate and maintain the assets. While Methanex believes that there are prudent governance and contractual rights in place, there can be no assurance that Methanex will not encounter disputes with partners. Such events could impact operations or cash flows of these assets which, in turn, could have an adverse effect on our results of operations and financial condition.

Purchased Product Price Risk

In addition to the sale of methanol produced at our plants, we also purchase methanol produced by others on the spot market and through purchase contracts to meet our customer commitments and support our marketing efforts. We have adopted the first-in, first-out method of accounting for inventories and it generally takes between 30 and 60 days to sell the methanol we purchase. Consequently, we have the risk of holding losses on the resale of this product to the extent that methanol prices decrease from the date of purchase to the date of sale. Holding losses, if any, on the resale of purchased methanol could have an adverse effect on our results of operations and financial condition.

Distribution Risks

Excess capacity within our fleet of ocean vessels resulting from a prolonged plant shutdown or other event could have an adverse effect on our results of operations and financial condition as our vessel fleet is subject to fixed time charter costs. In the event we have excess shipping capacity, we may be able to mitigate some of the excess costs by entering into sub-charters or third-party backhaul arrangements, although the success of this mitigation is dependent on conditions within the broader global shipping industry. If we suffer any disruptions in our distribution system and are unable to mitigate these costs, this could have an adverse effect on our results from operations and financial condition.

Insurance Risks

Although we maintain operational and construction insurance, including business interruption insurance, we cannot provide assurance that we will not incur losses beyond the limits of, or outside the coverage of, such insurance or that insurers will be financially capable of honouring future claims. From time to time, various types of insurance for companies in the chemical and petrochemical industries have not been available on commercially acceptable terms or, in some cases, have been unavailable. We cannot provide assurance that in the future we will be able to maintain existing coverage or that premiums will not increase substantially.

New Capital Projects

As part of our strategy to strengthen our position as the global leader in the production and marketing of methanol, we intend to continue pursuing new opportunities to enhance our strategic position in the methanol industry. Our ability to successfully identify, develop and complete new capital projects is subject to a number of risks, including finding and selecting favourable locations for new facilities where sufficient natural gas and other feedstock is available with acceptable commercial terms, obtaining project or

 

32      2018 Methanex Corporation Annual Report



other financing on satisfactory terms, constructing and completing the projects within the contemplated budgets and schedules and other risks commonly associated with the design, construction and start-up of large complex industrial projects. We cannot provide assurance that we will be able to identify or develop new methanol projects.

Climate Change

Climate change poses a number of potential risks and impacts to Methanex which remain uncertain today, however these potential risks and impacts may increase over time. The prospective impact of climate change may have an adverse impact on our operations, our suppliers or customers and thus impact Methanex. The impacts of climate change may include water shortages, changing sea levels, changing storm patterns and intensities, and changing temperature levels, and the impact of these changes could be severe. We cannot predict the prospective impact of climate change on our operations, suppliers or customers, which could have an adverse impact on our results of operations and financial condition.

Environmental Regulation

The countries in which we operate and international and jurisdictional waters in which our vessels operate have laws, regulations, treaties and conventions in force to which we are subject, governing the environment and the management of natural resources as well as the handling, storage, transportation and disposal of hazardous or waste materials. We are also subject to laws and regulations governing emissions and the import, export, use, discharge, storage, disposal and transportation of toxic substances. The products we use and produce are subject to regulation under various health, safety and environmental laws. Non-compliance with these laws and regulations may give rise to compliance orders, fines, injunctions, civil liability and criminal sanctions.

Laws and regulations with respect to climate change and protecting the environment have become more stringent in recent years and may, in certain circumstances, impose absolute liability rendering a person liable for environmental damage without regard to negligence or fault on the part of such person. Such laws and regulations may also expose us to liability for the conduct of, or conditions caused by others or for our own acts even if we complied with applicable laws at the time such acts were performed. To date, environmental laws and regulations have not had a significant adverse effect on our capital expenditures, earnings or competitive position. However, operating petrochemical manufacturing plants and distributing methanol exposes us to risks in connection with compliance with such laws and we cannot provide assurance that we will not incur significant costs or liabilities in the future.

Management of Emissions

Carbon dioxide (“CO 2 ”) is a by-product of the methanol production process. The amount of CO 2 generated by the methanol production process depends on the production technology, plant age, feedstock and any export of the by-product hydrogen. CO 2 emissions are also generated from our marine operations when fuel is consumed during the global transport of methanol. We monitor and manage our CO 2 emissions intensity, defined as the quantity of CO 2 released per unit of production or transported tonne, relating to both methanol production and marine operations. Our CO 2 emissions intensity has decreased over time due to newer technology and higher efficiency at our plants and in our vessel fleet. Plant efficiency, and thus CO 2 emissions, is highly dependent on the design of the methanol plant, and accordingly the CO 2 emission figure may vary from year to year depending on the mix of production assets and vessels in operation.

Under the United Nations Framework Convention on Climate Change through the Kyoto Protocol and more recently the Paris Agreement (in effect from 2020), many of the countries we operate in have agreed to put forth efforts to reduce GHG emissions.

We are currently subject to GHG regulations in New Zealand, Canada and Chile, but our production in the United States, Trinidad and Egypt are not subject to such regulations.

In New Zealand, an Emissions Trading Scheme (“ETS”) imposes a carbon price on producers of fossil fuels, including natural gas, which is passed on to Methanex, increasing the cost of gas that Methanex purchases in New Zealand. However, as a trade-exposed company, Methanex is entitled to a free allocation of emissions units to partially offset those increased costs.

In 2018, the New Zealand government initiated a series of policy reviews that could impact the price of carbon in New Zealand and began consultations on proposed changes to the ETS that could impact our entitlements to free allocations. The changes that have been announced to date do not have a material impact on our New Zealand business. We cannot provide assurance that unanticipated changes to the ETS will not have a material impact on our business beyond 2019.

 

2018 Methanex Corporation Annual Report      33



Our Medicine Hat facility is in the Canadian province of Alberta, which implemented a new GHG reduction regulation in 2018. The Carbon Competitiveness Incentive Regulation (“CCIR”) establishes a benchmark emission intensity for GHG emissions from methanol production. To address the concerns of industries determined to be energy intensive and trade exposed, this benchmark provides an 80% free emission allocation based on three baseline years of data from our Medicine Hat facility. The new regulation also gives a full 1:1 credit for the injection of CO 2 into our methanol production process. The recognition of CO 2 injection under the new regulations results in a compliance obligation that is less than the obligation under former regulations in previous years. Compliance costs may further decrease in 2020 when the CCIR is fully implemented. We manage the cost of compliance through the selective purchase of off-set credits. Nevertheless, we cannot provide assurance that GHG legislation changes will not have a material impact on our business beyond 2019.

Chile has imposed a carbon tax of $5/tonne since 2017 on certain CO 2 emissions. However, the cost could increase if the scope of the legislation changes.

Although we have formal and proactive compliance management systems in place, we cannot provide assurance over ongoing compliance with existing legislation or that future laws and regulations to which we are subject governing the environment and the management of natural resources as well as the handling, storage, transportation and disposal of hazardous or waste materials will not have an adverse effect on our results of operations and financial condition.

Reputational Risk

Damage to our reputation could result from the actual or perceived occurrence of any number of events, and could include any negative publicity (for example, with respect to our handling of environmental, health or safety matters), whether true or not. Although we believe that we conduct our operations in a prudent manner and that we take care in protecting our reputation, we do not ultimately have direct control over how we are perceived by others. Reputation loss may result in decreased investor confidence, an impediment to our overall ability to advance our projects or increased challenges in maintaining our social license to operate, which could have an adverse impact on our results of operations and financial condition.

Cyber Security

Our business processes rely on Information Technology (“IT”) systems that are interconnected with external networks, which increases the threat of cyber attack and the importance of cyber security. In particular, if a cyber attack was targeted at our production facilities or our ability to transport methanol, the result could harm our plants, people and our ability to meet customer commitments for a period of time. In addition, targeted attacks on our systems (or third parties that we rely on), failure of a key IT system or a breach in security measures designed to protect our IT systems could have an adverse impact on our results of operations, financial condition and reputation. We have previously been the subject of cyber attacks on our internal systems, but these incidents have not had a significant negative impact on our results of operations.

We have a comprehensive program to protect our assets, detect an intrusion and respond in the event of a cyber security incident. As the cyber threat landscape continues to evolve, we implement continuous mitigation efforts, including: cyber education for our staff, risk prioritized controls to protect against known and emerging threats; tools to provide automated monitoring and alerting; and backup and recovery systems to restore systems and return to normal operations. We may be required to commit additional resources to continue to modify or enhance our protective measures or to investigate and remediate any vulnerabilities to cyber attacks.

Methanex collects, uses and stores sensitive data in the normal course of business, including intellectual property, proprietary business information and personal information of Methanex’s employees and third parties. Despite our security measures in place, our IT systems may be vulnerable to cyber attacks or breaches. Any such breach could compromise information used or stored on our IT systems and/or networks and, as a result, the information could be accessed, publicly disclosed, lost or stolen. Any such access, disclosure or other loss of information could result in legal claims or proceedings, liability under laws that protect the privacy of personal information, regulatory penalties or other negative consequences, including disruption to our operations and damage to Methanex’s reputation, which could have an adverse impact on our results of operations and financial condition.

 

34      2018 Methanex Corporation Annual Report



Litigation Risk and Legal Proceedings

The Company is subject, from time to time, to litigation and may be involved in disputes with other parties in the future, which may result in litigation and claims under such litigation may be material. Various types of claims may be raised in these proceedings, including, but not limited to breach of contract, product liability, tax, employment matters and in relation to an attack, breach or unauthorized access to Methanex’s information technology and infrastructure, environmental damage, climate change and the impact thereof, antitrust, bribery, and other forms of corruption. The Company cannot predict the outcome of any litigation. Defense and settlement costs may be substantial, even with respect to claims that have no merit. If the Company cannot resolve these disputes favourably, its business, financial condition, results of operations and future prospects may be materially adversely affected.

Trinidad

The Board of Inland Revenue of Trinidad and Tobago has audited and issued assessments against our 63.1% owned joint venture, Atlas, in respect of the 2005 to 2012 financial years. All subsequent tax years remain open to assessment. The assessments relate to the pricing arrangements of certain long-term fixed-price sales contracts with affiliates that commenced in 2005 and continue through 2019. The long-term fixed-price sales contracts with affiliates were established as part of the formation of Atlas and management believes were reflective of market considerations at that time. Atlas had partial relief from corporation income tax until late July 2014.

During the periods under assessment and continuing through 2014, approximately 50% of Atlas produced methanol was sold under these fixed-price contracts. From late 2014 through 2019 fixed-prices sales represent approximately 10% of Atlas produced methanol.

Management believes it is impractical to disclose a reasonable estimate of the potential contingent liability due to the wide range of assumptions and interpretations implicit in the assessments.

The Company has lodged objections to the assessments. Although there can be no assurance that these tax assessments will not have a material adverse impact, based on the merits of the cases and advice from legal counsel, we believe our position should be sustained, that Atlas has filed its tax returns and paid applicable taxes in compliance with Trinidadian tax law, and as such has not accrued for any amounts relating to these assessments. Contingencies inherently involve the exercise of significant judgment, and as such the outcomes of these assessments and the financial impact to the Company could be material.

We anticipate the resolution of this matter in the court system to be lengthy and, at this time, cannot predict a date as to when we expect this matter to be resolved.

CRITICAL ACCOUNTING ESTIMATES

We believe the following selected accounting policies and issues are critical to understanding the estimates, assumptions and uncertainties that affect the amounts reported and disclosed in our consolidated financial statements and related notes. Certain of our accounting policies, including depreciation and amortization, recoverability of asset carrying values and income taxes require us to make assumptions about the price and availability of natural gas feedstock. See additional discussion of the risk factors and risk management by region in the Security of Natural Gas Supply and Price section on page 27. See note 2 to our 2018 consolidated financial statements for our significant accounting policies.

Property, Plant and Equipment

Our business is capital intensive and has required, and will continue to require, significant investments in property, plant and equipment. As at December 31, 2018, the net book value of our property, plant and equipment was $3.0 billion.

Capitalization

Property, plant and equipment are initially recorded at cost. The cost of purchased equipment includes expenditures that are directly attributable to the purchase price, delivery and installation. The cost of self-constructed assets includes the cost of materials and direct labour, any other costs directly attributable to bringing the assets to the location and condition for their intended use, the costs of dismantling and removing the items and restoring the site on which they are located and borrowing costs on self-constructed assets that meet certain criteria. Routine repairs and maintenance costs are expensed as incurred.

 

2018 Methanex Corporation Annual Report      35



As at December 31, 2018, we had accrued $28 million for site restoration costs relating to the decommissioning and reclamation of our methanol production sites. Inherent uncertainties exist in this estimate because the restoration activities will take place in the future and there may be changes in governmental and environmental regulations and changes in removal technology and costs. It is difficult to estimate the future costs of these activities as our estimate of fair value is based on current regulations and technology. Because of uncertainties related to estimating the cost and timing of future site restoration activities, future costs could differ materially from the amounts estimated.

Depreciation and Amortization

Depreciation and amortization is generally provided on a straight-line basis at rates calculated to amortize the cost of property, plant and equipment from the commencement of commercial operations over their estimated useful lives to estimated residual value.

The estimated useful lives of the Company’s buildings, plant installations and machinery at installation, excluding costs related to turnarounds, initially range from 10 to 25 years depending on the specific asset component and the production facility to which it is related. The Company determines the estimated useful lives of individual asset components based on the shorter of its physical life or economic life. The physical life of these assets is generally longer than the economic life. The economic life is primarily determined by the nature of the natural gas feedstock available to our various production facilities. The estimated useful life of production facilities may be adjusted from time-to-time based on turnarounds, plant refurbishments and gas availability. Factors that influence the nature of natural gas feedstock availability include the terms of individual natural gas supply contracts, access to natural gas supply through open markets, regional factors influencing the exploration and development of natural gas and the expected price of securing natural gas supply. We review the factors related to each production facility on an annual basis to determine if changes are required to the estimated useful lives.

Recoverability of Asset Carrying Values

Long-lived assets are tested for recoverability whenever events or changes in circumstances, either internal or external, indicate that the carrying amount may not be recoverable (“triggering events”). Examples of such triggering events related to our long-lived assets include, but are not restricted to: a significant adverse change in the extent or manner in which the asset is being used or in its physical condition; a change in management’s intention or strategy for the asset, which includes a plan to dispose of or idle the asset; a significant adverse change in our long-term methanol price assumption or in the price or availability of natural gas feedstock required to manufacture methanol; a significant adverse change in legal factors or in the business climate that could affect the asset’s value, including an adverse action or assessment by a foreign government that impacts the use of the asset; or a current-period operating or cash flow loss combined with a history of operating or cash flow losses, or a projection or forecast that demonstrates continuing losses associated with the asset’s use.

When a triggering event is identified, recoverability of long-lived assets is measured by comparing the carrying value of an asset or cash-generating unit to the estimated recoverable amount, which is the higher of its estimated fair value less costs to sell or its value in use. Value in use is determined by measuring the pre-tax cash flows expected to be generated from the cash-generating unit over its estimated useful life discounted by a pre-tax discount rate. An impairment writedown is recorded if the carrying value exceeds the estimated recoverable amount. An impairment writedown recognized in prior periods for an asset or cash-generating unit is reversed if there has been a subsequent recovery in the value of the asset or cash-generating unit due to changes in events and circumstances. For the purposes of recognition and measurement of an impairment writedown or reversal, we group our long-lived assets with other assets and liabilities to form a “cash-generating unit” at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. To the extent that our methanol facilities in a particular location are interdependent as a result of common infrastructure and/or feedstock from shared sources that can be shared within a facility location, we group our assets based on site locations for the purpose of determining impairment.

There are two key variables that impact our estimate of future cash flows from producing assets: (1) the methanol price and (2) the price and availability of natural gas feedstock. Short-term methanol price estimates are based on current supply and demand fundamentals and current methanol prices. Long-term methanol price estimates are based on our view of long-term supply and demand, and consideration is given to many factors, including, but not limited to, estimates of global industrial production rates, energy prices, changes in general economic conditions, the ability for the industry to add further global methanol production

 

36      2018 Methanex Corporation Annual Report



capacity and earn an appropriate return on capital, industry operating rates and the global industry cost structure. Our estimate of the price and availability of natural gas takes into consideration the current contracted terms, as well as factors that we believe are relevant to supply under these contracts and supplemental natural gas sources. Other assumptions included in our estimate of future cash flows include the estimated cost incurred to maintain the facilities, estimates of transportation costs and other variable costs incurred in producing methanol in each period. Changes in these assumptions will impact our estimates of future cash flows and could impact our estimates of the useful lives of property, plant and equipment. Consequently, it is possible that our future operating results could be adversely affected by further asset impairment charges or by changes in depreciation and amortization rates related to property, plant and equipment. In relation to previous impairment charges, we do not believe that there are significant changes in events or circumstances that would support their reversal.

Income Taxes

We calculate current and deferred tax provisions for each of the jurisdictions in which we operate. Actual amounts of income tax expense are not final until tax returns are filed and accepted by the relevant tax authorities. This occurs subsequent to the issuance of the financial statements and the final determination of actual amounts may not be completed for a number of years. Transactions may be challenged by tax authorities and the Company’s operations may be assessed in subsequent periods, which could result in significant additional taxes, penalties and interest.

Deferred income tax assets and liabilities are determined using enacted or substantially enacted tax rates for the effects of net operating losses and temporary differences between the book and tax bases of assets and liabilities. We recognize deferred tax assets to the extent it is probable that taxable profit will be available against which the asset can be utilized. In making this determination, certain judgments are made relating to the level of expected future taxable income and to available tax-planning strategies and their impact on the use of existing loss carryforwards and other income tax deductions. Judgment is required in the application of income tax legislation. We are subject to assessments by various taxation authorities who may interpret tax legislation differently. These differences may affect the final amount or timing of the payment of taxes. We also consider historical profitability and volatility to assess whether we believe it is probable that the existing loss carryforwards and other income tax deductions will be used to offset future taxable income otherwise calculated. Management routinely reviews these judgments. As at December 31, 2018, we had recognized deferred tax assets of $60 million relating to non-capital loss carryforwards and $354 million of unrecognized deductible temporary differences all in the United States. If judgments or estimates in the determination of our current and deferred tax provision prove to be inaccurate, or if certain tax rates or laws change, or new interpretations or guidance emerge on the application of tax legislation, our results from operations and financial position could be materially impacted.

Financial Instruments Measured at Fair Value

The Company uses derivatives as part of its risk management program to mitigate variability associated with changing market values. Changes in fair value of derivative financial instruments are recorded in earnings unless the instruments are designated as cash flow hedges, in which case the changes in fair value are recorded in other comprehensive income and are reclassified to profit or loss when the underlying hedged transaction is recognized in earnings. The Company designates as cash flow hedges certain derivative financial instruments to hedge its risk exposure to fluctuations in natural gas prices and to hedge its risk exposure to fluctuations on certain foreign currency denominated transactions. Assessment of contracts as derivative instruments, applicability of the own use exemption, the valuation of financial instruments and derivatives and hedge effectiveness assessments require a high degree of judgment and are considered critical accounting estimates due to the complex nature of these products and the potential impact on our financial statements.

ANTICIPATED CHANGES TO INTERNATIONAL FINANCIAL REPORTING STANDARDS

In 2016, the IASB issued IFRS 16, Leases (“IFRS 16” or “the standard”), which eliminates the current operating/finance lease dual accounting model for lessees and replaces it with a single, on-balance sheet accounting model, similar to the current finance lease accounting. The standard replaces IAS 17, Leases (“IAS 17”) and related interpretations and is effective for annual periods beginning on or after January 1, 2019.

IFRS 16 may be applied using a retrospective or modified retrospective approach on transition. The Company plans to transition to IFRS 16 in accordance with the modified retrospective approach and as such will not be required to restate comparative periods.

 

2018 Methanex Corporation Annual Report      37



Upon adoption, the incremental lease liability for leases currently classified as operating under IAS 17 will be measured at the present value of lease payments remaining in the lease term discounted using the Company’s incremental borrowing rates on the date of transition. The lease asset will be measured as if IFRS 16 was always in effect, resulting in an adjustment to retained earnings on transition.

The Company will use the following practical expedients permitted by the standard:

 

   

the use of hindsight in determining the lease term where the contract contains options to extend or terminate the lease; and

 

   

the accounting of lease payments as expenses for which the underlying asset is of low dollar value.

The Company completed its transition project and quantified the impact of the new standard under the modified retrospective approach. The recognition of all leases on balance sheet will increase non-current assets by approximately $410 million and total liabilities by approximately $450 million, with the difference of $40 million recorded in retained earnings. The increase primarily relates to ocean vessels, terminal facilities and other right of use assets currently accounted for as operating leases and disclosed in the commitments and contingencies note of the Company’s consolidated annual financial statements.

In addition, the nature and timing of certain expenses related to leases previously classified as operating and presented in cost of sales and operating expenses will now change and be presented in depreciation and amortization and finance costs. As a result, depreciation and amortization and finance costs will increase and cost of sales and operating expenses will decrease. Overall the adoption of IFRS 16 is not expected to materially impact net income.

The Company does not expect that any other new or amended standards or interpretations that are effective as of January  1, 2019 will have a significant impact on the Company’s results of operations or financial position.

SUPPLEMENTAL NON-GAAP MEASURES

In addition to providing measures prepared in accordance with IFRS, we present certain supplemental measures that are not defined terms under IFRS (non-GAAP measures). These are Adjusted EBITDA, Adjusted net income, Adjusted net income per common share, Adjusted revenue, cash flow from operating activities before changes in non-cash working capital, and Operating income. These measures do not have any standardized meaning prescribed by IFRS and therefore are unlikely to be comparable to similar measures presented by other companies. We believe these measures are useful in assessing the operating performance and liquidity of the Company’s ongoing business. We also believe Adjusted EBITDA is frequently used by securities analysts and investors when comparing our results with those of other companies.

These measures should be considered in addition to, and not as a substitute for, net income, cash flows and other measures of financial performance and liquidity reported in accordance with IFRS.

Adjusted EBITDA (attributable to Methanex shareholders)

Adjusted EBITDA differs from the most comparable GAAP measure, net income attributable to Methanex shareholders, because it excludes finance costs, finance income and other expenses, income tax expense, depreciation and amortization, mark-to-market impact of share-based compensation and the Argentina gas settlement. Adjusted EBITDA includes an amount representing our 63.1% share of the Atlas facility and excludes the non-controlling shareholders’ interests in entities which we control but do not fully own.

Adjusted EBITDA and Adjusted net income exclude the mark-to-market impact of share-based compensation related to the impact of changes in our share price on SARs, TSARs, deferred share units, restricted share units and performance share units. The mark-to-market impact related to share-based compensation that is excluded from Adjusted EBITDA and Adjusted net income is calculated as the difference between the grant-date value and the fair value recorded at each period-end. As share-based awards will be settled in future periods, the ultimate value of the units is unknown at the date of grant and therefore the grant-date value recognized in Adjusted EBITDA and Adjusted net income may differ from the total settlement cost.

 

38      2018 Methanex Corporation Annual Report



The following table shows a reconciliation from net income attributable to Methanex shareholders to Adjusted EBITDA:

 

($ Millions)    2018      2017  

Net income attributable to Methanex shareholders

   $ 569      $ 316  

U.S. tax reform charge

            37  

Mark-to-market impact of share-based compensation

     (17      68  

Depreciation and amortization

     245        232  

Finance costs

     94        95  

Finance income and other expenses

     (4      (13

Income tax expense

     153        59  

Earnings of associate adjustment 1

     69        72  

Non-controlling interests adjustment 1

     (38      (28

Adjusted EBITDA (attributable to Methanex shareholders)

   $       1,071      $       838  

 

1  

These adjustments represent finance costs, finance income and other expenses, income tax expense, and depreciation and amortization associated with our 63.1% interest in the Atlas methanol facility and the non-controlling interests.

Adjusted Net Income and Adjusted Net Income per Common Share

Adjusted net income and Adjusted net income per common share are non-GAAP measures because they exclude the mark-to-market impact of share-based compensation and the impact of certain items associated with specific identified events, including the U.S. tax reform charge and the Argentina gas settlement. The following table shows a reconciliation from net income attributable to Methanex shareholders to Adjusted net income and the calculation of Adjusted diluted net income per common share:

 

($ Millions, except number of shares and per share amounts)    2018      2017  

Net income attributable to Methanex shareholders

   $ 569      $ 316  

U.S. tax reform charge

            37  

Mark-to-market impact of share-based compensation, net of tax

     (13      56  

Adjusted net income

   $ 556      $ 409  

Diluted weighted average shares outstanding (millions)

     81        87  

Adjusted net income per common share

   $       6.86      $       4.71  

Adjusted Revenue (attributable to Methanex shareholders)

Adjusted revenue differs from the most comparable GAAP measure, revenue, because it excludes the non-controlling interests’ share of revenue, but includes an amount representing our 63.1% share of Atlas revenue and revenue on volume marketed on a commission basis related to 36.9% of the Atlas methanol facility and 50% of the Egypt methanol facility that we do not own. A reconciliation from revenue to Adjusted revenue is as follows:

 

($ Millions)    2018      2017  

Revenue

   $ 3,932      $ 3,061  

Methanex share of Atlas revenue 1

     355        347  

Non-controlling interests’ share of revenue 1

     (250      (175

Other adjustments

     (4      (6

Adjusted revenue (attributable to Methanex shareholders)

   $       4,033      $       3,227  

 

1  

Excludes intercompany transactions with the Company.

Operating Income and Cash Flows from Operating Activities before Changes in Non-Cash Working Capital

Operating income and cash flows from operating activities before changes in non-cash working capital are reconciled to GAAP measures in our consolidated statements of income and consolidated statements of cash flows, respectively.

 

2018 Methanex Corporation Annual Report      39



QUARTERLY FINANCIAL DATA (UNAUDITED)

 

     Three months ended  
($ Millions, except per share amounts)    Dec 31      Sep 30      Jun 30      Mar 31  

2018

           

Revenue

   $       977      $       1,044      $       950      $       962  

Adjusted EBITDA

     197        293        275        306  

Adjusted net income

     90        152        143        171  

Net income (attributable to Methanex shareholders)

     161        128        111        169  

Adjusted net income per common share

     1.15        1.92        1.75        2.03  

Basic net income per common share

     2.07        1.62        1.36        2.02  

Diluted net income per common share

     1.68        1.61        1.36        2.00  

2017

           

Revenue

   $ 861      $ 720      $ 669      $ 810  

Adjusted EBITDA

     254        143        174        267  

Adjusted net income

     143        52        74        140  

Net income (attributable to Methanex shareholders)

     68        32        84        132  

Adjusted net income per common share

     1.70        0.60        0.85        1.56  

Basic net income per common share

     0.81        0.38        0.96        1.47  

Diluted net income per common share

     0.81        0.38        0.89        1.46  

A discussion and analysis of our results for the fourth quarter of 2018 is set out in our fourth quarter of 2018 Management’s Discussion and Analysis filed with the Canadian Securities Administrators on SEDAR at www.sedar.com and the U.S. Securities and Exchange Commission on EDGAR at www.sec.gov and is incorporated herein by reference.

SELECTED ANNUAL INFORMATION

 

($ Millions, except per share amounts)    2018      2017      2016  

Revenue

   $       3,932      $       3,061      $       1,998  

Adjusted EBITDA

     1,071        838        287  

Adjusted net income (loss)

     556        409        (15

Net income (loss) (attributable to Methanex shareholders)

     569        316        (13

Adjusted net income (loss) per common share

     6.86        4.71        (0.17

Basic net income (loss) per common share

     7.07        3.64        (0.14

Diluted net income (loss) per common share

     6.92        3.64        (0.14

Cash dividends declared per common share

     1.320        1.175        1.100  

Total assets

     4,609        4,611        4,557  

Total long-term financial liabilities

     1,473        1,851        1,853  

 

40      2018 Methanex Corporation Annual Report



CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Disclosure controls and procedures are those controls and procedures that are designed to ensure that the information required to be disclosed in the filings under applicable securities regulations is recorded, processed, summarized and reported within the time periods specified. As of December 31, 2018, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective as of that date.

Management’s Annual Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

The design of any system of controls and procedures is based in part upon certain assumptions about the likelihood of future events. There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

Under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer, management conducted an evaluation of the effectiveness of our internal control over financial reporting, as of December 31, 2018, based on the framework set forth in Internal Control – Integrated Framework issued in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission. Based on its evaluation under this framework, management concluded that our internal control over financial reporting was effective as of that date.

KPMG LLP, an independent registered public accounting firm that audited and reported on our consolidated financial statements, has issued an attestation report on the effectiveness of our internal control over financial reporting as of December 31, 2018. The attestation report is included in our consolidated financial statements on page 46.

Changes in Internal Control over Financial Reporting

There have been no changes during the year ended December 31, 2018 to internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting.

 

2018 Methanex Corporation Annual Report      41



FORWARD-LOOKING STATEMENTS

This 2018 Management’s Discussion and Analysis (“MD&A”) contains forward-looking statements with respect to us and our industry. These statements relate to future events or our future performance. All statements other than statements of historical fact are forward-looking statements. Statements that include the words “believes,” “expects,” “may,” “will,” “should,” “potential,” “estimates,” “anticipates,” “aim”, “goal” or other comparable terminology and similar statements of a future or forward-looking nature identify forward-looking statements.

More particularly, and without limitation, any statements regarding the following are forward-looking statements:

 

  expected demand for methanol and its derivatives,

 

  expected new methanol supply or restart of idled capacity and timing for start-up of the same,

 

  expected shutdowns (either temporary or permanent) or restarts of existing methanol supply (including our own facilities), including, without limitation, the timing and length of planned maintenance outages,

 

  expected methanol and energy prices,

 

  expected levels of methanol purchases from traders or other third parties,

 

  expected levels, timing and availability of economically priced natural gas supply to each of our plants,

 

  capital committed by third parties towards future natural gas exploration and development in the vicinity of our plants,

 

  our expected capital expenditures,

 

  anticipated operating rates of our plants,

 

  expected operating costs, including natural gas feedstock costs and logistics costs,

 

  expected tax rates or resolutions to tax disputes,

 

  expected cash flows, earnings capability and share price,

 

  availability of committed credit facilities and other financing,

 

  our ability to meet covenants or obtain or continue to obtain waivers associated with our long-term debt obligations, including, without limitation, the Egypt limited recourse debt facilities that have conditions associated with the payment of cash or other distributions and the finalization of certain land title registrations and related mortgages which require actions by Egyptian governmental entities,

 

  expected impact on our results of operations in Egypt or our financial condition as a consequence of actions taken or inaction by Egyptian governmental entities,

 

  our shareholder distribution strategy and anticipated distributions to shareholders,

 

  commercial viability and timing of, or our ability to execute, future projects, plant restarts, capacity expansions, plant relocations or other business initiatives or opportunities,

 

  our financial strength and ability to meet future financial commitments,

 

  expected global or regional economic activity (including industrial production levels),

 

  expected outcomes of litigation or other disputes, claims and assessments, and

 

  expected actions of governments, governmental agencies, gas suppliers, courts, tribunals or other third parties.
 

 

We believe that we have a reasonable basis for making such forward-looking statements. The forward-looking statements in this document are based on our experience, our perception of trends, current conditions and expected future developments as well as other factors. Certain material factors or assumptions were applied in drawing the conclusions or making the forecasts or projections that are included in these forward-looking statements, including, without limitation, future expectations and assumptions concerning the following:

 

  the supply of, demand for and price of methanol, methanol derivatives, natural gas, coal, oil and oil derivatives,

 

  our ability to procure natural gas feedstock on commercially acceptable terms,

 

  operating rates of our facilities,
  receipt or issuance of third-party consents or approvals, including, without limitation, governmental registrations of land title and related mortgages in Egypt and governmental approvals related to rights to purchase natural gas,

 

  the establishment of new fuel standards,
 

 

42      2018 Methanex Corporation Annual Report



  operating costs, including natural gas feedstock and logistics costs, capital costs, tax rates, cash flows, foreign exchange rates and interest rates,

 

  the availability of committed credit facilities and other financing,

 

  global and regional economic activity (including industrial production levels),

 

  absence of a material negative impact from major natural disasters,
  absence of a material negative impact from changes in laws or regulations,

 

  absence of a material negative impact from political instability in the countries in which we operate, and

 

  enforcement of contractual arrangements and ability to perform contractual obligations by customers, natural gas and other suppliers and other third parties.
 

 

However, forward-looking statements, by their nature, involve risks and uncertainties that could cause actual results to differ materially from those contemplated by the forward-looking statements. The risks and uncertainties primarily include those attendant with producing and marketing methanol and successfully carrying out major capital expenditure projects in various jurisdictions, including, without limitation:

 

  conditions in the methanol and other industries including fluctuations in the supply, demand and price for methanol and its derivatives, including demand for methanol for energy uses,

 

  the price of natural gas, coal, oil and oil derivatives,

 

  our ability to obtain natural gas feedstock on commercially acceptable terms to underpin current operations and future production growth opportunities,

 

  the ability to carry out corporate initiatives and strategies,

 

  actions of competitors, suppliers and financial institutions,

 

  conditions within the natural gas delivery systems that may prevent delivery of our natural gas supply requirements,
  competing demand for natural gas, especially with respect to domestic needs for gas and electricity in Chile and Egypt,

 

  actions of governments and governmental authorities, including, without limitation, implementation of policies or other measures that could impact the supply of or demand for methanol or its derivatives,

 

  changes in laws or regulations,

 

  import or export restrictions, anti-dumping measures, increases in duties, taxes and government royalties and other actions by governments that may adversely affect our operations or existing contractual arrangements,

 

  worldwide economic conditions, and

 

  other risks described in this 2018 MD&A.
 

 

Having in mind these and other factors, investors and other readers are cautioned not to place undue reliance on forward-looking statements. They are not a substitute for the exercise of one’s own due diligence and judgment. The outcomes implied in forward-looking statements may not occur and we do not undertake to update forward-looking statements except as required by applicable securities laws.

 

2018 Methanex Corporation Annual Report      43

Exhibit 99.3

 


Responsibility for Financial Reporting

The consolidated financial statements and all financial information contained in the annual report are the responsibility of management.

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards and, where appropriate, have incorporated estimates based on the best judgment of management.

Management is responsible for establishing and maintaining adequate internal control over financial reporting. Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the internal control framework set out in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2018.

The Board of Directors (“the Board”) is responsible for ensuring that management fulfills its responsibilities for financial reporting and internal control, and is responsible for reviewing and approving the consolidated financial statements. The Board carries out this responsibility principally through the Audit, Finance and Risk Committee (“the Committee”).

The Committee consists of four non-management directors, all of whom are independent as defined by the applicable rules in Canada and the United States. The Committee is appointed by the Board to assist the Board in fulfilling its oversight responsibility relating to: the integrity of the Company’s financial statements, news releases and securities filings; the financial reporting process; the systems of internal accounting and financial controls; the professional qualifications and independence of the external auditor; the performance of the external auditors; risk management processes; financing plans; pension plans; and the Company’s compliance with ethics policies and legal and regulatory requirements.

The Committee meets regularly with management and the Company’s auditors, KPMG LLP, Chartered Professional Accountants, to discuss internal controls and significant accounting and financial reporting issues. KPMG LLP has full and unrestricted access to the Committee. KPMG LLP audited the consolidated financial statements and the effectiveness of internal controls over financial reporting. Their opinions are included in the annual report.

 

LOGO

 

Benita Warmbold

Chair of the Audit,

Finance and Risk Committee

March 11, 2019

  

LOGO

 

John Floren

President and Chief Executive Officer

  

LOGO

 

Ian Cameron

Senior Vice President, Finance and Chief Financial Officer

 

44      2018 Methanex Corporation Annual Report



Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of Methanex Corporation:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated statements of financial position of Methanex Corporation (the Company) as of December 31, 2018 and 2017, the related consolidated statements of income, comprehensive income, changes in equity and cash flows for each of the years in the two-year period ended December 31, 2018, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2018, and 2017, and its financial performance and its cash flows for each of the years in the two-year period ended December 31, 2018, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2018, based on the criteria established in Internal Control  – Integrated Framework (2013)  issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated March 11, 2019, expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Change in Accounting Principle

As discussed in note 2 to the consolidated financial statements, the Company has changed its accounting policies for revenue as of January 1, 2018 due to the adoption of IFRS 15 – Revenue from Contracts with Customers.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

 

LOGO

Chartered Professional Accountants

We have served as the Company’s auditor since 1992.

Vancouver, Canada

March 11, 2019

 

2018 Methanex Corporation Annual Report      45



Report of Independent Registered Public Accounting Firm

The Shareholders and Board of Directors of Methanex Corporation:

Opinion on Internal Control Over Financial Reporting

We have audited Methanex Corporation’s (the Company) internal control over financial reporting as of December 31, 2018, based on the criteria established in Internal Control – Integrated Framework (2013)  issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control – Integrated Framework (2013)  issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statements of financial position of the Company as of December 31, 2018 and 2017, the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for each of the years in the two-year period ended December 31, 2018 and the related notes (collectively, the consolidated financial statements), and our report dated March 11, 2019 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying “Management’s Annual Report on Internal Control Over Financial Reporting”. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

 

46      2018 Methanex Corporation Annual Report



Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

 

LOGO

Chartered Professional Accountants

Vancouver, Canada

March 11, 2019

 

2018 Methanex Corporation Annual Report      47



Consolidated Statements of Financial Position

(thousands of U.S. dollars, except number of common shares)

 

As at   

Dec 31

2018

    

Dec 31

2017

 

ASSETS

     

Current assets:

     

Cash and cash equivalents

   $         256,077      $         375,479  

Trade and other receivables (note 3)

     514,568        536,636  

Inventories (note 4)

     387,959        304,464  

Prepaid expenses

     32,541        26,548  

Other assets (note 7)

     60,931         
     1,252,076        1,243,127  

Non-current assets:

     

Property, plant and equipment (note 5)

     3,025,095        2,998,326  

Investment in associate (note 6)

     197,821        188,922  

Deferred income tax assets (note 15)

     59,532        102,341  

Other assets (note 7)

     74,475        78,026  
       3,356,923        3,367,615  
     $ 4,608,999      $ 4,610,742  

LIABILITIES AND EQUITY

     

Current liabilities:

     

Trade, other payables and accrued liabilities

   $ 617,414      $ 626,817  

Current maturities on long-term debt (note 8)

     383,793        55,905  

Current maturities on other long-term liabilities (note 9)

     46,146        65,226  
     1,047,353        747,948  

Non-current liabilities:

     

Long-term debt (note 8)

     1,074,493        1,446,366  

Other long-term liabilities (note 9)

     398,098        404,885  

Deferred income tax liabilities (note 15)

     281,214        266,432  
     1,753,805        2,117,683  

Equity:

     

Capital stock

     

25,000,000 authorized preferred shares without nominal or par value

     

Unlimited authorization of common shares without nominal or par value

     

Issued and outstanding common shares at December 31, 2018 were 77,263,273 (2017 – 83,770,254)

     446,544        480,331  

Contributed surplus

     1,597        2,124  

Retained earnings

     1,145,476        1,088,150  

Accumulated other comprehensive loss

     (82,404      (69,841

Shareholders’ equity

     1,511,213        1,500,764  

Non-controlling interests

     296,628        244,347  

Total equity

     1,807,841        1,745,111  
     $ 4,608,999      $ 4,610,742  

Commitments and contingencies (notes 6 and 21)

See accompanying notes to consolidated financial statements.

Approved by the Board:

 

LOGO    LOGO

 

Benita Warmbold (Director)

  

 

John Floren (Director)

 

48      2018 Methanex Corporation Annual Report



Consolidated Statements of Income

(thousands of U.S. dollars, except number of common shares and per share amounts)

 

For the years ended December 31    2018      2017  

Revenue

   $ 3,931,847      $ 3,060,642  

Cost of sales and operating expenses (note 10)

     (2,856,920      (2,351,949

Depreciation and amortization (note 10)

     (245,303      (232,225

Operating income

     829,624        476,468  

Earnings of associate (note 6)

     72,001        75,995  

Finance costs (note 11)

     (94,416      (94,955

Finance income and other expenses

     4,266        13,377  

Income before income taxes

     811,475        470,885  

Income tax expense (note 15):

     

Current

     (91,027      (85,504

Deferred

     (62,464      (10,284
       (153,491      (95,788

Net income

   $ 657,984      $ 375,097  

Attributable to:

     

Methanex Corporation shareholders

   $ 568,982      $ 316,135  

Non-controlling interests (note 23)

     89,002        58,962  
     $ 657,984      $ 375,097  

Income per common share for the period attributable to Methanex Corporation shareholders:

     

Basic net income per common share (note 12)

   $ 7.07      $ 3.64  

Diluted net income per common share (note 12)

   $ 6.92      $ 3.64  

Weighted average number of common shares outstanding

     80,494,302        86,768,589  

Diluted weighted average number of common shares outstanding

             80,889,525                86,824,948  

See accompanying notes to consolidated financial statements.

 

2018 Methanex Corporation Annual Report      49



Consolidated Statements of Comprehensive Income

(thousands of U.S. dollars)

 

For the years ended December 31    2018      2017  

Net income

   $ 657,984      $ 375,097  

Other comprehensive income:

     

Items that may be reclassified to income:

     

Change in fair value of cash flow hedges (note 18)

     362        (74,790

Forward elements excluded from hedging relationship (note 18)

     (14,874              45,416  

Items that will not be reclassified to income:

     

Actuarial gains (losses) on defined benefit pension plans (note 20(a))

     (1,483      564  

Taxes on above items

     3,980        674  
       (12,015      (28,136

Comprehensive income

   $ 645,969      $ 346,961  

Attributable to:

     

Methanex Corporation shareholders

   $ 556,967      $ 287,999  

Non-controlling interests (note 23)

     89,002        58,962  
     $         645,969      $ 346,961  

See accompanying notes to consolidated financial statements.

 

50      2018 Methanex Corporation Annual Report



Consolidated Statements of Changes in Equity

(thousands of U.S. dollars, except number of common shares)

 

     Number of
common
shares
           Capital
stock
    Contributed
surplus
    Retained
earnings
    Accumulated
other
comprehensive
loss
           Shareholders’
equity
    Non-controlling
interests
           Total equity  

Balance, December 31, 2016

    89,824,338         $     511,465     $         2,568     $     1,124,104       $    (41,302       $     1,596,835     $     208,515         $     1,805,350  

Net income

                          316,135                 316,135       58,962           375,097  

Other comprehensive income (loss)

                          403       (28,539         (28,136               (28,136

Compensation expense recorded for stock options

                    488                       488                 488  

Issue of shares on exercise of stock options

    98,274           3,059                             3,059                 3,059  

Reclassification of grant-date fair value on exercise of stock options

              932       (932                                      

Payment for shares repurchased

    (6,152,358         (35,125           (250,995               (286,120               (286,120

Dividend payments to Methanex Corporation shareholders ($1.175 per common share)

                          (101,497               (101,497               (101,497

Distributions made and accrued to non-controlling interests

                                                (31,300         (31,300

Equity contributions by non-controlling interests

                                                        8,170               8,170  

Balance, December 31, 2017

    83,770,254             $ 480,331     $ 2,124     $ 1,088,150     $ (69,841           $ 1,500,764     $ 244,347             $ 1,745,111  

Net income

                          568,982                 568,982       89,002           657,984  

Other comprehensive income (loss)

                          548       (12,563         (12,015               (12,015

Compensation expense recorded for stock options

                    362                       362                 362  

Issue of shares on exercise of stock options

    83,114           3,210                             3,210                 3,210  

Reclassification of grant-date fair value on exercise of stock options

              889       (889                                      

Payment for shares repurchased

    (6,590,095         (37,886           (406,528               (444,414               (444,414

Dividend payments to Methanex Corporation shareholders ($1.320 per common share)

                          (105,676               (105,676               (105,676

Distributions made and accrued to non-controlling interests

                                                        (36,721             (36,721

Balance, December 31, 2018

    77,263,273             $ 446,544     $ 1,597     $ 1,145,476     $ (82,404           $ 1,511,213     $ 296,628             $ 1,807,841  

See accompanying notes to consolidated financial statements.

 

2018 Methanex Corporation Annual Report      51



Consolidated Statements of Cash Flows

(thousands of U.S. dollars)

 

For the years ended December 31    2018      2017  

CASH FLOWS FROM / (USED IN) OPERATING ACTIVITIES

     

Net income

   $ 657,984      $ 375,097  

Deduct earnings of associate

     (72,001      (75,995

Dividends received from associate

     63,102        84,553  

Add (deduct) non-cash items:

     

Depreciation and amortization

     245,303        232,225  

Income tax expense

     153,491        95,788  

Share-based compensation expense

     (6,289      78,821  

Finance costs

     94,416        94,955  

Other

     3,681        4,034  

Income taxes paid

     (106,035      (35,890

Other cash payments, including share-based compensation

     (59,444      (24,000

Cash flows from operating activities before undernoted

     974,208        829,588  

Changes in non-cash working capital (note 16(a))

     5,998        (49,368
       980,206        780,220  

CASH FLOWS FROM / (USED IN) FINANCING ACTIVITIES

     

Payments for repurchase of shares

     (444,414      (286,120

Dividend payments to Methanex Corporation shareholders

     (105,676      (101,497

Interest paid

     (90,008      (86,041

Repayment of long-term debt and financing fees

     (213,622      (56,997

Finance leases

     (8,293      (6,880

Restricted cash for debt service accounts

     3,804        7,522  

Equity contributions by non-controlling interests

            8,170  

Cash distributions to non-controlling interests

     (104,258      (4,330

Proceeds on issue of shares on exercise of stock options

     3,210        3,059  

Proceeds from limited recourse debt

     166,000         
       (793,257      (523,114

CASH FLOWS FROM / (USED IN) INVESTING ACTIVITIES

     

Property, plant and equipment

     (244,476      (103,170

Restricted cash for vessels under construction

     (60,931       

Changes in non-cash working capital related to investing activities (note 16(a))

     (944      (2,347
       (306,351      (105,517

Increase (decrease) in cash and cash equivalents

     (119,402      151,589  

Cash and cash equivalents, beginning of year

     375,479        223,890  

Cash and cash equivalents, end of year

   $         256,077      $         375,479  

See accompanying notes to consolidated financial statements.

 

52      2018 Methanex Corporation Annual Report



Notes to Consolidated Financial Statements

(Tabular dollar amounts are shown in thousands of U.S. dollars, except where noted)

Year ended December 31, 2018

1. Nature of operations:

Methanex Corporation (“the Company”) is an incorporated entity with corporate offices in Vancouver, Canada. The Company’s operations consist of the production and sale of methanol, a commodity chemical. The Company is the world’s largest producer and supplier of methanol to the major international markets of Asia Pacific, North America, Europe and South America.

2. Significant accounting policies:

a) Statement of compliance:

These consolidated financial statements are prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”). These consolidated financial statements were approved and authorized for issue by the Board of Directors on March 11, 2019.

b) Basis of presentation and consolidation:

These consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries, less than wholly-owned entities for which it has a controlling interest and its equity-accounted joint venture. Wholly-owned subsidiaries are entities controlled by the Company. The Company controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. For less than wholly-owned entities for which the Company has a controlling interest, a non-controlling interest is included in the Company’s consolidated financial statements and represents the non-controlling shareholders’ interest in the net assets of the entity. All significant intercompany transactions and balances have been eliminated. Preparation of these consolidated financial statements requires estimates, judgments and assumptions that affect the amounts reported and disclosed in the financial statements and related notes. The areas of estimation and judgment that management considers most significant are property, plant and equipment (note 2(g)), financial instruments (note 2(o)), fair value measurements (note 2(p)) and income taxes (note 2(q)). Actual results could differ from those estimates.

c) Reporting currency and foreign currency translation:

Functional currency is the currency of the primary economic environment in which an entity operates. The majority of the Company’s business in all jurisdictions is transacted in United States dollars and, accordingly, these consolidated financial statements have been measured and expressed in that currency. The Company translates foreign currency denominated monetary items at the period-end exchange rates, foreign currency denominated non-monetary items at historic rates and revenues and expenditures at the exchange rates at the dates of the transactions. Foreign exchange gains and losses are included in earnings.

d) Cash and cash equivalents:

Cash and cash equivalents include securities with maturities of three months or less when purchased.

e) Receivables:

The Company provides credit to its customers in the normal course of business. The Company performs ongoing credit evaluations of its customers and maintains reserves for potential credit losses. The Company records an allowance for doubtful accounts or writes down the receivable to estimated net realizable value if not collectible in full. Credit losses have historically been within the range of management’s expectations.

f) Inventories:

Inventories are valued at the lower of cost and estimated net realizable value. Cost is determined on a first-in, first-out basis and includes direct purchase costs, cost of production, allocation of production overhead and depreciation based on normal operating capacity and transportation.

 

2018 Methanex Corporation Annual Report      53



g) Property, plant and equipment:

Initial recognition

Property, plant and equipment are initially recorded at cost. The cost of purchased equipment includes expenditures that are directly attributable to the purchase price, delivery and installation. The cost of self-constructed assets includes the cost of materials and direct labour, any other costs directly attributable to bringing the assets to the location and condition for their intended use, the costs of dismantling and removing the items and restoring the site on which they are located, and borrowing costs on self-constructed assets that meet certain criteria. Borrowing costs incurred during construction and commissioning are capitalized until the plant is operating in the manner intended by management.

Subsequent costs

Routine repairs and maintenance costs are expensed as incurred. At regular intervals, the Company conducts a planned shutdown and inspection (turnaround) at its plants to perform major maintenance and replacement of catalysts. Costs associated with these shutdowns are capitalized and amortized over the period until the next planned turnaround and the carrying amounts of replaced components are derecognized and included in earnings.

Depreciation

Depreciation and amortization is generally provided on a straight-line basis at rates calculated to amortize the cost of property, plant and equipment from the commencement of commercial operations over their estimated useful lives to estimated residual value.

The estimated useful lives of the Company’s buildings, plant installations and machinery at installation, excluding costs related to turnarounds, initially ranges from 10 to 25 years depending on the specific asset component and the production facility to which it is related. The Company determines the estimated useful lives of individual asset components based on the shorter of its physical life or economic life. The physical life of these assets is generally longer than the economic life. The economic life is primarily determined by the nature of the natural gas feedstock available to the various production facilities. The estimated useful life of production facilities may be adjusted from time-to-time based on turnarounds, plant refurbishments and gas availability. Factors that influence the nature of natural gas feedstock availability include the terms of individual natural gas supply contracts, access to natural gas supply through open markets, regional factors influencing the exploration and development of natural gas and the expected price of securing natural gas supply. The Company reviews the factors related to each production facility on an annual basis to determine if changes are required to the estimated useful lives.

Assets under finance lease are depreciated to their estimated residual value based on the shorter of their useful lives and the lease term.

Impairment

The Company reviews the carrying value of long-lived assets for impairment whenever events or changes in circumstances indicate an asset’s carrying value may not be recoverable. Examples of such events or changes in circumstances include, but are not restricted to: a significant adverse change in the extent or manner in which the asset is being used or in its physical condition; a significant change in the long-term methanol price or in the price or availability of natural gas feedstock required to manufacture methanol; a significant adverse change in legal factors or in the business climate that could affect the asset’s value, including an adverse action or assessment by a foreign government that impacts the use of the asset; or a current-period operating or cash flow loss combined with a history of operating or cash flow losses, or a projection or forecast that demonstrates continuing losses associated with the asset’s use.

Recoverability of long-lived assets is measured by comparing the carrying value of an asset or cash-generating unit to the estimated recoverable amount, which is the higher of its estimated fair value less cost to sell or its value in use. Value in use is determined by estimating the pre-tax cash flows expected to be generated from the asset or cash-generating unit over its estimated useful life discounted by a pre-tax discount rate. An impairment writedown is recorded for the difference that the carrying value exceeds the estimated recoverable amount. An impairment writedown recognized in prior periods for an asset or cash-generating unit is reversed if there has been a subsequent recovery in the value of the asset or cash-generating unit due to changes in events and circumstances. For purposes of recognition and measurement of an impairment writedown, the Company groups long-lived assets with other assets and liabilities to form a “cash-generating unit” at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. To the extent that methanol facilities in a particular location are interdependent as a result of common infrastructure and/or feedstock from sources that can be shared within a facility location, the Company groups assets based on site locations for the purpose of determining impairment.

 

54      2018 Methanex Corporation Annual Report



h) Other assets:

Intangible assets are capitalized to other assets and amortized to depreciation and amortization expense on an appropriate basis to charge the cost of the assets against earnings.

Financing fees related to undrawn credit facilities are capitalized to other assets and amortized to finance costs over the term of the credit facility.

i) Leases:

Leasing contracts are classified as either finance or operating leases based on the substance of the contractual arrangement at inception date. A lease is classified as a finance lease if it transfers substantially all of the risks and rewards of ownership of the leased asset. Where the contracts are classified as finance leases, upon initial recognition, the asset and liability are recorded at the lower of fair value and the present value of the minimum lease payments, net of executory costs. Finance lease payments are apportioned between interest expense and repayments of the liability. Where the contracts are classified as operating leases, they are not recognized in the Company’s consolidated statements of financial position and lease payments are charged to income as they are incurred on a straight line basis over the lease term.

j) Site restoration costs:

The Company recognizes a liability to dismantle and remove assets or to restore a site upon which the assets are located. The Company estimates the present value of the expenditures required to settle the liability by determining the current market cost required to settle the site restoration costs, adjusts for inflation through to the expected date of the expenditures and then discounts this amount back to the date when the obligation was originally incurred. As the liability is initially recorded on a discounted basis, it is increased each period until the estimated date of settlement. The resulting expense is referred to as accretion expense and is included in finance costs. The Company reviews asset retirement obligations and adjusts the liability and corresponding asset as necessary to reflect changes in the estimated future cash flows, timing, inflation and discount rates underlying the measurement of the obligation.

k) Employee future benefits:

The Company has non-contributory defined benefit pension plans covering certain employees and defined contribution pension plans. The Company does not provide any significant post-retirement benefits other than pension plan benefits. For defined benefit pension plans, the net of the present value of the defined benefit obligation and the fair value of plan assets is recorded to the consolidated statements of financial position. The determination of the defined benefit obligation and associated pension cost is based on certain actuarial assumptions including inflation rates, mortality, plan expenses, salary growth and discount rates. The present value of the net defined benefit obligation (asset) is determined by discounting the net estimated future cash flows using current market bond yields that have terms to maturity approximating the terms of the net obligation. Actuarial gains and losses arising from differences between these assumptions and actual results are recognized in other comprehensive income and recorded in retained earnings. The Company recognizes gains and losses on the settlement of a defined benefit plan in income when the settlement occurs. The cost for defined contribution benefit plans is recognized in net income as earned by the employees.

l) Share-based compensation:

The Company grants share-based awards as an element of compensation. Share-based awards granted by the Company can include stock options, tandem share appreciation rights, share appreciation rights, deferred share units, restricted share units or performance share units.

For stock options granted by the Company, the cost of the service received is measured based on an estimate of the fair value at the date of grant. The grant-date fair value is recognized as compensation expense over the vesting period with a corresponding increase in contributed surplus. On the exercise of stock options, consideration received, together with the compensation expense previously recorded to contributed surplus, is credited to share capital. The Company uses the Black-Scholes option pricing model to estimate the fair value of each stock option tranche at the date of grant.

Share appreciation rights (“SARs”) are units that grant the holder the right to receive a cash payment upon exercise for the difference between the market price of the Company’s common shares and the exercise price that is determined at the date of grant. Tandem share appreciation rights (“TSARs”) give the holder the choice between exercising a regular stock option or a SAR. For

 

2018 Methanex Corporation Annual Report      55



SARs and TSARs, the cost of the service received is initially measured based on an estimate of the fair value at the date of grant. The grant-date fair value is recognized as compensation expense over the vesting period with a corresponding increase in liabilities. For SARs and TSARs, the liability is re-measured at each reporting date based on an estimate of the fair value with changes in fair value recognized as compensation expense for the proportion of the service that has been rendered at that date. The Company uses the Black-Scholes option pricing model to estimate the fair value for SARs and TSARs.

Deferred, restricted and performance share units are grants of notional common shares that are redeemable for cash based on the market value of the Company’s common shares and are non-dilutive to shareholders. Performance share units have an additional feature where the ultimate number of units that vest will be determined by the Company’s total shareholder return in relation to a predetermined target over the period to vesting. The number of units that will ultimately vest will be in the range of 50% to 120% of the original grant for grants prior to 2015 and in the range of 25% to 150% for subsequent grants based on the weighted-average closing share price for the 90 calendar days on the NASDAQ Global Select Market immediately preceding the year end date that the performance share units vest. For deferred, restricted and performance share units, the cost of the service received as consideration is initially measured based on the market value of the Company’s common shares at the date of grant. The grant-date fair value is recognized as compensation expense over the vesting period with a corresponding increase in liabilities. Deferred, restricted and performance share units are re-measured at each reporting date based on the market value of the Company’s common shares with changes in fair value recognized as compensation expense for the proportion of the service that has been rendered at that date.

Additional information related to the stock option plan, TSARs, SARs and the deferred, restricted and performance share units is described in note 13.

m) Net income per common share:

The Company calculates basic net income per common share by dividing net income attributable to Methanex shareholders by the weighted average number of common shares outstanding and calculates diluted net income per common share under the treasury stock method. Under the treasury stock method, diluted net income per common share is calculated by considering the potential dilution that would occur if outstanding stock options and, under certain circumstances, TSARs were exercised or converted to common shares. Stock options and TSARs are considered dilutive when the average market price of the Company’s common shares during the period disclosed exceeds the exercise price of the stock option or TSAR.

Outstanding TSARs may be settled in cash or common shares at the holder’s option. For the purposes of calculating diluted net income per common share, the more dilutive of the cash-settled or equity-settled method is used, regardless of how the plan is accounted for. Accordingly, TSARs that are accounted for using the cash-settled method will require adjustments to the numerator and denominator if the equity-settled method is determined to have a dilutive effect on diluted net income per common share.

The calculation of basic net income per common share and a reconciliation to diluted net income per common share is presented in note 12.

n) Revenue recognition:

Revenue is recognized based on individual contract terms at the point in time when control of the product transfers to the customer, which usually occurs at the time shipment is made. Revenue is recognized at the time of delivery to the customer’s location if the contractual performance obligation has not been met during shipment. For methanol sold on a consignment basis, revenue is recognized at the point in time the customer draws down the consigned methanol. For methanol sold on a commission basis, the commission income is included in revenue when earned. Revenue is measured and recorded at the most likely amount of consideration the Company expects to receive.

o) Financial instruments:

All financial instruments are measured at fair value on initial recognition. Measurement in subsequent periods is dependent on the classification of the respective financial instrument. Financial instruments are classified into one of three categories and, depending on the category, will either be measured at amortized cost or fair value with fair value changes either recorded through profit or loss or other comprehensive income. All non-derivative financial instruments held by the Company are classified and measured at amortized cost.

 

56      2018 Methanex Corporation Annual Report



The Company enters into derivative financial instruments to manage certain exposures to commodity price and foreign exchange volatility. Under these standards, derivative financial instruments, including embedded derivatives, are classified as fair value through profit or loss and are recorded in the consolidated statements of financial position at fair value unless they are in accordance with the Company’s normal purchase, sale or usage requirements. The valuation of derivative financial instruments is a critical accounting estimate due to the complex nature of these instruments, the degree of judgment required to appropriately value these instruments and the potential impact of such valuation on the Company’s financial statements. The Company records all changes in fair value of derivative financial instruments in profit or loss unless the instruments are designated as cash flow hedges. The Company enters into and designates as cash flow hedges certain forward contracts to hedge its highly probable forecast natural gas purchases and certain forward exchange purchase and sales contracts to hedge foreign exchange exposure on anticipated purchases or sales. The Company assesses at inception and on an ongoing basis whether the hedges are and continue to be effective in offsetting changes in the cash flows of the hedged transactions. The effective portion of changes in the fair value of these hedging instruments is recognized in other comprehensive income. Any gain or loss in fair value relating to the ineffective portion is recognized immediately in profit or loss. Until settled, the fair value of the derivative financial instruments will fluctuate based on changes in commodity prices, foreign currency exchange rates or variable interest rates.

p) Fair value measurements:

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements within the scope of IFRS 13 are categorized into Level 1, 2 or 3 based on the degree to which the inputs are observable and the significance of the inputs to the fair value measurement in its entirety. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date. Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability. Financial instruments measured at fair value and categorized within the fair value hierarchy are disclosed in note 18.

q) Income taxes:

Income tax expense represents current tax and deferred tax. The Company records current tax based on the taxable profits for the period calculated using tax rates that have been enacted or substantively enacted by the reporting date. Income taxes relating to uncertain tax positions are provided for based on the Company’s best estimate. Deferred income taxes are accounted for using the liability method. The liability method requires that income taxes reflect the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities and their tax bases. Deferred income tax assets and liabilities are determined for each temporary difference based on currently enacted or substantially enacted tax rates that are expected to be in effect when the underlying items are expected to be realized. The effect of a change in tax rates or tax legislation is recognized in the period of substantive enactment. Deferred tax assets, such as non-capital loss carryforwards, are recognized to the extent it is probable that taxable profit will be available against which the asset can be utilized.

The Company accrues for taxes that will be incurred upon distributions from its subsidiaries when it is probable that the earnings will be repatriated.

r) Provisions:

Provisions are recognized where a legal or constructive obligation has been incurred as a result of past events, it is probable that an outflow of resources will be required to settle the obligation, and a reliable estimate of the amount of the obligation can be made. Provisions are measured at the present value of the expenditures expected to be required to settle the obligation.

s) Segmented information:

The Company’s operations consist of the production and sale of methanol, which constitutes a single operating segment.

t) Application of new and revised accounting standards:

In May 2014, the IASB issued IFRS 15, Revenue from Contracts with Customers (“IFRS 15”) establishing a comprehensive framework for revenue recognition. The standard replaces IAS 18, Revenue and IAS 11, Construction Contracts and related interpretations and is effective for annual periods beginning on or after January 1, 2018. The Company has retrospectively adopted the new standard with no material impact on its consolidated financial statements. The Company has updated its accounting policy for revenue recognition to reflect the adoption of IFRS 15.

 

2018 Methanex Corporation Annual Report      57



u) Anticipated changes to International Financial Reporting Standards:

In 2016, the IASB issued IFRS 16, Leases (“IFRS 16” or “the standard”), which eliminates the current operating/finance lease dual accounting model for lessees and replaces it with a single, on-balance sheet accounting model, similar to the current finance lease accounting. The standard replaces IAS 17, Leases (“IAS 17”) and related interpretations and is effective for annual periods beginning on or after January 1, 2019.

IFRS 16 may be applied using a retrospective or modified retrospective approach on transition. The Company plans to transition to IFRS 16 in accordance with the modified retrospective approach and as such will not be required to restate comparative periods. Upon adoption, the incremental lease liability for leases currently classified as operating under IAS 17 will be measured at the present value of lease payments remaining in the lease term discounted using the Company’s incremental borrowing rates on the date of transition. The lease asset will be measured as if IFRS 16 was always in effect, resulting in an adjustment to retained earnings on transition.

The Company will use the following practical expedients permitted by the standard:

 

   

the use of hindsight in determining the lease term where the contract contains options to extend or terminate the lease; and

 

   

the accounting of lease payments as expenses for which the underlying asset is of low dollar value.

The Company completed its transition project and quantified the impact of the new standard under the modified retrospective approach. The recognition of all leases on balance sheet will increase non-current assets by approximately $410 million and total liabilities by approximately $450 million, with the difference of $40 million recorded in retained earnings. The increase primarily relates to ocean vessels, terminal facilities and other right of use assets currently accounted for as operating leases and disclosed in the commitments and contingencies note of the Company’s consolidated annual financial statements.

In addition, the nature and timing of certain expenses related to leases previously classified as operating and presented in cost of sales and operating expenses will now change and be presented in depreciation and amortization and finance costs. As a result, depreciation and amortization and finance costs will increase and cost of sales and operating expenses will decrease. Overall the adoption of IFRS 16 is not expected to materially impact net income.

The Company does not expect that any other new or amended standards or interpretations that are effective as of January 1, 2019 will have a significant impact on the Company’s results of operations or financial position.

3. Trade and other receivables:

 

As at    Dec 31
2018
     Dec 31
2017
 

Trade

   $     412,662      $     429,582  

Value-added and other tax receivables

     37,823        36,584  

Egypt gas contract recoveries (a)

     6,227        24,466  

Other

     57,856        46,004  
     $     514,568      $     536,636  

a) Egypt gas contract recoveries:

The natural gas supply agreement in Egypt has a mechanism whereby the Company is partially compensated when gas delivery shortfalls exceed a certain threshold. The receivable is secured by a combination of funds held in escrow and a bank guarantee.

4. Inventories:

Inventories are valued at the lower of cost, determined on a first-in first-out basis, and estimated net realizable value. The amount of inventories recognized as an expense in cost of sales and operating expenses and depreciation and amortization for the year ended December 31, 2018 is $2,758 million (2017 – $2,219 million).

 

58      2018 Methanex Corporation Annual Report



5. Property, plant and equipment:

 

      Buildings, plant
installations and
machinery
    Finance
leases
     Ocean going
vessels
    Other             TOTAL  

Cost at January 1, 2018

   $         4,648,924     $         215,773      $         144,423     $         131,070          $         5,140,190  

Additions

     180,437       2,037        40,284       58,349            281,107  

Disposals and other

     (131,219 )              (1,288 )       (361 )                (132,868 )  

Cost at December 31, 2018

     4,698,142       217,810        183,419       189,058                5,288,429  

Accumulated depreciation at January 1, 2018

     1,956,317       33,927        40,427       111,193            2,141,864  

Disposals and other

     (124,920 )              (1,194 )       (360 )            (126,474 )  

Depreciation

     216,338       16,054        9,193       6,359                247,944  

Accumulated depreciation at December 31, 2018

     2,047,735       49,981        48,426       117,192                2,263,334  

Net book value at December 31, 2018

   $ 2,650,407     $ 167,829      $ 134,993     $ 71,866              $ 3,025,095  

 

      Buildings, plant
installations and
machinery
    Finance
leases
     Ocean going
vessels
    Other             TOTAL  

Cost at January 1, 2017

   $         4,549,816     $         206,260      $         145,303     $         127,575          $         5,028,954  

Additions

     98,780       7,667        605       4,396            111,448  

Disposals and other

     328       1,846        (1,485     (901              (212

Cost at December 31, 2017

     4,648,924       215,773        144,423       131,070                5,140,190  

Accumulated depreciation at January 1, 2017

     1,752,540       18,557        31,135       109,253            1,911,485  

Disposals and other

     (2,066                  (673          (2,739

Depreciation

     205,843       15,370        9,292       2,613                233,118  

Accumulated depreciation at December 31, 2017

     1,956,317       33,927      $ 40,427       111,193                2,141,864  

Net book value at December 31, 2017

   $ 2,692,607     $ 181,846      $ 103,996     $ 19,877              $ 2,998,326  

Included in finance leases as at December 31, 2018 are capitalized costs related to a methanol terminal and storage tanks in Geismar, Louisiana, an oxygen production facility in Trinidad, and two ocean going vessels.

6. Investment in associate:

a) The Company has a 63.1% equity interest in Atlas Methanol Company Unlimited (“Atlas”). Atlas owns a 1.8 million tonne per year methanol production facility in Trinidad. The Company accounts for its interest in Atlas using the equity method. Summarized financial information of Atlas (100% basis) is as follows:

 

Consolidated statements of financial position as at    Dec 31
2018
     Dec 31
2017
 

Cash and cash equivalents

   $ 9,367      $ 8,361  

Other current assets 1

     104,742        79,738  

Non-current assets

     255,822        289,671  

Current liabilities 1

     (32,022      (41,388

Other long-term liabilities, including current maturities

     (145,359      (157,935

Net assets at 100%

   $ 192,550      $ 178,447  

Net assets at 63.1%

   $ 121,499      $ 112,600  

Long-term receivable from Atlas 1

     76,322        76,322  

Investment in associate

   $         197,821      $         188,922  

 

2018 Methanex Corporation Annual Report      59



Consolidated statements of income for the years ended December 31    2018      2017  

Revenue 1

   $ 512,214      $ 459,367  

Cost of sales and depreciation and amortization

     (322,325      (261,121

Operating income

     189,889        198,246  

Finance costs, finance income and other expenses

     (10,841      (11,170

Income tax expense

     (64,942      (66,640

Net earnings at 100%

   $ 114,106      $ 120,436  

Earnings of associate at 63.1%

   $ 72,001      $ 75,995  

Dividends received from associate

   $         63,102      $         84,553  

 

1  

Includes related party transactions between Atlas and the Company (see note 22).

b) Contingent liability:

The Board of Inland Revenue of Trinidad and Tobago has audited and issued assessments against Atlas in respect of the 2005 to 2012 financial years. All subsequent tax years remain open to assessment. The assessments relate to the pricing arrangements of certain long-term fixed price sales contracts with affiliates that commenced in 2005 and continue through 2019. The long-term fixed-price sales contracts with affiliates were established as part of the formation of Atlas and management believes were reflective of market considerations at that time. Atlas had partial relief from corporation income tax until late July 2014.

During the periods under assessment and continuing through 2014, approximately 50% of Atlas produced methanol was sold under these fixed-price contracts. From late 2014 through 2019 fixed-prices sales represent approximately 10% of Atlas produced methanol.

The Company believes it is impractical to disclose a reasonable estimate of the potential contingent liability due to the wide range of assumptions and interpretations implicit in the assessments.

The Company has lodged objections to the assessments. No deposits have been required to lodge objections. Based on the merits of the cases and advice from legal counsel, the Company believes its position should be sustained, that Atlas has filed its tax returns and paid applicable taxes in compliance with Trinidadian tax law, and as such has not accrued for any amounts relating to these assessments. Contingencies inherently involve the exercise of significant judgment, and as such the outcomes of these assessments and the financial impact to the Company could be material.

The Company anticipates the resolution of this matter in the court system to be lengthy and, at this time, cannot predict a date as to when this matter is expected to be resolved.

7. Other assets:

 

As at    Dec 31
2018
     Dec 31
2017
 

Restricted cash

   $ 18,545      $ 27,863  

Restricted cash and cash equivalents for vessels under construction (a)

     66,452         

Chile VAT receivable

     22,595        25,456  

Investment in Carbon Recycling International

     4,620        4,502  

Defined benefit pension plans (note 20)

     5,150        6,650  

Other

     18,044        13,555  

Total other assets

   $         135,406      $ 78,026  

Less current portion

     (60,931       
     $ 74,475      $         78,026  

a) Restricted cash and cash equivalents for vessels under construction

As at December 31, 2018, the Company holds $66.5 million (2017 – nil) in short-term, highly liquid investments held under restricted terms, of which $60.9 million (2017 – nil) has been recorded as current as it is expected to be spent within one year. Use of the funds is restricted for the construction of certain vessels and funding of a debt service account.

 

60      2018 Methanex Corporation Annual Report



8. Long-term debt:

 

As at    Dec 31
2018
     Dec 31
2017
 

Unsecured notes

     

(i) 3.25% due December 15, 2019

   $ 349,026      $ 348,060  

(ii) 5.25% due March 1, 2022

     248,480        248,072  

(iii) 4.25% due December 1, 2024

     297,232        296,873  

(iv) 5.65% due December 1, 2044

     295,238        295,158  
       1,189,976        1,188,163  

Egypt limited recourse debt facilities

     101,226        241,190  

Other limited recourse debt facilities

     

(i) LIBOR+0.75% to LIBOR+2.5% due through 2019 to 2021

     5,483        72,918  

(ii) 5.58% due through June 30, 2031

     77,709         

(iii) 5.35% due through September 30, 2033

     83,892         
       167,084        72,918  

Total long-term debt 1

     1,458,286        1,502,271  

Less current maturities 1

     (383,793      (55,905
     $           1,074,493      $         1,446,366  

 

1  

Long-term debt and current maturities are presented net of discounts and deferred financing fees of $17.6 million as at December 31, 2018 (2017 – $17.8 million).

The Egypt limited recourse debt facilities have interest payable semi-annually with rates based on LIBOR plus a spread ranging from 0.9% to 1.6% per annum. Principal is paid in 24 semi-annual payments, which commenced in September 2010.

Other limited recourse debt facilities relate to financing for certain of our ocean going vessels which we own through less than wholly-owned entities under the Company’s control. During 2018, the Company, through 50% owned entities, issued other limited recourse debt for $86 million bearing an interest rate of 5.35% with principal repayments due through September 2033. The debt will be used to acquire two ocean going vessels. The Company also issued $80 million of other limited recourse debt facilities bearing an interest rate of 5.58% with principal repayments due through June 2031, using the proceeds to repay $60.6 million other limited recourse debt facilities.

For the year ended December 31, 2018, non-cash accretion, on an effective interest basis, of deferred financing costs included in finance costs was $3.6 million (2017 – $3.1 million).

The minimum principal payments for long-term debt in aggregate and for each of the five succeeding years are as follows:

 

      Egypt limited
recourse debt
facilities
     Other limited
recourse debt
facilities
     Unsecured
notes
             Total  

2019

   $ 27,640      $ 8,352      $ 350,000           $ 385,992  

2020

     29,525        10,452                    39,977  

2021

     31,552        9,129                    40,681  

2022

     16,606        10,213        250,000             276,819  

2023

            10,778                    10,778  

Thereafter

            121,604        600,000                 721,604  
     $         105,323      $         170,528      $         1,200,000               $         1,475,851  

The covenants governing the Company’s unsecured notes, which are specified in an indenture, apply to the Company and its subsidiaries, excluding entities which we control but do not fully own, and include restrictions on liens, sale and lease-back transactions, a merger or consolidation with another corporation or sale of all or substantially all of the Company’s assets. The indenture also contains customary default provisions.

The Company maintains a $300 million committed revolving credit facility with a syndicate of highly rated financial institutions that expires in December 2022. Significant covenants and default provisions under this facility include:

 

  i)

the obligation to maintain an EBITDA to interest coverage ratio of greater than 2:1 calculated on a four-quarter trailing basis and a debt to capitalization ratio of less than or equal to 55%, both ratios calculated in accordance with definitions in the credit agreement that include adjustments related to the limited recourse subsidiaries,

 

2018 Methanex Corporation Annual Report      61



  ii)

a default if payment is accelerated by a creditor on any indebtedness of $50 million or more of the Company and its subsidiaries, except for the limited recourse subsidiaries, and

 

  iii)

a default if a default occurs that permits a creditor to demand repayment on any other indebtedness of $50 million or more of the Company and its subsidiaries, except for the limited recourse subsidiaries.

The limited recourse debt facilities are described as limited recourse as they are secured only by the assets of the entity that carries the debt. Accordingly, the lenders to the limited recourse debt facilities have no recourse to the Company or its other subsidiaries.

The Egypt limited recourse debt facilities have covenants and default provisions that apply only to the Egypt entity, including restrictions on the incurrence of additional indebtedness and a requirement to fulfill certain conditions before the payment of cash or other shareholder distributions. Since 2015, certain conditions had not been met, resulting in a restriction on shareholder distributions from the Egypt entity. Under amended terms reached in 2017, shareholder distributions are permitted if the average gas deliveries over the prior 12 months are greater than 70% of gas requirements.

The Egypt limited recourse debt facilities contain covenants to complete certain mortgage registrations. The Company has sought and received waivers from lenders relating to these covenants until March 31, 2020. The Company does not believe that the finalization of these mortgage registrations are material. Whilst these covenants have been waived multiple times by the lenders, and circumstances have not materially changed the Company cannot provide assurance that we will be able to obtain future waivers from the lenders.

Failure to comply with any of the covenants or default provisions of the long-term debt facilities described above could result in a default under the applicable credit agreement that would allow the lenders to not fund future loan requests, accelerate the due date of the principal and accrued interest on any outstanding loans or restrict the payment of cash or other distributions.

As at December 31, 2018, management believes the Company was in compliance with all significant terms and default provisions related to long-term debt obligations.

9. Other long-term liabilities:

 

As at    Dec 31
2018
     Dec 31
2017
 

Site restoration costs (a)

   $ 27,638      $ 33,975  

Finance lease obligations (b)

     198,374        204,242  

Share-based compensation liability (note 13)

     52,794        111,405  

Cash flow hedges (note 18)

     105,721        90,199  

Defined benefit pension plans (note 20)

     24,783        25,076  

Land mortgage

     30,242         

Other

     4,692        5,214  
     444,244        470,111  

Less current maturities

     (46,146      (65,226
     $         398,098      $         404,885  

a) Site restoration costs:

The Company has accrued liabilities related to the decommissioning and reclamation of its methanol production sites and oil and gas properties. Because of uncertainties in estimating the amount and timing of the expenditures related to the sites, actual results could differ from the amounts estimated. As at December 31, 2018, the total undiscounted amount of estimated cash flows required to settle the liabilities was $37.6 million (2017 – $44.9 million). The movement in the provision during the year is explained as follows:

 

      2018      2017  

Balance at January 1

   $ 33,975      $ 30,512  

New or revised provisions

     (7,036      2,823  

Accretion expense

     699        640  

Balance at December 31

   $         27,638      $         33,975  

 

62      2018 Methanex Corporation Annual Report



b) Finance lease obligations:

As at December 31, 2018, the Company has finance lease obligations related to a methanol terminal and storage tanks in Geismar, Louisiana, an oxygen production facility in Trinidad, and two ocean-going vessels. Total finance lease payments for 2018 of $32.1 million include an interest component of $23.8 million.

Finance lease obligations are payable as follows:

 

      Lease
payments
     Interest
component
             Finance lease
obligations
 

2019

   $ 32,222      $ 22,990           $ 9,232  

2020

     32,614        22,001             10,613  

2021

     33,014        20,837             12,177  

2022

     33,422        19,473             13,949  

2023

     32,779        17,915             14,864  

Thereafter

     206,223        68,684                 137,539  
     $         370,274      $         171,900               $         198,374  

10. Expenses:

 

For the years ended December 31    2018      2017  

Cost of sales

   $ 2,577,382      $ 2,035,545  

Selling and distribution

     464,474        449,593  

Administrative expenses

     60,367        99,036  

Total expenses by function

   $ 3,102,223      $ 2,584,174  

Cost of raw materials and purchased methanol

   $ 2,191,515      $ 1,637,085  

Ocean freight and other logistics

     399,293        374,717  

Employee expenses, including share-based compensation

     182,519        243,707  

Other expenses

     83,593        96,440  

Cost of sales and operating expenses

     2,856,920        2,351,949  

Depreciation and amortization

     245,303        232,225  

Total expenses by nature

   $         3,102,223      $         2,584,174  

For the year ended December 31, 2018 we recorded a share-based compensation recovery of $6.3 million (2017 – expense of $78.8 million), the majority of which is included in administrative expenses for the total expenses by function presentation above.

11. Finance costs:

Finance costs are primarily comprised of interest on borrowings and finance lease obligations, amortization of deferred financing fees and accretion expense associated with site restoration costs. Finance costs were $94.4 million for the year ended December 31, 2018 (2017 – $95.0 million).

12. Net income per common share:

Diluted net income per common share is calculated by considering the potential dilution that would occur if outstanding stock options and, under certain circumstances, TSARs were exercised or converted to common shares.

Outstanding TSARs may be settled in cash or common shares at the holder’s option and for purposes of calculating diluted net income per common share, the more dilutive of the cash-settled and equity-settled method is used, regardless of how the plan is accounted for. Accordingly, TSARs that are accounted for using the cash-settled method will require adjustments to the numerator and denominator if the equity-settled method is determined to have a dilutive effect on diluted net income per common share as compared to the cash-settled method. The equity-settled method was more dilutive for the year ended December 31, 2018, and an adjustment was required for both the numerator and denominator for TSARS. For the year ended December 31, 2017 the cash-settled method was more dilutive and no adjustment was required for the numerator or the denominator for TSARs.

 

2018 Methanex Corporation Annual Report      63



Stock options and, if calculated using the equity-settled method, TSARs are considered dilutive when the average market price of the Company’s common shares during the period disclosed exceeds the exercise price of the stock option or TSAR. For the year ended December 31, 2018 and 2017, stock options were considered dilutive resulting in an adjustment to the denominator in both periods.

A reconciliation of the numerator used for the purposes of calculating diluted net income per common share is as follows:

 

For the years ended December 31    2018      2017  

Numerator for basic net income per common share

     568,982      $ 316,135  

Adjustment for the effect of TSARs:

     

Cash-settled recovery included in net income

     (4,314 )         

Equity-settled expense

     (4,769 )         

Numerator for diluted net income per common share

           559,899      $             316,135  

A reconciliation of the denominator used for the purposes of calculating basic and diluted net income per common share is as follows:

 

For the years ended December 31    2018      2017  

Denominator for basic net income per common share

     80,494,302        86,768,589  

Effect of dilutive stock options

     67,631        56,359  

Effect of dilutive TSARS

     327,592         

Denominator for diluted net income per common share

     80,889,525                86,824,948  

For the years ended December 31, 2018 and 2017, basic and diluted net income per common share attributable to Methanex shareholders were as follows:

 

For the years ended December 31    2018      2017  

Basic net income per common share

   $ 7.07      $ 3.64  

Diluted net income per common share

   $                 6.92      $                 3.64  

13. Share-based compensation:

The Company provides share-based compensation to its directors and certain employees through grants of stock options, TSARs, SARs and deferred, restricted or performance share units.

As at December 31, 2018, the Company had 4,530,865 common shares reserved for future grants of stock options and tandem share appreciation rights under the Company’s stock option plan.

a) Share appreciation rights and tandem share appreciation rights:

All SARs and TSARs granted have a maximum term of seven years with one-third vesting each year after the date of grant. SARs and TSARs units outstanding at December 31, 2018 and 2017 are as follows:

 

 
      SARs             TSARs  
      Number of
units
     Exercise
price USD
            Number of
units
     Exercise
price USD
 

Outstanding at December 31, 2016

     1,511,485      $ 42.68            2,416,111      $ 42.10  

Granted

     167,600        50.15            340,200        50.17  

Exercised

     (213,207      32.03            (710,616      32.98  

Cancelled

     (10,801      50.18            (2,200      34.59  

Expired

     (5,000      25.22                        

Outstanding at December 31, 2017

     1,450,077      $ 45.11                2,043,495      $ 46.62  

Granted

     141,300        55.28            330,400        55.37  

Exercised

     (669,931      39.00            (918,327      42.48  

Cancelled

     (16,582      53.12            (8,267      47.25  

Expired

     (7,981      28.74                        

Outstanding at December 31, 2018

     896,883      $         51.27                1,447,301      $         51.24  

 

64      2018 Methanex Corporation Annual Report



Information regarding the SARs and TSARs outstanding as at December 31, 2018 is as follows:

 

 
      Units outstanding at December 31, 2018             Units exercisable at
December 31, 2018
 
Range of exercise prices    Weighted
average
remaining
contractual
life (years)
     Number
of units
outstanding
     Weighted
average
exercise
price
            Number
of units
exercisable
     Weighted
average
exercise
price
 

SARs

                  

$25.97 to $35.51

     3.96        221,309      $ 34.40            105,955      $ 34.19  

$38.24 to $50.17

     3.95        205,951        46.52            99,000        42.59  

$54.65 to $78.59

     3.73        469,623        61.31                330,923        63.83  
       3.84        896,883      $ 51.27                535,878      $ 54.04  

TSARs

                  

$25.97 to $35.51

     3.99        347,839      $ 34.47            161,261      $ 34.32  

$38.24 to $50.17

     4.41        386,253        47.88            161,902        44.72  

$54.65 to $78.59

     4.23        713,209        61.24                386,109        66.20  
       4.22        1,447,301      $         51.24                709,272      $         54.05  

The fair value of each outstanding SARs and TSARs grant was estimated on December 31, 2018 and 2017 using the Black-Scholes option pricing model with the following weighted average assumptions:

 

      2018      2017  

Risk-free interest rate

     2.6%        1.8%  

Expected dividend yield

     2.7%        2.0%  

Expected life of SARs and TSARs (years)

     1.5        1.2  

Expected volatility

     35%        31%  

Expected forfeitures

     0.2%        0.2%  

Weighted average fair value (USD per share)

   $         7.93      $         19.02  

Compensation expense for SARs and TSARs is measured based on their fair value and is recognized over the vesting period. Changes in fair value in each period are recognized in net income for the proportion of the service that has been rendered at each reporting date. The fair value as at December 31, 2018 was $18.9 million compared with the recorded liability of $17.3 million. The difference between the fair value and the recorded liability of $1.6 million will be recognized over the weighted average remaining vesting period of approximately 1.6 years.

For the year ended December 31, 2018, compensation expense related to SARs and TSARs included a recovery in cost of sales and operating expenses of $1.2 million (2017 – expense of $45.1 million). This included a recovery of $7.8 million (2017 – expense of $37.8 million) related to the effect of the change in the Company’s share price.

 

2018 Methanex Corporation Annual Report      65



b) Deferred, restricted and performance share units:

Deferred, restricted and performance share units outstanding as at December 31, 2018 and 2017 are as follows:

 

   
      Number of
deferred share units
             Number of
restricted share units
             Number of
performance share
units
 

Outstanding at December 31, 2016

     251,017             18,649             572,272  

Granted

     10,452             8,100             163,500  

Performance factor impact on redemption 1

                             (102,557

Granted in lieu of dividends

     5,669             613             14,383  

Redeemed

     (42,292           (6,907           (34,186

Cancelled

                                     (8,517

Outstanding at December 31, 2017

     224,846                 20,455                 604,895  

Granted

     7,752             8,700             149,200  

Performance factor impact on redemption 1

                             (127,733

Granted in lieu of dividends

     4,495             545             12,303  

Redeemed

     (28,001           (12,339           (42,577

Cancelled

                                     (16,310

Outstanding at December 31, 2018

     209,092                 17,361                 579,778  

 

1  

Performance share units have a feature where the ultimate number of units that vest are adjusted by a performance factor of the original grant as determined by the Company’s total shareholder return in relation to a predetermined target over the period to vesting. The performance factor is measured based on the weighted-average closing share price for the 90 calendar days on the NASDAQ Global Select Market immediately preceding the year end date that the performance share units vest.

Compensation expense for deferred, restricted and performance share units is measured at fair value based on the market value of the Company’s common shares and is recognized over the vesting period. Changes in fair value are recognized in net income for the proportion of the service that has been rendered at each reporting date. The fair value of deferred, restricted and performance share units as at December 31, 2018 was $36.6 million compared with the recorded liability of $35.3 million. The difference between the fair value and the recorded liability of $1.3 million will be recognized over the weighted average remaining vesting period of approximately 1.4 years.

For the year ended December 31, 2018, compensation expense related to deferred, restricted and performance share units included in cost of sales and operating expenses was a recovery of $5.1 million (2017 – expense of $33.0 million). This included a recovery of $8.9 million (2017 – expense of $29.9 million) related to the effect of the change in the Company’s share price.

c) Stock options:

The exercise price of each stock option is equal to the quoted market price of the Company’s common shares at the date of the grant. Options granted have a maximum term of seven years with one-third of the options vesting each year after the date of grant.

Common shares reserved for outstanding incentive stock options as at December 31, 2018 and 2017 are as follows:

 

      Number of
stock
options
     Weighted
average
exercise price
 

Outstanding at December 31, 2016

     344,767      $ 40.91  

Granted

     31,400        50.17  

Exercised

     (98,274      30.90  

Cancelled

     (15,358      52.43  

Outstanding at December 31, 2017

     262,535      $ 45.09  

Granted

     21,900        54.65  

Exercised

     (83,114      38.89  

Cancelled

     (3,100      57.26  

Outstanding at December 31, 2018

     198,221      $         48.55  

 

66      2018 Methanex Corporation Annual Report



Information regarding the stock options outstanding as at December 31, 2018 is as follows:

 

 
      Options outstanding at December 31, 2018             

Options exercisable at

December 31, 2018

 
Range of exercise prices    Weighted
average
remaining
contractual
life (years)
     Number of
stock
options
outstanding
     Weighted
average
exercise
price
             Number of
stock
options
exercisable
     Weighted
average
exercise
price
 

Options

                   

$25.97 to $35.51

     3.98        56,467      $ 34.45             35,831      $ 34.37  

$38.24 to $50.17

     3.01        57,754        43.70             39,351        40.67  

$54.65 to $78.59

     3.61        84,000        61.37                 62,100        63.74  
       3.54        198,221      $         48.55                 137,282      $         49.46  

For the year ended December 31, 2018, compensation expense related to stock options was $0.4 million (2017 – $0.5 million).

14. Segmented information:

The Company’s operations consist of the production and sale of methanol, which constitutes a single operating segment.

During the years ended December 31, 2018 and 2017, revenues attributed to geographic regions, based on the location of customers, were as follows:

 

 
Revenue    China      Europe      United States      South
Korea
     South
America
     Canada      Other Asia             TOTAL  

2018

   $ 1,122,557      $ 707,762      $ 761,600      $ 443,837      $ 352,805      $ 171,532      $ 371,754          $ 3,931,847  

2017

   $     801,838      $     608,668      $     570,482      $     347,896      $     279,270      $     167,436      $     285,052              $     3,060,642  

As at December 31, 2018 and 2017, the net book value of property, plant and equipment by country was as follows:

 

 
Property, plant and equipment   United States      Egypt      New
Zealand
     Trinidad      Canada      Chile      Other             TOTAL  

2018

  $     1,407,693      $     680,730      $     314,281      $     142,045      $     126,488      $     132,494      $     221,364          $     3,025,095  

2017

  $ 1,412,394      $ 720,397      $ 265,153      $ 155,525      $ 148,420      $ 107,495      $ 188,942              $ 2,998,326  

15. Income and other taxes:

a) Income tax expense:

For the years ended December 31    2018      2017  

Current tax recovery (expense):

     

Current period before undernoted items

   $ (117,496    $ (95,402

Benefit from unrecognised loss carry forwards

     23,860        10,115  

Adjustments to prior years

     2,609        (217
       (91,027      (85,504

Deferred tax recovery (expense):

     

Origination and reversal of temporary differences

     (56,258      23,310  

Adjustments to prior years

     (2,331      200  

Change in U.S. tax rate

            (36,567

Change in other jurisdictions tax rates

     35        734  

Other

     (3,910      2,039  
       (62,464      (10,284

Total income tax expense

   $ (153,491    $ (95,788

 

2018 Methanex Corporation Annual Report      67



b) Reconciliation of the effective tax rate:

The Company operates in several tax jurisdictions and therefore its income is subject to various rates of taxation. Income tax expense differs from the amounts that would be obtained by applying the Canadian statutory income tax rate to net income before income taxes as follows:

 

For the years ended December 31    2018      2017  

Income before income taxes

   $ 811,475      $ 470,885  

Deduct earnings of associate

     (72,001      (75,995
             739,474        394,890  

Canadian statutory tax rate

     27.0      26.5

Income tax expense calculated at Canadian statutory tax rate

     (199,658      (104,646

Increase (decrease) in income tax expense resulting from:

     

Impact of income and losses taxed in foreign jurisdictions

     15,754        30,223  

Utilization of unrecognised loss carryforwards and temporary differences

     31,325                 20,468  

Impact of tax rate changes in the U.S.

            (36,567

Impact of tax rate changes in other jurisdictions

     35        734  

Impact of foreign exchange

     (173      3,104  

Other business taxes

     (7,750      (4,105

Tax effect of recovery (expenses) that are not taxable (deductible) for tax purposes

     7,015        (4,112

Adjustments to prior years

     278        (17

Other

     (317      (870

Total income tax expense

   $ (153,491    $ (95,788

c) Net deferred income tax liabilities:

(i) The tax effect of temporary differences that give rise to deferred income tax liabilities and deferred income tax assets are as follows:

 

As at    Dec 31 2018      Dec 31 2017  
      Net     Deferred tax
assets
    Deferred tax
liabilities
     Net     Deferred tax
assets
    Deferred tax
liabilities
 

Property, plant and equipment

   $ (425,743   $ (212,087   $ (213,656    $ (399,391   $ (189,368   $ (210,023

Repatriation taxes

     (94,446           (94,446      (87,239           (87,239

Other

     (14,930     (6,700     (8,230      (11,670     (3,740     (7,930
     (535,119     (218,787     (316,332      (498,300     (193,108     (305,192

Non-capital loss carryforwards

     233,237       233,237              244,576       244,576        

Share-based compensation

     10,908       1,170       9,738        19,920       2,946       16,974  

Other

     69,292       43,912       25,380        69,713       47,927       21,786  
                313,437                278,319                35,118                 334,209                295,449                   38,760  

Net deferred income tax assets (liabilities)

   $ (221,682   $ 59,532     $ (281,214    $ (164,091   $ 102,341     $ (266,432

The Company recognizes deferred income tax assets to the extent that it is probable that the benefit of these assets will be realized. As at December 31, 2018, the Company had $354 million (2017 – $ 384 million) of deductible temporary differences in the United States that have not been recognized.

 

68      2018 Methanex Corporation Annual Report



(ii) Analysis of the change in deferred income tax assets and liabilities:

 

      2018      2017  
      Net     Deferred
tax assets
    Deferred tax
liabilities
     Net     Deferred
tax assets
    Deferred tax
liabilities
 

Balance, January 1

   $ (164,091   $ 102,341     $ (266,432    $ (153,639   $ 137,341     $ (290,980

Deferred income tax recovery (expense) included in net income

     (62,464     (44,277     (18,187      (10,284     (34,517     24,233  

Impact of U.S. tax rate change in other comprehensive income

                        (8,621     (8,621      

Deferred income tax recovery included in other comprehensive income

     3,980       1,253       2,727        9,295       8,398       897  

Other

     893       215       678        (842     (260     (582

Balance, December 31

   $         (221,682   $         59,532     $         (281,214    $         (164,091   $         102,341     $         (266,432

16. Supplemental cash flow information:

a) Changes in non-cash working capital:

Changes in non-cash working capital for the years ended December 31, 2018 and 2017 are as follows:

 

For the years ended December 31    2018      2017  

Changes in non-cash working capital:

     

Trade and other receivables

   $ 22,068      $ (37,033)  

Inventories

     (83,495      (23,136

Prepaid expenses

     (5,993      (5,702

Trade, other payables and accrued liabilities, including long-term payables included in other long-term liabilities

     (9,403      103,601  
     (76,823      37,730  

Adjustments for items not having a cash effect and working capital changes relating to taxes and interest paid

     81,877        (89,445

Changes in non-cash working capital

   $ 5,054      $ (51,715

These changes relate to the following activities:

     

Operating

   $ 5,998      $ (49,368

Financing

             

Investing

     (944      (2,347

Changes in non-cash working capital

   $         5,054      $         (51,715

The Company has reclassified the presentation of amounts for the year ended December 31, 2017 relating to restricted cash for debt service accounts in other cash payments from Operating activities to Financing activities.

b) Reconciliation of movements in liabilities to cash flows arising from financing activities:

 

      Long term debt
(note 8)
    Finance lease
obligations (note 9)
        

Balance at December 31, 2017

   $ 1,502,271     $ 204,242    

Changes from financing cash flows

      

Repayment of long-term debt and financing fees

     (213,622        

Proceeds from limited recourse debt

     166,000          

Payment of finance lease liabilities

           (8,293        

Total changes from financing cash flows

   $ (47,622   $ (8,293        

Liability-related other changes

      

Finance costs

   $ 3,637     $    

New finance leases

           2,425          

Total liability-related other changes

   $ 3,637     $ 2,425          
                          

Balance at December 31, 2018

   $         1,458,286     $         198,374          

 

2018 Methanex Corporation Annual Report      69



17. Capital disclosures:

The Company’s objectives in managing its liquidity and capital are to safeguard the Company’s ability to continue as a going concern, to provide financial capacity and flexibility to meet its strategic objectives, to provide an adequate return to shareholders commensurate with the level of risk and to return excess cash through a combination of dividends and share repurchases.

 

As at    Dec 31
2018
     Dec 31
2017
 

Liquidity:

     

Cash and cash equivalents

   $ 256,077      $ 375,479  

Undrawn credit facilities

     300,000        300,000  

Total liquidity

   $ 556,077      $ 675,479  

Capitalization:

     

Unsecured notes, including current portion

   $ 1,189,976      $ 1,188,163  

Egypt limited recourse debt facilities, including current portion

     101,226        241,190  

Other limited recourse debt facilities, including current portion

     167,084        72,918  

Total debt

     1,458,286        1,502,271  

Non-controlling interests

     296,628        244,347  

Shareholders’ equity

     1,511,213        1,500,764  

Total capitalization

   $         3,266,127      $         3,247,382  

Total debt to capitalization 1

     45      46

Net debt to capitalization 2

     40      39

 

1  

Total debt (including 100% of Egypt and Other limited recourse debt facilities) divided by total capitalization.

 

2  

Total debt (including 100% of Egypt and Other limited recourse debt facilities) less cash and cash equivalents divided by total capitalization less cash and cash equivalents.

The Company manages its liquidity and capital structure and makes adjustments to it in light of changes to economic conditions, the underlying risks inherent in its operations and capital requirements to maintain and grow its operations. The strategies employed by the Company may include the issue or repayment of general corporate debt, the issue of project debt, private placements by limited recourse subsidiaries, the issue of equity, the payment of dividends and the repurchase of shares.

The Company is not subject to any statutory capital requirements and has no commitments to sell or otherwise issue common shares except pursuant to outstanding employee stock options.

The Company maintains a $300 million revolving credit facility that expires in December 2022. The undrawn credit facility is provided by highly rated financial institutions and is subject to certain financial covenants (note 8).

18. Financial instruments:

Financial instruments are either measured at amortized cost or fair value.

In the normal course of business, the Company’s assets, liabilities and forecasted transactions, as reported in U.S. dollars, are impacted by various market risks including, but not limited to, natural gas prices and currency exchange rates. The time frame and manner in which the Company manages those risks varies for each item based on the Company’s assessment of the risk and the available alternatives for mitigating risks.

The Company uses derivatives as part of its risk management program to mitigate variability associated with changing market values. Changes in fair value of derivative financial instruments are recorded in earnings unless the instruments are designated as cash flow hedges, in which case the changes in fair value are recorded in other comprehensive income and are reclassified to profit or loss when the underlying hedged transaction is recognized in earnings. The Company designates as cash flow hedges certain derivative financial instruments to hedge its risk exposure to fluctuations in natural gas prices and to hedge its risk exposure to fluctuations on certain foreign currency denominated transactions.

 

70      2018 Methanex Corporation Annual Report



The following table provides the carrying value of each category of financial assets and liabilities and the related balance sheet item:

 

As at    Dec 31
2018
     Dec 31
2017
 

Financial assets:

     

Financial assets measured at fair value:

     

Derivative instruments designated as cash flow hedges 1

   $ 327      $  

Financial assets not measured at fair value:

     

Cash and cash equivalents

     256,077        375,479  

Trade and other receivables, excluding tax receivable

     504,661        527,084  

Restricted cash included in other assets

     18,545        27,863  

Restricted cash and cash equivalents for vessels under construction included in other assets

     66,452         

Total financial assets 2

   $ 846,062      $ 930,426  

Financial liabilities:

     

Financial liabilities measured at fair value:

     

Derivative instruments designated as cash flow hedges 1

   $ 105,721      $ 91,014  

Financial liabilities not measured at fair value:

     

Trade, other payables and accrued liabilities, excluding tax payable

     523,965        528,182  

Long-term debt, including current portion

     1,458,286        1,502,271  

Total financial liabilities

   $         2,087,972      $         2,121,467  

 

1  

The Geismar 2 and Medicine Hat natural gas hedges and euro foreign currency hedges designated as cash flow hedges are measured at fair value based on industry accepted valuation models and inputs obtained from active markets.

 

2  

The carrying amount of the financial assets represents the maximum exposure to credit risk at the respective reporting periods.

As at December 31, 2018, all of the financial instruments were recorded on the consolidated statements of financial position at amortized cost with the exception of derivative financial instruments, which are recorded at fair value unless exempted.

The fair value of derivative instruments is determined based on industry-accepted valuation models using market observable inputs and are classified within Level 2 of the fair value hierarchy. The fair value of all the Company’s derivative contracts includes an adjustment for credit risk. The effective portion of the changes in fair value of derivative financial instruments designated as cash flow hedges is recorded in other comprehensive income. The spot element of forward contracts in the hedging relationships is recorded in other comprehensive income as the change in fair value of cash flow hedges. The change in the fair value of the forward element of forward contracts is recorded separately in other comprehensive income as the forward element excluded from hedging relationships.

Until settled, the fair value of the derivative financial instruments will fluctuate based on changes in commodity prices or foreign currency exchange rates.

Natural gas forward contracts

The Company has elected to manage its exposure to changes in natural gas prices for a portion of its North American natural gas requirements by executing a number of fixed price forward contracts. The Company has entered into forward contracts to manage its exposure to changes in natural gas prices for the Geismar 2 facility for 40% of its gas requirements to 2025, which it has designated as cash flow hedges. The Company has also entered into physical forward contracts to manage its exposure to changes in natural gas prices for the Medicine Hat facility over the period 2017 to 2022. The Company has designated contracts for the 2021 and 2022 periods as cash flow hedges for its highly probable forecast natural gas purchases in Medicine Hat. Other costs incurred to transport natural gas from the contracted delivery point, either Henry Hub or AECO, to the relevant production facility represent an insignificant portion of the overall underlying risk and are recognized as incurred outside of the hedging relationship. The Company has elected to designate the spot element of the forward contracts as cash flow hedges. The forward element of the forward contracts are excluded from the designation and only the spot element is considered for the purpose of assessing effectiveness and measuring ineffectiveness. The excluded forward element of the swap contracts will be accounted for as a cost of hedging (transaction cost) to be recognized in profit or loss over the term of the hedging relationships. Ineffectiveness may arise in the hedging relationship due to changes in the timing of the anticipated transactions and/or due to changes in credit risk of the hedging instrument not replicated in the hedged item. No hedge ineffectiveness has been recognized in 2018.

 

2018 Methanex Corporation Annual Report      71



As at December 31, 2018, the Company had outstanding forward contracts designated as cash flow hedges with a notional amount of $426 million (2017 – $473 million) and a net negative fair value of $105.7 million (2017 – $90.2 million) included in other long-term liabilities. As at December 31, 2018, the forward contracts for the Geismar 2 facility had an average contract price of $3.81 per mmbtu (2017 – $3.74 per mmbtu) over the remaining seven year term, and for the forward contracts for the Medicine Hat facility has an average contract price of $1.96 per mmbtu (2017 – $1.96 per mmbtu).

Forward exchange contracts

The Company also designates as cash flow hedges forward exchange contracts to sell certain foreign currencies at a fixed U.S. dollar exchange rate to hedge its exposure to exchange rate fluctuations on certain foreign currency denominated transactions. The Company has elected to designate the spot element of the forward contracts as cash flow hedges. The forward element of the forward contracts are excluded from the designation and only the spot element is considered for the purpose of assessing effectiveness and measuring ineffectiveness. The excluded forward element of the swap contracts will be accounted for as a cost of hedging (transaction cost) to be recognized in profit or loss over the term of the hedging relationships. Ineffectiveness may arise in the hedging relationship due to changes in the timing of the anticipated transactions and/or due to changes in credit risk of the hedging instrument not replicated in the hedged item. No hedge ineffectiveness has been recognized in 2018.

As at December 31, 2018, the Company had outstanding forward exchange contracts designated as cash flow hedges to sell euros at a fixed U.S. dollar exchange rate with a notional amount of 45 million euros (2017 – 109 million euros) and a positive fair value of $0.3 million included in current assets (2017 – negative fair value of $0.8 million included in current liabilities).

Fair value liabilities

The table below shows net cash outflows for derivative hedging instruments including natural gas forward contracts and forward exchange contracts, excluding credit risk adjustments, based upon contracted payment dates. The amounts reflect the maturity profile of the fair value liabilities and are subject to change based on the prevailing market rate at each of the future settlement dates. Financial asset derivative positions, if any, are held with investment-grade counterparties and therefore the settlement day risk exposure is considered to be negligible.

 

As at    Dec 31
2018
     Dec 31
2017
 

Within one year

   $ 6,679      $ 7,114  

1-3 years

     35,551        17,057  

3-5 years

     40,130        28,864  

More than 5 years

     40,928        52,085  
     $         123,288      $         105,120  

The fair value of the Company’s derivative financial instruments as disclosed above are determined based on Bloomberg quoted market prices and confirmations received from counterparties, which are adjusted for credit risk.

The Company is exposed to credit-related losses in the event of non-performance by counterparties to derivative financial instruments but does not expect any counterparties to fail to meet their obligations. The Company deals with only highly rated counterparties, normally major financial institutions. The Company is exposed to credit risk when there is a positive fair value of derivative financial instruments at a reporting date. The maximum amount that would be at risk if the counterparties to derivative financial instruments with positive fair values failed completely to perform under the contracts was $0.3 million as at December 31, 2018 (2017 – nil).

The carrying values of the Company’s financial instruments approximate their fair values, except as follows:

 

As at    December 31, 2018      December 31, 2017  
      Carrying
value
     Fair
value
     Carrying
value
     Fair
value
 

Long-term debt excluding deferred financing fees

   $     1,472,117      $     1,442,046      $     1,515,544      $     1,561,392  

 

72      2018 Methanex Corporation Annual Report



Long-term debt consists of limited recourse debt facilities and unsecured notes. There is no publicly traded market for the limited recourse debt facilities. The fair value of the limited recourse debt facilities as disclosed on a recurring basis and categorized as Level 2 within the fair value hierarchy is estimated by reference to current market rates as at the reporting date. The fair value of the unsecured notes disclosed on a recurring basis and also categorized as Level 2 within the fair value hierarchy is estimated using quoted prices and yields as at the reporting date. The fair value of the Company’s long term debt will fluctuate until maturity.

19. Financial risk management:

a) Market risks:

The Company’s operations consist of the production and sale of methanol. Market fluctuations may result in significant cash flow and profit volatility risk for the Company. Its worldwide operating business as well as its investment and financing activities are affected by changes in methanol and natural gas prices and interest and foreign exchange rates. The Company seeks to manage and control these risks primarily through its regular operating and financing activities and uses derivative instruments to hedge these risks when deemed appropriate. This is not an exhaustive list of all risks, nor will the risk management strategies eliminate these risks.

Methanol price risk

The methanol industry is a highly competitive commodity industry and methanol prices fluctuate based on supply and demand fundamentals and other factors. The profitability of the Company is directly related to the market price of methanol. A decline in the market price of methanol could negatively impact the Company’s future operations. The Company does not hedge its methanol sales through derivative contracts. The Company manages its methanol price risk, to a certain degree, through natural gas supply contracts that include a variable price component related to methanol prices, as described below.

Natural gas price risk

Natural gas is the primary feedstock for the production of methanol. The Company has entered into multi-year natural gas supply contracts for its production facilities in New Zealand, Trinidad, Egypt and certain contracts in Chile that include base and variable price components to reduce the commodity price risk exposure. The variable price component is adjusted by formulas related to methanol prices above a certain level. The Company also has multi-year fixed price natural gas contracts to supply its production facilities in Geismar, Medicine Hat and Chile and natural gas hedges in Geismar and Medicine Hat to manage its exposure to natural gas price risk.

Interest rate risk

Interest rate risk is the risk that the Company suffers financial loss due to changes in the value of an asset or liability or in the value of future cash flows due to movements in interest rates.

The Company’s interest rate risk exposure is mainly related to long-term debt obligations.

 

As at   

Dec 31

2018

    

Dec 31

2017

 

Fixed interest rate debt:

     

Unsecured notes

   $ 1,189,976      $         1,188,163  

Other limited recourse debt facilities

     161,601         
     $         1,351,577      $ 1,188,163  

Variable interest rate debt:

     

Egypt limited recourse debt facilities

   $ 101,226      $ 241,190  

Other limited recourse debt facilities

     5,483        72,918  
     $ 106,709      $ 314,108  

For fixed interest rate debt, a 1% change in interest rates would result in a change in the fair value of the debt (disclosed in note 18) of approximately $76.0 million as of December 31, 2018 (2017 – $84.0 million).

The fair value of variable interest rate debt fluctuates primarily with changes in credit spreads.

For the variable interest rate debt, a 1% change in LIBOR would result in a change in annual interest payments of $1.1 million as of December 31, 2018 (2017 – $3.2 million).

 

2018 Methanex Corporation Annual Report      73



Foreign currency risk

The Company’s international operations expose the Company to foreign currency exchange risks in the ordinary course of business. Accordingly, the Company has established a policy that provides a framework for foreign currency management and hedging strategies and defines the approved hedging instruments. The Company reviews all significant exposures to foreign currencies arising from operating and investing activities and hedges exposures if deemed appropriate.

The dominant currency in which the Company conducts business is the United States dollar, which is also the reporting currency.

Methanol is a global commodity chemical that is priced in United States dollars. In certain jurisdictions, however, the transaction price is set either quarterly or monthly in the local currency. Accordingly, a portion of the Company’s revenue is transacted in Canadian dollars, euros, Chinese yuan and, to a lesser extent, other currencies. For the period from when the price is set in local currency to when the amount due is collected, the Company is exposed to declines in the value of these currencies compared to the United States dollar. The Company also purchases varying quantities of methanol for which the transaction currency is the euro, Chinese yuan and, to a lesser extent, other currencies. In addition, some of the Company’s underlying operating costs and capital expenditures are incurred in other currencies. The Company is exposed to increases in the value of these currencies that could have the effect of increasing the United States dollar equivalent of cost of sales and operating expenses and capital expenditures. The Company has elected not to actively manage these exposures at this time except for a portion of the net exposure to euro revenues, which is hedged through forward exchange contracts each quarter when the euro price for methanol is established.

As at December 31, 2018, the Company had a net working capital asset of $104.4 million in non U.S. dollar currencies (2017 – $85.3 million). Each 10% strengthening (weakening) of the U.S. dollar against these currencies would decrease (increase) the value of net working capital and pre-tax cash flows and earnings by approximately $10.4 million (2017 – $8.5 million).

b) Liquidity risks:

Liquidity risk is the risk that the Company will not have sufficient funds to meet its liabilities, such as the settlement of financial debt and lease obligations and payment to its suppliers. The Company maintains liquidity and makes adjustments to it in light of changes to economic conditions, underlying risks inherent in its operations and capital requirements to maintain and grow its operations. As at December 31, 2018, the Company had $256 million of cash and cash equivalents. In addition, the Company has an undrawn credit facility of $300 million provided by highly rated financial institutions that expires in December 2022.

In addition to the above-mentioned sources of liquidity, the Company monitors funding options available in the capital markets, as well as trends in the availability and costs of such funding, with a view to maintaining financial flexibility and limiting refinancing risks.

The expected cash flows of financial liabilities from the date of the balance sheet to the contractual maturity date are as follows:

 

As at December 31, 2018    Carrying
amount
     Contractual
cash flows
             1 year or less      1-3 years      3-5 years      More than
5 years
 

Trade and other payables 1

   $ 516,153      $ 516,153           $ 516,153      $      $      $  

Finance lease obligations

     198,374        370,274             32,222        65,628        66,201        206,223  

Long-term debt 2

     1,458,286        2,129,284             453,430        187,564        365,200        1,123,090  

Cash flow hedges 3

     105,721        123,615                 7,006        35,551        40,130        40,928  
     $         2,278,534      $         3,139,326               $         1,008,811      $         288,743      $         471,531      $         1,370,241  

 

1  

Excludes tax and accrued interest.

 

2  

Contractual cash flows include contractual interest payments related to debt obligations and finance lease obligations. Interest rates on variable rate debt are based on prevailing rates as at December 31, 2018.

 

3  

Cash flow hedges includes the impact of discounting and credit valuation adjustments

c) Credit risks:

Counterparty credit risk is the risk that the financial benefits of contracts with a specific counterparty will be lost if a counterparty defaults on its obligations under the contract. This includes any cash amounts owed to the Company by those counterparties, less any amounts owed to the counterparty by the Company where a legal right of offset exists and also includes the fair values of contracts with individual counterparties that are recorded in the financial statements.

Trade credit risk

Trade credit risk is defined as an unexpected loss in cash and earnings if the customer is unable to pay its obligations in due time or if the value of the security provided declines. The Company has implemented a credit policy that includes approvals for new customers, annual credit evaluations of all customers and specific approval for any exposures beyond approved limits. The

 

74      2018 Methanex Corporation Annual Report



Company employs a variety of risk-mitigation alternatives, including credit insurance, certain contractual rights in the event of deterioration in customer credit quality and various forms of bank and parent company guarantees and letters of credit to upgrade the credit risk to a credit rating equivalent or better than the stand-alone rating of the counterparty. Trade credit losses have historically been minimal and as at December 31, 2018 substantially all of the trade receivables were classified as current.

Cash and cash equivalents

To manage credit and liquidity risk, the Company’s investment policy specifies eligible types of investments, maximum counterparty exposure and minimum credit ratings. Therefore, the Company invests only in highly rated investment-grade instruments that have maturities of three months or less.

Derivative financial instruments

The Company’s hedging policies specify risk management objectives and strategies for undertaking hedge transactions. The policies also include eligible types of derivatives and required transaction approvals, as well as maximum counterparty exposures and minimum credit ratings. The Company does not use derivative financial instruments for trading or speculative purposes.

To manage credit risk, the Company only enters into derivative financial instruments with highly rated investment-grade counterparties. Hedge transactions are reviewed, approved and appropriately documented in accordance with Company policies.

20. Retirement plans:

a) Defined benefit pension plans:

The Company has non-contributory defined benefit pension plans covering certain employees. The Company does not provide any significant post-retirement benefits other than pension plan benefits. Information concerning the Company’s defined benefit pension plans, in aggregate, is as follows:

 

As at    Dec 31
2018
     Dec 31
2017
 

Accrued benefit obligations:

     

Balance, beginning of year

   $ 65,393      $ 60,771  

Current service cost

     1,981        1,879  

Past service cost

     1,279        812  

Interest cost on accrued benefit obligations

     2,247        2,242  

Benefit payments

     (3,558      (5,280

Actuarial (gain) loss

     (652      166  

Foreign exchange (gain) loss

     (6,072      4,803  

Balance, end of year

     60,618        65,393  

Fair values of plan assets:

     

Balance, beginning of year

     46,991        44,230  

Interest income on assets

     1,420        1,522  

Contributions

     2,452        1,970  

Benefit payments

     (3,558      (5,280

Return (loss) on plan assets

     (2,846      1,330  

Foreign exchange gain (loss)

     (3,504      3,219  

Balance, end of year

     40,955        46,991  

Unfunded status

     19,663        18,402  

Minimum funding requirement

             

Defined benefit obligation, net

   $         19,663      $         18,402  

The Company has an unfunded retirement obligation of $24.8 million as at December 31, 2018 (2017 – $25.1 million) for its employees in Chile that will be funded at retirement in accordance with Chilean law. The accrued benefit for the unfunded retirement arrangement in Chile is paid when an employee leaves the Company in accordance with plan terms and Chilean regulations. The Company estimates that it may make benefit payments based on actuarial assumptions related to the unfunded retirement obligation in Chile of $5.4 million in 2019. Actual benefit payments in future periods will fluctuate based on employee retirements.

 

2018 Methanex Corporation Annual Report      75



The Company has a net funded retirement asset of $4.7 million as at December 31, 2018 (2017 – $6.6 million) for certain employees and retirees in Canada and a net funded retirement asset of $0.4 million as at December 31, 2018 (2017 – $0.1 million) in Europe. The Company estimates that it will make additional contributions relating to its defined benefit pension plan in Canada of $0.9 million in 2019.

These defined benefit plans expose the Company to actuarial risks, such as longevity risk, currency risk, interest rate risk and market risk on the funded plans. Additionally, as the plans provide benefits to plan members predominantly in Canada and Chile, the plans expose the Company to foreign currency risk for funding requirements. The primary long-term risk is that the Company will not have sufficient plan assets and liquidity to meet obligations when they fall due. The weighted average duration of the net defined benefit obligation is 9 years.

The Company’s net defined benefit pension plan expense charged to the consolidated statements of income for the years ended December 31, 2018 and 2017 is as follows:

 

For the years ended December 31    2018      2017  

Net defined benefit pension plan expense:

     

Current service cost

   $ 1,981      $ 1,879  

Past service cost

     1,279        812  

Net interest cost

     827        720  
     $         4,087      $         3,411  

The Company’s current year actuarial gains (losses), recognized in the consolidated statements of comprehensive income for the years ended December 31, 2018 and 2017, are as follows:

 

For the years ended December 31    2018      2017  

Actuarial gain (loss)

   $         (1,483    $         564  

The Company had no minimum funding requirement for the years ended December 31, 2018 and 2017.

The Company uses a December 31 measurement date for its defined benefit pension plans. Actuarial reports for the Company’s defined benefit pension plans were prepared by independent actuaries for funding purposes as of December 31, 2016 in Canada. The next actuarial reports for funding purposes for the Company’s Canadian defined benefit pension plans are scheduled to be completed as of December 31, 2019.

The discount rate is the most significant actuarial assumption used in accounting for the defined benefit pension plans. As at December 31, 2018, the weighted average discount rate for the defined benefit obligation was 3.9% (2017 - 3.7%). A decrease of 1% in the weighted average discount rate at the end of the reporting period, while holding all other assumptions constant, would result in an increase to the defined benefit obligation of approximately $5.4 million.

The asset allocation for the defined benefit pension plan assets as at December 31, 2018 and 2017 is as follows:

 

As at    Dec 31
2018
     Dec 31
2017
 

Equity securities

     20      46

Debt securities

     57      29

Cash and other short-term securities

     23      25

Total

     100      100

The fair values of the above equity and debt instruments are determined based on quoted market prices in active markets whereas the fair values of cash and other short-term securities are not based on quoted market prices in active markets. The plan assets are held separately from those of the Company in funds under the control of trustees.

b) Defined contribution pension plans:

The Company has defined contribution pension plans. The Company’s funding obligations under the defined contribution pension plans are limited to making regular payments to the plans, based on a percentage of employee earnings. Total net pension expense for the defined contribution pension plans charged to operations during the year ended December 31, 2018 was $8.7 million (2017 - $8.1 million).

 

76      2018 Methanex Corporation Annual Report



21. Commitments and contingencies:

a) Take-or-pay purchase contracts and related commitments:

The Company has commitments under take-or-pay contracts to purchase natural gas, to pay for transportation capacity related to the delivery of natural gas and to purchase oxygen and other feedstock requirements up to 2035. The minimum estimated commitment under these contracts, except as noted below, is as follows:

As at December 31, 2018

 

2019    2020    2021    2022    2023    Thereafter

$    456,804

   $    369,401    $    371,345    $    340,595    $    319,509    $    1,502,356

In the above table, the Company has included natural gas commitments at the contractual volume and prices.

b) Argentina natural gas supply contracts:

The Company’s natural gas supply agreements with Argentine suppliers are on an interruptible basis and as such, the potential future purchase obligations under these agreements have been excluded from the table above.

c) Operating lease commitments:

The Company has future minimum lease payments under operating leases relating primarily to vessel charter, terminal facilities, office space, equipment and other operating lease commitments as follows:

As at December 31, 2018

 

2019    2020    2021    2022    2023    Thereafter

$    79,692

   $    70,896    $    49,325    $    47,749    $    55,147    $    124,480

The minimum lease payments relate to the right of use of the leased asset and exclude non-lease elements such as the reimbursement of operating costs.

For the year ended December 31, 2018, the Company recognized as an expense $186.8 million (2017 – expense of $181.4 million) relating to operating lease payments. The expense recognized includes amounts related to leased assets and the reimbursement of operating costs for time charter vessels.

d) Leased assets not yet in service:

The Company has future minimum lease payments under operating leases related to two time charter agreements for vessels which are currently under construction and expected to be delivered in 2019. The minimum lease payments under these leases have been excluded from the operating lease commitments table above as the contracts contain certain cancellation features which are dependent on the delivery of the vessels. Once delivered, these vessels will have a total minimum lease commitment of approximately $80 million per vessel over a 15 year life.

e) Purchased methanol:

The Company has marketing rights for 100% of the production from its jointly owned plants (the Atlas plant in Trinidad in which it has a 63.1% interest and the plant in Egypt in which it has a 50% interest), which results in purchase commitments of an additional 1.3 million tonnes per year of methanol offtake supply when these plants operate at capacity. As at December 31, 2018, the Company also had commitments to purchase methanol from other suppliers for approximately 1.2 million tonnes for 2019 and 1.2 million tonnes in aggregate thereafter. The pricing under these purchase commitments is referenced to pricing at the time of purchase or sale, and accordingly, no amounts have been included in the table above.

 

2018 Methanex Corporation Annual Report      77



22. Related parties:

The Company has interests in significant subsidiaries and joint ventures as follows:

 

Name    Country of
incorporation
     Principal activities      Interest %  
   Dec 31
2018
     Dec 31
2017
 

Significant subsidiaries:

           

Methanex Asia Pacific Limited

     Hong Kong        Marketing & distribution        100      100

Methanex Europe NV

     Belgium        Marketing & distribution        100      100

Methanex Methanol Company, LLC

     United States        Marketing & distribution        100      100

Egyptian Methanex Methanol Company S.A.E. (“Methanex Egypt”)

     Egypt        Production        50      50

Methanex Chile S.A.

     Chile        Production        100      100

Methanex New Zealand Limited

     New Zealand        Production        100      100

Methanex Trinidad (Titan) Unlimited

     Trinidad        Production        100      100

Methanex U.S.A. LLC

     United States        Production        100      100

Methanex Louisiana LLC

     United States        Production        100      100

Waterfront Shipping Company Limited 1

     Cayman Islands        Shipping        100      100

Significant joint ventures:

           

Atlas Methanol Company Unlimited 2

     Trinidad        Production        63.1      63.1

 

1  

Waterfront Shipping Company Limited has a controlling interest in multiple ocean going vessels owned through less than wholly-owned entities as disclosed in note 23.

 

2  

Summarized financial information for the group’s investment in Atlas is disclosed in note 6.

Transactions between the Company and Atlas are considered related party transactions and are included within the summarized financial information in note 6. Atlas revenue for the year ended December 31, 2018 of $512 million (2017 – $459 million) is a related party transaction as the Company has marketing rights for 100% of the methanol produced by Atlas. Balances outstanding with Atlas as at December 31, 2018 and provided in the summarized financial information in note 6 include receivables owing from Atlas to the Company of $10 million (2017 – $13 million), and payables to Atlas of $134 million (2017 – $89 million). The Company has total loans outstanding to Atlas as at December 31, 2018 of $76 million (2017 – $76 million) which are unsecured and due at maturity.

Remuneration of non-management directors and senior management, which includes the members of the executive leadership team, is as follows:

 

For the years ended December 31    2018      2017  

Short-term employee benefits

   $ 6,829      $ 5,214  

Post-employment benefits

     977        583  

Other long-term employee benefits

     52        43  

Share-based compensation expense (recovery) 1

     (4,725      40,668  

Total

   $         3,133      $         46,508  

 

1  

Balance includes realized and unrealized gains (losses) from share-based compensation awards granted.

 

78      2018 Methanex Corporation Annual Report



23. Non-controlling interests:

Set out below is summarized financial information for each of our subsidiaries that have non-controlling interests. The amounts disclosed are before inter-company eliminations.

 

As at   Dec 31 2018      Dec 31 2017  
     Methanex
Egypt
     Other 1      Total      Methanex
Egypt
     Other 1      Total  

Current assets

  $          158,903      $ 73,431      $          232,334      $          248,032      $ 27,240      $          275,272  

Non-current assets

    670,819                142,790        813,609        720,356                105,375        825,731  

Current liabilities

    (86,155      (13,625      (99,780      (231,259      (12,489      (243,748

Non-current liabilities

    (170,034      (165,766      (335,800      (293,184      (76,090      (369,274

Net assets

    573,533        36,830        610,363        443,945        44,036        487,981  

Carrying amount of Methanex non-controlling interests

  $ 275,303      $ 21,325      $ 296,628      $ 216,599      $ 27,748      $ 244,347  

 

For the years ended December 31   2018      2017  
     Methanex
Egypt
     Other 1      Total      Methanex
Egypt
     Other 1      Total  

Revenue

  $         404,936      $         34,759      $         439,695      $         285,017      $         32,094      $         317,111  

Net and total comprehensive income

    118,099        9,168        127,267        65,241        6,981        72,222  

Net and total comprehensive income attributable to Methanex non-controlling interests

    84,418        4,584        89,002        55,470        3,492        58,962  

Equity contributions by non-controlling interests

  $      $ 5      $ 5      $      $ 8,170      $ 8,170  

Distributions paid and accrued to non-controlling interests

  $ (25,715    $ (11,006    $ (36,721    $ (26,970    $ (4,330    $ (31,300

 

For the years ended December 31   2018      2017  
     Methanex
Egypt
     Other 1      Total      Methanex
Egypt
     Other 1      Total  

Cash flows from (used in) operating activities

  $          254,030      $         21,556      $          275,586      $         131,175      $         19,538      $         150,713  

Cash flows from (used in) financing activities

    (333,595      62,382        (271,213      (27,365      (3,250      (30,615

Cash flows from (used in) investing activities

  $ (3,619    $ (99,463    $ (103,082    $ (18,839    $ (605    $ (19,444

 

1  

Other is comprised of multiple ocean going vessels controlled by Waterfront Shipping Company Limited through less than wholly-owned entities.

 

2018 Methanex Corporation Annual Report      79