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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended June 30, 2013
|
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Delaware
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76-0346924
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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Large accelerated filer
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x
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Item
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Page
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June 30,
2013 |
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December 31,
2012 |
||||
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(in thousands of dollars, except
par values and share amounts)
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||||||
ASSETS
|
|
|
|
|
||||
Current assets
|
|
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|
||||
Cash and cash equivalents
|
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$
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625,501
|
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$
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790,078
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Marketable securities
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29,969
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124,873
|
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Accounts receivable, net
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475,638
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400,159
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|
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Inventories
|
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427,139
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399,298
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Prepaid expenses and other current assets
|
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20,773
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14,700
|
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Deferred income taxes
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22,103
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22,305
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Total current assets
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1,601,123
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1,751,413
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Property, plant and equipment, net
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1,785,574
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1,510,048
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Equity investments
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48,480
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43,736
|
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Other assets, net
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|
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Intangible assets, net
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161,324
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48,292
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Deferred charges and other assets, net
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111,834
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58,707
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Total other assets, net
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273,158
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106,999
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Total assets
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$
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3,708,335
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$
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3,412,196
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LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
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||||
Current liabilities
|
|
|
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|
||||
Accounts payable
|
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$
|
247,007
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$
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217,050
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Accrued liabilities
|
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147,449
|
|
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181,460
|
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Total current liabilities
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394,456
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398,510
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Long-term debt
|
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763,820
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763,761
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Deferred income taxes
|
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386,789
|
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326,290
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Other liabilities
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50,784
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51,379
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Total liabilities
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1,595,849
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1,539,940
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Commitments and contingencies (Notes 7 and 16)
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Stockholders' equity
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Preferred stock, $0.01 par value, 50,000,000 shares authorized;
no shares issued and outstanding
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—
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—
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Common stock, $0.01 par value, 150,000,000 shares authorized;
67,258,512 and 67,187,224 shares issued at June 30, 2013
and December 31, 2012, respectively
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673
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|
|
672
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Common stock, held in treasury, at cost; 446,825 and 284,493 shares
at June 30, 2013 and December 31, 2012, respectively
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(26,585
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)
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(13,302
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)
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Additional paid-in capital
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506,609
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496,254
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Retained earnings
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1,643,515
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1,399,472
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Accumulated other comprehensive loss
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(11,726
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)
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(10,840
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)
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Total stockholders' equity
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2,112,486
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1,872,256
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Total liabilities and stockholders' equity
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$
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3,708,335
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$
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3,412,196
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Three Months Ended June 30,
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Six Months Ended June 30,
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||||||||||||
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2013
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2012
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2013
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2012
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||||||||
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(in thousands of dollars, except per share data and share amounts)
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||||||||||||||
Net sales
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$
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939,047
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$
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913,958
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$
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1,803,694
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$
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1,948,825
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Cost of sales
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665,560
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712,062
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1,302,398
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1,574,292
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||||
Gross profit
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273,487
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201,896
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501,296
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374,533
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Selling, general and administrative expenses
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38,260
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30,918
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72,014
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57,930
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Income from operations
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235,227
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170,978
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|
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429,282
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316,603
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|
||||
Other income (expense)
|
|
|
|
|
|
|
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||||||||
Interest expense
|
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(5,343
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)
|
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(11,571
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)
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(11,624
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)
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(23,748
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)
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||||
Gain from sales of equity securities
|
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—
|
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15,952
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—
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15,952
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Other (expense) income, net
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(95
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)
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1,107
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3,424
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2,454
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Income before income taxes
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229,789
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176,466
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|
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421,082
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|
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311,261
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|
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Provision for income taxes
|
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83,973
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60,965
|
|
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151,919
|
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107,947
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||||
Net income
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$
|
145,816
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$
|
115,501
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$
|
269,163
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$
|
203,314
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Earnings per share:
|
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||||||||
Basic
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$
|
2.18
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$
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1.73
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$
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4.02
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$
|
3.05
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Diluted
|
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$
|
2.17
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$
|
1.72
|
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$
|
4.01
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$
|
3.03
|
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Weighted average shares outstanding:
|
|
|
|
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||||||||
Basic
|
|
66,629,609
|
|
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66,298,633
|
|
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66,627,661
|
|
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66,203,965
|
|
||||
Diluted
|
|
66,895,595
|
|
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66,648,896
|
|
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66,902,273
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|
|
66,603,706
|
|
||||
Dividends per common share
|
|
$
|
0.1875
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|
|
$
|
0.0738
|
|
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$
|
0.3750
|
|
|
$
|
0.1475
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
|
|
(in thousands of dollars)
|
||||||||||||||
Net income
|
|
$
|
145,816
|
|
|
$
|
115,501
|
|
|
$
|
269,163
|
|
|
$
|
203,314
|
|
Other comprehensive (loss) income
|
|
|
|
|
|
|
|
|
||||||||
Pension and other post-retirement benefits liability
|
|
|
|
|
|
|
|
|
||||||||
Pension and other post-retirement reserves
adjustment (excluding amortization)
|
|
(489
|
)
|
|
71
|
|
|
(489
|
)
|
|
71
|
|
||||
Amortization of benefits liability
|
|
695
|
|
|
584
|
|
|
1,309
|
|
|
1,162
|
|
||||
Income tax provision on pension and other
post-retirement benefits liability
|
|
(80
|
)
|
|
(251
|
)
|
|
(316
|
)
|
|
(473
|
)
|
||||
Foreign currency translation adjustments
|
|
(820
|
)
|
|
(449
|
)
|
|
(1,390
|
)
|
|
63
|
|
||||
Cash flow hedges
|
|
|
|
|
|
|
|
|
||||||||
Net unrealized losses on hedges
|
|
—
|
|
|
(813
|
)
|
|
—
|
|
|
(813
|
)
|
||||
Income tax benefit on hedges
|
|
—
|
|
|
292
|
|
|
—
|
|
|
292
|
|
||||
Available-for-sale investments
|
|
|
|
|
|
|
|
|
||||||||
Unrealized holding (losses) gains
on investments
|
|
—
|
|
|
(11,231
|
)
|
|
—
|
|
|
14,243
|
|
||||
Income tax benefit (provision) on unrealized
holding (losses) gains
|
|
—
|
|
|
4,028
|
|
|
—
|
|
|
(5,108
|
)
|
||||
Reclassification of net realized gain to
net income
|
|
—
|
|
|
(10,232
|
)
|
|
—
|
|
|
(10,232
|
)
|
||||
Other comprehensive loss
|
|
(694
|
)
|
|
(18,001
|
)
|
|
(886
|
)
|
|
(795
|
)
|
||||
Comprehensive income
|
|
$
|
145,122
|
|
|
$
|
97,500
|
|
|
$
|
268,277
|
|
|
$
|
202,519
|
|
|
|
Six Months Ended June 30,
|
||||||
|
|
2013
|
|
2012
|
||||
|
|
(in thousands of dollars)
|
||||||
Cash flows from operating activities
|
|
|
|
|
||||
Net income
|
|
$
|
269,163
|
|
|
$
|
203,314
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
75,566
|
|
|
71,177
|
|
||
Provision for (recovery of) doubtful accounts
|
|
3,607
|
|
|
(161
|
)
|
||
Amortization of debt issuance costs
|
|
729
|
|
|
801
|
|
||
Stock-based compensation expense
|
|
3,124
|
|
|
3,125
|
|
||
Loss from disposition of fixed assets
|
|
4,125
|
|
|
688
|
|
||
Gain from sales of equity securities
|
|
—
|
|
|
(15,952
|
)
|
||
Deferred income taxes
|
|
60,425
|
|
|
6,720
|
|
||
Windfall tax benefits from share-based payment arrangements
|
|
(4,576
|
)
|
|
(6,468
|
)
|
||
Equity in loss of joint ventures
|
|
1,369
|
|
|
1,926
|
|
||
Changes in operating assets and liabilities
|
|
|
|
|
||||
Accounts receivable
|
|
(61,494
|
)
|
|
(11,105
|
)
|
||
Inventories
|
|
(1,893
|
)
|
|
83,653
|
|
||
Prepaid expenses and other current assets
|
|
(7,947
|
)
|
|
(2,920
|
)
|
||
Accounts payable
|
|
5,217
|
|
|
(17,043
|
)
|
||
Accrued liabilities
|
|
(32,382
|
)
|
|
(6,369
|
)
|
||
Other, net
|
|
(59,553
|
)
|
|
4,760
|
|
||
Net cash provided by operating activities
|
|
255,480
|
|
|
316,146
|
|
||
Cash flows from investing activities
|
|
|
|
|
||||
Acquisition of business
|
|
(178,309
|
)
|
|
—
|
|
||
Additions to equity investments
|
|
(6,113
|
)
|
|
—
|
|
||
Additions to property, plant and equipment
|
|
(297,873
|
)
|
|
(140,568
|
)
|
||
Construction of assets pending sale-leaseback
|
|
(136
|
)
|
|
(1,760
|
)
|
||
Proceeds from disposition of assets
|
|
62
|
|
|
415
|
|
||
Proceeds from repayment of loan to affiliate
|
|
167
|
|
|
596
|
|
||
Proceeds from sales and maturities of securities
|
|
209,785
|
|
|
46,027
|
|
||
Purchase of securities
|
|
(114,881
|
)
|
|
(2,961
|
)
|
||
Settlements of derivative instruments
|
|
(1,588
|
)
|
|
511
|
|
||
Net cash used for investing activities
|
|
(388,886
|
)
|
|
(97,740
|
)
|
||
Cash flows from financing activities
|
|
|
|
|
||||
Capitalized debt issuance costs
|
|
—
|
|
|
(98
|
)
|
||
Dividends paid
|
|
(25,120
|
)
|
|
(9,838
|
)
|
||
Proceeds from exercise of stock options
|
|
2,656
|
|
|
4,508
|
|
||
Repurchase of common stock for treasury
|
|
(13,283
|
)
|
|
(10,784
|
)
|
||
Utilization of restricted cash
|
|
—
|
|
|
75,975
|
|
||
Windfall tax benefits from share-based payment arrangements
|
|
4,576
|
|
|
6,468
|
|
||
Net cash (used for) provided by financing activities
|
|
(31,171
|
)
|
|
66,231
|
|
||
Net (decrease) increase in cash and cash equivalents
|
|
(164,577
|
)
|
|
284,637
|
|
||
Cash and cash equivalents at beginning of period
|
|
790,078
|
|
|
825,901
|
|
||
Cash and cash equivalents at end of period
|
|
$
|
625,501
|
|
|
$
|
1,110,538
|
|
|
|
June 30,
2013 |
|
December 31,
2012 |
||||
Trade customers
|
|
$
|
441,840
|
|
|
$
|
388,949
|
|
Affiliates
|
|
310
|
|
|
258
|
|
||
Allowance for doubtful accounts
|
|
(9,834
|
)
|
|
(11,172
|
)
|
||
|
|
432,316
|
|
|
378,035
|
|
||
Federal and state taxes
|
|
29,802
|
|
|
4,011
|
|
||
Other
|
|
13,520
|
|
|
18,113
|
|
||
Accounts receivable, net
|
|
$
|
475,638
|
|
|
$
|
400,159
|
|
|
|
June 30,
2013 |
|
December 31,
2012 |
||||
Finished products
|
|
$
|
203,434
|
|
|
$
|
200,940
|
|
Feedstock, additives and chemicals
|
|
166,213
|
|
|
143,912
|
|
||
Materials and supplies
|
|
57,492
|
|
|
54,446
|
|
||
Inventories
|
|
$
|
427,139
|
|
|
$
|
399,298
|
|
|
|
June 30,
2013 |
|
December 31,
2012 |
||||
3.60% senior notes due 2022
|
|
$
|
248,931
|
|
|
$
|
248,872
|
|
6 ½% senior notes due 2029
|
|
100,000
|
|
|
100,000
|
|
||
6 ¾% senior notes due 2032
|
|
250,000
|
|
|
250,000
|
|
||
6 ½% senior notes due 2035 (the "6 ½% GO Zone Senior Notes Due 2035")
|
|
89,000
|
|
|
89,000
|
|
||
6 ½% senior notes due 2035 (the "6 ½% IKE Zone Senior Notes Due 2035")
|
|
65,000
|
|
|
65,000
|
|
||
Loan related to tax-exempt waste disposal revenue bonds due 2027
|
|
10,889
|
|
|
10,889
|
|
||
Long-term debt, net
|
|
$
|
763,820
|
|
|
$
|
763,761
|
|
|
|
Derivative Assets
|
||||||||
|
|
Balance Sheet Location
|
|
Fair Value as of
|
||||||
|
|
June 30,
2013 |
|
December 31,
2012 |
||||||
Designated as hedging instruments
|
|
|
|
|
|
|
||||
Commodity forward contracts
|
|
Accounts receivable, net
|
|
$
|
6,720
|
|
|
$
|
13,032
|
|
Not designated as hedging instruments
|
|
|
|
|
|
|
||||
Commodity forward contracts
|
|
Accounts receivable, net
|
|
2,330
|
|
|
1,395
|
|
||
Total derivative assets
|
|
|
|
$
|
9,050
|
|
|
$
|
14,427
|
|
|
|
Derivative Liabilities
|
||||||||
|
|
Balance Sheet Location
|
|
Fair Value as of
|
||||||
|
|
June 30,
2013 |
|
December 31,
2012 |
||||||
Designated as hedging instruments
|
|
|
|
|
|
|
||||
Commodity forward contracts
|
|
Accrued liabilities
|
|
$
|
—
|
|
|
$
|
399
|
|
Not designated as hedging instruments
|
|
|
|
|
|
|
||||
Commodity forward contracts
|
|
Accrued liabilities
|
|
7,244
|
|
|
13,295
|
|
||
Total derivative liabilities
|
|
|
|
$
|
7,244
|
|
|
$
|
13,694
|
|
Derivatives Not Designated as
Hedging Instruments
|
|
Location of Gain (Loss)
Recognized in
Income on Derivative
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||||||
Commodity forward contracts
|
|
Cost of sales
|
|
$
|
9,382
|
|
|
$
|
(1,592
|
)
|
|
$
|
16,717
|
|
|
$
|
(1,031
|
)
|
|
|
June 30, 2013
|
||||||||||
|
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
Derivative instruments
|
|
|
|
|
|
|
||||||
Risk management assets - Commodity forward contracts
|
|
$
|
1,740
|
|
|
$
|
7,310
|
|
|
$
|
9,050
|
|
Risk management liabilities - Commodity forward contracts
|
|
(15
|
)
|
|
(7,229
|
)
|
|
(7,244
|
)
|
|||
Firm commitments
|
|
|
|
|
|
|
||||||
Hedged portion of firm commitment
|
|
—
|
|
|
(6,720
|
)
|
|
(6,720
|
)
|
|||
|
|
|
|
|
|
|
||||||
|
|
December 31, 2012
|
||||||||||
|
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
Derivative instruments
|
|
|
|
|
|
|
||||||
Risk management assets - Commodity forward contracts
|
|
$
|
1,395
|
|
|
$
|
13,032
|
|
|
$
|
14,427
|
|
Risk management liabilities - Commodity forward contracts
|
|
—
|
|
|
(13,694
|
)
|
|
(13,694
|
)
|
|||
Firm commitments
|
|
|
|
|
|
|
||||||
Hedged portion of firm commitment
|
|
—
|
|
|
399
|
|
|
399
|
|
|||
Hedged portion of firm commitment
|
|
—
|
|
|
(13,032
|
)
|
|
(13,032
|
)
|
|
|
June 30, 2013
|
|
December 31, 2012
|
||||||||||||
|
|
Carrying
Value
|
|
Fair
Value
|
|
Carrying
Value
|
|
Fair
Value
|
||||||||
3.60% senior notes due 2022
|
|
$
|
248,931
|
|
|
$
|
238,690
|
|
|
$
|
248,872
|
|
|
$
|
251,125
|
|
6 ½% senior notes due 2029
|
|
100,000
|
|
|
117,484
|
|
|
100,000
|
|
|
119,738
|
|
||||
6 ¾% senior notes due 2032
|
|
250,000
|
|
|
268,750
|
|
|
250,000
|
|
|
283,168
|
|
||||
6 ½% GO Zone Senior Notes Due 2035
|
|
89,000
|
|
|
104,480
|
|
|
89,000
|
|
|
102,095
|
|
||||
6 ½% IKE Zone Senior Notes Due 2035
|
|
65,000
|
|
|
76,305
|
|
|
65,000
|
|
|
74,564
|
|
||||
Loan related to tax-exempt waste disposal revenue
bonds due 2027
|
|
10,889
|
|
|
10,889
|
|
|
10,889
|
|
|
10,889
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Net income
|
|
$
|
145,816
|
|
|
$
|
115,501
|
|
|
$
|
269,163
|
|
|
$
|
203,314
|
|
Less:
|
|
|
|
|
|
|
|
|
||||||||
Net income attributable to participating securities
|
|
(512
|
)
|
|
(606
|
)
|
|
(1,091
|
)
|
|
(1,240
|
)
|
||||
Net income attributable to common shareholders
|
|
$
|
145,304
|
|
|
$
|
114,895
|
|
|
$
|
268,072
|
|
|
$
|
202,074
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Weighted average common shares—basic
|
|
66,629,609
|
|
|
66,298,633
|
|
|
66,627,661
|
|
|
66,203,965
|
|
||||
Plus incremental shares from:
|
|
|
|
|
|
|
|
|
||||||||
Assumed exercise of options
|
|
265,986
|
|
|
350,263
|
|
|
274,612
|
|
|
399,741
|
|
||||
Weighted average common shares—diluted
|
|
66,895,595
|
|
|
66,648,896
|
|
|
66,902,273
|
|
|
66,603,706
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Earnings per share:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
2.18
|
|
|
$
|
1.73
|
|
|
$
|
4.02
|
|
|
$
|
3.05
|
|
Diluted
|
|
$
|
2.17
|
|
|
$
|
1.72
|
|
|
$
|
4.01
|
|
|
$
|
3.03
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||||||||||||
|
|
Pension
|
|
Post-retirement
Healthcare
|
|
Pension
|
|
Post-retirement
Healthcare
|
||||||||||||||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||||||||||
Service cost
|
|
$
|
275
|
|
|
$
|
250
|
|
|
$
|
2
|
|
|
$
|
2
|
|
|
$
|
539
|
|
|
$
|
504
|
|
|
$
|
5
|
|
|
$
|
5
|
|
Interest cost
|
|
515
|
|
|
645
|
|
|
147
|
|
|
185
|
|
|
1,016
|
|
|
1,291
|
|
|
294
|
|
|
370
|
|
||||||||
Expected return on plan assets
|
|
(713
|
)
|
|
(623
|
)
|
|
—
|
|
|
—
|
|
|
(1,427
|
)
|
|
(1,244
|
)
|
|
—
|
|
|
—
|
|
||||||||
Amortization of prior
service cost
|
|
74
|
|
|
74
|
|
|
21
|
|
|
21
|
|
|
148
|
|
|
148
|
|
|
42
|
|
|
42
|
|
||||||||
Amortization of net loss
|
|
510
|
|
|
445
|
|
|
90
|
|
|
44
|
|
|
940
|
|
|
884
|
|
|
179
|
|
|
88
|
|
||||||||
Net periodic benefit cost
|
|
$
|
661
|
|
|
$
|
791
|
|
|
$
|
260
|
|
|
$
|
252
|
|
|
$
|
1,216
|
|
|
$
|
1,583
|
|
|
$
|
520
|
|
|
$
|
505
|
|
|
|
Benefits
Liability,
Net of Tax
|
|
Cumulative
Foreign
Currency
Exchange
|
|
Total
|
||||||
Balances at December 31, 2012
|
|
$
|
(16,351
|
)
|
|
$
|
5,511
|
|
|
$
|
(10,840
|
)
|
Other comprehensive loss before reclassifications
|
|
(301
|
)
|
|
(1,390
|
)
|
|
(1,691
|
)
|
|||
Amounts reclassified from accumulated other comprehensive loss
|
|
805
|
|
|
—
|
|
|
805
|
|
|||
Net other comprehensive income (loss) for the period
|
|
504
|
|
|
(1,390
|
)
|
|
(886
|
)
|
|||
Balances at June 30, 2013
|
|
$
|
(15,847
|
)
|
|
$
|
4,121
|
|
|
$
|
(11,726
|
)
|
Details about Accumulated Other Comprehensive
Income (Loss) Components
|
|
Location of Reclassification
(Income (Expense)) in
Consolidated Statements
of Operations
|
|
Three Months Ended June 30, 2013
|
|
Six Months Ended June 30, 2013
|
||||
Amortization of pension and other post-retirement items
|
|
|
|
|
|
|
||||
Prior service costs
|
|
(1)
|
|
$
|
(95
|
)
|
|
$
|
(190
|
)
|
Net loss
|
|
(1)
|
|
(600
|
)
|
|
(1,119
|
)
|
||
|
|
|
|
(695
|
)
|
|
(1,309
|
)
|
||
|
|
Provision for income taxes
|
|
268
|
|
|
504
|
|
||
Total reclassifications for the period
|
|
|
|
$
|
(427
|
)
|
|
$
|
(805
|
)
|
(1)
|
These accumulated other comprehensive loss components are included in the computation of net periodic benefit cost. For additional information, please read Note 8 (Employee Benefits) to the financial statements included in the
2012
Form 10-K.
|
Fair value of consideration transferred:
|
|
||
Cash
|
$
|
178,309
|
|
|
|
||
Preliminary allocation of consideration transferred to net assets acquired:
|
|
||
Accounts receivable
(1)
|
$
|
17,695
|
|
Inventories
|
25,948
|
|
|
Property, plant and equipment
|
31,416
|
|
|
Intangible assets:
|
|
||
Customer relationships (weighted average life of 15 years)
|
58,200
|
|
|
Trademarks
|
5,200
|
|
|
Developed technology (weighted average life of 15 years)
|
18,900
|
|
|
Other intangibles (weighted average life of 2 years)
|
300
|
|
|
Current liabilities
|
(10,595
|
)
|
|
Other liabilities
|
(26
|
)
|
|
Total identifiable net assets
|
147,038
|
|
|
Goodwill
(2)
|
31,271
|
|
|
Consideration transferred
|
$
|
178,309
|
|
(1)
|
The fair value of accounts receivable acquired is
$17,695
, with the gross contractual amount being
$17,772
. The Company expects
$77
to be uncollectible.
|
(2)
|
The goodwill recognized is primarily attributable to synergies from the Company's vinyls integration strategy expected to arise from the Company's PFG acquisition, as well as intangible assets that do not qualify for separate recognition. The goodwill is expected to be deductible for income tax purposes. The Company has not yet completed the process of assigning the goodwill to its reporting units.
|
Fair value of assets acquired
|
$
|
188,930
|
|
Cash paid
|
(178,309
|
)
|
|
Liabilities assumed
|
$
|
10,621
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Net external sales
|
|
|
|
|
|
|
|
|
||||||||
Olefins
|
|
|
|
|
|
|
|
|
||||||||
Polyethylene
|
|
$
|
413,693
|
|
|
$
|
398,023
|
|
|
$
|
834,461
|
|
|
$
|
843,443
|
|
Styrene, feedstock and other
|
|
209,648
|
|
|
274,696
|
|
|
371,725
|
|
|
561,547
|
|
||||
Total Olefins
|
|
623,341
|
|
|
672,719
|
|
|
1,206,186
|
|
|
1,404,990
|
|
||||
Vinyls
|
|
|
|
|
|
|
|
|
||||||||
PVC, caustic soda and other
|
|
205,104
|
|
|
163,623
|
|
|
400,350
|
|
|
378,006
|
|
||||
Building products
|
|
110,602
|
|
|
77,616
|
|
|
197,158
|
|
|
165,829
|
|
||||
Total Vinyls
|
|
315,706
|
|
|
241,239
|
|
|
597,508
|
|
|
543,835
|
|
||||
|
|
$
|
939,047
|
|
|
$
|
913,958
|
|
|
$
|
1,803,694
|
|
|
$
|
1,948,825
|
|
|
|
|
|
|
|
|
|
|
||||||||
Intersegment sales
|
|
|
|
|
|
|
|
|
||||||||
Olefins
|
|
$
|
74,870
|
|
|
$
|
69,443
|
|
|
$
|
145,153
|
|
|
$
|
170,900
|
|
Vinyls
|
|
444
|
|
|
388
|
|
|
708
|
|
|
776
|
|
||||
|
|
$
|
75,314
|
|
|
$
|
69,831
|
|
|
$
|
145,861
|
|
|
$
|
171,676
|
|
|
|
|
|
|
|
|
|
|
||||||||
Income (loss) from operations
|
|
|
|
|
|
|
|
|
||||||||
Olefins
|
|
$
|
187,661
|
|
|
$
|
155,891
|
|
|
$
|
348,719
|
|
|
$
|
285,098
|
|
Vinyls
|
|
52,906
|
|
|
22,583
|
|
|
96,569
|
|
|
43,665
|
|
||||
Corporate and other
|
|
(5,340
|
)
|
|
(7,496
|
)
|
|
(16,006
|
)
|
|
(12,160
|
)
|
||||
|
|
$
|
235,227
|
|
|
$
|
170,978
|
|
|
$
|
429,282
|
|
|
$
|
316,603
|
|
|
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization
|
|
|
|
|
|
|
|
|
||||||||
Olefins
|
|
$
|
26,554
|
|
|
$
|
24,070
|
|
|
$
|
49,900
|
|
|
$
|
47,833
|
|
Vinyls
|
|
13,534
|
|
|
11,589
|
|
|
25,418
|
|
|
23,098
|
|
||||
Corporate and other
|
|
122
|
|
|
124
|
|
|
248
|
|
|
246
|
|
||||
|
|
$
|
40,210
|
|
|
$
|
35,783
|
|
|
$
|
75,566
|
|
|
$
|
71,177
|
|
|
|
|
|
|
|
|
|
|
||||||||
Other income (expense), net
|
|
|
|
|
|
|
|
|
||||||||
Olefins
|
|
$
|
1,151
|
|
|
$
|
1,001
|
|
|
$
|
5,162
|
|
|
$
|
1,957
|
|
Vinyls
|
|
(520
|
)
|
|
(272
|
)
|
|
(946
|
)
|
|
(31
|
)
|
||||
Corporate and other
|
|
(726
|
)
|
|
378
|
|
|
(792
|
)
|
|
528
|
|
||||
|
|
$
|
(95
|
)
|
|
$
|
1,107
|
|
|
$
|
3,424
|
|
|
$
|
2,454
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Provision for (benefit from) income taxes
|
|
|
|
|
|
|
|
|
||||||||
Olefins
|
|
$
|
70,140
|
|
|
$
|
52,345
|
|
|
$
|
125,617
|
|
|
$
|
94,520
|
|
Vinyls
|
|
19,690
|
|
|
6,417
|
|
|
33,410
|
|
|
12,433
|
|
||||
Corporate and other
|
|
(5,857
|
)
|
|
2,203
|
|
|
(7,108
|
)
|
|
994
|
|
||||
|
|
$
|
83,973
|
|
|
$
|
60,965
|
|
|
$
|
151,919
|
|
|
$
|
107,947
|
|
|
|
|
|
|
|
|
|
|
||||||||
Capital expenditures
|
|
|
|
|
|
|
|
|
||||||||
Olefins
|
|
$
|
28,040
|
|
|
$
|
27,821
|
|
|
$
|
78,080
|
|
|
$
|
45,302
|
|
Vinyls
|
|
118,983
|
|
|
45,994
|
|
|
219,300
|
|
|
92,834
|
|
||||
Corporate and other
|
|
66
|
|
|
1,851
|
|
|
493
|
|
|
2,432
|
|
||||
|
|
$
|
147,089
|
|
|
$
|
75,666
|
|
|
$
|
297,873
|
|
|
$
|
140,568
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Income from operations
|
|
$
|
235,227
|
|
|
$
|
170,978
|
|
|
$
|
429,282
|
|
|
$
|
316,603
|
|
Interest expense
|
|
(5,343
|
)
|
|
(11,571
|
)
|
|
(11,624
|
)
|
|
(23,748
|
)
|
||||
Gain from sales of equity securities
|
|
—
|
|
|
15,952
|
|
|
—
|
|
|
15,952
|
|
||||
Other (expense) income, net
|
|
(95
|
)
|
|
1,107
|
|
|
3,424
|
|
|
2,454
|
|
||||
Income before income taxes
|
|
$
|
229,789
|
|
|
$
|
176,466
|
|
|
$
|
421,082
|
|
|
$
|
311,261
|
|
|
|
June 30,
2013 |
|
December 31,
2012 |
||||
Total assets
|
|
|
|
|
||||
Olefins
|
|
$
|
1,561,993
|
|
|
$
|
1,439,308
|
|
Vinyls
|
|
1,421,784
|
|
|
1,030,912
|
|
||
Corporate and other
|
|
724,558
|
|
|
941,976
|
|
||
|
|
$
|
3,708,335
|
|
|
$
|
3,412,196
|
|
|
|
Olefins Segment
|
|
Vinyls Segment
|
|
Total
|
||||||
Balance at December 31, 2012
|
|
$
|
29,990
|
|
|
$
|
—
|
|
|
$
|
29,990
|
|
Goodwill acquired during the period
|
|
—
|
|
|
31,271
|
|
|
31,271
|
|
|||
Balance at June 30, 2013
|
|
$
|
29,990
|
|
|
$
|
31,271
|
|
|
$
|
61,261
|
|
|
|
Westlake
Chemical
Corporation
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Balance Sheet
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
592,311
|
|
|
$
|
3,464
|
|
|
$
|
29,726
|
|
|
$
|
—
|
|
|
$
|
625,501
|
|
Marketable securities
|
|
29,969
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29,969
|
|
|||||
Accounts receivable, net
|
|
16,924
|
|
|
681,485
|
|
|
6,087
|
|
|
(228,858
|
)
|
|
475,638
|
|
|||||
Inventories
|
|
—
|
|
|
411,030
|
|
|
16,109
|
|
|
—
|
|
|
427,139
|
|
|||||
Prepaid expenses and other
current assets
|
|
130
|
|
|
18,569
|
|
|
2,074
|
|
|
—
|
|
|
20,773
|
|
|||||
Deferred income taxes
|
|
431
|
|
|
21,581
|
|
|
91
|
|
|
—
|
|
|
22,103
|
|
|||||
Total current assets
|
|
639,765
|
|
|
1,136,129
|
|
|
54,087
|
|
|
(228,858
|
)
|
|
1,601,123
|
|
|||||
Property, plant and equipment, net
|
|
—
|
|
|
1,777,888
|
|
|
7,686
|
|
|
—
|
|
|
1,785,574
|
|
|||||
Equity investments
|
|
2,464,841
|
|
|
81,679
|
|
|
31,769
|
|
|
(2,529,809
|
)
|
|
48,480
|
|
|||||
Other assets, net
|
|
17,537
|
|
|
261,704
|
|
|
1,112
|
|
|
(7,195
|
)
|
|
273,158
|
|
|||||
Total assets
|
|
$
|
3,122,143
|
|
|
$
|
3,257,400
|
|
|
$
|
94,654
|
|
|
$
|
(2,765,862
|
)
|
|
$
|
3,708,335
|
|
Current liabilities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
|
$
|
243,394
|
|
|
$
|
227,969
|
|
|
$
|
9,845
|
|
|
$
|
(234,201
|
)
|
|
$
|
247,007
|
|
Accrued liabilities
|
|
13,332
|
|
|
127,893
|
|
|
881
|
|
|
5,343
|
|
|
147,449
|
|
|||||
Total current liabilities
|
|
256,726
|
|
|
355,862
|
|
|
10,726
|
|
|
(228,858
|
)
|
|
394,456
|
|
|||||
Long-term debt
|
|
752,931
|
|
|
10,889
|
|
|
—
|
|
|
—
|
|
|
763,820
|
|
|||||
Deferred income taxes
|
|
—
|
|
|
393,249
|
|
|
735
|
|
|
(7,195
|
)
|
|
386,789
|
|
|||||
Other liabilities
|
|
—
|
|
|
50,744
|
|
|
40
|
|
|
—
|
|
|
50,784
|
|
|||||
Stockholders' equity
|
|
2,112,486
|
|
|
2,446,656
|
|
|
83,153
|
|
|
(2,529,809
|
)
|
|
2,112,486
|
|
|||||
Total liabilities and
stockholders' equity |
|
$
|
3,122,143
|
|
|
$
|
3,257,400
|
|
|
$
|
94,654
|
|
|
$
|
(2,765,862
|
)
|
|
$
|
3,708,335
|
|
|
|
Westlake
Chemical
Corporation
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Balance Sheet
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
753,881
|
|
|
$
|
6,973
|
|
|
$
|
29,224
|
|
|
$
|
—
|
|
|
$
|
790,078
|
|
Marketable securities
|
|
124,873
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
124,873
|
|
|||||
Accounts receivable, net
|
|
7,933
|
|
|
1,675,274
|
|
|
2,959
|
|
|
(1,286,007
|
)
|
|
400,159
|
|
|||||
Inventories
|
|
—
|
|
|
385,140
|
|
|
14,158
|
|
|
—
|
|
|
399,298
|
|
|||||
Prepaid expenses and other
current assets
|
|
389
|
|
|
11,386
|
|
|
2,925
|
|
|
—
|
|
|
14,700
|
|
|||||
Deferred income taxes
|
|
431
|
|
|
21,581
|
|
|
293
|
|
|
—
|
|
|
22,305
|
|
|||||
Total current assets
|
|
887,507
|
|
|
2,100,354
|
|
|
49,559
|
|
|
(1,286,007
|
)
|
|
1,751,413
|
|
|||||
Property, plant and equipment, net
|
|
—
|
|
|
1,502,902
|
|
|
7,146
|
|
|
—
|
|
|
1,510,048
|
|
|||||
Equity investments
|
|
3,018,926
|
|
|
65,448
|
|
|
32,923
|
|
|
(3,073,561
|
)
|
|
43,736
|
|
|||||
Other assets, net
|
|
17,033
|
|
|
94,678
|
|
|
1,252
|
|
|
(5,964
|
)
|
|
106,999
|
|
|||||
Total assets
|
|
$
|
3,923,466
|
|
|
$
|
3,763,382
|
|
|
$
|
90,880
|
|
|
$
|
(4,365,532
|
)
|
|
$
|
3,412,196
|
|
Current liabilities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
|
$
|
1,285,530
|
|
|
$
|
192,443
|
|
|
$
|
13,969
|
|
|
$
|
(1,274,892
|
)
|
|
$
|
217,050
|
|
Accrued liabilities
|
|
12,808
|
|
|
178,915
|
|
|
852
|
|
|
(11,115
|
)
|
|
181,460
|
|
|||||
Total current liabilities
|
|
1,298,338
|
|
|
371,358
|
|
|
14,821
|
|
|
(1,286,007
|
)
|
|
398,510
|
|
|||||
Long-term debt
|
|
752,872
|
|
|
10,889
|
|
|
—
|
|
|
—
|
|
|
763,761
|
|
|||||
Deferred income taxes
|
|
—
|
|
|
331,320
|
|
|
934
|
|
|
(5,964
|
)
|
|
326,290
|
|
|||||
Other liabilities
|
|
—
|
|
|
51,312
|
|
|
67
|
|
|
—
|
|
|
51,379
|
|
|||||
Stockholders' equity
|
|
1,872,256
|
|
|
2,998,503
|
|
|
75,058
|
|
|
(3,073,561
|
)
|
|
1,872,256
|
|
|||||
Total liabilities and
stockholders' equity |
|
$
|
3,923,466
|
|
|
$
|
3,763,382
|
|
|
$
|
90,880
|
|
|
$
|
(4,365,532
|
)
|
|
$
|
3,412,196
|
|
|
|
Westlake
Chemical
Corporation
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Statement of Operations
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$
|
—
|
|
|
$
|
928,782
|
|
|
$
|
13,684
|
|
|
$
|
(3,419
|
)
|
|
$
|
939,047
|
|
Cost of sales
|
|
—
|
|
|
657,457
|
|
|
11,522
|
|
|
(3,419
|
)
|
|
665,560
|
|
|||||
Gross profit
|
|
—
|
|
|
271,325
|
|
|
2,162
|
|
|
—
|
|
|
273,487
|
|
|||||
Selling, general and administrative
expenses
|
|
552
|
|
|
36,055
|
|
|
1,653
|
|
|
—
|
|
|
38,260
|
|
|||||
(Loss) income from operations
|
|
(552
|
)
|
|
235,270
|
|
|
509
|
|
|
—
|
|
|
235,227
|
|
|||||
Interest expense
|
|
(5,332
|
)
|
|
(11
|
)
|
|
—
|
|
|
—
|
|
|
(5,343
|
)
|
|||||
Other (expense) income, net
|
|
(404
|
)
|
|
1,638
|
|
|
(1,329
|
)
|
|
—
|
|
|
(95
|
)
|
|||||
(Loss) income before income taxes
|
|
(6,288
|
)
|
|
236,897
|
|
|
(820
|
)
|
|
—
|
|
|
229,789
|
|
|||||
(Benefit from) provision for income taxes
|
|
(2,258
|
)
|
|
86,401
|
|
|
(170
|
)
|
|
—
|
|
|
83,973
|
|
|||||
Equity in net income of subsidiaries
|
|
149,846
|
|
|
—
|
|
|
—
|
|
|
(149,846
|
)
|
|
—
|
|
|||||
Net income (loss)
|
|
$
|
145,816
|
|
|
$
|
150,496
|
|
|
$
|
(650
|
)
|
|
$
|
(149,846
|
)
|
|
$
|
145,816
|
|
Comprehensive income (loss)
|
|
$
|
145,122
|
|
|
$
|
150,622
|
|
|
$
|
(1,470
|
)
|
|
$
|
(149,152
|
)
|
|
$
|
145,122
|
|
|
|
Westlake
Chemical
Corporation
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Statement of Operations
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$
|
—
|
|
|
$
|
902,684
|
|
|
$
|
13,435
|
|
|
$
|
(2,161
|
)
|
|
$
|
913,958
|
|
Cost of sales
|
|
—
|
|
|
703,421
|
|
|
10,802
|
|
|
(2,161
|
)
|
|
712,062
|
|
|||||
Gross profit
|
|
—
|
|
|
199,263
|
|
|
2,633
|
|
|
—
|
|
|
201,896
|
|
|||||
Selling, general and administrative
expenses
|
|
497
|
|
|
28,933
|
|
|
1,488
|
|
|
—
|
|
|
30,918
|
|
|||||
(Loss) income from operations
|
|
(497
|
)
|
|
170,330
|
|
|
1,145
|
|
|
—
|
|
|
170,978
|
|
|||||
Interest expense
|
|
(11,562
|
)
|
|
(9
|
)
|
|
—
|
|
|
—
|
|
|
(11,571
|
)
|
|||||
Gain from sales of equity securities
|
|
1
|
|
|
15,951
|
|
|
—
|
|
|
—
|
|
|
15,952
|
|
|||||
Other income (expense), net
|
|
3,954
|
|
|
(1,279
|
)
|
|
(1,568
|
)
|
|
—
|
|
|
1,107
|
|
|||||
(Loss) income before income taxes
|
|
(8,104
|
)
|
|
184,993
|
|
|
(423
|
)
|
|
—
|
|
|
176,466
|
|
|||||
(Benefit from) provision for income taxes
|
|
(3,434
|
)
|
|
65,400
|
|
|
(1,001
|
)
|
|
—
|
|
|
60,965
|
|
|||||
Equity in net income of subsidiaries
|
|
120,171
|
|
|
—
|
|
|
—
|
|
|
(120,171
|
)
|
|
—
|
|
|||||
Net income
|
|
$
|
115,501
|
|
|
$
|
119,593
|
|
|
$
|
578
|
|
|
$
|
(120,171
|
)
|
|
$
|
115,501
|
|
Comprehensive income
|
|
$
|
97,500
|
|
|
$
|
102,562
|
|
|
$
|
129
|
|
|
$
|
(102,691
|
)
|
|
$
|
97,500
|
|
|
|
Westlake
Chemical
Corporation
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Statement of Operations
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$
|
—
|
|
|
$
|
1,784,867
|
|
|
$
|
24,224
|
|
|
$
|
(5,397
|
)
|
|
$
|
1,803,694
|
|
Cost of sales
|
|
—
|
|
|
1,286,743
|
|
|
21,052
|
|
|
(5,397
|
)
|
|
1,302,398
|
|
|||||
Gross profit
|
|
—
|
|
|
498,124
|
|
|
3,172
|
|
|
—
|
|
|
501,296
|
|
|||||
Selling, general and administrative
expenses
|
|
1,062
|
|
|
67,764
|
|
|
3,188
|
|
|
—
|
|
|
72,014
|
|
|||||
(Loss) income from operations
|
|
(1,062
|
)
|
|
430,360
|
|
|
(16
|
)
|
|
—
|
|
|
429,282
|
|
|||||
Interest expense
|
|
(11,590
|
)
|
|
(34
|
)
|
|
—
|
|
|
—
|
|
|
(11,624
|
)
|
|||||
Other income (expense), net
|
|
3,905
|
|
|
1,348
|
|
|
(1,829
|
)
|
|
—
|
|
|
3,424
|
|
|||||
(Loss) income before income taxes
|
|
(8,747
|
)
|
|
431,674
|
|
|
(1,845
|
)
|
|
—
|
|
|
421,082
|
|
|||||
(Benefit from) provision for income taxes
|
|
(3,132
|
)
|
|
155,452
|
|
|
(401
|
)
|
|
—
|
|
|
151,919
|
|
|||||
Equity in net income of subsidiaries
|
|
274,778
|
|
|
—
|
|
|
—
|
|
|
(274,778
|
)
|
|
—
|
|
|||||
Net income (loss)
|
|
$
|
269,163
|
|
|
$
|
276,222
|
|
|
$
|
(1,444
|
)
|
|
$
|
(274,778
|
)
|
|
$
|
269,163
|
|
Comprehensive income (loss)
|
|
$
|
268,277
|
|
|
$
|
276,726
|
|
|
$
|
(2,834
|
)
|
|
$
|
(273,892
|
)
|
|
$
|
268,277
|
|
|
|
Westlake
Chemical
Corporation
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Statement of Operations
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$
|
—
|
|
|
$
|
1,929,016
|
|
|
$
|
23,278
|
|
|
$
|
(3,469
|
)
|
|
$
|
1,948,825
|
|
Cost of sales
|
|
—
|
|
|
1,558,408
|
|
|
19,353
|
|
|
(3,469
|
)
|
|
1,574,292
|
|
|||||
Gross profit
|
|
—
|
|
|
370,608
|
|
|
3,925
|
|
|
—
|
|
|
374,533
|
|
|||||
Selling, general and administrative
expenses
|
|
1,002
|
|
|
53,688
|
|
|
3,240
|
|
|
—
|
|
|
57,930
|
|
|||||
(Loss) income from operations
|
|
(1,002
|
)
|
|
316,920
|
|
|
685
|
|
|
—
|
|
|
316,603
|
|
|||||
Interest expense
|
|
(23,733
|
)
|
|
(15
|
)
|
|
—
|
|
|
—
|
|
|
(23,748
|
)
|
|||||
Gain from sales of equity securities
|
|
1
|
|
|
15,951
|
|
|
—
|
|
|
—
|
|
|
15,952
|
|
|||||
Other income (expense), net
|
|
7,488
|
|
|
(2,978
|
)
|
|
(2,056
|
)
|
|
—
|
|
|
2,454
|
|
|||||
(Loss) income before income taxes
|
|
(17,246
|
)
|
|
329,878
|
|
|
(1,371
|
)
|
|
—
|
|
|
311,261
|
|
|||||
(Benefit from) provision for income taxes
|
|
(6,607
|
)
|
|
115,633
|
|
|
(1,079
|
)
|
|
—
|
|
|
107,947
|
|
|||||
Equity in net income of subsidiaries
|
|
213,953
|
|
|
—
|
|
|
—
|
|
|
(213,953
|
)
|
|
—
|
|
|||||
Net income (loss)
|
|
$
|
203,314
|
|
|
$
|
214,245
|
|
|
$
|
(292
|
)
|
|
$
|
(213,953
|
)
|
|
$
|
203,314
|
|
Comprehensive income (loss)
|
|
$
|
202,519
|
|
|
$
|
213,908
|
|
|
$
|
(229
|
)
|
|
$
|
(213,679
|
)
|
|
$
|
202,519
|
|
|
|
Westlake
Chemical
Corporation
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Statement of Cash Flows
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows from operating activities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss)
|
|
$
|
269,163
|
|
|
$
|
276,222
|
|
|
$
|
(1,444
|
)
|
|
$
|
(274,778
|
)
|
|
$
|
269,163
|
|
Adjustments to reconcile net income
(loss) to net cash (used for) provided
by operating activities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation and amortization
|
|
730
|
|
|
74,298
|
|
|
1,267
|
|
|
—
|
|
|
76,295
|
|
|||||
Deferred income taxes
|
|
(1,230
|
)
|
|
61,610
|
|
|
45
|
|
|
—
|
|
|
60,425
|
|
|||||
Net changes in working capital
and other
|
|
(279,039
|
)
|
|
(153,604
|
)
|
|
7,462
|
|
|
274,778
|
|
|
(150,403
|
)
|
|||||
Net cash (used for) provided by
operating activities
|
|
(10,376
|
)
|
|
258,526
|
|
|
7,330
|
|
|
—
|
|
|
255,480
|
|
|||||
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Acquisition of business
|
|
—
|
|
|
(178,309
|
)
|
|
—
|
|
|
—
|
|
|
(178,309
|
)
|
|||||
Additions to equity investments
|
|
—
|
|
|
(6,113
|
)
|
|
—
|
|
|
—
|
|
|
(6,113
|
)
|
|||||
Additions to property, plant and
equipment
|
|
—
|
|
|
(295,859
|
)
|
|
(2,014
|
)
|
|
—
|
|
|
(297,873
|
)
|
|||||
Construction of assets pending
sale-leaseback
|
|
—
|
|
|
(136
|
)
|
|
—
|
|
|
—
|
|
|
(136
|
)
|
|||||
Proceeds from disposition of assets
|
|
—
|
|
|
2
|
|
|
60
|
|
|
—
|
|
|
62
|
|
|||||
Proceeds from repayment of loan
to affiliate
|
|
—
|
|
|
—
|
|
|
167
|
|
|
—
|
|
|
167
|
|
|||||
Proceeds from sales and maturities of
securities
|
|
209,785
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
209,785
|
|
|||||
Purchase of securities
|
|
(114,881
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(114,881
|
)
|
|||||
Settlements of derivative instruments
|
|
—
|
|
|
(1,588
|
)
|
|
—
|
|
|
—
|
|
|
(1,588
|
)
|
|||||
Net cash provided by (used for)
investing activities
|
|
94,904
|
|
|
(482,003
|
)
|
|
(1,787
|
)
|
|
—
|
|
|
(388,886
|
)
|
|||||
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Intercompany financing
|
|
(214,927
|
)
|
|
219,968
|
|
|
(5,041
|
)
|
|
—
|
|
|
—
|
|
|||||
Dividends paid
|
|
(25,120
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(25,120
|
)
|
|||||
Proceeds from exercise of stock options
|
|
2,656
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,656
|
|
|||||
Repurchase of common stock for treasury
|
|
(13,283
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,283
|
)
|
|||||
Windfall tax benefits from share-based
payment arrangements
|
|
4,576
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,576
|
|
|||||
Net cash (used for) provided by
financing activities
|
|
(246,098
|
)
|
|
219,968
|
|
|
(5,041
|
)
|
|
—
|
|
|
(31,171
|
)
|
|||||
Net (decrease) increase in cash and
cash equivalents
|
|
(161,570
|
)
|
|
(3,509
|
)
|
|
502
|
|
|
—
|
|
|
(164,577
|
)
|
|||||
Cash and cash equivalents at beginning
of period
|
|
753,881
|
|
|
6,973
|
|
|
29,224
|
|
|
—
|
|
|
790,078
|
|
|||||
Cash and cash equivalents at end of period
|
|
$
|
592,311
|
|
|
$
|
3,464
|
|
|
$
|
29,726
|
|
|
$
|
—
|
|
|
$
|
625,501
|
|
|
|
Westlake
Chemical
Corporation
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Statement of Cash Flows
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows from operating activities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss)
|
|
$
|
203,314
|
|
|
$
|
214,245
|
|
|
$
|
(292
|
)
|
|
$
|
(213,953
|
)
|
|
$
|
203,314
|
|
Adjustments to reconcile net income
(loss) to net cash (used for) provided
by operating activities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation and amortization
|
|
801
|
|
|
69,514
|
|
|
1,663
|
|
|
—
|
|
|
71,978
|
|
|||||
Deferred income taxes
|
|
(717
|
)
|
|
7,270
|
|
|
167
|
|
|
—
|
|
|
6,720
|
|
|||||
Net changes in working capital
and other
|
|
(220,440
|
)
|
|
45,051
|
|
|
(4,430
|
)
|
|
213,953
|
|
|
34,134
|
|
|||||
Net cash (used for) provided by
operating activities
|
|
(17,042
|
)
|
|
336,080
|
|
|
(2,892
|
)
|
|
—
|
|
|
316,146
|
|
|||||
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Additions to property, plant and
equipment
|
|
—
|
|
|
(139,876
|
)
|
|
(692
|
)
|
|
—
|
|
|
(140,568
|
)
|
|||||
Construction of assets pending
sale-leaseback
|
|
—
|
|
|
(1,760
|
)
|
|
—
|
|
|
—
|
|
|
(1,760
|
)
|
|||||
Proceeds from disposition of assets
|
|
—
|
|
|
412
|
|
|
3
|
|
|
—
|
|
|
415
|
|
|||||
Proceeds from repayment of loan
to affiliate
|
|
—
|
|
|
—
|
|
|
596
|
|
|
—
|
|
|
596
|
|
|||||
Proceeds from sales of equity securities
|
|
3
|
|
|
46,024
|
|
|
—
|
|
|
—
|
|
|
46,027
|
|
|||||
Purchase of securities
|
|
—
|
|
|
(2,961
|
)
|
|
—
|
|
|
—
|
|
|
(2,961
|
)
|
|||||
Settlements of derivative instruments
|
|
—
|
|
|
511
|
|
|
—
|
|
|
—
|
|
|
511
|
|
|||||
Net cash provided by (used for)
investing activities
|
|
3
|
|
|
(97,650
|
)
|
|
(93
|
)
|
|
—
|
|
|
(97,740
|
)
|
|||||
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Intercompany financing
|
|
230,680
|
|
|
(236,256
|
)
|
|
5,576
|
|
|
—
|
|
|
—
|
|
|||||
Capitalized debt issuance costs
|
|
(98
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(98
|
)
|
|||||
Dividends paid
|
|
(9,838
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,838
|
)
|
|||||
Proceeds from exercise of stock options
|
|
4,508
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,508
|
|
|||||
Repurchase of common stock for treasury
|
|
(10,784
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,784
|
)
|
|||||
Utilization of restricted cash
|
|
75,975
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
75,975
|
|
|||||
Windfall tax benefits from share-based
payment arrangements
|
|
6,468
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,468
|
|
|||||
Net cash provided by (used for)
financing activities
|
|
296,911
|
|
|
(236,256
|
)
|
|
5,576
|
|
|
—
|
|
|
66,231
|
|
|||||
Net increase in cash and cash equivalents
|
|
279,872
|
|
|
2,174
|
|
|
2,591
|
|
|
—
|
|
|
284,637
|
|
|||||
Cash and cash equivalents at beginning
of period
|
|
803,320
|
|
|
2,517
|
|
|
20,064
|
|
|
—
|
|
|
825,901
|
|
|||||
Cash and cash equivalents at end of period
|
|
$
|
1,083,192
|
|
|
$
|
4,691
|
|
|
$
|
22,655
|
|
|
$
|
—
|
|
|
$
|
1,110,538
|
|
Item 2.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
|
|
(dollars in thousands, except per share data)
|
||||||||||||||
Net external sales
|
|
|
|
|
|
|
|
|
||||||||
Olefins
|
|
|
|
|
|
|
|
|
||||||||
Polyethylene
|
|
$
|
413,693
|
|
|
$
|
398,023
|
|
|
$
|
834,461
|
|
|
$
|
843,443
|
|
Styrene, feedstock and other
|
|
209,648
|
|
|
274,696
|
|
|
371,725
|
|
|
561,547
|
|
||||
Total Olefins
|
|
623,341
|
|
|
672,719
|
|
|
1,206,186
|
|
|
1,404,990
|
|
||||
Vinyls
|
|
|
|
|
|
|
|
|
||||||||
PVC, caustic soda and other
|
|
205,104
|
|
|
163,623
|
|
|
400,350
|
|
|
378,006
|
|
||||
Building products
|
|
110,602
|
|
|
77,616
|
|
|
197,158
|
|
|
165,829
|
|
||||
Total Vinyls
|
|
315,706
|
|
|
241,239
|
|
|
597,508
|
|
|
543,835
|
|
||||
Total
|
|
$
|
939,047
|
|
|
$
|
913,958
|
|
|
$
|
1,803,694
|
|
|
$
|
1,948,825
|
|
|
|
|
|
|
|
|
|
|
||||||||
Income (loss) from operations
|
|
|
|
|
|
|
|
|
||||||||
Olefins
|
|
$
|
187,661
|
|
|
$
|
155,891
|
|
|
$
|
348,719
|
|
|
$
|
285,098
|
|
Vinyls
|
|
52,906
|
|
|
22,583
|
|
|
96,569
|
|
|
43,665
|
|
||||
Corporate and other
|
|
(5,340
|
)
|
|
(7,496
|
)
|
|
(16,006
|
)
|
|
(12,160
|
)
|
||||
Total income from operations
|
|
235,227
|
|
|
170,978
|
|
|
429,282
|
|
|
316,603
|
|
||||
Interest expense
|
|
(5,343
|
)
|
|
(11,571
|
)
|
|
(11,624
|
)
|
|
(23,748
|
)
|
||||
Gain from sales of equity securities
|
|
—
|
|
|
15,952
|
|
|
—
|
|
|
15,952
|
|
||||
Other (expense) income, net
|
|
(95
|
)
|
|
1,107
|
|
|
3,424
|
|
|
2,454
|
|
||||
Provision for income taxes
|
|
83,973
|
|
|
60,965
|
|
|
151,919
|
|
|
107,947
|
|
||||
Net income
|
|
$
|
145,816
|
|
|
$
|
115,501
|
|
|
$
|
269,163
|
|
|
$
|
203,314
|
|
Diluted earnings per share
|
|
$
|
2.17
|
|
|
$
|
1.72
|
|
|
$
|
4.01
|
|
|
$
|
3.03
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Three Months Ended June 30, 2013
|
|
Six Months Ended June 30, 2013
|
||||||||||||
|
|
Average
Sales Price
|
|
Volume
|
|
Average
Sales Price
|
|
Volume
|
||||||||
Product sales price and volume percentage
change from prior year period
|
|
|
|
|
|
|
|
|
||||||||
Olefins
|
|
+0.5
|
%
|
|
-7.8
|
%
|
|
-1.0
|
%
|
|
-13.1
|
%
|
||||
Vinyls
|
|
-0.2
|
%
|
|
+31.1
|
%
|
|
-0.2
|
%
|
|
+10.0
|
%
|
||||
Company average
|
|
+0.3
|
%
|
|
+2.5
|
%
|
|
-0.8
|
%
|
|
-6.7
|
%
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Average industry prices
(1)
|
|
|
|
|
|
|
|
|
||||||||
Ethane (cents/lb)
|
|
9.2
|
|
|
13.6
|
|
|
8.9
|
|
|
16.3
|
|
||||
Propane (cents/lb)
|
|
21.6
|
|
|
23.1
|
|
|
21.0
|
|
|
26.5
|
|
||||
Ethylene (cents/lb)
(2)
|
|
58.5
|
|
|
59.0
|
|
|
60.9
|
|
|
60.6
|
|
||||
Polyethylene (cents/lb)
(3)
|
|
100.0
|
|
|
95.0
|
|
|
98.7
|
|
|
97.0
|
|
||||
Styrene (cents/lb)
(4)
|
|
81.8
|
|
|
73.8
|
|
|
83.9
|
|
|
74.0
|
|
||||
Caustic soda ($/short ton)
(5)
|
|
625.8
|
|
|
547.5
|
|
|
614.2
|
|
|
559.2
|
|
||||
Chlorine ($/short ton)
(6)
|
|
255.0
|
|
|
267.5
|
|
|
255.0
|
|
|
270.8
|
|
||||
PVC (cents/lb)
(7)
|
|
62.2
|
|
|
55.5
|
|
|
60.7
|
|
|
56.0
|
|
(1)
|
Industry pricing data was obtained through IHS Chemical. We have not independently verified the data.
|
(2)
|
Represents average North American spot prices of ethylene over the period as reported by IHS Chemical.
|
(3)
|
Represents average North American contract prices of polyethylene low density film over the period as reported by IHS Chemical.
|
(4)
|
Represents average North American contract prices of styrene over the period as reported by IHS Chemical.
|
(5)
|
Represents average North American undiscounted contract prices of caustic soda over the period as reported by IHS Chemical.
|
(6)
|
Represents average North American contract prices of chlorine (into chemicals) over the period as reported by IHS Chemical.
|
(7)
|
Represents average North American contract prices of PVC over the period as reported by IHS Chemical.
|
•
|
future operating rates, margins, cash flow and demand for our products;
|
•
|
industry market outlook;
|
•
|
production capacities;
|
•
|
our ability to borrow additional funds under our credit facility;
|
•
|
our ability to meet our liquidity needs;
|
•
|
our intended quarterly dividends;
|
•
|
future capacity additions and expansions in the industry;
|
•
|
timing, funding and results of the expansion and feedstock conversion programs at our Lake Charles and Calvert City complexes;
|
•
|
timing, funding and results of the planned new chlor-alkali plant in Geismar;
|
•
|
results of the PFG acquisition;
|
•
|
health of our customer base;
|
•
|
pension plan funding requirements and investment policies;
|
•
|
compliance with present and future environmental regulations and costs associated with environmentally related penalties, capital expenditures, remedial actions and proceedings, including any new laws, regulations or treaties that may come into force to limit or control carbon dioxide and other greenhouse gases emissions or to address other issues of climate change;
|
•
|
the utilization of net operating loss carryforwards;
|
•
|
effects of pending legal proceedings; and
|
•
|
timing of and amount of capital expenditures.
|
•
|
general economic and business conditions;
|
•
|
the cyclical nature of the chemical industry;
|
•
|
the availability, cost and volatility of raw materials and energy;
|
•
|
uncertainties associated with the United States and worldwide economies, including those due to political tensions in the Middle East and elsewhere;
|
•
|
current and potential governmental regulatory actions in the United States and regulatory actions and political unrest in other countries;
|
•
|
industry production capacity and operating rates;
|
•
|
the supply/demand balance for our products;
|
•
|
competitive products and pricing pressures;
|
•
|
instability in the credit and financial markets;
|
•
|
access to capital markets;
|
•
|
terrorist acts;
|
•
|
operating interruptions (including leaks, explosions, fires, weather-related incidents, mechanical failure, unscheduled downtime, labor difficulties, transportation interruptions, spills and releases and other environmental risks);
|
•
|
changes in laws or regulations;
|
•
|
technological developments;
|
•
|
our ability to implement our business strategies; and
|
•
|
creditworthiness of our customers.
|
Item 3.
|
Quantitative and Qualitative Disclosures about Market Risk
|
Item 4.
|
Controls and Procedures
|
Item 1.
|
Legal Proceedings
|
Item 1A.
|
Risk Factors
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
Period
|
|
Total Number
of Shares
Purchased
(1) (2)
|
|
Average Price
Paid Per
Share
|
|
Total Number
of Shares
Purchased as Part
of Publicly
Announced Plans
or Programs
(2)
|
|
Maximum Number
(or Approximate
Dollar Value) of
Shares that
May Yet Be
Purchased Under the
Plans or Programs
(2)
|
||||||
April 2013
|
|
162,499
|
|
|
$
|
81.83
|
|
|
162,332
|
|
|
$
|
73,415,000
|
|
May 2013
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
73,415,000
|
|
June 2013
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
73,415,000
|
|
|
|
162,499
|
|
|
$
|
81.83
|
|
|
162,332
|
|
|
|
(1)
|
Of these shares, 167 represent shares withheld in satisfaction of withholding taxes due upon the vesting of restricted stock granted to our employees under the 2013 Plan.
|
(2)
|
On August 22, 2011, we announced the authorization by our Board of Directors of a $100.0 million stock repurchase program. As of
June 30, 2013
,
446,825
shares of common stock had been acquired at an aggregate purchase price of
$26.6 million
. Decisions regarding the amount and the timing of purchases under the program will be influenced by our cash on hand, our cash flow from operations, general market conditions and other factors. The program may be discontinued by our Board of Directors at any time.
|
Item 6.
|
Exhibits
|
Exhibit No.
|
|
|
|
|
|
4.1
|
|
Borrower Joinder Agreement, dated as of May 1, 2013, between North American Specialty Products LLC, a Delaware limited liability company, the Existing Borrowers (as defined therein) and Bank of America, N.A., as administrative agent
|
|
|
|
4.2
|
|
Supplemental Indenture, dated as of May 1, 2013, among North American Specialty Products LLC, a Delaware limited liability company, the Company, the other Subsidiary Guarantors (as defined therein) and The Bank of New York Mellon Trust Company, N.A., as trustee
|
|
|
|
4.3
|
|
Supplemental Indenture, dated as of June 1, 2013, among Westlake Pipeline Investments LLC, a Delaware limited liability company, the Company, the other Subsidiary Guarantors (as defined therein) and The Bank of New York Mellon Trust Company, N.A., as trustee
|
|
|
|
4.4
|
|
Supplemental Indenture, dated as of June 1, 2013, among Westlake NG IV Corporation, a Delaware corporation, and Westlake NG V Corporation, a Delaware corporation, the Company, the other Subsidiary Guarantors (as defined therein) and The Bank of New York Mellon Trust Company, N.A., as trustee
|
|
|
|
10.1
|
|
Westlake Chemical Corporation 2013 Omnibus Incentive Plan (as amended and restated as of May 17, 2013) (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on May 22, 2013, File No.1-32260)
|
|
|
|
31.1
|
|
Rule 13a – 14(a) / 15d – 14(a) Certification (Principal Executive Officer)
|
|
|
|
31.2
|
|
Rule 13a – 14(a) / 15d – 14(a) Certification (Principal Financial Officer)
|
|
|
|
32.1
|
|
Section 1350 Certification (Principal Executive Officer and Principal Financial Officer)
|
|
|
|
101.INS
|
|
XBRL Instance Document
(1)
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
(1)
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
(1)
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
(1)
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
(1)
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
(1)
|
(1)
|
Pursuant to Rule 406T of Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.
|
|
|
|
|
WESTLAKE CHEMICAL CORPORATION
|
||
|
|
|
|
|||
Date:
|
July 31, 2013
|
|
|
By:
|
|
/
S
/ A
LBERT
C
HAO
|
|
|
|
|
|
|
Albert Chao
|
|
|
|
|
|
|
President and Chief Executive Officer
(Principal Executive Officer)
|
|
|
|
|
|||
Date:
|
July 31, 2013
|
|
|
By:
|
|
/
S
/ M. S
TEVEN
B
ENDER
|
|
|
|
|
|
|
M. Steven Bender
|
|
|
|
|
|
|
Senior Vice President, Chief Financial Officer
and Treasurer
(Principal Financial Officer)
|
ADDITIONAL BORROWER:
|
||
|
||
NORTH AMERICAN SPECIALTY PRODUCTS LLC
,
a Delaware limited liability company |
||
|
|
|
|
|
|
By:
|
|
North American Pipe Corporation, its manager
|
|
|
|
By:
|
|
/s/ Robert F. Buesinger
|
|
|
Robert F. Buesinger
|
|
|
President of the manager of the Additional Borrower
|
BORROWERS AND GUARANTORS:
|
||
|
||
WESTLAKE CHEMICAL CORPORATION
,
a Delaware corporation |
||
WESTLAKE PVC CORPORATION
, a Delaware corporation
|
||
WESTLAKE VINYLS, INC.
, a Delaware corporation
|
||
WESTLAKE LONGVIEW CORPORATION
,
a Delaware corporation |
||
WESTLAKE ETHYLENE PIPELINE CORPORATION
,
a Delaware corporation |
||
WESTLAKE SUPPLY AND TRADING COMPANY
,
a Delaware corporation |
||
|
|
|
|
|
|
By:
|
|
/
s
/ Albert Chao
|
|
|
Albert Chao
|
|
|
President of the above Borrowers and Guarantors
|
NORTH AMERICAN PIPE CORPORATION
,
a Delaware corporation |
||
WESTECH BUILDING PRODUCTS, INC.
,
a Delaware corporation |
||
|
|
|
|
|
|
By:
|
|
/s/ Robert F. Buesinger
|
|
|
Robert F. Buesinger
|
|
|
President of the above Borrowers and Guarantors
|
WESTLAKE VINYLS COMPANY LP
,
a Delaware limited partnership |
||
|
|
|
|
|
|
By:
|
|
GVGP, Inc., its general partner
|
|
|
|
By:
|
|
/
s
/ Albert Chao
|
|
|
Albert Chao
|
|
|
President of the general partner of the above Borrower and Guarantor
|
WESTLAKE PETROCHEMICALS LLC
,
a Delaware limited liability company |
||
WESTLAKE POLYMERS LLC
,
a Delaware limited liability company |
||
WESTLAKE STYRENE LLC
,
a Delaware limited liability company |
||
WPT LLC
, a Delaware limited liability company
|
||
|
|
|
|
|
|
By:
|
|
Westlake Chemical Investments, Inc., its manager
|
|
|
|
By:
|
|
/
s
/ Albert Chao
|
|
|
Albert Chao
|
|
|
President of the manager of the above Borrowers and Guarantors
|
GUARANTORS:
|
||
|
||
GEISMAR HOLDINGS, INC.
,
a Delaware corporation |
||
WESTLAKE DEVELOPMENT CORPORATION
,
a Delaware corporation |
||
GVGP, INC.
, a Delaware corporation
|
||
WESTLAKE CHEMICAL INVESTMENTS, INC.
,
a Delaware corporation |
||
WESTLAKE MANAGEMENT SERVICES, INC.
,
a Delaware corporation |
||
WESTLAKE OLEFINS CORPORATION
,
a Delaware corporation |
||
WESTLAKE RESOURCES CORPORATION
,
a Delaware corporation |
||
WESTLAKE VINYL CORPORATION
,
a Delaware corporation |
||
WESTLAKE NG I CORPORATION
,
a Delaware corporation |
||
WESTLAKE NG IV CORPORATION
,
a Delaware corporation |
||
WESTLAKE NG V CORPORATION
,
a Delaware corporation |
||
|
|
|
|
|
|
By:
|
|
/
s
/ Albert Chao
|
|
|
Albert Chao
|
|
|
President of the above Guarantors
|
WESTLAKE GEISMAR POWER COMPANY LLC
, a Delaware limited liability company
|
||
|
|
|
|
|
|
By:
|
|
Westlake Vinyls Company LP, its manager
|
|
|
|
By:
|
|
GVGP, Inc., its general partner
|
|
|
|
By:
|
|
/
s
/ Albert Chao
|
|
|
Albert Chao
|
|
|
President of the general partner of the manager of the above Guarantor
|
WESTLAKE PIPELINE INVESTMENTS LLC
, a Delaware limited liability company
|
||
|
|
|
|
|
|
By:
|
|
Westlake Chemical Investments, Inc., its manager
|
|
|
|
By:
|
|
/
s
/ Albert Chao
|
|
|
Albert Chao
|
|
|
President of the manager of the above Guarantor
|
ACCEPTED AND AGREED:
|
||
|
||
AGENT:
|
||
|
||
BANK OF AMERICA, N.A.
, as Agent
|
||
|
|
|
|
|
|
By:
|
|
/
s
/ Hance VanBeber
|
|
|
Hance VanBeber
|
|
|
Senior Vice President
|
COMPANY:
|
||
|
|
|
WESTLAKE CHEMICAL CORPORATION
|
||
|
|
|
|
|
|
By:
|
|
/
s
/ Albert Chao
|
|
|
Albert Chao
|
|
|
President and Chief Executive Officer
|
GUARANTEEING SUBSIDIARY:
|
|||
|
|
|
|
NORTH AMERICAN SPECIALTY PRODUCTS LLC
|
|||
|
|
|
|
|
|
|
|
By:
|
|
North American Pipe Corporation,
its Manager
|
|
|
|
|
|
|
|
By:
|
/s/ Robert F. Buesinger
|
|
|
Name:
|
Robert F. Buesinger
|
|
|
Title:
|
President
|
EXISTING SUBSIDIARY GUARANTORS:
|
|||
|
|
|
|
|
Geismar Holdings, Inc.
|
||
|
GVGP, Inc.
|
||
|
Westlake Chemical Investments, Inc.
|
||
|
Westlake Development Corporation
|
||
|
Westlake Ethylene Pipeline Corporation
|
||
|
Westlake Geismar Power Company LLC
By Westlake Vinyls Company LP,
its Manager
By GVGP, Inc.,
its General Partner
|
||
|
Westlake Longview Corporation
|
||
|
Westlake Management Services, Inc.
|
||
|
Westlake NG I Corporation
|
||
|
Westlake NG IV Corporation
|
||
|
Westlake NG V Corporation
|
||
|
Westlake Olefins Corporation
|
||
|
Westlake Petrochemicals LLC,
By Westlake Chemical Investments, Inc.,
its Manager
|
||
|
Westlake Pipeline Investments LLC,
By Westlake Chemical Investments, Inc.,
its Manager
|
||
|
Westlake Polymers LLC,
By Westlake Chemical Investments, Inc.,
its Manager
|
||
|
Westlake PVC Corporation
|
||
|
Westlake Resources Corporation
|
||
|
Westlake Styrene LLC,
By Westlake Chemical Investments, Inc.,
its Manager
|
||
|
Westlake Supply and Trading Company
|
||
|
Westlake Vinyl Corporation
|
||
|
Westlake Vinyls Company LP,
By GVGP, Inc.,
its General Partner
|
||
|
Westlake Vinyls, Inc.
|
||
|
WPT LLC,
By Westlake Chemical Investments, Inc.,
its Manager
|
||
|
|
|
|
|
|
|
|
|
By:
|
|
/
s
/ Albert Chao
|
|
Name:
|
|
Albert Chao
|
|
Title:
|
|
President
|
|
North American Pipe Corporation
|
||
|
Westech Building Products, Inc.
|
||
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Robert F. Buesinger
|
|
Name:
|
|
Robert F. Buesinger
|
|
Title:
|
|
President
|
Trustee:
|
||
|
|
|
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
|
||
|
|
|
|
|
|
By:
|
|
/s/ Teresa Petta
|
|
|
Authorized Signatory
|
COMPANY:
|
||
|
||
WESTLAKE CHEMICAL CORPORATION
|
||
|
|
|
|
|
|
By:
|
|
/
s
/ Albert Chao
|
|
|
Albert Chao
|
|
|
President and Chief Executive Officer
|
GUARANTEEING SUBSIDIARY:
|
||
|
||
WESTLAKE PIPELINE INVESTMENTS LLC
|
||
|
|
|
|
|
|
By:
|
|
Westlake Chemical Investments, Inc., its Manager
|
|
|
|
|
By:
|
/
s
/ Albert Chao
|
|
Name:
|
Albert Chao
|
|
Title:
|
President
|
EXISTING SUBSIDIARY GUARANTORS:
|
|||
|
|
|
|
|
Geismar Holdings, Inc.
|
||
|
GVGP, Inc.
|
||
|
Westlake Chemical Investments, Inc.
|
||
|
Westlake Development Corporation
|
||
|
Westlake Ethylene Pipeline Corporation
|
||
|
Westlake Geismar Power Company LLC
By Westlake Vinyls Company LP,
its Manager
By GVGP, Inc.,
its General Partner
|
||
|
Westlake Longview Corporation
|
||
|
Westlake Management Services, Inc.
|
||
|
Westlake NG I Corporation
|
||
|
Westlake NG IV Corporation
|
||
|
Westlake NG V Corporation
|
||
|
Westlake Olefins Corporation
|
||
|
Westlake Petrochemicals LLC,
By Westlake Chemical Investments, Inc.,
its Manager
|
||
|
Westlake Polymers LLC,
By Westlake Chemical Investments, Inc.,
its Manager
|
||
|
Westlake PVC Corporation
|
||
|
Westlake Resources Corporation
|
||
|
Westlake Styrene LLC,
By Westlake Chemical Investments, Inc.,
its Manager
|
||
|
Westlake Supply and Trading Company
|
||
|
Westlake Vinyl Corporation
|
||
|
Westlake Vinyls Company LP,
By GVGP, Inc.,
its General Partner
|
||
|
Westlake Vinyls, Inc.
|
||
|
WPT LLC,
By Westlake Chemical Investments, Inc.,
its Manager
|
||
|
|
|
|
|
|
|
|
|
By:
|
|
/
s
/ Albert Chao
|
|
Name:
|
|
Albert Chao
|
|
Title:
|
|
President
|
|
North American Pipe Corporation
|
||
|
Westech Building Products, Inc.
|
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North American Specialty Products LLC,
By North American Pipe Corporation,
its Manager
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By:
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/s/ Robert F. Buesinger
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Name:
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Robert F. Buesinger
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Title:
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President
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Trustee
:
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THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
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By:
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/s/ Teresa Petta
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Authorized Signatory
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COMPANY
:
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WESTLAKE CHEMICAL CORPORATION
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By:
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/
s
/ Albert Chao
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Albert Chao
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President and Chief Executive Officer
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GUARANTEEING SUBSIDIARIES
:
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WESTLAKE NG IV CORPORATION
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By:
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/
s
/ Albert Chao
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Albert Chao
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President
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WESTLAKE NG V CORPORATION
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By:
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/
s
/ Albert Chao
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Albert Chao
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President
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EXISTING SUBSIDIARY GUARANTORS:
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Geismar Holdings, Inc.
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GVGP, Inc.
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Westlake Chemical Investments, Inc.
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Westlake Development Corporation
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Westlake Ethylene Pipeline Corporation
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Westlake Geismar Power Company LLC
By Westlake Vinyls Company LP,
its Manager
By GVGP, Inc.,
its General Partner
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Westlake Longview Corporation
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Westlake Management Services, Inc.
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Westlake NG I Corporation
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Westlake Olefins Corporation
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Westlake Petrochemicals LLC,
By Westlake Chemical Investments, Inc.,
its Manager
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Westlake Pipeline Investments LLC,
By Westlake Chemical Investments, Inc.,
its Manager
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Westlake Polymers LLC,
By Westlake Chemical Investments, Inc.,
its Manager
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Westlake PVC Corporation
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Westlake Resources Corporation
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Westlake Styrene LLC,
By Westlake Chemical Investments, Inc.,
its Manager
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Westlake Supply and Trading Company
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Westlake Vinyl Corporation
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Westlake Vinyls Company LP,
By GVGP, Inc.,
its General Partner
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Westlake Vinyls, Inc.
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WPT LLC,
By Westlake Chemical Investments, Inc.,
its Manager
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By:
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/
s
/ Albert Chao
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Name:
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Albert Chao
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Title:
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President
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North American Pipe Corporation
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Westech Building Products, Inc.
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North American Specialty Products LLC,
By North American Pipe Corporation,
its Manager
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By:
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/s/ Robert F. Buesinger
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Name:
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Robert F. Buesinger
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Title:
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President
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Trustee
:
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THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
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By:
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/s/ Teresa Petta
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Authorized Signatory
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1.
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I have reviewed this Quarterly Report on Form 10-Q of Westlake Chemical Corporation;
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2.
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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;
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3.
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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 registrant as of, and for, the periods presented in this report;
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4.
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The registrant'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 registrant and have:
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a)
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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 registrant, 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;
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b)
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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;
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c)
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evaluated the effectiveness of the registrant'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
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d)
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disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
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a)
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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 registrant's ability to record, process, summarize and report financial information; and
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b)
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any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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Date:
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July 31, 2013
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/
S
/ A
LBERT
C
HAO
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Albert Chao
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President and Chief Executive Officer
(Principal Executive Officer)
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1.
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I have reviewed this Quarterly Report on Form 10-Q of Westlake Chemical Corporation;
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2.
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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;
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3.
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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 registrant as of, and for, the periods presented in this report;
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4.
|
The registrant'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 registrant 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 registrant, 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;
|
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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;
|
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c)
|
evaluated the effectiveness of the registrant'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
|
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d)
|
disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant'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 registrant'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 registrant's internal control over financial reporting.
|
Date:
|
July 31, 2013
|
|
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/
S
/ M. S
TEVEN
B
ENDER
|
|
|
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|
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M. Steven Bender
|
|
|
|
|
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|
|
Senior Vice President, Chief Financial Officer
and Treasurer
(Principal Financial Officer)
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(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
|
The information contained in the Report fairly presents, in all material aspects, the financial condition and results of operations of the Company.
|
Date:
|
July 31, 2013
|
|
|
|
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/
S
/ A
LBERT
C
HAO
|
|
|
|
|
|
|
|
Albert Chao
|
|
|
|
|
|
|
|
President and Chief Executive Officer
(Principal Executive Officer)
|
|
|
|
|
|
|||
Date:
|
July 31, 2013
|
|
|
|
|
|
/
S
/ M. S
TEVEN
B
ENDER
|
|
|
|
|
|
|
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M. Steven Bender
|
|
|
|
|
|
|
|
Senior Vice President, Chief Financial Officer
and Treasurer
(Principal Financial Officer)
|