UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended	June 30, 2020

or

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the Transition Period from                    to

Commission File No. 001-32260

Westlake Chemical Corporation

(Exact name of Registrant as specified in its charter)

Delaware	76-0346924
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

2801 Post Oak Boulevard, Suite 600

Houston, Texas 77056

(Address of principal executive offices, including zip code)

(713) 960-9111

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	WLK	The New York Stock Exchange
1.625% Senior Notes due 2029	WLK29	The New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes   x     No   ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).     Yes   x     No   ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act:

Large accelerated filer	x	Accelerated filer	☐
Non-accelerated filer	¨	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, 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.  ¨   

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)     Yes   ☐     No   x

The number of shares outstanding of the registrant's sole class of common stock as of July 30, 2020 was 127,688,310.

INDEX

Item	Page
PART I. FINANCIAL INFORMATION
1) Financial Statements	1
2) Management's Discussion and Analysis of Financial Condition and Results of Operations	19
3) Quantitative and Qualitative Disclosures about Market Risk	35
4) Controls and Procedures	36
PART II. OTHER INFORMATION
1) Legal Proceedings	36
1A) Risk Factors	38
2) Unregistered Sales of Equity Securities and Use of Proceeds	38
6) Exhibits	39

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

WESTLAKE CHEMICAL CORPORATION

CONSOLIDATED BALANCE SHEETS

(Unaudited)

	June 30, 2020			December 31, 2019
	(in millions of dollars, except par values and share amounts)
ASSETS
Current assets
Cash and cash equivalents	$	1,109		$	728
Accounts receivable, net	1,160			1,036
Inventories	845			936
Prepaid expenses and other current assets	51			42
Total current assets	3,165			2,742
Property, plant and equipment, net	6,887			6,912
Operating lease right-of-use assets	462			443
Goodwill	1,070			1,074
Customer relationships, net	479			523
Other intangible assets, net	174			187
Equity method investments	1,052			1,112
Other assets, net	266			268
Total assets	$	13,555		$	13,261
LIABILITIES AND EQUITY
Current liabilities
Accounts payable	$	444		$	473
Accrued and other liabilities	665			768
Total current liabilities	1,109			1,241
Long-term debt, net	3,745			3,445
Deferred income taxes	1,354			1,255
Pension and other post-retirement benefits	350			360
Operating lease liabilities	372			355
Other liabilities	188			202
Total liabilities	7,118			6,858
Commitments and contingencies (Note 13)
Stockholders' equity
Preferred stock, $0.01 par value, 50,000,000 shares authorized; no shares issued and outstanding	—			—
Common stock, $0.01 par value, 300,000,000 shares authorized; 134,651,380 and 134,651,380 shares issued at June 30, 2020 and December 31, 2019, respectively	1			1
Common stock, held in treasury, at cost; 6,963,331 and 6,266,609 shares at June 30, 2020 and December 31, 2019, respectively	(411		)	(377		)
Additional paid-in capital	558			553
Retained earnings	5,840			5,757
Accumulated other comprehensive loss	(87		)	(74		)
Total Westlake Chemical Corporation stockholders' equity	5,901			5,860
Noncontrolling interests	536			543
Total equity	6,437			6,403
Total liabilities and equity	$	13,555		$	13,261

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

1

WESTLAKE CHEMICAL CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2020			2019			2020			2019
	(in millions of dollars, except per share data and share amounts)
Net sales	$	1,709		$	2,144		$	3,641		$	4,169
Cost of sales	1,540			1,804			3,189			3,530
Gross profit	169			340			452			639
Selling, general and administrative expenses	104			117			224			233
Amortization of intangibles	27			27			54			54
Restructuring, transaction and integration-related costs	2			2			2			24
Income from operations	36			194			172			328
Other income (expense)
Interest expense	(40		)	(28		)	(71		)	(58		)
Other income, net	9			2			20			11
Income before income taxes	5			168			121			281
Provision for (benefit from) income taxes	(19		)	39			(60		)	70
Net income	24			129			181			211
Net income attributable to noncontrolling interests	9			10			21			20
Net income attributable to Westlake Chemical Corporation	$	15		$	119		$	160		$	191
Earnings per common share attributable to Westlake Chemical Corporation:
Basic	$	0.11		$	0.92		$	1.24		$	1.48
Diluted	$	0.11		$	0.92		$	1.24		$	1.47
Weighted average common shares outstanding:
Basic	127,680,478			128,485,182			127,958,921			128,506,712
Diluted	127,823,629			128,850,335			128,133,300			128,881,952

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

2

WESTLAKE CHEMICAL CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

	Three Months Ended June 30,					Six Months Ended June 30,
	2020		2019			2020			2019
	(in millions of dollars)
Net income	$	24	$	129		$	181		$	211
Other comprehensive income (loss), net of income taxes
Foreign currency translation adjustments
Foreign currency translation	15		15			(10		)	13
Income tax provision on foreign currency translation	5		(2		)	(2		)	(2		)
Other comprehensive income (loss), net of income taxes	20		13			(12		)	11
Comprehensive income	44		142			169			222
Comprehensive income attributable to noncontrolling interests, net of tax of $0 and $0 for the three months ended June 30, 2020 and 2019; and net of tax of $1 and $1 for the six months ended June 30, 2020 and 2019, respectively	10		9			22			19
Comprehensive income attributable to Westlake Chemical Corporation	$	34	$	133		$	147		$	203

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

3

WESTLAKE CHEMICAL CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

(Unaudited)

	Common Stock			Common Stock, Held in Treasury
	Number of Shares	Amount		Number of Shares		At Cost			Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Noncontrolling Interests			Total
	(in millions of dollars, except share amounts)
Balances at December 31, 2019	134,651,380	$	1	6,266,609		$	(377	)	$	553		$	5,757		$	(74	)	$	543		$	6,403
Net income	—	—		—		—			—			145			—			12			157
Other comprehensive loss	—	—		—		—			—			—			(32		)	—			(32		)
Common stock repurchased	—	—		995,529		(54		)	—			—			—			—			(54		)
Shares issued—stock-based compensation	—	—		(282,476	)	18			(8		)	(8		)	—			—			2
Stock-based compensation	—	—		—		—			6			—			—			—			6
Dividends declared	—	—		—		—			—			(34		)	—			—			(34		)
Distributions to noncontrolling interests	—	—		—		—			—			—			—			(10		)	(10		)
Balances at March 31, 2020	134,651,380	1		6,979,662		(413		)	551			5,860			(106		)	545			6,438
Net income	—	—		—		—			—			15			—			9			24
Other comprehensive income	—	—		—		—			—			—			19			1			20
Shares issued—stock-based compensation	—	—		(16,331	)	2			(1		)	(1		)	—			—			—
Stock-based compensation	—	—		—		—			8			—			—			—			8
Dividends declared	—	—		—		—			—			(34		)	—			—			(34		)
Distributions to noncontrolling interests	—	—		—		—			—			—			—			(19		)	(19		)
Balances at June 30, 2020	134,651,380	$	1	6,963,331		$	(411	)	$	558		$	5,840		$	(87	)	$	536		$	6,437

4

WESTLAKE CHEMICAL CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

(Unaudited)

	Common Stock			Common Stock, Held in Treasury
	Number of Shares	Amount		Number of Shares		At Cost			Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Noncontrolling Interests			Total
	(in millions of dollars, except share amounts)
Balances at December 31, 2018	134,651,380	$	1	6,183,125		$	(382	)	$	556		$	5,477		$	(62	)	$	486		$	6,076
Net income	—	—		—		—			—			72			—			10			82
Other comprehensive loss	—	—		—		—			—			—			(2		)	—			(2		)
Shares issued—stock-based compensation	—	—		(124,052	)	11			(8		)	(3		)	—			—			—
Stock-based compensation	—	—		—		—			7			—			—			—			7
Dividends declared	—	—		—		—			—			(33		)	—			—			(33		)
Distributions to noncontrolling interests	—	—		—		—			—			—			—			(8		)	(8		)
Issuance of Westlake Chemical Partners LP common units	—	—		—		—			(2		)	—			—			65			63
Balances at March 31, 2019	134,651,380	1		6,059,073		(371		)	553			5,513			(64		)	553			6,185
Net income	—	—		—		—			—			119			—			10			129
Other comprehensive income (loss)	—	—		—		—			—			—			14			(1		)	13
Common stock repurchased	—	—		342,740		(20		)	—			—			—			—			(20		)
Shares issued—stock-based compensation	—	—		(19,173	)	1			(1		)	—			—			—			—
Stock-based compensation	—	—		—		—			6			—			—			—			6
Dividends declared	—	—		—		—			—			(32		)	—			—			(32		)
Distributions to noncontrolling interests	—	—		—		—			—			—			—			(22		)	(22		)
Balances at June 30, 2019	134,651,380	$	1	6,382,640		$	(390	)	$	558		$	5,600		$	(50	)	$	540		$	6,259

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

5

WESTLAKE CHEMICAL CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Six Months Ended June 30,
	2020			2019
	(in millions of dollars)
Cash flows from operating activities
Net income	$	181		$	211
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization	381			347
Stock-based compensation expense	14			13
Loss from disposition and write-off of property, plant and equipment	9			27
Deferred income taxes	96			15
Other losses, net	3			16
Changes in operating assets and liabilities, net of effect of business acquisitions
Accounts receivable	(128		)	(119		)
Inventories	87			125
Prepaid expenses and other current assets	(16		)	(8		)
Accounts payable	8			(40		)
Accrued and other liabilities	(75		)	(62		)
Other, net	(51		)	(58		)
Net cash provided by operating activities	509			467
Cash flows from investing activities
Acquisition of businesses, net of cash acquired	—			(314		)
Additions to property, plant and equipment	(291		)	(411		)
Additions to investments in unconsolidated subsidiaries	—			(42		)
Return of investment from an equity investee	39			—
Other, net	(8		)	4
Net cash used for investing activities	(260		)	(763		)
Cash flows from financing activities
Dividends paid	(68		)	(65		)
Distributions to noncontrolling interests	(29		)	(30		)
Net proceeds from issuance of Westlake Chemical Partners LP common units	—			63
Net proceeds from debt issuance and drawdown of revolver	1,299			—
Proceeds from (repayment of) short-term notes payable	(14		)	4
Repayment of revolver	(1,000		)	—
Repurchase of common stock for treasury	(54		)	(20		)
Other	(3		)	—
Net cash provided by (used for) financing activities	131			(48		)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	—			—
Net increase (decrease) in cash, cash equivalents and restricted cash	380			(344		)
Cash, cash equivalents and restricted cash at beginning of period	750			775
Cash, cash equivalents and restricted cash at end of period	$	1,130		$	431

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

6

WESTLAKE CHEMICAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(in millions of dollars, except share amounts and per share data)

1. Basis of Financial Statements

The accompanying unaudited consolidated interim financial statements were prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the "SEC") for interim periods. Accordingly, certain information and footnotes required for complete financial statements under generally accepted accounting principles in the United States ("U.S. GAAP") have not been included. These interim consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto of Westlake Chemical Corporation (the "Company") included in the annual report on Form 10-K for the fiscal year ended December 31, 2019 (the "2019 Form 10-K"), filed with the SEC on February 19, 2020. These consolidated financial statements have been prepared in conformity with the accounting principles and practices as disclosed in the notes to the consolidated financial statements of the Company for the fiscal year ended December 31, 2019 with the exception of those accounting standards adopted in 2020 as discussed in Note 1.

In the opinion of the Company's management, the accompanying unaudited consolidated interim financial statements reflect all adjustments (consisting only of normal recurring adjustments) that are necessary for a fair statement of the Company's financial position as of June 30, 2020, its results of operations for the three and six months ended June 30, 2020 and 2019, and the changes in its cash position for the six months ended June 30, 2020 and 2019.

Results of operations and changes in cash position for the interim periods presented are not necessarily indicative of the results that will be realized for the fiscal year ending December 31, 2020 or any other interim period. The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Actual results could differ from those estimates.

Events surrounding the ongoing coronavirus ("COVID-19") pandemic resulted in widespread adverse impacts on the global economy. The Company experienced significant disruptions in the second quarter of 2020 as the pandemic and its impact on the global economy spread through most of its markets. The Company expected lower demand for certain of its products, which led the Company to proactively temporarily idle production at several of its smaller non-integrated plants and reduce operating rates at others in the beginning of the second quarter of 2020. Since the middle of the second quarter of 2020, a general ease in government restrictions in many jurisdictions across the world has resulted in a gradual increase in demand for the Company's products. As a result, all of the Company's idled plants have now recommenced production. Additionally, plant operating rates have generally improved over the course of the second quarter of 2020. As the pandemic and its impacts on the global economy continue, the Company expects to experience further near-term impacts on its business operations. However, the effect that COVID-19 will have on the financial condition, results of operations and cash flows of the Company cannot be estimated with certainty at this time as it will depend on future developments, including, among others, the ultimate duration, geographic spread and severity of the virus, the actions to contain the virus, the consequences of governmental and other measures designed to prevent the spread of the virus, the development of effective treatments, actions taken by customers, suppliers and other third parties, workforce availability, and the timing and extent to which normal economic and operating conditions resume.

Recent Accounting Pronouncements

Income Taxes (ASU No. 2019-12)

In December 2019, the Financial Accounting Standards Board ("FASB") issued an accounting standards update removing certain exceptions for investments, intraperiod allocations and interim calculations and adding guidance to reduce complexity in accounting for income taxes. The accounting standard will be effective for reporting periods beginning after December 15, 2020. Early adoption of this guidance is permitted. The Company is in the process of evaluating the impact that the new accounting guidance will have on the Company's consolidated financial position, results of operations and cash flows.

7

WESTLAKE CHEMICAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—Continued

(Unaudited)

(in millions of dollars, except share amounts and per share data)

Reference Rate Reform (ASU No. 2020-04)

In March 2020, the FASB issued an accounting standards update to provide optional expedients and exceptions for applying generally accepted accounting principles to contracts, hedging relationships and other transactions affected by reference rate reform, if certain criteria are met. The amendments in this update are effective for all entities as of March 12, 2020 through December 31, 2022. The Company is in the process of evaluating the impact that the new accounting guidance will have on the Company's consolidated financial position, results of operations and cash flows.

Recently Adopted Accounting Standards

Credit Losses (ASU No. 2016-13)

In June 2016, the FASB issued an accounting standards update providing new guidance for the accounting for credit losses on loans and other financial instruments. The new guidance introduces an approach based on expected losses to estimate credit losses on trade receivables, debt securities and certain types of financial instruments. The standard also modifies the impairment model for available-for-sale debt securities and provides for a simplified accounting model for purchased financial assets with credit deterioration since their origination. In November 2019, the FASB issued an additional authoritative guidance related to credit losses. The accounting standard became effective for reporting periods beginning after December 15, 2019. The Company adopted this accounting standard effective January 1, 2020 and the adoption did not have a material impact on the Company's consolidated financial position, results of operations and cash flows.

Intangibles - Goodwill and Other (ASU No. 2017-04)

In January 2017, the FASB issued an accounting standards update to simplify the subsequent measurement of goodwill. The guidance removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit's carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The accounting standard became effective for reporting periods beginning after December 15, 2019. The Company adopted this accounting standard effective January 1, 2020 and the adoption did not have a material impact on the Company's consolidated financial position, results of operations and cash flows.

Fair Value Measurement (ASU No. 2018-13)

In August 2018, the FASB issued an accounting standards update to modify the disclosure requirements on fair value measurements. An entity is permitted to early adopt any removed or modified disclosures and delay adoption of the additional disclosures until the effective date. Most amendments should be applied retrospectively, but certain amendments will be applied prospectively. The accounting standard became effective for reporting periods beginning after December 15, 2019. The Company adopted this accounting standard effective January 1, 2020 and the adoption did not have a material impact on the Company's consolidated financial position, results of operations and cash flows.

2. Financial Instruments

Cash Equivalents

The Company had $0 and $240 of held-to-maturity securities with original maturities of three months or less, primarily consisting of corporate debt securities, classified as cash equivalents at June 30, 2020 and December 31, 2019, respectively. The Company's investments in held-to-maturity securities were held at amortized cost, which approximates fair value.

Restricted Cash and Cash Equivalents

The Company had restricted cash and cash equivalents of $21 and $22 at June 30, 2020 and December 31, 2019, respectively. The Company's restricted cash and cash equivalents are related to balances that are restricted for payment of distributions to certain of the Company's current and former employees and are reflected primarily in other assets, net in the consolidated balance sheets.

8

WESTLAKE CHEMICAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—Continued

(Unaudited)

(in millions of dollars, except share amounts and per share data)

3. Accounts Receivable

Accounts receivable consist of the following:

	June 30, 2020			December 31, 2019
Trade customers	$	926		$	948
Related parties	5			12
Allowance for credit losses	(15		)	(22		)
	916			938
Federal and state taxes	211			59
Other	33			39
Accounts receivable, net	$	1,160		$	1,036

4. Inventories

Inventories consist of the following:

	June 30, 2020		December 31, 2019
Finished products	$	469	$	568
Feedstock, additives, chemicals and other raw materials	212		210
Materials and supplies	164		158
Inventories	$	845	$	936

5. Goodwill

The gross carrying amounts and changes in the carrying amount of goodwill for the six months ended June 30, 2020 were as follows:

	Olefins Segment		Vinyls Segment			Total
Balances at December 31, 2019	$	30	$	1,044		$	1,074
Effects of changes in foreign exchange rates	—		(4		)	(4		)
Balances at June 30, 2020	$	30	$	1,040		$	1,070

The Company performed its annual impairment assessment for the Vinyls reporting units during the second quarter of 2020 and did not identify any impairment. The fair value of the Vinyls reporting units was calculated using both a discounted cash flow methodology and a market value methodology. The discounted cash flow projections were based on a long-term forecast. The forecast was based on prices and spreads projected by third party industry publications, historical results and estimates by management, including its strategic and operational plans. Significant assumptions used in the discounted cash flow projection included projected sales volumes based on production capacities. The future cash flows were discounted to present value using a discount rate. Significant assumptions used in determining the fair value of the reporting unit using the market value methodology included the determination of market comparables and the estimated multiples of net income before interest expense, income taxes, depreciation and amortization ("EBITDA") a willing buyer is likely to pay.

The Company performs its annual impairment assessment for the Olefins reporting unit in the fourth quarter or when events or circumstances indicate a reporting unit's carrying value may not be recoverable. There were no events or circumstances indicating that the fair value of the Olefins reporting unit had been reduced below its carrying value during the second quarter of 2020.

During the six months ended June 30, 2020, the Company evaluated various events resulting from the COVID-19 pandemic. Based on the evaluation, the Company does not believe that these events indicate that the fair values of the Company's reporting units have more likely than not fallen below their carrying values as of June 30, 2020. As events and changes in circumstances evolve after June 30, 2020, such events will be considered in the Company's estimates for future periods.

9

WESTLAKE CHEMICAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—Continued

(Unaudited)

(in millions of dollars, except share amounts and per share data)

6. Accounts Payable

Accounts payable consist of the following:

	June 30, 2020		December 31, 2019
Accounts payable—third parties	$	427	$	435
Accounts payable to related parties	14		12
Notes payable	3		26
Accounts payable	$	444	$	473

7. Long-Term Debt

Long-term debt consists of the following:

	June 30, 2020							December 31, 2019
	Principal Amount		Unamortized Discount and Debt Issuance Costs			Net Long-term Debt		Principal Amount		Unamortized Discount and Debt Issuance Costs			Net Long-term Debt
3.60% senior notes due 2022 (the "3.60% 2022 Senior Notes")	$	250	$	(1	)	$	249	$	250	$	(1	)	$	249
3.60% senior notes due 2026 (the "3.60% 2026 Senior Notes")	750		(7		)	743		750		(8		)	742
Loan related to tax-exempt waste disposal revenue bonds due 2027	11		—			11		11		—			11
1.625% senior notes due 2029 (the "1.625% 2029 Senior Notes")	786		(10		)	776		785		(11		)	774
6 ½% senior notes due 2029 (the "6 ½% 2029 GO Zone Senior Notes") (1)	100		—			100		100		(1		)	99
3.375% senior notes due 2030 (the "3.375% 2030 Senior Notes")	300		(4		)	296		—		—			—
3.50% senior notes due 2032 (the "3.50% 2032 GO Zone Refunding Senior Notes")	250		(1		)	249		250		(1		)	249
6 ½% senior notes due 2035 (the "6 ½% 2035 GO Zone Senior Notes")	89		(1		)	88		89		(1		)	88
6 ½% senior notes due 2035 (the "6 ½% 2035 IKE Zone Senior Notes")	65		—			65		65		—			65
5.0% senior notes due 2046 (the "5.0% 2046 Senior Notes")	700		(23		)	677		700		(23		)	677
4.375% senior notes due 2047 (the "4.375% 2047 Senior Notes")	500		(9		)	491		500		(9		)	491
Total Long-term debt	$	3,801	$	(56	)	$	3,745	$	3,500	$	(55	)	$	3,445

_____________

(1) See the discussion below regarding the purchase of the 2029 GO Zone Bonds in lieu of optional redemption on August 1, 2020.

10

WESTLAKE CHEMICAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—Continued

(Unaudited)

(in millions of dollars, except share amounts and per share data)

Credit Agreement

The Company has a $1,000 revolving credit facility that is scheduled to mature on July 24, 2023 (the "Credit Agreement"). On March 20, 2020, out of an abundance of caution, the Company borrowed $1,000 under the Credit Agreement. The Credit Agreement bears interest at either (a) LIBOR plus a spread ranging from 1.00% to 1.75% or (b) Alternate Base Rate plus a spread ranging from 0.00% to 0.75% in each case depending on the credit rating of the Company. On June 4, 2020, the Company fully repaid the $1,000 of borrowings under the Credit Agreement and, as a result, had no borrowings outstanding under its revolving credit facility as of June 30, 2020. As of June 30, 2020, the Company had no outstanding letters of credit and had $1,000 of borrowing availability under the Credit Agreement. The Credit Agreement contains certain affirmative and negative covenants, including a quarterly total leverage ratio financial maintenance covenant. As of June 30, 2020, the Company was in compliance with the total leverage ratio financial maintenance covenant. The Credit Agreement also contains certain events of default and if and for so long as certain events of default have occurred and are continuing, any overdue amounts outstanding under the Credit Agreement will accrue interest at an increased rate, the lenders can terminate their commitments thereunder and payments of any outstanding amounts could be accelerated by the lenders.

The Credit Agreement includes a $150 sub-limit for letters of credit, and any outstanding letters of credit will be deducted from availability under the facility. The Credit Agreement also provides for a discretionary $50 commitment for swingline loans to be provided on a same-day basis. The Company may also increase the size of the facility, in increments of at least $25, up to a maximum of $500, subject to certain conditions and if certain lenders agree to commit to such an increase.

3.375% Senior Notes due 2030

On June 12, 2020, the Company completed the registered public offering of $300 aggregate principal amount of its 3.375% Senior Notes due June 15, 2030 (the "3.375% 2030 Senior Notes"). There is no sinking fund and no scheduled amortization of the 3.375% 2030 Senior Notes prior to maturity. The 3.375% 2030 Senior Notes accrue interest from June 12, 2020 at a rate of 3.375% per annum, payable semi-annually in arrears on June 15 and December 15 of each year, beginning December 15, 2020. The indenture and supplemental indenture governing the 3.375% 2030 Senior Notes contain customary events of default and covenants that restrict the Company and certain of its subsidiaries' ability to (1) incur certain secured indebtedness, (2) engage in certain sale-leaseback transactions and (3) consolidate, merge or transfer all or substantially all of its assets. The Company may optionally redeem the 3.375% 2030 Senior Notes in accordance with the terms of the 3.375% 2030 Senior Notes.

6 ½% Senior Notes due 2029

During June 2020, the Company directed the Louisiana Local Government Environmental Facilities and Community Development Authority (the "Authority") to optionally redeem in full $100 aggregate principal amount of the Authority's outstanding Revenue Bonds (Westlake Chemical Corporation Projects) Series 2009A due August 1, 2029 (the "2029 GO Zone Bonds") on August 1, 2020 at a redemption price equal to 100% of the principal amount of the 2029 GO Zone Bonds plus accrued and unpaid interest to the redemption date. The 2029 GO Zone Bonds were offered by the Authority in July 2010 under the Gulf Opportunity Zone Act of 2005 for the benefit of the Company and bore interest at a rate of 6.50% per annum. In connection with the offering of the 2029 GO Zone Bonds in July 2010, the Company issued $100 aggregate principal amount of its 6 ½% senior notes due 2029 (the "6 ½% 2029 GO Zone Senior Notes") to evidence and secure the Company's obligations under the Amended and Restated Loan Agreement relating to the 2029 GO Zone Bonds. On August 1, 2020, the Company purchased the 2029 GO Zone Bonds in lieu of optional redemption. In connection with the purchase of the 2029 GO Zone Bonds by the Company in lieu of optional redemption, the Authority is required to cause the 2029 GO Zone Bonds trustee to surrender the 6 ½% 2029 GO Zone Senior Notes to the Senior Notes trustee for cancellation. A portion of the net proceeds from the issuance of the 3.375% 2030 Senior Notes was used to fund the purchase in lieu of optional redemption of the 2029 GO Zone Bonds.

As of June 30, 2020, the Company was in compliance with all of its long-term debt covenants.

Unamortized debt issuance costs on long-term debt were $31 and $30 at June 30, 2020 and December 31, 2019, respectively.

11

WESTLAKE CHEMICAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—Continued

(Unaudited)

(in millions of dollars, except share amounts and per share data)

8. Accumulated Other Comprehensive Income (Loss)

Changes in accumulated other comprehensive income (loss) by component for the six months ended June 30, 2020 and 2019 were as follows:

	Pension and Other Post-Retirement Benefits Liability, Net of Tax		Cumulative Foreign Currency Exchange, Net of Tax			Total
Balances at December 31, 2019	$	3	$	(77	)	$	(74	)
Other comprehensive loss before reclassifications	—		(13		)	(13		)
Net other comprehensive loss attributable to Westlake Chemical Corporation	—		(13		)	(13		)
Balances at June 30, 2020	$	3	$	(90	)	$	(87	)
Balances at December 31, 2018	$	27	$	(89	)	$	(62	)
Other comprehensive income before reclassifications	—		12			12
Net other comprehensive income attributable to Westlake Chemical Corporation	—		12			12
Balances at June 30, 2019	$	27	$	(77	)	$	(50	)

9. Fair Value Measurements

The Company reports certain assets and liabilities at fair value, which is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). Under the accounting guidance for fair value measurements, inputs used to measure fair value are classified in one of three levels:

Level 1: Quoted market prices in active markets for identical assets or liabilities.

Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data.

Level 3: Unobservable inputs that are not corroborated by market data.

The Company has financial assets and liabilities subject to fair value measures. These financial assets and liabilities include cash and cash equivalents, accounts receivable, net, accounts payable and long-term debt, all of which are recorded at carrying value. The amounts reported in the consolidated balance sheets for cash and cash equivalents, accounts receivable, net and accounts payable approximate their fair value due to the short maturities of these instruments.

The Company's long-term debt instruments, except for the revolving credit facility, are publicly-traded. A market approach, based upon quotes from financial reporting services, is used to measure the fair value of the Company's long-term debt. Because the Company's long-term debt instruments may not be actively traded, the inputs used to measure the fair value of the Company's long-term debt are classified as Level 2 inputs within the fair value hierarchy. The carrying and fair values of the Company's long-term debt are summarized in the table below.

12

WESTLAKE CHEMICAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—Continued

(Unaudited)

(in millions of dollars, except share amounts and per share data)

	June 30, 2020				December 31, 2019
	Carrying Value		Fair Value		Carrying Value		Fair Value
3.60% 2022 Senior Notes	$	249	$	258	$	249	$	255
3.60% 2026 Senior Notes	743		796		742		777
Loan related to tax-exempt waste disposal revenue bonds due 2027	11		11		11