Guarantor Disclosures | Guarantor Disclosures The Company's payment obligations under the 3.60% senior notes due 2022 , the 3.60% 2026 Senior Notes, the 5.0% 2046 Senior Notes, 4.625% Westlake 2021 Senior Notes and the 4.875% Westlake 2023 Senior Notes are fully and unconditionally guaranteed by each of its current and future domestic subsidiaries that guarantee other debt of the Company or of another guarantor of those notes in excess of $5,000 (the "Guarantor Subsidiaries"). Each Guarantor Subsidiary is 100% owned by Westlake Chemical Corporation (the " 100% Owned Guarantor Subsidiaries"). In October 2016, the Company executed a Joinder Agreement with the Administrative Agent of the Credit Agreement, whereby certain subsidiaries of the Company were added as Guarantor Subsidiaries. These guarantees are the joint and several obligations of the Guarantor Subsidiaries. The following unaudited condensed consolidating financial information presents the financial condition, results of operations and cash flows of Westlake Chemical Corporation, the 100% owned Guarantor Subsidiaries, and the remaining subsidiaries that do not guarantee the 3.60% senior notes due 2022 , the 3.60% 2026 Senior Notes, the 5.0% 2046 Senior Notes, 4.625% Westlake 2021 Senior Notes and the 4.875% Westlake 2023 Senior Notes (the "Non-Guarantor Subsidiaries"), together with consolidating eliminations necessary to present the Company's results on a consolidated basis. In August 2016, certain of the Company's subsidiary guarantors were released from their guarantees of the Company's 3.60% senior notes due 2022 in connection with the replacement of the Company's revolving credit facility. Westlake Chemical OpCo LP, which was previously separately presented as a less than 100% owned guarantor, and certain of the Company's other 100% owned subsidiaries that were previously presented as guarantors, are now reflected as Non-Guarantor Subsidiaries in the condensed consolidating guarantor financial information. Prior periods were retrospectively adjusted to conform to the current presentation of Guarantor Subsidiaries and Non-Guarantor Subsidiaries. Condensed Consolidating Financial Information as of September 30, 2017 Westlake Chemical Corporation 100% Owned Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated Balance Sheet Current assets Cash and cash equivalents $ 334,111 $ 33,089 $ 311,033 $ — $ 678,233 Accounts receivable, net 3,060,591 4,048,824 432,238 (6,398,674 ) 1,142,979 Inventories — 631,322 203,513 — 834,835 Prepaid expenses and other current assets 16,616 31,785 22,365 (35,906 ) 34,860 Restricted cash — 1,275 7,351 — 8,626 Total current assets 3,411,318 4,746,295 976,500 (6,434,580 ) 2,699,533 Property, plant and equipment, net — 4,330,104 2,013,533 — 6,343,637 Other assets, net Goodwill — 854,896 156,446 — 1,011,342 Customer relationships, net — 493,960 141,924 — 635,884 Other intangible assets, net — 92,155 74,011 — 166,166 Deferred charges and other assets, net 9,890,164 551,732 1,372,070 (11,426,403 ) 387,563 Total other assets, net 9,890,164 1,992,743 1,744,451 (11,426,403 ) 2,200,955 Total assets $ 13,301,482 $ 11,069,142 $ 4,734,484 $ (17,860,983 ) $ 11,244,125 Current liabilities Accounts payable $ 5,821,323 $ 830,824 $ 128,673 $ (6,220,016 ) $ 560,804 Accrued liabilities 155,106 436,816 232,114 (214,564 ) 609,472 Total current liabilities 5,976,429 1,267,640 360,787 (6,434,580 ) 1,170,276 Long-term debt, net 3,256,280 4,334,142 223,578 (4,464,598 ) 3,349,402 Deferred income taxes — 1,577,209 106,587 (22,882 ) 1,660,914 Pension and other liabilities — 364,011 148,023 — 512,034 Total liabilities 9,232,709 7,543,002 838,975 (10,922,060 ) 6,692,626 Total Westlake Chemical Corporation stockholders' equity 4,068,773 3,526,140 3,412,784 (6,938,923 ) 4,068,774 Noncontrolling interests — — 482,725 — 482,725 Total equity 4,068,773 3,526,140 3,895,509 (6,938,923 ) 4,551,499 Total liabilities and equity $ 13,301,482 $ 11,069,142 $ 4,734,484 $ (17,860,983 ) $ 11,244,125 Condensed Consolidating Financial Information as of December 31, 2016 Westlake Chemical Corporation 100% Owned Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Balance Sheet Current assets Cash and cash equivalents $ 146,990 $ 53,006 $ 259,457 $ — $ 459,453 Accounts receivable, net 2,117,540 3,329,871 323,931 (4,832,599 ) 938,743 Inventories — 597,819 203,281 — 801,100 Prepaid expenses and other current assets 30,748 41,755 12,494 (36,504 ) 48,493 Restricted cash — — 160,527 — 160,527 Total current assets 2,295,278 4,022,451 959,690 (4,869,103 ) 2,408,316 Property, plant and equipment, net — 4,475,943 1,944,119 — 6,420,062 Other assets, net Goodwill — 791,706 154,847 — 946,553 Customer relationships, net — 468,645 142,970 — 611,615 Other intangible assets, net — 130,243 71,177 (25,581 ) 175,839 Deferred charges and other assets, net 9,170,042 874,003 1,115,877 (10,832,054 ) 327,868 Total other assets, net 9,170,042 2,264,597 1,484,871 (10,857,635 ) 2,061,875 Total assets $ 11,465,320 $ 10,762,991 $ 4,388,680 $ (15,726,738 ) $ 10,890,253 Current liabilities Accounts payable $ 4,330,375 $ 748,364 $ 225,300 $ (4,807,780 ) $ 496,259 Accrued liabilities 26,367 389,216 183,223 (61,323 ) 537,483 Term loan — — 149,341 — 149,341 Total current liabilities 4,356,742 1,137,580 557,864 (4,869,103 ) 1,183,083 Long-term debt, net 3,584,949 4,090,775 — (3,997,070 ) 3,678,654 Deferred income taxes — 1,581,260 91,809 (22,494 ) 1,650,575 Pension and other liabilities — 360,622 125,274 — 485,896 Total liabilities 7,941,691 7,170,237 774,947 (8,888,667 ) 6,998,208 Total Westlake Chemical Corporation stockholders' equity 3,523,629 3,592,754 3,245,317 (6,838,071 ) 3,523,629 Noncontrolling interests — — 368,416 — 368,416 Total equity 3,523,629 3,592,754 3,613,733 (6,838,071 ) 3,892,045 Total liabilities and equity $ 11,465,320 $ 10,762,991 $ 4,388,680 $ (15,726,738 ) $ 10,890,253 Condensed Consolidating Financial Information for the Three Months Ended September 30, 2017 Westlake Chemical Corporation 100% Owned Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated Statement of Operations Net sales $ — $ 1,704,086 $ 837,536 $ (432,733 ) $ 2,108,889 Cost of sales — 1,371,813 665,124 (426,100 ) 1,610,837 Gross profit — 332,273 172,412 (6,633 ) 498,052 Selling, general and administrative expenses 1,509 93,149 37,617 (6,633 ) 125,642 Transaction and integration-related costs — 6,387 276 — 6,663 Income (loss) from operations (1,509 ) 232,737 134,519 — 365,747 Other income (expense) Interest expense (38,811 ) (44,381 ) (1,635 ) 44,791 (40,036 ) Other income, net 37,563 2,517 6,769 (44,791 ) 2,058 Income (loss) before income taxes (2,757 ) 190,873 139,653 — 327,769 Provision for (benefit from) income taxes (599 ) 92,597 16,621 — 108,619 Equity in net income of subsidiaries 212,989 — — (212,989 ) — Net income 210,831 98,276 123,032 (212,989 ) 219,150 Net income attributable to noncontrolling interests — — 8,318 — 8,318 Net income attributable to Westlake Chemical Corporation $ 210,831 $ 98,276 $ 114,714 $ (212,989 ) $ 210,832 Comprehensive income attributable to Westlake Chemical Corporation $ 254,400 $ 98,455 $ 158,160 $ (256,615 ) $ 254,400 Condensed Consolidating Financial Information for the Three Months Ended September 30, 2016 Westlake Chemical Corporation 100% Owned Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated Statement of Operations Net sales $ — $ 984,937 $ 611,983 $ (317,892 ) $ 1,279,028 Cost of sales — 892,198 497,460 (312,763 ) 1,076,895 Gross profit — 92,739 114,523 (5,129 ) 202,133 Selling, general and administrative expenses 2,092 47,952 27,814 (5,129 ) 72,729 Transactions and integration-related costs — 82,687 154 — 82,841 Income (loss) from operations (2,092 ) (37,900 ) 86,555 — 46,563 Other income (expense) Interest expense (22,130 ) (22,207 ) (908 ) 20,879 (24,366 ) Other income (expense), net 35,405 (15,189 ) 41,928 (20,879 ) 41,265 Income (loss) before income taxes 11,183 (75,296 ) 127,575 — 63,462 Provision for (benefit from) income taxes (2,088 ) (11,080 ) 6,616 — (6,552 ) Equity in net income of subsidiaries 52,391 — — (52,391 ) — Net income 65,662 (64,216 ) 120,959 (52,391 ) 70,014 Net income attributable to noncontrolling interests — — 4,352 — 4,352 Net income attributable to Westlake Chemical Corporation $ 65,662 $ (64,216 ) $ 116,607 $ (52,391 ) $ 65,662 Comprehensive income attributable to Westlake Chemical Corporation $ 39,636 $ (64,113 ) $ 104,129 $ (40,015 ) $ 39,637 Condensed Consolidating Financial Information for the Nine Months Ended September 30, 2017 Westlake Chemical Corporation 100% Owned Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated Statement of Operations Net sales $ — $ 4,880,682 $ 2,377,862 $ (1,227,878 ) $ 6,030,666 Cost of sales — 4,077,633 1,889,571 (1,207,567 ) 4,759,637 Gross profit — 803,049 488,291 (20,311 ) 1,271,029 Selling, general and administrative expenses 2,429 281,412 116,389 (20,311 ) 379,919 Transaction and integration-related costs — 22,611 338 — 22,949 Income (loss) from operations (2,429 ) 499,026 371,564 — 868,161 Other income (expense) Interest expense (115,156 ) (133,048 ) (5,623 ) 135,043 (118,784 ) Other income, net 112,002 2,944 26,688 (135,043 ) 6,591 Income (loss) before income taxes (5,583 ) 368,922 392,629 — 755,968 Provision for (benefit from) income taxes (1,451 ) 198,054 36,087 — 232,690 Equity in net income of subsidiaries 505,981 — — (505,981 ) — Net income 501,849 170,868 356,542 (505,981 ) 523,278 Net income attributable to noncontrolling interests — — 21,429 — 21,429 Net income attributable to Westlake Chemical Corporation $ 501,849 $ 170,868 $ 335,113 $ (505,981 ) $ 501,849 Comprehensive income attributable to Westlake Chemical Corporation $ 613,350 $ 171,413 $ 233,030 $ (404,443 ) $ 613,350 Condensed Consolidating Financial Information for the Nine Months Ended September 30, 2016 Westlake Chemical Corporation 100% Owned Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated Statement of Operations Net sales $ — $ 2,567,232 $ 1,734,611 $ (961,567 ) $ 3,340,276 Cost of sales — 2,233,395 1,353,764 (945,967 ) 2,641,192 Gross profit — 333,837 380,847 (15,600 ) 699,084 Selling, general and administrative expenses 3,648 121,261 70,448 (15,600 ) 179,757 Transaction and integration-related costs — 90,396 154 — 90,550 Income (loss) from operations (3,648 ) 122,180 310,245 — 428,777 Other income (expense) Interest expense (43,228 ) (39,693 ) (1,054 ) 47,009 (36,966 ) Other income (expense), net 40,807 (22,291 ) 80,584 (47,009 ) 52,091 Income (loss) before income taxes (6,069 ) 60,196 389,775 — 443,902 Provision for (benefit from) income taxes (8,268 ) 106,792 30,808 — 129,332 Equity in net income of subsidiaries 297,715 — — (297,715 ) — Net income 299,914 (46,596 ) 358,967 (297,715 ) 314,570 Net income attributable to noncontrolling interests — — 14,656 — 14,656 Net income attributable to Westlake Chemical Corporation $ 299,914 $ (46,596 ) $ 344,311 $ (297,715 ) $ 299,914 Comprehensive income attributable to Westlake Chemical Corporation $ 321,079 $ (46,187 ) $ 364,402 $ (318,214 ) $ 321,080 Condensed Consolidating Financial Information for the Nine Months Ended September 30, 2017 Westlake Chemical Corporation 100% Owned Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated Statement of Cash Flows Cash flows from operating activities Net income $ 501,849 $ 170,868 $ 356,542 $ (505,981 ) $ 523,278 Adjustments to reconcile net income to net cash provided by (used for) operating activities Depreciation and amortization — 294,227 154,306 — 448,533 Deferred income taxes (217 ) 20,299 3,212 — 23,294 Net changes in working capital and other (532,120 ) (129,330 ) 123,028 505,981 (32,441 ) Net cash provided by (used for) operating activities (30,488 ) 356,064 637,088 — 962,664 Cash flows from investing activities Additions to property, plant and equipment — (294,138 ) (120,133 ) — (414,271 ) Additions to cost method investment — (47,000 ) — — (47,000 ) Proceeds from disposition of assets — 25 146 — 171 Proceeds from involuntary conversion of assets — — 1,672 — 1,672 Receivable under the investment management agreement — — (119,000 ) 119,000 — Settlements of derivative instruments — (7 ) — — (7 ) Net cash used for investing activities — (341,120 ) (237,315 ) 119,000 (459,435 ) Cash flows from financing activities Intercompany financing 498,272 (313,276 ) (184,996 ) — — Receivable under the investment management agreement 119,000 — — (119,000 ) — Debt issuance costs (376 ) — — — (376 ) Dividends paid (76,491 ) — — — (76,491 ) Distributions to noncontrolling interests — 279,203 (299,970 ) — (20,767 ) Net proceeds from issuance of Westlake Chemical Partners LP common units — — 110,739 — 110,739 Proceeds from issuance of notes payable — — 5,946 — 5,946 Proceeds from drawdown of revolver 225,000 — — — 225,000 Restricted cash associated with term loan — — 154,000 — 154,000 Repayment of term loan — — (150,000 ) — (150,000 ) Repayment of notes payable — (788 ) (5,907 ) — (6,695 ) Repayment of revolver (550,000 ) — — — (550,000 ) Other 2,204 — — — 2,204 Net cash provided by (used for) financing activities 217,609 (34,861 ) (370,188 ) (119,000 ) (306,440 ) Westlake Chemical Corporation 100% Owned Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated Effect of exchange rate changes on cash and cash equivalents — — 21,991 — 21,991 Net increase (decrease) in cash and cash equivalents 187,121 (19,917 ) 51,576 — 218,780 Cash and cash equivalents at beginning of period 146,990 53,006 259,457 — 459,453 Cash and cash equivalents at end of period $ 334,111 $ 33,089 $ 311,033 $ — $ 678,233 Condensed Consolidating Financial Information for the Nine Months Ended September 30, 2016 Westlake Chemical Corporation 100% Owned Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated Statement of Cash Flows Cash flows from operating activities Net income $ 299,914 $ (46,596 ) $ 358,967 $ (297,715 ) $ 314,570 Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities Depreciation and amortization — 118,645 108,548 — 227,193 Deferred income taxes (5,178 ) 100,908 10,180 — 105,910 Net changes in working capital and other (313,676 ) (39,859 ) (47,693 ) 297,715 (103,513 ) Net cash provided by (used for) operating activities (18,940 ) 133,098 430,002 — 544,160 Cash flows from investing activities Acquisition of business, net of cash acquired — (2,437,829 ) — — (2,437,829 ) Additions to property, plant and equipment — (162,288 ) (305,042 ) — (467,330 ) Additions to cost method investment — (4,000 ) — — (4,000 ) Proceeds from disposition of assets — 48 165 — 213 Proceeds from sales and maturities of securities 658,338 — 4,600 — 662,938 Purchase of securities (138,422 ) — — — (138,422 ) Settlements of derivative instruments — (4,655 ) — — (4,655 ) Net cash provided by (used for) investing activities 519,916 (2,608,724 ) (300,277 ) — (2,389,085 ) Cash flows from financing activities Intercompany financing (2,242,604 ) 2,289,200 (46,596 ) — — Debt issuance costs (33,617 ) — (1,590 ) — (35,207 ) Dividends paid (71,933 ) — — — (71,933 ) Distributions to noncontrolling interests — 202,210 (214,510 ) — (12,300 ) Proceeds from debt issuance 1,428,512 — — — 1,428,512 Proceeds from issuance of notes payable — — 5,597 — 5,597 Proceeds from term loan and drawdown of revolver 450,000 — 150,000 — 600,000 Restricted cash associated with term loan — — (154,000 ) — (154,000 ) Repayment of notes payable — — (10,602 ) — (10,602 ) Repayment of revolver (125,000 ) — — — (125,000 ) Repurchase of common stock for treasury (67,406 ) — — — (67,406 ) Other 2,840 — — — 2,840 Net cash provided by (used for) financing activities (659,208 ) 2,491,410 (271,701 ) — 1,560,501 Effect of exchange rate changes on cash and cash equivalents — — 2,418 — 2,418 Net increase (decrease) in cash and cash equivalents (158,232 ) 15,784 (139,558 ) — (282,006 ) Cash and cash equivalents at beginning of period 303,131 6,818 352,576 — 662,525 Cash and cash equivalents at end of period $ 144,899 $ 22,602 $ 213,018 $ — $ 380,519 |