Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2023 | Oct. 26, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-32260 | |
Entity Registrant Name | Westlake Corporation | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 76-0346924 | |
Entity Address, Address Line One | 2801 Post Oak Boulevard | |
Entity Address, Address Line Two | Suite 600 | |
Entity Address, City or Town | Houston | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 77056 | |
City Area Code | 713 | |
Local Phone Number | 960-9111 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 128,140,768 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Entity Central Index Key | 0001262823 | |
Current Fiscal Year End Date | --12-31 | |
Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common Stock, $0.01 par value | |
Trading Symbol | WLK | |
Security Exchange Name | NYSE | |
1.625% Senior Notes Due 2029 | ||
Document Information [Line Items] | ||
Title of 12(b) Security | 1.625% Senior Notes due 2029 | |
Trading Symbol | WLK29 | |
Security Exchange Name | NYSE |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 3,057 | $ 2,228 |
Accounts receivable, net | 1,939 | 1,801 |
Inventories | 1,672 | 1,866 |
Prepaid expenses and other current assets | 89 | 78 |
Total current assets | 6,757 | 5,973 |
Property, plant and equipment, net | 8,570 | 8,525 |
Operating lease right-of-use assets | 651 | 615 |
Goodwill | 2,161 | 2,161 |
Customer relationships, net | 933 | 993 |
Other intangible assets, net | 538 | 572 |
Equity method investments | 1,117 | 1,142 |
Other assets, net | 669 | 569 |
Total assets | 21,396 | 20,550 |
Current liabilities | ||
Accounts payable | 811 | 889 |
Accrued and other liabilities | 1,549 | 1,409 |
Current portion of long-term debt, net | 299 | 0 |
Total current liabilities | 2,659 | 2,298 |
Long-term debt, net | 4,574 | 4,879 |
Deferred income taxes | 1,680 | 1,735 |
Pension and other post-retirement benefits | 349 | 355 |
Operating lease liabilities | 542 | 504 |
Other liabilities | 307 | 314 |
Total liabilities | 10,111 | 10,085 |
Commitments and contingencies (Note 14) | ||
Stockholders' equity | ||
Preferred stock, $0.01 par value, 50,000,000 shares authorized; no shares issued and outstanding | 0 | 0 |
Common stock, $0.01 par value, 300,000,000 shares authorized; 134,651,380 and 134,651,380 shares issued at September 30, 2023 and December 31, 2022, respectively | 1 | 1 |
Common stock, held in treasury, at cost; 6,518,691 and 7,278,651 shares at September 30, 2023 and December 31, 2022, respectively | (440) | (467) |
Additional paid-in capital | 619 | 601 |
Retained earnings | 10,705 | 9,885 |
Accumulated other comprehensive loss | (131) | (89) |
Total Westlake Corporation stockholders' equity | 10,754 | 9,931 |
Noncontrolling interests | 531 | 534 |
Total equity | 11,285 | 10,465 |
Total liabilities and equity | $ 21,396 | $ 20,550 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Preferred stock, par value, in dollars per share | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value, in dollars per share | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common Stock | ||
Common Stock, Shares, Issued | 134,651,380 | 134,651,380 |
Common Stock, Held in Treasury | ||
Treasury Stock, Common, Shares | 6,518,691 | 7,278,651 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Net sales | $ 3,115 | $ 3,956 | $ 9,722 | $ 12,495 |
Cost of sales | 2,529 | 3,180 | 7,702 | 8,989 |
Gross profit | 586 | 776 | 2,020 | 3,506 |
Selling, general and administrative expenses | 206 | 215 | 641 | 635 |
Amortization of intangibles | 31 | 39 | 92 | 124 |
Restructuring, transaction and integration-related costs | 0 | 6 | 6 | 24 |
Income from operations | 349 | 516 | 1,281 | 2,723 |
Other income (expense) | ||||
Interest expense | (40) | (44) | (124) | (134) |
Other income, net | 56 | 24 | 101 | 52 |
Income before income taxes | 365 | 496 | 1,258 | 2,641 |
Provision for income taxes | 70 | 84 | 249 | 592 |
Net income | 295 | 412 | 1,009 | 2,049 |
Net income attributable to noncontrolling interests | 10 | 11 | 33 | 34 |
Net income attributable to Westlake Corporation | $ 285 | $ 401 | $ 976 | $ 2,015 |
Earnings per common share attributable to Westlake Corporation: | ||||
Basic (in dollars per share) | $ 2.22 | $ 3.12 | $ 7.61 | $ 15.65 |
Diluted (in dollars per share) | $ 2.20 | $ 3.10 | $ 7.56 | $ 15.54 |
Weighted average common shares outstanding: | ||||
Basic (in shares) | 127,854,464 | 127,943,400 | 127,685,210 | 128,118,160 |
Diluted (in shares) | 128,583,927 | 128,747,012 | 128,509,618 | 129,003,750 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 295 | $ 412 | $ 1,009 | $ 2,049 |
Pension and other post-retirement benefits liability | ||||
Pension and other post-retirement benefits reserves adjustment | 0 | 0 | 0 | 1 |
Income tax provision on pension and other post-retirement benefits liability | 0 | 0 | (13) | 0 |
Foreign currency translation adjustments | ||||
Foreign currency translation | (50) | (106) | (30) | (175) |
Income tax provision benefit on foreign currency translation | (4) | (13) | (2) | (29) |
Other, net of income tax | (1) | 0 | 0 | 0 |
Other comprehensive loss, net of income taxes | (55) | (119) | (45) | (203) |
Comprehensive income | 240 | 293 | 964 | 1,846 |
Comprehensive income attributable to noncontrolling interests, net of tax of $1 and $1 for the three months ended September 30, 2023 and 2022; and net of tax of $3 and $3 for the nine months ended September 30, 2023 and 2022, respectively | 7 | 7 | 30 | 26 |
Comprehensive income attributable to Westlake Corporation | $ 233 | $ 286 | $ 934 | $ 1,820 |
Consolidated Statements Of Chan
Consolidated Statements Of Changes In Stockholders' Equity Statement - USD ($) $ in Millions | Total | Common Stock | Common Stock, Held in Treasury | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Noncontrolling Interests |
Beginning balances at Dec. 31, 2021 | $ 8,528 | $ 1 | $ (399) | $ 581 | $ 7,808 | $ (36) | $ 573 |
Beginning balance (in shares) at Dec. 31, 2021 | 134,651,380 | ||||||
Beginning balance, treasury stock (in shares) at Dec. 31, 2021 | 6,735,639 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | 764 | 756 | 8 | ||||
Other comprehensive loss | (11) | (9) | (2) | ||||
Shares issued—stock- based compensation (in shares) | (403,743) | ||||||
Shares issued—stock-based compensation | 10 | $ 27 | (17) | ||||
Stock-based compensation | 8 | 8 | |||||
Dividends declared | (39) | (39) | |||||
Distributions to noncontrolling interests | (10) | (10) | |||||
Noncontrolling interests | 2 | 2 | |||||
Ending balances at Mar. 31, 2022 | 9,252 | $ 1 | $ (372) | 572 | 8,525 | (45) | 571 |
Ending balance (in shares) at Mar. 31, 2022 | 134,651,380 | ||||||
Ending balance, treasury stock (in shares) at Mar. 31, 2022 | 6,331,896 | ||||||
Beginning balances at Dec. 31, 2021 | 8,528 | $ 1 | $ (399) | 581 | 7,808 | (36) | 573 |
Beginning balance (in shares) at Dec. 31, 2021 | 134,651,380 | ||||||
Beginning balance, treasury stock (in shares) at Dec. 31, 2021 | 6,735,639 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | 2,049 | ||||||
Other comprehensive loss | (203) | ||||||
Ending balances at Sep. 30, 2022 | 10,188 | $ 1 | $ (439) | 590 | 9,700 | (231) | 567 |
Ending balance (in shares) at Sep. 30, 2022 | 134,651,380 | ||||||
Ending balance, treasury stock (in shares) at Sep. 30, 2022 | 6,992,435 | ||||||
Beginning balances at Mar. 31, 2022 | 9,252 | $ 1 | $ (372) | 572 | 8,525 | (45) | 571 |
Beginning balance (in shares) at Mar. 31, 2022 | 134,651,380 | ||||||
Beginning balance, treasury stock (in shares) at Mar. 31, 2022 | 6,331,896 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | 873 | 858 | 15 | ||||
Other comprehensive loss | $ (73) | (71) | (2) | ||||
Common stock repurchased (in shares) | 412,490 | ||||||
Common stock repurchased | $ (41) | ||||||
Shares issued—stock- based compensation (in shares) | (103,079) | ||||||
Shares issued—stock-based compensation | $ 6 | $ 5 | 1 | ||||
Stock-based compensation | 9 | 9 | |||||
Dividends declared | (38) | (38) | |||||
Distributions to noncontrolling interests | (14) | (14) | |||||
Ending balances at Jun. 30, 2022 | 9,974 | $ 1 | $ (408) | 582 | 9,345 | (116) | 570 |
Ending balance (in shares) at Jun. 30, 2022 | 134,651,380 | ||||||
Ending balance, treasury stock (in shares) at Jun. 30, 2022 | 6,641,307 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | 412 | 401 | 11 | ||||
Other comprehensive loss | $ (119) | (115) | (4) | ||||
Common stock repurchased (in shares) | 372,430 | ||||||
Common stock repurchased | $ (32) | $ (32) | |||||
Shares issued—stock- based compensation (in shares) | (21,302) | ||||||
Shares issued—stock-based compensation | 1 | $ 1 | 0 | ||||
Stock-based compensation | 8 | 8 | |||||
Dividends declared | (46) | (46) | |||||
Distributions to noncontrolling interests | (10) | (10) | |||||
Ending balances at Sep. 30, 2022 | 10,188 | $ 1 | $ (439) | 590 | 9,700 | (231) | 567 |
Ending balance (in shares) at Sep. 30, 2022 | 134,651,380 | ||||||
Ending balance, treasury stock (in shares) at Sep. 30, 2022 | 6,992,435 | ||||||
Beginning balances at Dec. 31, 2022 | 10,465 | $ 1 | $ (467) | 601 | 9,885 | (89) | 534 |
Beginning balance (in shares) at Dec. 31, 2022 | 134,651,380 | ||||||
Beginning balance, treasury stock (in shares) at Dec. 31, 2022 | 7,278,651 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | 407 | 394 | 13 | ||||
Other comprehensive loss | 22 | 22 | |||||
Common stock repurchased (in shares) | 201,742 | ||||||
Common stock repurchased | (22) | $ (22) | |||||
Shares issued—stock- based compensation (in shares) | (469,404) | ||||||
Shares issued—stock-based compensation | 4 | $ 24 | (20) | ||||
Stock-based compensation | 9 | 9 | |||||
Dividends declared | (47) | (47) | |||||
Distributions to noncontrolling interests | (10) | (10) | |||||
Ending balances at Mar. 31, 2023 | 10,828 | $ 1 | $ (465) | 590 | 10,232 | (67) | 537 |
Ending balance (in shares) at Mar. 31, 2023 | 134,651,380 | ||||||
Ending balance, treasury stock (in shares) at Mar. 31, 2023 | 7,010,989 | ||||||
Beginning balances at Dec. 31, 2022 | 10,465 | $ 1 | $ (467) | 601 | 9,885 | (89) | 534 |
Beginning balance (in shares) at Dec. 31, 2022 | 134,651,380 | ||||||
Beginning balance, treasury stock (in shares) at Dec. 31, 2022 | 7,278,651 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | 1,009 | ||||||
Other comprehensive loss | (45) | ||||||
Ending balances at Sep. 30, 2023 | 11,285 | $ 1 | $ (440) | 619 | 10,705 | (131) | 531 |
Ending balance (in shares) at Sep. 30, 2023 | 134,651,380 | ||||||
Ending balance, treasury stock (in shares) at Sep. 30, 2023 | 6,518,691 | ||||||
Beginning balances at Mar. 31, 2023 | 10,828 | $ 1 | $ (465) | 590 | 10,232 | (67) | 537 |
Beginning balance (in shares) at Mar. 31, 2023 | 134,651,380 | ||||||
Beginning balance, treasury stock (in shares) at Mar. 31, 2023 | 7,010,989 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | 307 | 297 | 10 | ||||
Other comprehensive loss | (12) | (12) | |||||
Common stock repurchased (in shares) | 9,552 | ||||||
Common stock repurchased | (1) | $ (1) | |||||
Shares issued—stock- based compensation (in shares) | (55,470) | ||||||
Shares issued—stock-based compensation | 4 | $ 3 | 1 | ||||
Stock-based compensation | 10 | 10 | |||||
Dividends declared | (45) | (45) | |||||
Distributions to noncontrolling interests | (14) | (14) | |||||
Ending balances at Jun. 30, 2023 | 11,077 | $ 1 | $ (463) | 601 | 10,484 | (79) | 533 |
Ending balance (in shares) at Jun. 30, 2023 | 134,651,380 | ||||||
Ending balance, treasury stock (in shares) at Jun. 30, 2023 | 6,965,071 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | 295 | 285 | 10 | ||||
Other comprehensive loss | (55) | (52) | (3) | ||||
Shares issued—stock- based compensation (in shares) | (446,380) | ||||||
Shares issued—stock-based compensation | 31 | $ 23 | 8 | ||||
Stock-based compensation | 10 | 10 | |||||
Dividends declared | (64) | (64) | |||||
Distributions to noncontrolling interests | (9) | (9) | |||||
Ending balances at Sep. 30, 2023 | $ 11,285 | $ 1 | $ (440) | $ 619 | $ 10,705 | $ (131) | $ 531 |
Ending balance (in shares) at Sep. 30, 2023 | 134,651,380 | ||||||
Ending balance, treasury stock (in shares) at Sep. 30, 2023 | 6,518,691 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities | ||
Net income | $ 1,009 | $ 2,049 |
Adjustments to reconcile net income to net cash provided by operating activities | ||
Depreciation and amortization | 815 | 785 |
Stock-based compensation expense | 31 | 26 |
Loss from disposition and write-off of property, plant and equipment | 24 | 36 |
Deferred income taxes | (67) | 44 |
Other losses (gains), net | (12) | 24 |
Changes in operating assets and liabilities, net of effect of business acquisitions | ||
Accounts receivable | (130) | (100) |
Inventories | 194 | (338) |
Prepaid expenses and other current assets | (28) | (18) |
Accounts payable | (28) | 2 |
Accrued and other liabilities | 144 | 206 |
Other, net | (189) | (156) |
Net cash provided by operating activities | 1,763 | 2,560 |
Cash flows from investing activities | ||
Acquisition of business, net of cash acquired | 0 | (1,171) |
Additions to investments in unconsolidated subsidiaries | (18) | (177) |
Additions to property, plant and equipment | (752) | (811) |
Other, net | 20 | 11 |
Net cash used for investing activities | (750) | (2,148) |
Cash flows from financing activities | ||
Distributions to noncontrolling interests | (33) | (34) |
Dividends paid | (156) | (123) |
Proceeds from exercise of stock options | 39 | 17 |
Repayment of senior notes | 0 | (250) |
Repurchase of common stock for treasury | (23) | (68) |
Other, net | (2) | (22) |
Net cash used for financing activities | (175) | (480) |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (12) | (67) |
Net increase (decrease) in cash, cash equivalents and restricted cash | 826 | (135) |
Cash, cash equivalents and restricted cash at beginning of period | 2,246 | 1,941 |
Cash, cash equivalents and restricted cash at end of period | $ 3,072 | $ 1,806 |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive Income (Unaudited) Parenthetical - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Other Comprehensive Income (Loss), Tax, Portion Attributable to Noncontrolling Interest | $ 1 | $ 1 | $ 3 | $ 3 |
Basis of Financial Statements (
Basis of Financial Statements (Notes) | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Financial Statements | 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 Corporation (the "Company"), included in the annual report on Form 10-K for the fiscal year ended December 31, 2022 (the "2022 Form 10-K"), filed with the SEC on February 22, 2023. 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, 2022. The Company operates as an integrated global manufacturer and marketer of performance and essential materials and housing and infrastructure products. These products include some of the most widely used materials in the world, which are fundamental to many diverse consumer and industrial markets, including residential construction, flexible and rigid packaging, automotive products, healthcare products, materials used in turbines to generate wind energy, water treatment, coatings as well as other durable and non-durable goods. The Company's customers range from large chemical processors and plastics fabricators to small construction contractors, municipalities and supply warehouses throughout North America, Europe and Asia. 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 September 30, 2023, its results of operations for the nine months ended September 30, 2023 and 2022, and the changes in its cash position for the nine months ended September 30, 2023 and 2022. 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, 2023 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. Recently Issued Accounting Pronouncements Business Combinations—Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement (ASU 2023-05) In August 2023, the Financial Accounting Standards Board ("FASB") issued accounting standards update No. 2023-05 to address the accounting for contributions made to a joint venture, upon formation, in a joint venture’s separate financial statements, and to (1) provide decision-useful information to investors and other allocators of capital (collectively, investors) in a joint venture’s financial statements and (2) reduce diversity in practice. Under the ASU, a joint venture, upon formation, should recognize and initially measure its assets and liabilities at fair value (with exceptions to fair value measurement that are consistent with guidance for business combinations guidance). The amendments in this update become effective for all joint venture formations with a formation date on or after January 1, 2025. Additionally, a joint venture that was formed before January 1, 2025 may elect to apply the amendments retrospectively if it has sufficient information. Early adoption is permitted in any interim or annual period in which financial statements have not yet been issued (or made available for issuance), either prospectively or retrospectively. The Company does not expect that this accounting standard will have a material impact, upon adoption, on the Company's consolidated financial position, results of operations and cash flows. Leases (Topic 842): Common Control Arrangements (ASU 2023-01) In March 2023, the FASB issued accounting standards update No. 2023-01 to amend certain provisions of ASC 842 that apply to arrangements between related parties under common control. The update requires all companies to amortize leasehold improvements associated with common control leases over the asset’s useful life to the common control group regardless of the lease term. The amendment in this update is effective for all entities in fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early application is permitted. The Company does not expect that this accounting standard will have a material impact, upon adoption, on the Company's consolidated financial position, results of operations and cash flows. Recently Adopted Accounting Standards Liabilities - Supplier Finance Programs (ASU No. 2022-04) In September 2022, the FASB issued accounting standards update No. 2022-04 to enhance transparency of supplier finance programs. Under the ASU, the buyer in a supplier finance program is required to disclose information about the key terms of the program, outstanding confirmed amounts as of the end of the period, a rollforward of the amount of obligations confirmed and the amount of obligations subsequently paid, and a description of where in the financial statements outstanding amounts are presented. The amendments in this update became effective for all entities for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, except for the disclosure of rollforward information, which is effective for fiscal years beginning after December 15, 2023. The Company adopted this accounting standard effective January 1, 2023, and the adoption did not have a material impact on the Company's consolidated financial position, results of operations and cash flows. Business Combinations - Accounting for Contract Assets and Contract Liabilities from Contracts with Customers Update (ASU No.2021-08) In October 2021, the FASB issued an accounting standards update that requires acquiring entities to recognize and measure contract assets and contract liabilities in a business combination in accordance with the accounting guidance on Revenue from Contracts with Customers (ASC 606). The guidance in this update improves comparability for both the recognition and measurement of acquired revenue contracts with customers at the date of and after a business combination. The accounting standard became effective for reporting periods beginning after December 15, 2022. The Company adopted this accounting standard effective January 1, 2023, and the standard will be applicable to future business combinations. Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the "IRA") was signed into law. The IRA contains several revisions to the Internal Revenue Code, including a 15% corporate minimum income tax for corporations with average annual adjusted financial statement income over a three-tax-year period in excess of $1 billion and is effective for the tax years beginning after December 31, 2022, a 1% excise tax on stock repurchases made by publicly traded U.S. corporations after December 31, 2022, and business tax credits and incentives for the development of clean energy projects and the production of clean energy. At this time, the Company does not expect the IRA will have a material impact on the Company's consolidated financial statements. The Company continues to evaluate the IRA's impact as new information and guidance becomes available. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisition | AcquisitionOn February 1, 2022, the Company completed its acquisition of Hexion's global epoxy business ("Westlake Epoxy") for a total final purchase consideration of $1,207. The assets acquired and liabilities assumed and the results of operations of the Westlake Epoxy business are included in the Performance and Essential Materials segment. |
Financial Instruments (Notes)
Financial Instruments (Notes) | 9 Months Ended |
Sep. 30, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Financial Instruments | Financial Instruments Restricted Cash and Cash Equivalents The Company had restricted cash and cash equivalents of $15 and $18 at September 30, 2023 and December 31, 2022, respectively. The Company's restricted cash and cash equivalents are primarily 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. |
Accounts Receivable
Accounts Receivable | 9 Months Ended |
Sep. 30, 2023 | |
Receivables [Abstract] | |
Accounts Receivable | Accounts Receivable Accounts receivable consist of the following: September 30, December 31, Trade customers $ 1,598 $ 1,676 Related parties 3 3 Allowance for credit losses (27) (28) 1,574 1,651 Federal and state taxes 84 69 Other 281 81 Accounts receivable, net $ 1,939 $ 1,801 |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories consist of the following: September 30, December 31, Finished products $ 1,028 $ 1,157 Feedstock, additives, chemicals and other raw materials 417 496 Materials and supplies 227 213 Inventories $ 1,672 $ 1,866 |
Goodwill
Goodwill | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill The carrying amounts and changes in the carrying amount of goodwill for the nine months ended September 30, 2023 were as follows: Performance and Essential Materials Segment Housing and Infrastructure Products Segment Total Balances at December 31, 2022 $ 1,020 $ 1,141 $ 2,161 Measurement period adjustments 4 1 5 Effects of changes in foreign exchange rates (4) (1) (5) Balances at September 30, 2023 $ 1,020 $ 1,141 $ 2,161 |
Accounts Payable (Notes)
Accounts Payable (Notes) | 9 Months Ended |
Sep. 30, 2023 | |
Accounts Payable [Abstract] | |
Accounts Payable | Accounts Payable Accounts payable consist of the following: September 30, December 31, Accounts payable—third parties $ 791 $ 870 Accounts payable to related parties 17 16 Notes payable 3 3 Accounts payable $ 811 $ 889 |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Long-term debt consists of the following: September 30, December 31, 0.875% senior notes due 2024 $ 300 $ 300 3.60% senior notes due 2026 750 750 Loan related to tax-exempt waste disposal revenue bonds due 2027 11 11 1.625% €700 million senior notes due 2029 740 750 3.375% senior notes due 2030 300 300 3.50% senior notes due 2032 250 250 2.875% senior notes due 2041 350 350 5.00% senior notes due 2046 700 700 4.375% senior notes due 2047 500 500 3.125% senior notes due 2051 600 600 3.375% senior notes due 2061 450 450 Term loans due 2026 13 15 Total long-term debt, principal amount 4,964 4,976 Less: unamortized discount and debt issuance costs (91) (97) Long-term debt, carrying value 4,873 4,879 Less current portion: 0.875% senior notes due 2024 (299) — Long-term debt, carrying value, net of current portion $ 4,574 $ 4,879 Unamortized debt issuance costs on long-term debt were $37 and $40 at September 30, 2023 and December 31, 2022, respectively. As of September 30, 2023, the Company was in compliance with all of its long-term debt covenants. Credit Agreement On June 9, 2022, the Company entered into a new $1,500 revolving credit facility that is scheduled to mature on June 9, 2027 (the "Credit Agreement") and, in connection therewith, terminated the Company's then existing revolving credit agreement. The Credit Agreement bears interest at either (a) Adjusted Term Secured Overnight Financing Rate (as defined in the Credit Agreement) plus a margin ranging from 1.00% to 1.625% per annum or (b) Alternate Base Rate (as defined in the Credit Agreement) plus a margin ranging from 0.00% to 0.625% per annum, in each case depending on the credit rating of the Company. The Credit Agreement contains certain affirmative and negative covenants, including a quarterly total leverage ratio financial maintenance covenant. As of September 30, 2023 , 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 to lend thereunder and payments of any outstanding amounts thereunder could be accelerated by the lenders. None of the Company's subsidiaries are required to guarantee the obligations of the Company under the Credit Agreement. 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. As of September 30, 2023, the Company had no borrowings and no letters of credit outstanding, and had borrowing availability of $1,500, under the Credit Agreement. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Income (Loss) Changes in accumulated other comprehensive income (loss) by component for the nine months ended September 30, 2023 and 2022 were as follows: Pension and Other Post-Retirement Benefits Liability, Net of Tax Cumulative Foreign Currency Total Balances at December 31, 2022 $ 52 $ (141) $ (89) Net other comprehensive loss attributable to Westlake Corporation (13) (29) (42) Balances at September 30, 2023 $ 39 $ (170) $ (131) Balances at December 31, 2021 $ 20 $ (56) $ (36) Net other comprehensive income (loss) attributable to Westlake Corporation 1 (196) (195) Balances at September 30, 2022 $ 21 $ (252) $ (231) |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 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 majority of the Company's long-term debt instruments 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 total long-term debt are summarized below: September 30, 2023 December 31, 2022 Carrying Fair Carrying Fair Long-term debt $ 4,873 $ 3,849 $ 4,879 $ 3,940 |
Income Taxes (Notes)
Income Taxes (Notes) | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The effective income tax rate was 19.2% for the three months ended September 30, 2023 as compared to 16.9% for the three months ended September 30, 2022. The effective income tax rate for the three months ended September 30, 2023 was below the statutory rate of 21.0% primarily due to U.S. federal research and development credits available to the Company, partially offset by an increase in reserves for uncertain income tax positions. The effective income tax rate for the three months ended September 30, 2022 was below the statutory rate of 21.0% primarily due to U.S. federal research and development credits available to the Company. The effective income tax rate was 19.8% for the nine months ended September 30, 2023 as compared to 22.4% for the nine months ended September 30, 2022. The effective income tax rate for the nine months ended September 30, 2023 was below the statutory rate of 21.0% primarily due to U.S. federal research and development credits available to the Company and the reduction of reserves for uncertain income tax positions as a result of a closed federal income tax audit, which was partially offset by an increase in reserves for uncertain income tax positions. The effective income tax rate for the nine months ended September 30, 2022 was above the statutory rate of 21.0% primarily due to state and foreign taxes. |
Earnings and Dividends per Shar
Earnings and Dividends per Share (Notes) | 9 Months Ended |
Sep. 30, 2023 | |
Earnings and Dividends Per Share [Abstract] | |
Earnings and Dividends per Share | Earnings and Dividends per Share Earnings per Share The Company has unvested restricted stock units outstanding that are considered participating securities and, therefore, computes basic and diluted earnings per share under the two-class method. Basic earnings per share for the periods are based upon the weighted average number of shares of common stock outstanding during each period. Diluted earnings per share include the effects of certain stock options and performance stock units. Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Net income attributable to Westlake Corporation $ 285 $ 401 $ 976 $ 2,015 Less: Net income attributable to participating securities (2) (2) (5) (10) Net income attributable to common shareholders $ 283 $ 399 $ 971 $ 2,005 The following table reconciles the denominator for the basic and diluted earnings per share computations shown in the consolidated statements of operations: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Weighted average common shares—basic 127,854,464 127,943,400 127,685,210 128,118,160 Plus incremental shares from: Assumed exercise of options and vesting of performance stock units 729,463 803,612 824,408 885,590 Weighted average common shares—diluted 128,583,927 128,747,012 128,509,618 129,003,750 Earnings per common share attributable to Westlake Corporation: Basic $ 2.22 $ 3.12 $ 7.61 $ 15.65 Diluted $ 2.20 $ 3.10 $ 7.56 $ 15.54 Excluded from the computation of diluted earnings per share are options to purchase 180,879 and 587,530 shares of common stock for the three months ended September 30, 2023 and 2022, respectively; and 291,303 and 303,878 shares of common stock for the nine months ended September 30, 2023 and 2022, respectively. These options were outstanding during the periods reported but were excluded because the effect of including them would have been antidilutive. Dividends per Share Dividends declared per common share for the nine months ended September 30, 2023 and 2022 were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Dividends per common share $ 0.5000 $ 0.3570 $ 1.2140 $ 0.9520 |
Supplemental Information (Notes
Supplemental Information (Notes) | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Supplemental Information | Supplemental Information Equity Method Investments LACC, LLC Joint Venture As of September 30, 2023, the Company owned an aggregate 50% membership interest in LACC, LLC ("LACC"). The Company accounts for its investment in LACC under the equity method of accounting and the change for the nine months ended September 30, 2023 was as follows: Investment in LACC Balance at December 31, 2022 $ 1,075 Cash contributions 15 Depreciation and amortization (37) Balance at September 30, 2023 $ 1,053 Other Assets, Net Other assets, net were $669 and $569 at September 30, 2023 and December 31, 2022, respectively. Deferred turnaround costs, net of accumulated amortization, included in other assets, net were $413 and $359 at September 30, 2023 and December 31, 2022, respectively. Accrued and Other Liabilities Accrued and other liabilities were $1,549 and $1,409 at September 30, 2023 and December 31, 2022, respectively. Accrued rebates and accrued litigation reserves, which are components of accrued and other liabilities, were $210, and $312, respectively, at September 30, 2023 and $227 and $90, respectively, at December 31, 2022. No other component of accrued and other liabilities was more than five percent of total current liabilities. Accrued liabilities with related parties were $30 and $44 at September 30, 2023 and December 31, 2022, respectively. Other Income, Net The other income, net of $56 for the three months ended September 30, 2023 included interest income and insurance recoveries of $28 and $17, respectively, and other income, net of $24 for the three months ended September 30, 2022 included interest income and income from pension and post retirement plans of $6 and $10, respectively. Other income, net of $101 for the nine months ended September 30, 2023, included interest income and insurance recoveries of $66 and $25, respectively, and $52 for the nine months ended September 30, 2022 included income from pension and post retirement plans, interest income and income from unconsolidated subsidiaries of $20, $12 and $11, respectively. Non-cash Investing Activity Capital expenditure related liabilities, included in accounts payable and accrued and other liabilities, were $120 and $149 at September 30, 2023 and September 30, 2022, respectively. Supplemental Cash Flow Information Nine Months Ended September 30, 2023 2022 Cash paid for: Interest, net of interest capitalized $ 140 $ 151 Income taxes 388 529 Operating lease information: Right-of-use assets obtained in exchange for operating lease obligations $ 132 $ 138 |
Commitments and Contingencies (
Commitments and Contingencies (Notes) | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies The Company is involved in a number of legal and regulatory matters, principally environmental in nature, that are incidental to the normal conduct of its business, including lawsuits, investigations and claims. The outcome of these matters are inherently unpredictable. The Company believes that, in the aggregate, the outcome of all known legal and regulatory matters will not have a material adverse effect on its consolidated financial statements; however, under certain circumstances, if required to recognize costs in a specific period, when combined with other factors, outcomes with respect to such matters may be material to the Company's consolidated statements of operations in such period. The Company's assessment of the potential impact of environmental matters, in particular, is subject to uncertainty due to the complex, ongoing and evolving process of investigation and remediation of such environmental matters, and the potential for technological and regulatory developments. In addition, the impact of evolving claims and programs, such as natural resource damage claims, industrial site reuse initiatives and state remediation programs creates further uncertainty of the ultimate resolution of these matters. The Company anticipates that the resolution of many legal and regulatory matters, and in particular environmental matters, will occur over an extended period of time. Caustic Soda Antitrust. The Company and other caustic soda producers were named as defendants in multiple purported class action civil lawsuits filed since March 2019 in the U.S. District Court for the Western District of New York. The lawsuits allege the defendants conspired to fix, raise, maintain and stabilize the price of caustic soda, restrict domestic (U.S.) supply of caustic soda and allocate caustic soda customers. The other defendants named in the lawsuits are Olin Corporation, K.A. Steel Chemicals (a wholly-owned subsidiary of Olin), Occidental Chemical Corporation d/b/a OxyChem, Shintech Incorporated and Formosa Plastics Corporation, U.S.A. Each of the lawsuits is filed on behalf of the respective named plaintiff or plaintiffs and a putative class comprised of either direct purchasers or indirect purchasers of caustic soda in the U.S. The plaintiffs in the putative class for such direct purchasers seek $861 in single damages from the defendants, in addition to treble damages and attorney's fees. The plaintiffs in the putative class for such indirect purchasers seek approximately $500 in single damages from the defendants, in addition to treble damages (if permitted under applicable state law) and injunctive relief. The defendants' joint motion to dismiss the direct purchaser lawsuits was denied. The defendants' joint motion to dismiss the indirect purchaser lawsuits was granted in part and denied in part. Both groups of cases have proceeded to discovery. On October 16, 2023, the Company entered into a settlement agreement whereby the Company agreed, subject to the terms and conditions of the settlement agreement, to pay $19 to the direct purchaser plaintiffs and in which the Company admits to no violations of law and will be released from liability and dismissed from the direct purchaser lawsuits with prejudice upon receipt of final court approval of the settlement. Preliminary court approval of the settlement has been requested and is pending. If the court grants such preliminary approval, notice of the settlement will be disseminated to the settlement class, and the settlement class members will, for a limited time period, have an opportunity to opt-out of or object to the settlement. The Company anticipates that, after any notice has been disseminated to the settlement class and any opt-out and objection period has closed, the settlement plaintiffs and settlement class will submit, and the Company will support, a motion for final approval of the settlement and entry of a final judgment in accordance with the terms of the settlement agreement. The Company reserved $19 during the three months ended September 30, 2023. Beginning in October 2020, similar class action proceedings were also filed in Canada before the Superior Court of Quebec as well as before the Federal Court. These proceedings seek the certification or authorization of a class action on behalf of all residents of Canada who purchased caustic soda (including, in one of the cases, those who merely purchased products containing caustic soda) from October 1, 2015 through the present or such date deemed appropriate by the court. On December 10, 2021, the Superior Court of Quebec stayed its proceedings until after a final certification decision is released in the Federal Court proceedings. At this time, the Company is not able to estimate the impact, if any, that these lawsuits could have on the Company's consolidated financial statements either in the current period or in future periods. Ethylene Antitrust . The Company and other ethylene consumers were named as defendants in a civil lawsuit filed by Shell Chemical Europe B.V. ("SCE") in March 2023 in the District Court of Amsterdam, the Netherlands, following the European Commission Decision AT.40410 – Ethylene from July 14, 2020. SCE is a producer of ethylene in the European market and the lawsuit alleges the defendants conspired to lower the purchase price for ethylene and ethylene derivatives by manipulating the monthly contract price. SCE initially sought declaratory relief. In October 2023, SCE amended its claim and is now seeking a judgment establishing that the Company and the co-defendants are jointly and severally liable for alleged damages in the amount of approximately €1,026 million with interest compounding daily from January 1, 2020 and continuing until payment in full, as provided by Dutch law, resulting from artificially lowered prices for ethylene and ethylene derivatives during the specified period. SCE is also seeking reimbursement of costs related to the proceeding plus statutory interest. In October 2023, the Company received a demand letter from a Dutch foundation named Stichting Ethylene Claims, asserting unspecified damages following the same alleged conduct. At this time, the Company is not able to estimate the impact, if any, that the SCE lawsuit and/or the demand letter could have on the Company's consolidated financial statements either in the current period or in future periods. Triad Hunter. In April 2018, Triad Hunter, LLC ("Triad Hunter") filed suit against the Company and certain of its subsidiaries in the Court of Common Pleas in Monroe County, Ohio seeking injunctive relief and alleging negligence and trespass at the Natrium Plant with respect to Triad Hunter's well drilling activities in Ohio. On October 27, 2022, the jury returned a verdict finding that the Company had committed trespass and was negligent in conducting salt mining operations at the Natrium Plant. Upon receipt of the jury verdict, the Company reserved approximately $70, for the damages awarded to Triad Hunter. The court subsequently denied Triad Hunter’s request to enjoin further solution mining from one of the brine fields at the Natrium Plant. On September 12, 2023, final judgment was entered in the amount of $70 with interest accruing at the rate of 5% from the date the judgment was rendered, as provided by law. The Company appealed the verdict and sought a stay of execution pending appeal on October 30, 2023. Petro 2 Flash Fire and EDC Storage Tank Explosion. On September 27, 2021, shortly after the turnaround on Westlake Chemical OpCo LP's Petro 2 ethylene facility commenced, there was a flash fire at the quench tower of the Petro 2 facility. In January 2022, an ethylene dichloride storage tank exploded at one of the Company's Lake Charles, Louisiana, complex. Certain employees and contractors working on the sites at the time of the events were injured during these events. There are lawsuits pending in connection with these events and discovery is continuing. Settlements have been reached with a number of the plaintiffs in the lawsuits, and the Company has numerous insurance policies that provide coverage for these settlements. The Company has reserved for these settlements and recorded an insurance receivable. The Company was recently notified that for some of the insurance policies, retention levels for coverage may not apply until there is a higher amount of loss. The Company reserves all of its rights under the policies and at law to pursue recovery. At this time, the Company is unable to estimate the impact, if any, that these lawsuits could have on the Company’s consolidated financial statements either in the current period or in future periods. Environmental Contingencies. As of September 30, 2023 and December 31, 2022, the Company had reserves for environmental contingencies totaling approximately $47 and $55, respectively, most of which was classified as noncurrent liabilities. The Company's assessment of the potential impact of these environmental contingencies is subject to considerable uncertainty due to the complex, ongoing and evolving process of investigation and remediation, if necessary, of such environmental contingencies, and the potential for technological and regulatory developments. Calvert City Proceedings. For several years, the Environmental Protection Agency (the "EPA") has been conducting remedial investigation and feasibility studies at the Company's Calvert City, Kentucky facility pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 ("CERCLA"). As the current owner of the Calvert City facility, the Company was named by the EPA as a potentially responsible party ("PRP") along with Goodrich Corporation ("Goodrich") and its successor-in-interest, Avient Corporation (formerly known as PolyOne Corporation, "Avient"). On November 30, 2017, the EPA published a draft Proposed Plan, incorporating by reference an August 2015 draft Remedial Investigation ("RI") report, an October 2017 draft Feasibility Study ("FS") report and a Technical Impracticability Waiver document dated December 19, 2017. On June 18, 2018, the EPA published an amendment to its Proposed Plan. The amended Proposed Plan describes a final remedy for the onshore portion of the site comprised of a containment wall, targeted treatment and supplemental hydraulic containment. The amended Proposed Plan also describes an interim approach to address the contamination under the river that would include recovery of any mobile contaminants by an extraction well along with further study of the extent of the contamination and potential treatment options. The EPA's estimated cost of implementation is $107, with an estimated $1 to $3 in annual operation and maintenance ("O&M") costs. In September 2018, the EPA published the Record of Decision ("ROD") for the site, formally selecting the preferred final and interim remedies outlined in the amended Proposed Plan. In October 2018, the EPA issued Special Notice letters to the PRPs for the remedial design phase of work under the ROD. In April 2019, the PRPs and the EPA entered into an administrative settlement agreement and order on consent for remedial design. In October 2019, the PRPs received special notice letters for the remedial action phase of work at the site. The Company, jointly with the other PRPs, submitted a good faith offer response in December 2019. On September 17, 2020, the EPA and the Department of Justice filed a proposed consent decree for the remedial action with the U.S. District Court for the Western District of Kentucky. On November 16, 2020, the Department of Justice filed a motion to approve and enter the consent decree. On January 28, 2021, the Court granted the unopposed motion to enter the consent decree, which became effective the same day. The Company's allocation of liability for remedial and O&M costs at the Calvert City site, if any, is governed by a series of agreements between the Company, Goodrich and Avient. These agreements and the associated litigation are described below. In connection with the 1990 and 1997 acquisitions of the Goodrich chemical manufacturing complex in Calvert City, Goodrich agreed to indemnify the Company for any liabilities related to preexisting contamination at the complex. For its part, the Company agreed to indemnify Goodrich for post-closing contamination caused by the Company's operations. The soil and groundwater at the complex, which does not include the Company's nearby PVC facility, had been extensively contaminated by Goodrich's operations. In 1993, Goodrich spun off the predecessor of Avient, and that predecessor assumed Goodrich's indemnification obligations relating to preexisting contamination. In 2003, litigation arose among the Company, Goodrich and Avient with respect to the allocation of the cost of remediating contamination at the site. The parties settled this litigation in December 2007 and the case was dismissed. In the settlement, the parties agreed that, among other things: (1) Avient would pay 100% of the costs (with specified exceptions), net of recoveries or credits from third parties, incurred with respect to environmental issues at the Calvert City site from August 1, 2007 forward; and (2) either the Company or Avient might, from time to time in the future (but not more than once every five years), institute an arbitration proceeding to adjust that percentage. In May 2017, Avient filed a demand for arbitration. In this proceeding, Avient sought to readjust the percentage allocation of future costs and to recover approximately $11 from the Company in reimbursement of previously paid remediation costs. The Company's cross demand for arbitration seeking unreimbursed remediation costs incurred during the relevant period was dismissed from the proceedings when Avient paid such costs in full at the beginning of the arbitration hearing. On July 10, 2018, Avient sued the Company in the U.S. District Court for the Western District of Kentucky and sought to invalidate the arbitration provisions in the parties' 2007 settlement agreement and enjoin the arbitration it had initiated in 2017. On July 30, 2018, the district court refused to enjoin the arbitration and, on January 15, 2019, the court granted the Company's motion to dismiss Avient's suit. On February 13, 2019, Avient appealed those decisions to the U.S. Court of Appeals for the Sixth Circuit. The court of appeals issued an opinion and final order on September 6, 2019, affirming the district court. The arbitration hearing began in August 2018 and concluded in December 2018. On May 22, 2019, the arbitration panel issued its final award. It determined that Avient was responsible for 100% of the allocable costs at issue in the proceeding and that Avient would remain responsible for 100% of the costs to operate the existing groundwater remedy at the Calvert City site. In August 2019, Avient filed a motion to vacate before the U.S. District Court for the Western District of Kentucky, seeking to invalidate the final award under the Federal Arbitration Act. On February 11, 2020, the U.S. District Court for the Western District of Kentucky denied Avient's motion to vacate and affirmed the arbitration final award. Avient did not file a notice of appeal before the March 10, 2020 deadline to contest the court's decision. Accordingly, the final award was affirmed, and the arbitration proceeding is fully and finally resolved. In March 2022, the Company filed a demand for arbitration seeking reimbursement for certain allocable costs incurred during the applicable period since May 2017, and which Avient has failed to pay or disputed as not subject to indemnity under the 1990 and 1997 agreements. In April 2022, Avient filed a complaint in the federal district court for the Western District of Kentucky disputing the enforceability of the 2007 settlement agreement and seeking to enjoin arbitration. Avient claims that the allocable costs at issue are up to $22, for which Avient claims the Company is totally liable. On September 30, 2023, the court issued an order denying without prejudice the parties’ cross motions for summary judgment and set a 30-day deadline for the parties to refile and provide additional briefing on specific aspects of the arguments before the court. The Company disputes these claims and at this time, the Company believes it is unlikely that any remediation costs allocable to it would result in material expenditures in any individual reporting period. Environmental Remediation: Reasonably Possible Matters . The Company's assessment of the potential impact of environmental contingencies is subject to considerable uncertainty due to the complex, ongoing and evolving process of investigation and remediation, if necessary, of such environmental contingencies, and the potential for technological and regulatory developments. As such, in addition to the amounts currently reserved, the Company may be subject to reasonably possible loss contingencies related to environmental matters in the range of $75 to $135. |
Segment Information (Notes)
Segment Information (Notes) | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information The Company operates in two principal operating segments: Performance and Essential Materials and Housing and Infrastructure Products. These segments are strategic business units that offer a variety of different materials and products. The Company manages each segment separately as each business requires different technology and marketing strategies. Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Net external sales Performance and Essential Materials Performance Materials $ 1,127 $ 1,689 $ 3,549 $ 5,678 Essential Materials 844 1,022 2,907 2,969 Total Performance and Essential Materials 1,971 2,711 6,456 8,647 Housing and Infrastructure Products Housing Products 963 1,018 2,699 3,106 Infrastructure Products 181 227 567 742 Total Housing and Infrastructure Products 1,144 1,245 3,266 3,848 $ 3,115 $ 3,956 $ 9,722 $ 12,495 Intersegment sales Performance and Essential Materials $ 115 $ 248 $ 328 $ 788 Housing and Infrastructure Products — — — — $ 115 $ 248 $ 328 $ 788 Income (loss) from operations Performance and Essential Materials $ 105 $ 353 $ 723 $ 2,197 Housing and Infrastructure Products 256 186 589 607 Corporate and other (12) (23) (31) (81) $ 349 $ 516 $ 1,281 $ 2,723 Depreciation and amortization Performance and Essential Materials $ 225 $ 196 $ 652 $ 572 Housing and Infrastructure Products 51 65 157 206 Corporate and other 1 3 6 7 $ 277 $ 264 $ 815 $ 785 Other income, net Performance and Essential Materials $ 9 $ 12 $ 14 $ 25 Housing and Infrastructure Products 20 3 30 9 Corporate and other 27 9 57 18 $ 56 $ 24 $ 101 $ 52 Provision for (benefit from) income taxes Performance and Essential Materials $ (11) $ 40 $ 70 $ 464 Housing and Infrastructure Products 68 44 152 146 Corporate and other 13 — 27 (18) $ 70 $ 84 $ 249 $ 592 Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Capital expenditures Performance and Essential Materials $ 201 $ 265 $ 621 $ 678 Housing and Infrastructure Products 40 51 120 126 Corporate and other 4 2 11 7 $ 245 $ 318 $ 752 $ 811 A reconciliation of total segment income from operations to consolidated income before income taxes is as follows: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Income from operations $ 349 $ 516 $ 1,281 $ 2,723 Interest expense (40) (44) (124) (134) Other income, net 56 24 101 52 Income before income taxes $ 365 $ 496 $ 1,258 $ 2,641 September 30, December 31, Total assets Performance and Essential Materials $ 13,990 $ 13,978 Housing and Infrastructure Products 5,085 5,022 Corporate and other 2,321 1,550 $ 21,396 $ 20,550 |
Westlake Chemical Partners LP (
Westlake Chemical Partners LP (Notes) | 9 Months Ended |
Sep. 30, 2023 | |
Partners' Capital [Abstract] | |
Westlake Chemical Partners LP | Westlake Chemical Partners LP In 2014, the Company formed Westlake Chemical Partners LP ("Westlake Partners") to operate, acquire and develop ethylene production facilities and related assets. Also in 2014, Westlake Partners completed its initial public offering of 12,937,500 common units. As of September 30, 2023, Westlake Partners had a 22.8% limited partner interest in Westlake Chemical OpCo LP ("OpCo"), and the Company retained a 77.2% limited partner interest in OpCo and a significant interest in Westlake Partners through the Company's ownership of Westlake Partners' general partner, 40.1% of the limited partner interests (consisting of 14,122,230 common units) and incentive distribution rights. On October 4, 2018, Westlake Partners and Westlake Chemical Partners GP LLC, the general partner of Westlake Partners, entered into an Equity Distribution Agreement with UBS Securities LLC, Barclays Capital Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., RBC Capital Markets, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC to offer and sell Westlake Partners' common units, from time to time, up to an aggregate offering amount of $50. This Equity Distribution Agreement was amended on February 28, 2020 to reference a new shelf registration and subsequent renewals thereof for utilization under this agreement. No common units were issued under this program as of September 30, 2023. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Pay vs Performance Disclosure | ||||
Net income attributable to Westlake Corporation | $ 285 | $ 401 | $ 976 | $ 2,015 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Sep. 30, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Basis of Financial Statements_2
Basis of Financial Statements (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
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 Corporation (the "Company"), included in the annual report on Form 10-K for the fiscal year ended December 31, 2022 (the "2022 Form 10-K"), filed with the SEC on February 22, 2023. 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, 2022. The Company operates as an integrated global manufacturer and marketer of performance and essential materials and housing and infrastructure products. These products include some of the most widely used materials in the world, which are fundamental to many diverse consumer and industrial markets, including residential construction, flexible and rigid packaging, automotive products, healthcare products, materials used in turbines to generate wind energy, water treatment, coatings as well as other durable and non-durable goods. The Company's customers range from large chemical processors and plastics fabricators to small construction contractors, municipalities and supply warehouses throughout North America, Europe and Asia. 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 September 30, 2023, its results of operations for the nine months ended September 30, 2023 and 2022, and the changes in its cash position for the nine months ended September 30, 2023 and 2022. |
Recent Accounting Pronouncements | Recently Issued Accounting Pronouncements Business Combinations—Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement (ASU 2023-05) In August 2023, the Financial Accounting Standards Board ("FASB") issued accounting standards update No. 2023-05 to address the accounting for contributions made to a joint venture, upon formation, in a joint venture’s separate financial statements, and to (1) provide decision-useful information to investors and other allocators of capital (collectively, investors) in a joint venture’s financial statements and (2) reduce diversity in practice. Under the ASU, a joint venture, upon formation, should recognize and initially measure its assets and liabilities at fair value (with exceptions to fair value measurement that are consistent with guidance for business combinations guidance). The amendments in this update become effective for all joint venture formations with a formation date on or after January 1, 2025. Additionally, a joint venture that was formed before January 1, 2025 may elect to apply the amendments retrospectively if it has sufficient information. Early adoption is permitted in any interim or annual period in which financial statements have not yet been issued (or made available for issuance), either prospectively or retrospectively. The Company does not expect that this accounting standard will have a material impact, upon adoption, on the Company's consolidated financial position, results of operations and cash flows. Leases (Topic 842): Common Control Arrangements (ASU 2023-01) In March 2023, the FASB issued accounting standards update No. 2023-01 to amend certain provisions of ASC 842 that apply to arrangements between related parties under common control. The update requires all companies to amortize leasehold improvements associated with common control leases over the asset’s useful life to the common control group regardless of the lease term. The amendment in this update is effective for all entities in fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early application is permitted. The Company does not expect that this accounting standard will have a material impact, upon adoption, on the Company's consolidated financial position, results of operations and cash flows. Recently Adopted Accounting Standards Liabilities - Supplier Finance Programs (ASU No. 2022-04) In September 2022, the FASB issued accounting standards update No. 2022-04 to enhance transparency of supplier finance programs. Under the ASU, the buyer in a supplier finance program is required to disclose information about the key terms of the program, outstanding confirmed amounts as of the end of the period, a rollforward of the amount of obligations confirmed and the amount of obligations subsequently paid, and a description of where in the financial statements outstanding amounts are presented. The amendments in this update became effective for all entities for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, except for the disclosure of rollforward information, which is effective for fiscal years beginning after December 15, 2023. The Company adopted this accounting standard effective January 1, 2023, and the adoption did not have a material impact on the Company's consolidated financial position, results of operations and cash flows. Business Combinations - Accounting for Contract Assets and Contract Liabilities from Contracts with Customers Update (ASU No.2021-08) In October 2021, the FASB issued an accounting standards update that requires acquiring entities to recognize and measure contract assets and contract liabilities in a business combination in accordance with the accounting guidance on Revenue from Contracts with Customers (ASC 606). The guidance in this update improves comparability for both the recognition and measurement of acquired revenue contracts with customers at the date of and after a business combination. The accounting standard became effective for reporting periods beginning after December 15, 2022. The Company adopted this accounting standard effective January 1, 2023, and the standard will be applicable to future business combinations. |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Receivables [Abstract] | |
Accounts Receivable | Accounts receivable consist of the following: September 30, December 31, Trade customers $ 1,598 $ 1,676 Related parties 3 3 Allowance for credit losses (27) (28) 1,574 1,651 Federal and state taxes 84 69 Other 281 81 Accounts receivable, net $ 1,939 $ 1,801 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule Of Inventory | Inventories consist of the following: September 30, December 31, Finished products $ 1,028 $ 1,157 Feedstock, additives, chemicals and other raw materials 417 496 Materials and supplies 227 213 Inventories $ 1,672 $ 1,866 |
Goodwill (Tables)
Goodwill (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The carrying amounts and changes in the carrying amount of goodwill for the nine months ended September 30, 2023 were as follows: Performance and Essential Materials Segment Housing and Infrastructure Products Segment Total Balances at December 31, 2022 $ 1,020 $ 1,141 $ 2,161 Measurement period adjustments 4 1 5 Effects of changes in foreign exchange rates (4) (1) (5) Balances at September 30, 2023 $ 1,020 $ 1,141 $ 2,161 |
Accounts Payable (Tables)
Accounts Payable (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accounts Payable [Abstract] | |
Schedule of Accounts Payable | Accounts payable consist of the following: September 30, December 31, Accounts payable—third parties $ 791 $ 870 Accounts payable to related parties 17 16 Notes payable 3 3 Accounts payable $ 811 $ 889 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule Of Long-Term Debt | Long-term debt consists of the following: September 30, December 31, 0.875% senior notes due 2024 $ 300 $ 300 3.60% senior notes due 2026 750 750 Loan related to tax-exempt waste disposal revenue bonds due 2027 11 11 1.625% €700 million senior notes due 2029 740 750 3.375% senior notes due 2030 300 300 3.50% senior notes due 2032 250 250 2.875% senior notes due 2041 350 350 5.00% senior notes due 2046 700 700 4.375% senior notes due 2047 500 500 3.125% senior notes due 2051 600 600 3.375% senior notes due 2061 450 450 Term loans due 2026 13 15 Total long-term debt, principal amount 4,964 4,976 Less: unamortized discount and debt issuance costs (91) (97) Long-term debt, carrying value 4,873 4,879 Less current portion: 0.875% senior notes due 2024 (299) — Long-term debt, carrying value, net of current portion $ 4,574 $ 4,879 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Loss) (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | Changes in accumulated other comprehensive income (loss) by component for the nine months ended September 30, 2023 and 2022 were as follows: Pension and Other Post-Retirement Benefits Liability, Net of Tax Cumulative Foreign Currency Total Balances at December 31, 2022 $ 52 $ (141) $ (89) Net other comprehensive loss attributable to Westlake Corporation (13) (29) (42) Balances at September 30, 2023 $ 39 $ (170) $ (131) Balances at December 31, 2021 $ 20 $ (56) $ (36) Net other comprehensive income (loss) attributable to Westlake Corporation 1 (196) (195) Balances at September 30, 2022 $ 21 $ (252) $ (231) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Summary Of Carrying And Fair Values Of Long-Term Debt | The carrying and fair values of the Company's total long-term debt are summarized below: September 30, 2023 December 31, 2022 Carrying Fair Carrying Fair Long-term debt $ 4,873 $ 3,849 $ 4,879 $ 3,940 |
Earnings and Dividends per Sh_2
Earnings and Dividends per Share (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Earnings and Dividends Per Share [Abstract] | |
Schedule Of Net Income Attributable To Common Stockholders | Diluted earnings per share include the effects of certain stock options and performance stock units. Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Net income attributable to Westlake Corporation $ 285 $ 401 $ 976 $ 2,015 Less: Net income attributable to participating securities (2) (2) (5) (10) Net income attributable to common shareholders $ 283 $ 399 $ 971 $ 2,005 |
Reconciliation Of Denominator For Basic And Diluted Earnings Per Share | The following table reconciles the denominator for the basic and diluted earnings per share computations shown in the consolidated statements of operations: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Weighted average common shares—basic 127,854,464 127,943,400 127,685,210 128,118,160 Plus incremental shares from: Assumed exercise of options and vesting of performance stock units 729,463 803,612 824,408 885,590 Weighted average common shares—diluted 128,583,927 128,747,012 128,509,618 129,003,750 Earnings per common share attributable to Westlake Corporation: Basic $ 2.22 $ 3.12 $ 7.61 $ 15.65 Diluted $ 2.20 $ 3.10 $ 7.56 $ 15.54 |
Dividends Per Share | Dividends per Share Dividends declared per common share for the nine months ended September 30, 2023 and 2022 were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Dividends per common share $ 0.5000 $ 0.3570 $ 1.2140 $ 0.9520 |
Supplemental Information (Table
Supplemental Information (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Changes in Investment | The Company accounts for its investment in LACC under the equity method of accounting and the change for the nine months ended September 30, 2023 was as follows: Investment in LACC Balance at December 31, 2022 $ 1,075 Cash contributions 15 Depreciation and amortization (37) Balance at September 30, 2023 $ 1,053 |
Schedule of Cash Flow Information | Supplemental Cash Flow Information Nine Months Ended September 30, 2023 2022 Cash paid for: Interest, net of interest capitalized $ 140 $ 151 Income taxes 388 529 Operating lease information: Right-of-use assets obtained in exchange for operating lease obligations $ 132 $ 138 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Segment Reporting Information | Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Net external sales Performance and Essential Materials Performance Materials $ 1,127 $ 1,689 $ 3,549 $ 5,678 Essential Materials 844 1,022 2,907 2,969 Total Performance and Essential Materials 1,971 2,711 6,456 8,647 Housing and Infrastructure Products Housing Products 963 1,018 2,699 3,106 Infrastructure Products 181 227 567 742 Total Housing and Infrastructure Products 1,144 1,245 3,266 3,848 $ 3,115 $ 3,956 $ 9,722 $ 12,495 Intersegment sales Performance and Essential Materials $ 115 $ 248 $ 328 $ 788 Housing and Infrastructure Products — — — — $ 115 $ 248 $ 328 $ 788 Income (loss) from operations Performance and Essential Materials $ 105 $ 353 $ 723 $ 2,197 Housing and Infrastructure Products 256 186 589 607 Corporate and other (12) (23) (31) (81) $ 349 $ 516 $ 1,281 $ 2,723 Depreciation and amortization Performance and Essential Materials $ 225 $ 196 $ 652 $ 572 Housing and Infrastructure Products 51 65 157 206 Corporate and other 1 3 6 7 $ 277 $ 264 $ 815 $ 785 Other income, net Performance and Essential Materials $ 9 $ 12 $ 14 $ 25 Housing and Infrastructure Products 20 3 30 9 Corporate and other 27 9 57 18 $ 56 $ 24 $ 101 $ 52 Provision for (benefit from) income taxes Performance and Essential Materials $ (11) $ 40 $ 70 $ 464 Housing and Infrastructure Products 68 44 152 146 Corporate and other 13 — 27 (18) $ 70 $ 84 $ 249 $ 592 Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Capital expenditures Performance and Essential Materials $ 201 $ 265 $ 621 $ 678 Housing and Infrastructure Products 40 51 120 126 Corporate and other 4 2 11 7 $ 245 $ 318 $ 752 $ 811 |
Reconciliation Of Total Segment Income From Operations To Consolidated Income Before Income Taxes | A reconciliation of total segment income from operations to consolidated income before income taxes is as follows: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Income from operations $ 349 $ 516 $ 1,281 $ 2,723 Interest expense (40) (44) (124) (134) Other income, net 56 24 101 52 Income before income taxes $ 365 $ 496 $ 1,258 $ 2,641 |
Total Assets | September 30, December 31, Total assets Performance and Essential Materials $ 13,990 $ 13,978 Housing and Infrastructure Products 5,085 5,022 Corporate and other 2,321 1,550 $ 21,396 $ 20,550 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) $ in Millions | Feb. 01, 2022 USD ($) |
Hexion | |
Business Acquisition [Line Items] | |
Business Combination, Consideration Transferred | $ 1,207 |
Financial Instruments (Narrativ
Financial Instruments (Narrative) (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Investments, Debt and Equity Securities [Abstract] | ||
Restricted Cash and Cash Equivalents | $ 15 | $ 18 |
Accounts Receivable (Details)
Accounts Receivable (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Allowance for credit losses | $ (27) | $ (28) |
Accounts receivable from trade customers, net | 1,574 | 1,651 |
Federal and state taxes | 84 | 69 |
Other | 281 | 81 |
Accounts receivable, net | 1,939 | 1,801 |
Nonrelated Party | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Trade customers | 1,598 | 1,676 |
Related Party | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Trade customers | $ 3 | $ 3 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Finished products | $ 1,028 | $ 1,157 |
Feedstock, additives, chemicals and other raw materials | 417 | 496 |
Materials and supplies | 227 | 213 |
Inventories | $ 1,672 | $ 1,866 |
Goodwill (Details)
Goodwill (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Goodwill [Roll Forward] | |
Beginning Balance | $ 2,161 |
Measurement period adjustments | 5 |
Effects of changes in foreign exchange rates | (5) |
Ending Balance | 2,161 |
Performance and Essential Materials | |
Goodwill [Roll Forward] | |
Beginning Balance | 1,020 |
Measurement period adjustments | 4 |
Effects of changes in foreign exchange rates | (4) |
Ending Balance | 1,020 |
Housing and Infrastructure Products | |
Goodwill [Roll Forward] | |
Beginning Balance | 1,141 |
Measurement period adjustments | 1 |
Effects of changes in foreign exchange rates | (1) |
Ending Balance | $ 1,141 |
Accounts Payable (Details)
Accounts Payable (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Accounts and Notes Payable [Line Items] | ||
Notes payable | $ 3 | $ 3 |
Accounts payable | 811 | 889 |
Nonrelated Party | ||
Accounts and Notes Payable [Line Items] | ||
Accounts payable—third parties | 791 | 870 |
Related Party | ||
Accounts and Notes Payable [Line Items] | ||
Accounts payable—third parties | $ 17 | $ 16 |
Long-Term Debt (Schedule of Lon
Long-Term Debt (Schedule of Long-term Debt) (Details) € in Millions, $ in Millions | Sep. 30, 2023 USD ($) | Sep. 30, 2023 EUR (€) | Dec. 31, 2022 USD ($) |
Debt Instrument [Line Items] | |||
Total long-term debt, principal amount | $ 4,964 | $ 4,976 | |
Less: unamortized discount and debt issuance costs | (91) | (97) | |
Long-term debt, carrying value | 4,873 | 4,879 | |
Less current portion | (299) | 0 | |
Long-term debt, carrying value, net of current portion | $ 4,574 | 4,879 | |
Senior Notes | 0.875% Senior Notes Due 2024 | |||
Debt Instrument [Line Items] | |||
Stated interest rate (percent) | 0.875% | 0.875% | |
Total long-term debt, principal amount | $ 300 | 300 | |
Less current portion | $ (299) | 0 | |
Senior Notes | 3.6% Senior Notes Due 2026 | |||
Debt Instrument [Line Items] | |||
Stated interest rate (percent) | 3.60% | 3.60% | |
Total long-term debt, principal amount | $ 750 | 750 | |
Senior Notes | Loan related to tax-exempt waste disposal revenue bonds due 2027 | |||
Debt Instrument [Line Items] | |||
Total long-term debt, principal amount | $ 11 | 11 | |
Senior Notes | 1.625% Senior Notes Due 2029 | |||
Debt Instrument [Line Items] | |||
Stated interest rate (percent) | 1.625% | 1.625% | |
Total long-term debt, principal amount | $ 740 | € 700 | 750 |
Senior Notes | 3.375% Senior Notes Due 2030 | |||
Debt Instrument [Line Items] | |||
Stated interest rate (percent) | 3.375% | 3.375% | |
Total long-term debt, principal amount | $ 300 | 300 | |
Senior Notes | 3.50% Senior Notes Due 2032 | |||
Debt Instrument [Line Items] | |||
Stated interest rate (percent) | 3.50% | 3.50% | |
Total long-term debt, principal amount | $ 250 | 250 | |
Senior Notes | 2.875% Senior Notes Due 2041 | |||
Debt Instrument [Line Items] | |||
Stated interest rate (percent) | 2.875% | 2.875% | |
Total long-term debt, principal amount | $ 350 | 350 | |
Senior Notes | 5.0% Senior Notes Due 2046 | |||
Debt Instrument [Line Items] | |||
Stated interest rate (percent) | 5% | 5% | |
Total long-term debt, principal amount | $ 700 | 700 | |
Senior Notes | 4.375% Senior Notes Due 2047 | |||
Debt Instrument [Line Items] | |||
Stated interest rate (percent) | 4.375% | 4.375% | |
Total long-term debt, principal amount | $ 500 | 500 | |
Senior Notes | 3.125% Senior Notes Due 2051 | |||
Debt Instrument [Line Items] | |||
Stated interest rate (percent) | 3.125% | 3.125% | |
Total long-term debt, principal amount | $ 600 | 600 | |
Senior Notes | 3.375% Senior Notes Due 2061 | |||
Debt Instrument [Line Items] | |||
Stated interest rate (percent) | 3.375% | 3.375% | |
Total long-term debt, principal amount | $ 450 | 450 | |
Senior Notes | Term Loan Due 2026 | |||
Debt Instrument [Line Items] | |||
Total long-term debt, principal amount | $ 13 | $ 15 |
Long-Term Debt (Narrative) (Det
Long-Term Debt (Narrative) (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Debt Disclosure [Abstract] | ||
Unamortized debt issuance cost | $ 37 | $ 40 |
Long-Term Debt (Credit Agreemen
Long-Term Debt (Credit Agreement) (Details) - Credit Agreement - USD ($) $ in Millions | Jun. 09, 2022 | Sep. 30, 2023 |
Line of Credit | Minimum | ||
Debt Instrument [Line Items] | ||
Line of credit permitted increase | $ 25 | |
Line of Credit | Maximum | ||
Debt Instrument [Line Items] | ||
Line of credit permitted increase | 500 | |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Remaining borrowing capacity | $ 1,500 | |
Revolving Credit Facility | Line of Credit | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | $ 1,500 | |
Borrowing outstanding | $ 0 | |
Revolving Credit Facility | Line of Credit | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Minimum | ||
Debt Instrument [Line Items] | ||
Spread on variable rate | 1% | |
Revolving Credit Facility | Line of Credit | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Maximum | ||
Debt Instrument [Line Items] | ||
Spread on variable rate | 1.625% | |
Revolving Credit Facility | Line of Credit | Alternate Base Rate | Minimum | ||
Debt Instrument [Line Items] | ||
Spread on variable rate | 0% | |
Revolving Credit Facility | Line of Credit | Alternate Base Rate | Maximum | ||
Debt Instrument [Line Items] | ||
Spread on variable rate | 0.625% | |
Letter of Credit | Line of Credit | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | $ 150 | |
Swingline Loan | Line of Credit | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | $ 50 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Loss) (Schedule of Accumulated Other Comprehensive Income (Loss)) (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | $ (89) | $ (36) |
Ending balance | (131) | (231) |
Pension and Other Post-Retirement Benefits Liability, Net of Tax | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | 52 | 20 |
Net other comprehensive income (loss) attributable to Westlake Corporation | (13) | 1 |
Ending balance | 39 | 21 |
Cumulative Foreign Currency Exchange, Net of Tax | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | (141) | (56) |
Net other comprehensive income (loss) attributable to Westlake Corporation | (29) | (196) |
Ending balance | (170) | (252) |
Accumulated Other Comprehensive Loss | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Net other comprehensive income (loss) attributable to Westlake Corporation | $ (42) | $ (195) |
Fair Value Measurements (Summar
Fair Value Measurements (Summary of Carrying and Fair Values of Long Term Debt) (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Fair Value Disclosures [Abstract] | ||
Carrying Value | $ 4,873 | $ 4,879 |
Fair Value | $ 3,849 | $ 3,940 |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Effective income tax rate | 19.20% | 16.90% | 19.80% | 22.40% |
U.S. federal statutory income tax rate | 21% | 21% | 21% | 21% |
Earnings and Dividends per Sh_3
Earnings and Dividends per Share (Schedule of Net Income Attributable to Common Stockholders) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Earnings and Dividends Per Share [Abstract] | ||||
Net income attributable to Westlake Corporation | $ 285 | $ 401 | $ 976 | $ 2,015 |
Net income attributable to participating securities | (2) | (2) | (5) | (10) |
Net income attributable to common shareholders | $ 283 | $ 399 | $ 971 | $ 2,005 |
Earnings and Dividends per Sh_4
Earnings and Dividends per Share (Reconciliation of Denominator for Basic and Diluted Earnings Per Share) (Details) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Earnings and Dividends Per Share [Abstract] | ||||
Weighted average common shares—basic | 127,854,464 | 127,943,400 | 127,685,210 | 128,118,160 |
Weighted Average Number Diluted Shares Outstanding Adjustment | 729,463 | 803,612 | 824,408 | 885,590 |
Weighted average common shares-diluted | 128,583,927 | 128,747,012 | 128,509,618 | 129,003,750 |
Earnings per share attributable to Westlake Corporation: Basic (in dollars per share) | $ 2.22 | $ 3.12 | $ 7.61 | $ 15.65 |
Earnings per share attributable to Westlake Corporation: Diluted (in dollars per share) | $ 2.20 | $ 3.10 | $ 7.56 | $ 15.54 |
Earnings and Dividends per Sh_5
Earnings and Dividends per Share (Additional Information) (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Earnings and Dividends Per Share [Abstract] | ||||
Number of options excluded from computation of diluted earnings per share | 180,879 | 587,530 | 291,303 | 303,878 |
Earnings and Dividends per Sh_6
Earnings and Dividends per Share (Dividends per Share) (Details) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Earnings and Dividends Per Share [Abstract] | ||||
Dividends per common share (in usd per share) | $ 0.5000 | $ 0.3570 | $ 1.2140 | $ 0.9520 |
Supplemental Information (Equit
Supplemental Information (Equity Method Investments) (Details) - LACC, LLC $ in Millions | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Schedule of Equity Method Investments [Line Items] | |
Ownership interest (percent) | 50% |
Equity Method Investments Activity [Roll Forward] | |
Investment, Beginning Balance | $ 1,075 |
Cash contributions | 15 |
Depreciation and amortization | (37) |
Investment, Ending Balance | $ 1,053 |
Supplemental Information (Addit
Supplemental Information (Additional Information) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Accrued Liabilities and Other Liabilities [Abstract] | |||||
Other assets, net | $ 669 | $ 669 | $ 569 | ||
Deferred turnaround costs, net | 413 | 413 | 359 | ||
Accrued and other liabilities | 1,549 | 1,549 | 1,409 | ||
Accrued rebates | 210 | 210 | 227 | ||
Estimated Litigation Liability, Current | 312 | 312 | 90 | ||
Other Income and Expenses [Abstract] | |||||
Other income, net | 56 | $ 24 | 101 | $ 52 | |
Interest income, other | 28 | 6 | 66 | 12 | |
Insurance recoveries | 17 | 25 | |||
Income from pension and post retirement plans | $ 10 | 20 | |||
Income from unconsolidated subsidiaries | 11 | ||||
Noncash Investing and Financing Items [Abstract] | |||||
Capital expenditures incurred but not yet paid | 120 | 149 | |||
Supplemental Cash Flow Information [Abstract] | |||||
Interest, net of interest capitalized | 140 | 151 | |||
Income taxes | 388 | 529 | |||
Right-of-use assets obtained in exchange for operating lease obligations | 132 | $ 138 | |||
Related Party | |||||
Related Party Transaction [Line Items] | |||||
Other liabilities, current | $ 30 | $ 30 | $ 44 |
Commitments and Contingencies_2
Commitments and Contingencies (Additional Information) (Detail) - USD ($) $ in Millions | 1 Months Ended | 9 Months Ended | ||||||||
Oct. 16, 2023 | Sep. 12, 2023 | May 22, 2019 | Jun. 18, 2018 | Oct. 31, 2023 | Apr. 30, 2022 | Mar. 31, 2019 | May 31, 2017 | Sep. 30, 2023 | Dec. 31, 2022 | |
Environmental Loss Contingencies [Line Items] | ||||||||||
Environmental loss contingency accrual | $ 47 | $ 55 | ||||||||
Site contingency, percentage of cost potentially of other responsible parties | 100% | |||||||||
Avient | ||||||||||
Environmental Loss Contingencies [Line Items] | ||||||||||
Site contingency, percentage of cost potentially of other responsible parties | 100% | |||||||||
Minimum | ||||||||||
Environmental Loss Contingencies [Line Items] | ||||||||||
Environmental exit costs, reasonably possible additional loss | $ 75 | |||||||||
Maximum | ||||||||||
Environmental Loss Contingencies [Line Items] | ||||||||||
Environmental exit costs, reasonably possible additional loss | $ 135 | |||||||||
EPA | Operation and Maintenance | ||||||||||
Environmental Loss Contingencies [Line Items] | ||||||||||
Environmental remediation expense | $ 107 | |||||||||
EPA | Operation and Maintenance | Minimum | ||||||||||
Environmental Loss Contingencies [Line Items] | ||||||||||
Environmental exit costs, anticipated cost | 1 | |||||||||
EPA | Operation and Maintenance | Maximum | ||||||||||
Environmental Loss Contingencies [Line Items] | ||||||||||
Environmental exit costs, anticipated cost | $ 3 | |||||||||
Pending Litigation | Avient | ||||||||||
Environmental Loss Contingencies [Line Items] | ||||||||||
Damages sought | $ 22 | $ 11 | ||||||||
Antitrust Proceedings | Direct Purchasers | Settled Litigation | ||||||||||
Environmental Loss Contingencies [Line Items] | ||||||||||
Damages sought | $ 861 | |||||||||
Antitrust Proceedings | Direct Purchasers | Settled Litigation | Subsequent Event | ||||||||||
Environmental Loss Contingencies [Line Items] | ||||||||||
Litigation settlement, amount awarded to other party | $ 19 | |||||||||
Antitrust Proceedings | Indirect Purchasers | Settled Litigation | ||||||||||
Environmental Loss Contingencies [Line Items] | ||||||||||
Damages sought | $ 500 | |||||||||
Triad Hunter Proceedings | Settled Litigation | ||||||||||
Environmental Loss Contingencies [Line Items] | ||||||||||
Litigation settlement, amount awarded to other party | $ 70 | |||||||||
Litigation interest rate | 5% | |||||||||
Ethylene Antitrust Litigation Proceedings | Pending Litigation | Subsequent Event | ||||||||||
Environmental Loss Contingencies [Line Items] | ||||||||||
Damages sought | $ 1,026 |
Segment Information (Additional
Segment Information (Additional Information) (Detail) | 9 Months Ended |
Sep. 30, 2023 Segment | |
Segment Reporting [Abstract] | |
Number of segments | 2 |
Segment Information (Segment Re
Segment Information (Segment Reporting Information) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Segment Reporting Information [Line Items] | ||||
Net sales | $ 3,115 | $ 3,956 | $ 9,722 | $ 12,495 |
Income (loss) from operations | 349 | 516 | 1,281 | 2,723 |
Depreciation and amortization | 277 | 264 | 815 | 785 |
Other income, net | 56 | 24 | 101 | 52 |
Provision for (benefit from) income taxes | 70 | 84 | 249 | 592 |
Capital expenditures | 245 | 318 | 752 | 811 |
Operating Segments | Performance and Essential Materials | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 1,971 | 2,711 | 6,456 | 8,647 |
Income (loss) from operations | 105 | 353 | 723 | 2,197 |
Depreciation and amortization | 225 | 196 | 652 | 572 |
Other income, net | 9 | 12 | 14 | 25 |
Provision for (benefit from) income taxes | (11) | 40 | 70 | 464 |
Capital expenditures | 201 | 265 | 621 | 678 |
Operating Segments | Performance and Essential Materials | Performance Materials | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 1,127 | 1,689 | 3,549 | 5,678 |
Operating Segments | Performance and Essential Materials | Essential Materials | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 844 | 1,022 | 2,907 | 2,969 |
Operating Segments | Housing and Infrastructure Products | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 1,144 | 1,245 | 3,266 | 3,848 |
Income (loss) from operations | 256 | 186 | 589 | 607 |
Depreciation and amortization | 51 | 65 | 157 | 206 |
Other income, net | 20 | 3 | 30 | 9 |
Provision for (benefit from) income taxes | 68 | 44 | 152 | 146 |
Capital expenditures | 40 | 51 | 120 | 126 |
Operating Segments | Housing and Infrastructure Products | Housing Products | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 963 | 1,018 | 2,699 | 3,106 |
Operating Segments | Housing and Infrastructure Products | Infrastructure Products | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 181 | 227 | 567 | 742 |
Intersegment sales | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 115 | 248 | 328 | 788 |
Intersegment sales | Performance and Essential Materials | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 115 | 248 | 328 | 788 |
Intersegment sales | Housing and Infrastructure Products | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 0 | 0 | 0 | 0 |
Corporate and other | ||||
Segment Reporting Information [Line Items] | ||||
Income (loss) from operations | (12) | (23) | (31) | (81) |
Depreciation and amortization | 1 | 3 | 6 | 7 |
Other income, net | 27 | 9 | 57 | 18 |
Provision for (benefit from) income taxes | 13 | 0 | 27 | (18) |
Capital expenditures | $ 4 | $ 2 | $ 11 | $ 7 |
Segment Information (Reconcilia
Segment Information (Reconciliation of Total Segment Income from Operations to Consolidated Income before Income Taxes) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Segment Reporting [Abstract] | ||||
Income from operations | $ 349 | $ 516 | $ 1,281 | $ 2,723 |
Interest expense | (40) | (44) | (124) | (134) |
Other income, net | 56 | 24 | 101 | 52 |
Income before income taxes | $ 365 | $ 496 | $ 1,258 | $ 2,641 |
Segment Information (Total Asse
Segment Information (Total Assets) (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | $ 21,396 | $ 20,550 |
Operating Segments | Performance and Essential Materials | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | 13,990 | 13,978 |
Operating Segments | Housing and Infrastructure Products | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | 5,085 | 5,022 |
Corporate and other | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | $ 2,321 | $ 1,550 |
Westlake Chemical Partners LP_2
Westlake Chemical Partners LP (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | |
Oct. 04, 2018 | Sep. 30, 2023 | Dec. 31, 2014 | |
Related Party Transaction [Line Items] | |||
Partners' capital, sold in public offering (in shares) | 12,937,500 | ||
Partners' Units, Maximum Aggregate Offering Amount, ATM | $ 50 | ||
Subsidiary of Common Parent | Limited Partner | Westlake Chemical OpCo LP | |||
Related Party Transaction [Line Items] | |||
Limited Liability Company (LLC) or Limited Partnership (LP), Managing Member or General Partner, Ownership Interest | 22.80% | ||
Limited Liability Company or Limited Partnership, Members or Limited Partners, Ownership Interest | 77.20% | ||
Subsidiary of Common Parent | Limited Partner | Westlake Chemical Partners LP | |||
Related Party Transaction [Line Items] | |||
Limited Liability Company or Limited Partnership, Members or Limited Partners, Ownership Interest | 40.10% | ||
Ownership interest (in shares) | 14,122,230 |