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Goldman Sachs Basic Materials Conference

May 16, 2017

Moderator

Steve Bender, Senior VP and CFO. As usual, we'll fire away in questions. Steve, just maybe for the sake of some background to the audience, if there's anyone that is unfamiliar with you in light of your recent Axiall purchase, maybe give us a quick overview of the company. Maybe set the scale of some of the businesses, then we'll delve into questions.

Steve Bender
EVP and CFO, Westlake

Well, thank you for your interest in Westlake. For those of you that weren't watching the developments last year, last year we acquired a public company, Axiall Corporation, really fundamentally changed the business around. Prior to the combination, our concentration was really a large player in the North and South American markets in polyethylene. Concentration really in the high clarity, autoclave, low density polyethylene space. With the addition of the acquisition of Axiall last year, nearly a $4 billion acquisition, it really changed the mix of the assets. Now we're much more concentrated really in the chloralkali and PVC space. Really it is that caustic soda molecule and that PVC molecule that really moves the margin for us these days.

We see that business as a really fundamentally strong position in the cycle today and really as a fundamental change in our business. I think importantly, prior to the acquisition, we were actually balanced in our ethylene molecule. We had ethylene, all that we needed to make polyethylene, and the ethylene that we needed to make all the vinyl business in our business. Today, with the acquisition of Axiall, we have about 1.8 to 1.9 billion pounds short position ethylene, which I think tees us up well for the cycle that we see developing really in the coming years with ethylene.

Moderator

Maybe related to that, you do have an option, or Axiall had one, now you've got it on this Lotte cracker. Can you talk about what would compel you to exercise that, what the options there are and the timing?

Steve Bender
EVP and CFO, Westlake

It's a great question. The Lotte cracker that we're building in Lake Charles, capacity is a 2.2 billion pound cracker. Lotte today has 90% ownership and we have 10%. We do have an option that you mentioned, and that option allows us to exercise that option up to three years post-completion. Completion's expected in startup in 2019. It allows us really to take a good long look at the installed cost. That option allows us to go from 10% ownership up to 50% ownership if we so elect. That brings up to, if we elect that option, up to 1.1 billion pounds of additional ethylene into our system. Remember, we're short about 1.7 billion-1.9 billion pounds of ethylene. If we elect that option, it really goes a long ways to filling out the integrated chain that we think is so important.

Of course, as we assess that option, we'll take a look and see what is the total installed cost. The cost of that option to us is just that TIC, that total installed cost, plus a small single-digit cost to carry. We'll be assessing that as we march forward with Lotte to assess, is that the right way to put ethylene into our system? Are there other options?

Moderator

Steve, we just heard from Jeff talking about the commodity world. Can you just give some sense of how you see oil prices or oil to gas and how that affects your business? Maybe what's changed in the past and as you guys look forward?

Steve Bender
EVP and CFO, Westlake

Yeah. It used to be a much bigger driver of our business when we were more heavily concentrated in the olefins space with a much smaller position in the vinyls space. That oil to gas ratio historically was a much bigger driver. Today, with our position in vinyls, which really isn't exposed to the oil side of the business. When you think of it, we have an exposure to natural gas to create power to make chlorine. When you really think of that delta between oil and gas, the bigger driver is obviously on our olefins business. As we think about this, we certainly want a moderate price for oil, but I don't necessarily want a triple-digit price for oil.

I think really having a price that makes sense to allow us to have the opportunity to capture the value between the BTU equivalent of gas and BTU equivalent of oil gives us a competitive position. If we get, as we've seen over the tips of the skis with a triple digit price for oil, we know what happens there. As we see it today in the roughly $50 barrel of oil environment, we still see a very competitive environment for our business, largely centralized here in the North American market. We do have an important foothold position in Europe with a specialty business called Vinnolit, which is a specialty PVC business there, using really a largely naphtha-derived form of ethylene to make its PVC. As we see it, being integrated over time makes good sense, and certainly that means having the ethylene access that we need.

Certainly given the advantage that we see, even with a $50 oil price, we think well positions us going forward.

Moderator

Steve, on the vinyls side, can you give us a sense for, now that you've got the Axiall assets in the portfolio, where your current market position sits on a kind of domestic first contract for both PVC and for caustic soda?

Steve Bender
EVP and CFO, Westlake

In the caustic business, on a global basis, we're the third largest player in the caustic market. With the way that business is contracted, volume is contracted, but certainly not the way prices are set. The way prices are set, they can be set either on a near-term spot basis, or they can be set on some kind of oftentimes formula basis. In our particular business in caustic, our formula mechanic is such that the majority of our formula is such that we actually recognize the price increases rather quickly. While we do have some formulas that allow us some delay in recognition of that price, the majority of our prices or contract structures are set so that we actually recognize the price nominations much more quickly because they have a current month component in the majority of our contract structures.

That's not true for everybody in the caustic space. In the PVC space, it's much more transparent. Prices are set on a regular basis by price nominations by producers. Typically for large volume buyers, there is a delay in the ability to push that price through. Small volume buyers take that price increase relatively immediately, but the larger volume buyers take that typically a month delayed, and that price is relatively transparent on the marketplace. We would certainly like to get to a point where the price realization for both our caustic and PVC is far more transparent to all, but that will take us a while before I think the industry can migrate away from these formula mechanics that take a while before price realization and really flow through to the bottom line.

Moderator

When you talk about those formula mechanics, do those same mechanics exist for the caustic that you export, or is this primarily a domestic focus?

Steve Bender
EVP and CFO, Westlake

This is primarily a domestic issue that I was addressing. On an export basis, those are typically spot established, and so spot based. On these export prices, they are reflective of spot mechanics. The formula I was referring to is really more of a domestic matter.

Moderator

Great. Maybe touching on the PVC side, we've seen both you now as you look at the Lotte cracker option, and certainly many of your competitors in U.S. PVC increasingly look to backward integrate ethylene into that PVC molecule. How do you think about the implications for the U.S. domestic PVC market? Does that give some more leeway for domestic PVC competition to improve, or is it a big enough global market that you don't really see much price risk there?

Steve Bender
EVP and CFO, Westlake

Well, I think as we think about what's happened in the vinyl space and PVC space over time, we've seen how the margin for PVC has actually been a compressed margin. Most of the margin in the overall vinyl chain has either been in ethylene or in chloralkali. I think how the market has really tuned itself up today. We certainly see an opportunity to see more margin expansion in PVC. If you think back over the last few years, we've seen margin expansion very significantly on the ethylene side of the business. Certainly with the addition of a lot more ethylene in the marketplace and some risk of margin compression, that slice of the pie, if you will, of ethylene is likely to narrow and the slice of the pie available to PVC and to caustic probably widen.

Certainly as we see the cycle changing for all three of those components, ethylene, caustic, and for PVC, we certainly think that the opportunity set is there to expand margins in both PVC and caustic. Being exposed to ethylene as we are over the next few years, we think is a significant advantage. It brings us an opportunity to buy ethylene at a variety of attractive prices, either through the integrated mechanics that the Lotte new cracker brings to us, or the opportunity to buy ethylene either in the marketplace or through a variety of other arrangements that can be negotiated for those who may be quite long ethylene. We think that frankly, over time, the integrated model makes sense. I don't think the lack of full integration is actually a disadvantage in the very near term.

Moderator

One of the bigger debates, I think in this space has been recently, what's the impact of higher coal or lower coal prices in China does to supply curve for PVC there? A lot of it runs. There's been maybe as much as four to five million tons of PVC talked about coming upstream at some point in the next year to three years. Presumably some of that's economic and some of that is related to a push by the Chinese government to clean up the industry. How do you handicap those numbers? Do you count on any benefits from those plants going off?

Steve Bender
EVP and CFO, Westlake

Well, I'd characterize those plants as being not necessarily shut, but kind of probably running at lower operating rates. Certainly, we've seen over the last few months some increase in operating rates in China. While I think there has been some potential upside risk to that added capacity, I think there is a limit to how much incremental capacity could come before we start pushing the boundaries that the Chinese authorities have set in terms of being compliant with their emission standards. Those emission standards, I think they take quite seriously for air and water emissions, and I think they are trying to consistently enforce them.

As a consequence, I think there are some boundaries here in which the producers who are using a coal-based feedstock can run operating rates up or down and stay within the boundaries and still be compliant with the environmental emission issues that China has. I think what you've seen, therefore, is more rationally behaving producers in that market in terms of how they price and how they operate their plants. What we've seen, therefore, is frankly a better set of economics. The Northeast Asian producer for PVC is the higher cost producer, and as a consequence, it allows the lower cost producers, such as ourselves here in the North American market, to really be able to capture some of that margin accordingly.

As long as they operate in that more rational mode of operating, I think there is really a good runway here for those of us on the low end of the cost curve.

Moderator

Do we have any questions from the audience?

Speaker 4

Steve, your consolidation of chloralkali in the U.S. looks pretty successful. Would you try to do some consolidation in Europe? That's the first question. Second question. Eastman is trying to sell some ethylene assets. Does your contract with Eastman survive a sale?

Steve Bender
EVP and CFO, Westlake

On the first question, as it relates to Europe and the vinyls business, we've actually started that process by looking at opportunities around the world and took that opportunity in 2014 by acquiring Vinnolit. You've seen in the European market a small degree of consolidation that really started several years ago, and over the last few years has grown substantially. You've seen INEOS acquire Solvay, you've seen Mexichem buy Vestolit, you've seen Westlake buy Vinnolit, all in the space of two or three years. You've seen a significant tightening up of numbers of producers in the European market, and a consequence that's created more rational behaving producers in that market, because it was a very fractured market from a producer of both chlorine, caustic, and PVC.

There's still a lot of producers in that market, but you've seen far more consolidation in that market versus the four major producers of PVC in this market. I think the opportunity, as we see it, is to invest where we can get a very good return, not so much be a consolidator per se. If that's the consequence, then so be it. Our focus is really looking for an investment that provides a very good return over the cycle. That really is our focus. As it relates to an opportunity to be integrated, whether it is ethylene, such as the Eastman assets or ethylene in other ways, we certainly look for ways to invest. Again, my thesis always is the same, and that is to be investing in an asset that provides us a return. A return that really provides us good economics.

As it relates to any contract arrangements we might have with Eastman, the answer is that's always a function of negotiation of how that works. When you think about the arrangements that we have, with any counterparty, the answer is, it's always a function of negotiations.

Moderator

Charles?

Charles Neivert
Analyst, Cowen and Company

Steve, as you've gotten critical mass on both two major polymers, polyethylene, PVC, is the strategy over the next five years or so to also move more downstream into derivative markets, whether it's packaging markets or compounding markets or other aspects of these two molecules to get more margin out of these businesses and more growth out of these businesses?

Steve Bender
EVP and CFO, Westlake

Our focus really in the downstream area has been to provide an integrated chain. I think you've seen us invest both upstream and downstream. Our investments downstream into, and say into the vinyls business, you've seen us invest in large diameter pipe, some siding business through the acquisition of Axiall and their Royal business. We think that business provides good stability and has provided good returns. You also have to be interested in really making sure you're making the right investment on the right product. There's some aspects of that PVC building products business that have better returns than others, and it's a function really of a North American market demand.

As an example, in the construction markets, we've seen actually a better markets in some of the fittings markets and some of the siding markets that have better returns over time versus some of the larger diameter pipe businesses, which are a bit more challenged because they're still operating at more challenged operating rates. We are in the compounding business through our acquisition of Axiall.

Charles Neivert
Analyst, Cowen and Company

Axiall, right.

Steve Bender
EVP and CFO, Westlake

That compounding business is a very good business.

Charles Neivert
Analyst, Cowen and Company

Right

Steve Bender
EVP and CFO, Westlake

Has very good return threshold. Again, we recognize there is channel conflict, of course, by being downstream as we sell resin downstream. We're also selling resin to some of our competitors as well as our internal customers as well. I'm also mindful that that channel conflict, that sales channel conflict, certainly has to be properly managed. Certainly we're well aware that as I sell resin to my own building products customer downstream, or sell resin to a third-party customer downstream, that I recognize I am in a channel conflict with them. I have to make sure that that's always very transparent and transfer pricing being balanced and even-handed.

Charles Neivert
Analyst, Cowen and Company

Steve, I haven't asked you in a while. I haven't talked to you in a while about the MLP issues with the government. I'm sorry I haven't talked to you in a while, but what's going on with you and Uncle Sam?

Steve Bender
EVP and CFO, Westlake

We finally, at the end of January, got clearance from and clarification from the IRS that our income streams for the master limited partnership are now fully qualified. For a period of time, there was some uncertainty with-

Charles Neivert
Analyst, Cowen and Company

Right

Steve Bender
EVP and CFO, Westlake

A proposed regulation the IRS had that those regulations would have disqualified the income stream from the partnership. We, as a result of lots of discussion with the IRS and them spending time to understand the science behind the ethylene, it's concluded that that income stream is qualified and that concern or issue is completely off the table, having now been fully qualified.

Charles Neivert
Analyst, Cowen and Company

Sure.

Steve Bender
EVP and CFO, Westlake

The partnership is now back, if you will, in business. Back to the basis on which we started back in 2014. The opportunity to grow the partnership, whether it be through organic growth or drop-downs or acquisitions of assets or expanding that margin, those are the four levers of growth that we have now been kind of reaffirmed in the marketplace. It will be our expectation to grow the market presence of the partnership over time.

Charles Neivert
Analyst, Cowen and Company

Would you expect, Steve, to accelerate that process, or is it sort of opportunistic?

Steve Bender
EVP and CFO, Westlake

The way master limited partnerships work in the market is that consistent growth of distributable cash flow to unitholders. When you think about that, those four levers that I mentioned are important to make sure that we grow that distribution at that low double-digit growth rate. We've been on that trajectory for the last three or four years as we've expanded and debottlenecked our ethylene crackers without having necessary to do a drop-down once these IRS regulations came into effect. Our last drop-down was in 2015 when we added about 3% of the operating company into the partnership. Today, the operating company still has about 87% of its assets that could be dropped into the MLP, and it would be my expectation that over time, all of those assets are owned by the master limited partnership.

Lotte assets that we earlier spoke of certainly are a great candidate to be acquired by Westlake OpCo and then dropped into the partnership. We still see lots of opportunity to do that. As we see it going forward, we still want to deliver on the promise we sold the investors when we did the IPO back in 2014, and that is to continue to distribute cash flows to the investor so they can see continued growth. We're on that trajectory today of that low double-digit growth rate. That is still my expectation to go on that. To achieve that, you certainly need to grow the income stream of the partnership, which require either debottlenecks, acquisition of assets, or drop-downs.

Charles Neivert
Analyst, Cowen and Company

Terrific.

Speaker 4

Just going through some pedestrian questions. You might have brought this out. Maybe I missed it in the early part. I think there's a $70 price increase for caustic in this current quarter we're in. Can you comment on that? I wanted to ask you about, or I'll ask you the polyethylene price increases. Where do you see polyethylene prices over the next three to nine months?

Steve Bender
EVP and CFO, Westlake

I'll speak to the caustic price increase first. Certainly, one of our competitors has announced a third quarter increase in caustic. I believe it's a $70 increase effective for Q3. Going back to last quarter, we and several of the other industry participants announced price increases. We announced $65 a ton for diaphragm and $85 for membrane. Others in the industry announced $60 for both products. I think if you look at some of the indices that have been published by folks like IHS, you'll see that they have a $60 price working its way into the index over the last several months. Certainly, I think that competitor that announced that $70 a ton increase certainly sees the market as we do, and that there is strength in the markets to be able to take a price increase such as that.

Certainly, we're assessing the market, and we'll assess whether we want to announce a further increase or not. Recognize that we actually announced a higher price, $65 and $85, versus some others who announced a $60 price increase for 2Q. We're already in the market with actually a higher average realized price. As I say, we're assessing whether we need to increase prices further at this stage or not. Certainly, I think that competitor recognizes strength in the market as we do, and we think it can just take a price increase. We'll certainly move forward on that as well. As it relates to polyethylene, the second part of your question, as you know, we had a number of price increases earlier this year. We added a $0.05 back in February, followed by a $0.03 price increase in March.

There is another $0.03 increase that was put on the table initially for March and later moved to April and then May. Certainly, we see a very strong market in PE still today. We're still having all those discussions with our customers as to whether that additional $0.03 beyond the $0.08 that is already in the marketplace can be absorbed. We're certainly seeing still very good demand for polyethylene. We won't know whether we get some, all, or none of that $0.03 until we get later into May. We certainly still see a very strong demand level for PE.

Speaker 4

One last question about PVC. You guys talk a lot about China. I'm just curious, how would you characterize demand in the United States or North America for PVC right now relative to last year?

Steve Bender
EVP and CFO, Westlake

I'd say that, sequentially to last year, we're seeing good sequential growth in terms of demand for PVC relative to last year. I would say, as we are sitting here now in May, still good demand in PVC as this is the peak of the building season as we go through the summertime. As you may recall, we put in $0.06 of price increase early on in the first quarter. We'll get the full impact of that in the second quarter because we had $0.04 in February and $0.02 in March. Certainly, we continue to see strength in demand. As I say, we'll get the full benefit of that price increase in Q1 more fully felt in Q2.

Moderator

Unfortunately, Steve, we've run out of time, so thanks for your time.

Steve Bender
EVP and CFO, Westlake

Thank you for your interest.