16 unchanged sentences
such information is incorporated herein by reference.
−Removed: Among other agreements entered into in connection with the closing of the IPO, OpCo entered into a 12-year ethylene sales agreement with Westlake, under which Westlake agreed to purchase 95% of OpCo's planned ethylene production each year, on a cost-plus basis that is expected to generate a fixed margin per pound of $0.10 (the "Ethylene Sales Agreement").
+Added: Among other agreements entered into in connection with the closing of the IPO, OpCo entered into an ethylene sales agreement with Westlake with an initial term of 12 years, under which Westlake agreed to purchase 95% of OpCo's planned ethylene production each year, on a cost-plus basis that is expected to generate a fixed margin per pound of $0.10 (the "Ethylene Sales Agreement").
Any ethylene not sold to Westlake and all co-products that are produced by OpCo will be sold to third parties on either a spot or contract basis.
53 unchanged sentences
The Ethylene Sales Agreement requires Westlake to purchase OpCo's planned ethylene production each year, subject to certain exceptions and a maximum commitment of 3.8 billion pounds per year, less product sold by OpCo to third parties equal to approximately 5% of the annual output.
−Removed: If OpCo's actual production is in excess of planned ethylene production, Westlake has the option to purchase up to 95% of production in excess of planned production.
−Removed: Westlake's purchase price for ethylene under the Ethylene Sales Agreement includes a $0.10 per pound margin, the total costs incurred by OpCo for the feedstock and natural gas to produce each pound of ethylene (subject to a usage cap and a floor), and estimated operating costs, maintenance capital expenditures and other turnaround expenditures, less net proceeds from co-products sales.
+Added: Westlake's purchase price for its minimum commitment of ethylene under the Ethylene Sales Agreement includes a $0.10 per pound margin, the total costs incurred by OpCo for the feedstock and natural gas to produce each pound of ethylene (subject to a usage cap and a floor), and estimated operating costs, maintenance capital expenditures and other turnaround expenditures, less net proceeds from co-products sales.
This purchase price is not designed to cover capital expenditures for expansion.
1 unchanged sentence
Under specified circumstances, unrecovered costs may be carried forward for recovery in subsequent years.
+Added: If OpCo's actual production is in excess of planned ethylene production, Westlake has the option to purchase up to 95% of production in excess of planned production.
+Added: The price for the sale of such excess ethylene to Westlake is based on a formula similar to that used for the minimum purchase commitment, with the exception of certain fixed costs.
Certain of the pricing components that make up the price for ethylene sold under the Ethylene Sales Agreement are modified to reflect the portion of OpCo's production capacity that is used to process Westlake's purge gas instead of producing ethylene.
47 unchanged sentences
We estimate that OpCo will make capital expenditures of approximately $3.6 million in 2025 and $3.6 million in 2026, respectively, related to environmental compliance.
−Removed: Additionally, in 2024, capital expenditures of approximately $1.0 million are expected to be paid by Westlake in connection with corrective actions required by the Environmental Protection Agency (the "EPA") to resolve the flare enforcement matter discussed below.
−Removed: Pursuant to the Omnibus Agreement, Westlake has paid and will continue to pay for all such corrective actions.
−Removed: See "Business—Our Agreements with Westlake— Omnibus Agreement ." We anticipate that stringent environmental regulations will continue to be imposed on us and the industry in general.
+Added: We anticipate that stringent environmental regulations will continue to be imposed on us and the industry in general.
Under the Ethylene Sales Agreement, we may be entitled to charge Westlake a monthly surcharge as a result of complying with certain changes in law occurring after our IPO.
1 unchanged sentence
" Although we cannot predict with certainty future expenditures, management believes that our current spending trends for environmental compliance will continue.
−Removed: Flare Modifications .
−Removed: For several years, the EPA has been conducting an enforcement initiative against petroleum refineries and petrochemical plants with respect to emissions from flares.
−Removed: On April 21, 2014, Westlake received a Clean Air Act Section 114 Information Request from the EPA, which sought information regarding flares at the Calvert City and Lake Charles facilities.
−Removed: The EPA informed Westlake that the information provided led it to believe that some of the flares were out of compliance with applicable standards.
−Removed: In June 2022, the Department of Justice announced that certain subsidiaries of Westlake, including OpCo, the EPA and state environmental agencies had reached agreement on a consent decree resolving this matter.
−Removed: The consent decree was entered by the court and became effective in October 2022.
−Removed: The consent decree requires OpCo and other Westlake subsidiaries to install flare gas recovery units, implement fence line monitoring, install and operate flare monitoring and control equipment to meet certain performance standards, and pay a civil penalty of $1 million.
−Removed: We estimate that the total cost to implement the requirements under the decree will be approximately $110 million, which includes capital expenditures associated with installation of the flare gas recovery units and monitoring and control equipment that are required to be installed at our Calvert City and Lake Charles facilities.
−Removed: The substantial majority of the capital expenditures and other costs required to comply with the consent decree were incurred in 2021, 2022, or 2023.
−Removed: Westlake has paid all penalties required under the consent decree and has planned, budgeted for and scheduled all compliance requirements going forward.
−Removed: As discussed above, Westlake is expected to fully indemnify us for such costs.
−Removed: While the final consent decree does provide for stipulated penalties if certain requirements are not met, we do not believe that any stipulated penalties, if incurred and assessed, will have a material adverse effect on our financial condition, results of operations or cash flows.
−Removed: Flash Fire at Petro 2.
−Removed: In September 2021, Westlake and OpCo were subject to lawsuits related to a flash fire at the quench tower of the Petro 2 facility.
−Removed: Contractors and employees working on and near the quench tower were injured.
−Removed: Final settlements were reached with all of the plaintiffs to fully resolve the lawsuits by Westlake, but payment by the insurance carriers has not yet been completed.
−Removed: Westlake is responsible for indemnifying the Partnership in connection with any loss OpCo may have incurred as a result of the fire.
Also, see the discussion of our environmental matters contained in "Item 1A.
5 unchanged sentences
Such seconded employees are under OpCo's control while they work on OpCo's facilities.
−Removed: As of December 31, 2023, 152 employees were seconded to OpCo.
−Removed: Of these, 25 are covered by collective bargaining agreements that expire on November 1, 2024.
−Removed: There have been no strikes, lockouts or work stoppages at OpCo's facilities.
−Removed: We believe that Westlake's relationship with the local union officials and bargaining committees is open and positive.
+Added: As of December 31, 2024, 153 employees of Westlake were seconded to OpCo.
+Added: Of these, 25 are covered by collective bargaining agreements.
+Added: On November 1, 2024, bargaining unit employees of Local Lodge No.
+Added: 2781 of the International Association of Machinists and Aerospace Workers ("IAM") began a strike at our Calvert City, Kentucky, facility, after the IAM members, who work in the OpCo's ethylene facility and Westlake's chlorine units, did not accept Westlake's final offer for a new collective bargaining agreement.
+Added: The ethylene unit continued to operate without disruption with the use of management and other salaried personnel.
+Added: The strike ended on November 8, 2024, after the IAM accepted Westlake's offer for a new collective bargaining agreement, which will expire on November 9, 2029.
+Added: Despite the recent strike, we believe that Westlake's relationship with local union officials and bargaining committees is open and positive.
Westlake is responsible for human capital management policies, including any human capital measures and objectives that management focuses on in managing the business.
12 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.