Long-Term Debt

Long-term debt consisted of the following at December 31:



	December 31, 2017							December 31, 2016
	Principal Amount		Unamortized Premium, Discount and Debt Issuance Costs			Net Long-Term Debt		Principal Amount		Unamortized Premium, Discount and Debt Issuance Costs			Net Long-Term Debt
Revolving credit facility	$	—	$	—		$	—	$	325	$	—		$	325
4.625% senior notes due 2021 (the "4.625% Westlake 2021 Senior Notes")	625		20			645		625		27			652
4.625% senior notes due 2021 (the "4.625% Subsidiary 2021 Senior Notes")	63		2			65		63		3			66
3.60% senior notes due 2022 (the "3.60% 2022 Senior Notes")	250		(1		)	249		250		(2		)	248
4.875% senior notes due 2023 (the "4.875% Westlake 2023 Senior Notes")	434		11			445		434		13			447
4.875% senior notes due 2023 (the "4.875% Subsidiary 2023 Senior Notes")	16		—			16		16		1			17
3.60% senior notes due 2026 (the "3.60% 2026 Senior Notes")	750		(10		)	740		750		(11		)	739
Loan related to tax-exempt waste disposal revenue bonds due 2027	11		—			11		11		—			11
6 ½% senior notes due 2029 (the "6 ½% 2029 GO Zone Senior Notes")	100		(1		)	99		100		(1		)	99
6 ¾% senior notes due 2032 (the "6 ¾% 2032 GO Zone Senior Notes")	—		—			—		250		(2		)	248
6 ½% senior notes due 2035 (the "6 ½% 2035 GO Zone Senior Notes")	89		(1		)	88		89		(1		)	88
6 ½% senior notes due 2035 (the "6 ½% 2035 IKE Zone Senior Notes")	65		—			65		65		—			65
5.0% senior notes due 2046 (the "5.0% 2046 Senior Notes")	700		(25		)	675		700		(26		)	674
4.375% senior notes due 2047 (the "4.375% 2047 Senior Notes")	500		(9		)	491		—		—			—
3.50% senior notes due 2032 (the "3.50% 2032 Go Zone Refunding Senior Notes")	250		(2		)	248		—		—			—
Total long-term debt	3,853		(16		)	3,837		3,678		1			3,679
Less: Current portion - 4.625% Westlake 2021 Senior Notes and 4.625% Subsidiary 2021 Senior Notes	688		22			710		—		—			—
Long-Term Debt, net of current portion	$	3,165	$	(38	)	$	3,127	$	3,678	$	1		$	3,679

Credit Agreement

The Company has a $1,000 revolving credit facility that matures on August 23, 2021. The Credit Agreement bears interest at either (a) LIBOR plus a spread ranging from 1.00% to 1.75% or (b) Alternate Base Rate plus a spread ranging from 0.00% to 0.75%, in each case depending on the credit rating of the Company. As of December 31, 2017, the Company had no borrowings outstanding under the Credit Agreement. As of December 31, 2017, the Company had outstanding letters of credit totaling $6 and borrowing availability of $994 under the Credit Agreement. The obligations of the Company under the Credit Agreement are guaranteed by current and future material domestic subsidiaries of the Company, subject to certain exceptions. The Credit Agreement contains certain affirmative and negative covenants, including a quarterly total leverage ratio financial maintenance covenant. The Credit Agreement also contains certain events of default and if and for so long as an event of default has occurred and is continuing, any amounts outstanding under the Credit Agreement will accrue interest at an increased rate, the Lenders can terminate their commitments thereunder and payments of any outstanding amounts could be accelerated by the Lenders. As of December 31, 2017, the Company is in compliance with the total leverage ratio financial maintenance covenant.

3.60% Senior Notes due 2026 and 5.0% Senior Notes due 2046

In August 2016, the Company issued $750 aggregate principal amount of the 3.60% 2026 Senior Notes and $700 aggregate principal amount of the 5.0% 2046 Senior Notes. In March 2017 the Company commenced registered exchange offers to exchange the 3.60% 2026 Senior Notes and the 5.0% 2046 Senior Notes for new notes that are identical in all material respects to the 3.60% 2026 Senior Notes and the 5.0% 2046 Senior Notes, except that the offer and issuance of the new Securities and Exchange Commission ("SEC")-registered notes have been registered under the Securities Act of 1933, as amended (the "Securities Act"). The exchange offers expired on April 24, 2017, and approximately 99.97% of the 3.60% 2026 Senior Notes and 100% of the 5.0% 2046 Senior Notes were exchanged. The 3.60% 2026 Senior Notes that were not exchanged in the 3.60% 2026 Senior Notes exchange offer have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the U.S. absent registration or an applicable exemption from registration requirements or a transaction not subject to the registration requirements of the Securities Act or any state securities law.

4.625% Senior Notes due 2021 and 4.875% Senior Notes due 2023

In September 2016, the Company issued $625 aggregate principal amount of the 4.625% Westlake 2021 Senior Notes and $434 aggregate principal amount of the 4.875% Westlake 2023 Senior Notes upon the closing of the Company's offers to exchange any and all of the $688 aggregate principal amount of the outstanding 4.625% senior notes due 2021 issued by Eagle Spinco Inc., a wholly-owned subsidiary of Axiall ("Eagle Spinco"), and the $450 aggregate principal amount of the outstanding 4.875% senior notes due 2023 issued by Axiall. In the exchange offers, $625 aggregate principal amount of the 4.625% Westlake 2021 Senior Notes and $434 aggregate principal amount of the 4.875% Westlake 2023 Senior Notes were issued by the Company, leaving outstanding $63 aggregate principal amount of the 4.625% Subsidiary 2021 Senior Notes and $16 aggregate principal amount of the 4.875% Subsidiary 2023 Senior Notes. In March 2017, the Company commenced registered exchange offers to exchange the 4.625% Westlake 2021 Senior Notes and the 4.875% Westlake 2023 Senior Notes for new SEC-registered notes that are identical in all material respects to the 4.625% Westlake 2021 Senior Notes and the 4.875% Westlake 2023 Senior Notes, except that the offer and issuance of the new notes have been registered under the Securities Act. The exchange offers expired on April 24, 2017, and 100% of both the 4.625% Westlake 2021 Senior Notes and the 4.875% Westlake 2023 Senior Notes were exchanged.

In December 2017, the Company delivered irrevocable notices for the optional redemption of all of the outstanding 4.625% Westlake 2021 Senior Notes and 4.625% Subsidiary 2021 Senior Notes (collectively, the "2021 Notes"). The 2021 Notes were redeemed on February 15, 2018 at a redemption price equal to 102.313% of the principal amount of the 2021 Notes plus accrued and unpaid interest on the 2021 Notes to the redemption date. The 2021 Notes were classified as a component of current liabilities in the consolidated balance sheet at December 31, 2017, based on the terms of the redemption.

3.60% Senior Notes due 2022

In July 2012, the Company issued $250 aggregate principal amount of the 3.60% 2022 Senior Notes. The 3.60% 2022 Senior Notes are unsecured and were issued with an original issue discount of $1. There is no sinking fund and no scheduled amortization of the 3.60% 2022 Senior Notes prior to maturity. The Company may optionally redeem the 3.60% 2022 Senior Notes in accordance with the terms of the 3.60% 2022 Senior Notes. All of the Company's domestic subsidiaries that guarantee other indebtedness of the Company or of another guarantor of the 3.60% 2022 Senior Notes in excess of $5 are guarantors of the 3.60% 2022 Senior Notes.

4.375% Senior Notes due 2047

In November 2017, the Company completed the registered public offering of $500 aggregate principal amount of the 4.375% 2047 Senior Notes. The 4.375% 2047 Senior Notes are unsecured and mature on November 15, 2047. There is no sinking fund and no scheduled amortization of the 4.375% 2047 Senior Notes prior to maturity. The Company may optionally redeem the 4.375% 2047 Senior Notes in accordance with the terms of the 4.375% 2047 Senior Notes. All of the Company's domestic subsidiaries that guarantee other indebtedness of the Company or another guarantor or the 4.375% 2047 Senior Notes in excess of $40 are guarantors of the 4.375% 2047 Senior Notes.

The indenture governing the 3.60% 2026 Senior Notes, the 5.0% 2046 Senior Notes, the 4.625% Westlake 2021 Senior Notes, the 4.875% Westlake 2023 Senior Notes, 3.60% 2022 Senior Notes and 4.375% 2047 Senior Notes contains customary events of default and covenants that will restrict the Company and certain of the Company's subsidiaries' ability to (1) incur certain secured indebtedness, (2) engage in certain sale-leaseback transactions and (3) consolidate, merge or transfer all or substantially all of its assets.

IKE Zone Bonds

In December 2010, the Louisiana Local Government Authority Environmental Facilities and Community Development Authority (the "Authority"), a political subdivision of the State of Louisiana, completed the offering of $65 of 6 ½% tax-exempt revenue bonds due November 1, 2035 (the "6 ½% 2035 IKE Zone Senior Notes") under Section 704 of the Emergency Economic Stabilization Act of 2008 (the "IKE Zone Act").

GO Zone Bonds

In December 2010, the Authority issued $89 of 6 ½% tax-exempt revenue bonds due November 1, 2035 under the Gulf Opportunity Zone Act of 2005 (the "GO Zone Act") (the "6 ½% 2035 GO Zone Bonds"). In connection with the issuance of the 6 ½% 2035 GO Zone Bonds, the Company issued $89 of the 6 ½% 2035 GO Zone Senior Notes. In July 2010, the Authority completed the reoffering of $100 of 6 ½% tax-exempt revenue bonds due August 1, 2029 under the GO Zone Act (the "6 ½% 2029 GO Zone Bonds"). In connection with the reoffering of the 6 ½% 2029 GO Zone Bonds, the Company issued $100 of the 6 ½% 2029 GO Zone Senior Notes. In December 2007, the Authority issued $250 of 6 ¾% tax-exempt revenue bonds due November 1, 2032 under the GO Zone Act (the "6 ¾% 2032 GO Zone Bonds"). In connection with the issuance of the 6 ¾% 2032 GO Zone Bonds, the Company issued $250 of the 6 ¾% 2032 GO Zone Senior Notes.

Each series of the tax-exempt bonds is subject to redemption and the holders may require the bonds to be repurchased upon a change of control or a change in or loss of the current tax status of the bonds. In addition, the bonds are subject to optional redemption by the Authority upon the direction of the Company if certain events have occurred in connection with the operation of the projects for which the bond proceeds may be used, including if the Company has determined that the continued operation of any material portion of the projects would be impracticable, uneconomical or undesirable for any reason.

In September 2017, the Company directed the Authority to optionally redeem in full the $250 aggregate principal amount of the 6 ¾% 2032 GO Zone Bonds on November 1, 2017. In connection with the redemption of the 6 ¾% 2032 GO Zone Bonds, the Authority was required to cause the GO Zone Bonds trustee to surrender the 6 ¾% 2032 GO Zone Senior Notes to the Senior Notes trustee for cancellation. The 6 ¾% 2032 GO Zone Bonds were redeemed and the 6 ¾% 2032 GO Zone Senior Notes were cancelled on November 1, 2017.

In November 2017, the Authority completed the remarketing of $250 aggregate principal amount of 3.50% tax-exempt revenue refunding bonds due November 1, 2032 (the "3.50% 2032 GO Zone Bonds"). In connection with the remarketing of the 3.50% 2032 GO Zone Bonds, the Company issued $250 of the 3.50% 2032 Senior Notes. The 3.50% 2032 GO Zone Bonds are subject to optional redemption by the Authority upon the direction of the Company at any time on or after November 1, 2027, for 100% of the principal amount plus accrued interest. The indenture governing the 3.50% 2032 Senior Notes contains customary events of default and covenants that will restrict the Company and certain of the Company's subsidiaries' ability to (1) incur certain secured indebtedness, (2) engage in certain sale-leaseback transactions and (3) consolidate, merge or transfer all of substantially all of its assets.

In connection with each offering of the tax-exempt bonds, the Company entered into a loan agreement with the Authority pursuant to which the Company agreed to pay all of the principal, premium, if any, and interest on the bonds and certain other amounts to the Authority. The net proceeds from the offerings were loaned by the Authority to the Company. The Company used the proceeds to expand, refurbish and maintain certain of its facilities in the Louisiana Parishes of Calcasieu and Ascension. The bonds are unsecured and rank equally in right of payment with other existing and future unsecured senior indebtedness. All domestic restricted subsidiaries that guarantee other debt of the Company or of another guarantor of the 6 ½% 2029 GO Zone Senior Notes, the 3.50% 2032 Senior Notes and the 6 ½% 2035 GO Zone Senior Notes (collectively, the "GO Zone Senior Notes") and the 6 ½% 2035 IKE Zone Senior Notes (together with the Go Zone Senior Notes, the "Tax-Exempt Bond Related Senior Notes") in excess of $5 ($40 in the case of the 3.50% 2032 Senior Notes) are guarantors of the Tax-Exempt Bond Related Senior Notes. As of December 31, 2017, the Company had drawn all proceeds from the tax-exempt bonds.

The indentures governing the Tax-Exempt Bond Related Senior Notes, excluding the 3.50% 2032 Senior Notes, contain customary covenants and events of default. Accordingly, these agreements generally impose significant operating and financial restrictions on the Company. These restrictions, among other things, provide limitations on incurrence of additional indebtedness, the payment of dividends, certain investments and acquisitions and sales of assets. However, the effectiveness of certain of these restrictions is currently suspended because the Tax-Exempt Bond Related Senior Notes are currently rated investment grade by at least two nationally recognized credit rating agencies. The most significant of these provisions, if it were currently effective, would restrict the Company from incurring additional debt, except specified permitted debt (including borrowings under its credit facility), when the Company's fixed charge coverage ratio is below 2.0:1. These limitations are subject to a number of important qualifications and exceptions, including, without limitation, an exception for the payment of the Company's regular quarterly dividend of up to $0.10 per share. If the restrictions were currently effective, distributions in excess of $100 would not be allowed unless, after giving pro forma effect to the distribution, the Company's fixed charge coverage ratio is at least 2.0:1 and such payment, together with the aggregate amount of all other distributions after January 13, 2006, is less than the sum of 50% of the Company's consolidated net income for the period from October 1, 2003 to the end of the most recent quarter for which financial statements have been filed, plus 100% of net cash proceeds received after October 1, 2003 as a contribution to the Company's common equity capital or from the issuance or sale of certain securities, plus several other adjustments.

Revenue Bonds

In December 1997, the Company entered into a loan agreement with a public trust established for public purposes for the benefit of the Parish of Calcasieu, Louisiana. The public trust issued $11 principal amount of tax-exempt waste disposal revenue bonds in order to finance the Company's construction of waste disposal facilities for an ethylene plant. The waste disposal revenue bonds expire in December 2027 and are subject to redemption and mandatory tender for purchase prior to maturity under certain conditions. The interest rate on the waste disposal revenue bonds at December 31, 2017 and 2016 was 1.73% and 0.79%, respectively.

As of December 31, 2017, the Company was in compliance with all of the covenants with respect to the Tax-Exempt Bond Related Senior Notes, 4.625% Westlake 2021 Senior Notes, 4.625% Subsidiary 2021 Senior Notes, 3.60% 2022 Senior Notes, 4.875% Westlake 2023 Senior Notes, 4.875% Subsidiary 2023 Senior Notes, 3.60% 2026 Senior Notes, 5.0% 2046 Senior Notes, 4.375% 2047 Senior Notes, Credit Agreement and the waste disposal revenue bonds.

The weighted average interest rate on all long-term debt was 4.5% and 4.4% at December 31, 2017 and 2016, respectively. Unamortized debt issuance costs on long-term debt were $26 and $24 at December 31, 2017 and 2016, respectively.

Aggregate scheduled maturities of long-term debt during the next five years consist of $250 in 2022. There are no scheduled maturities of debt in 2019 through 2021. The Westlake 4.625% Senior Notes due 2021 and the Eagle Spinco Inc. 4.625% Senior Notes due 2021 were optionally redeemed on February 15, 2018.