v3.5.0.2
Investments
6 Months Ended
Jun. 30, 2016
Equity Method Investments and Joint Ventures [Abstract]  
Investments

16. INVESTMENTS

We own an interest in several manufacturing joint ventures in our chlorovinyls segment. In our chlorovinyls segment, we have a 50 percent ownership interest in RS Cogen, LLC (“RS Cogen”), which produces electricity and steam that are primarily sold to Axiall and its joint venture partner under take-or-pay contracts with terms that extend to 2022 and is reported in our chlorovinyls segment. The joint venture was formed with a wholly-owned subsidiary of Entergy Corporation (“Entergy”) in 2000 for the construction and operation of a 425 megawatt combined cycle, natural gas-fired cogeneration facility in Lake Charles, Louisiana, the majority of which was financed by loans having terms that extend to 2022 from a syndicate of banks. Axiall’s future commitment to purchase electricity and steam from the joint venture per the take-or-pay contracts approximates $23.5 million per year subject to contractually defined inflation adjustments. As of June 30, 2016, our future commitment under the take-or-pay arrangement approximates $147.5 million in the aggregate, with purchases during the three and six months ended June 30, 2016 totaling $6.6 million and $13.2 million, respectively, and purchases during the three and six months ended June 30, 2015 totaling $6.4 million and $12.9 million, respectively.

RS Cogen is a variable interest entity under GAAP. The daily operations of the cogeneration facility are the activities of RS Cogen that most significantly impact its economic performance. These activities are directed by a management team with oversight by a management committee that has equal representation from Axiall and Entergy. By the terms of the joint venture agreement, all decisions of the management committee require approval by a majority of its members. Accordingly, the power to direct the activities of RS Cogen is equally shared between RS Cogen’s two owners and, thus, Axiall does not consider itself to be the joint venture’s primary beneficiary. Accordingly, Axiall accounts for its investment in RS Cogen under the equity method of accounting. We have recorded our investment in RS Cogen in other assets in the accompanying unaudited condensed consolidated balance sheets and our share of investee earnings in cost of goods sold in the unaudited condensed consolidated statements of operations.

The following table summarizes our maximum exposure to loss associated with RS Cogen as of June 30, 2016 and December 31, 2015:

 

(In millions)

  June 30,

 

2016

     December 31,

 

2015

 

 

Investment in and net advances to RS Cogen

    $ 9.9           $ 9.5     

 

Supply contracts

    35.3           36.3     
 

 

 

    

 

 

 

 

Maximum exposure to loss

    $               45.2           $             45.8     
 

 

 

    

 

 

 

We produce chlorine, caustic soda, hydrogen, hydrochloric acid, also known as muriatic acid (“HCL”), and sodium hypochlorite (bleach) at our Kaohsiung, Taiwan facility. The Kaohsiung, Taiwan facility is operated by Taiwan Chlorine Industries, Ltd. (“TCI”), a joint venture in which we own a 60 percent interest and consolidate in our unaudited condensed consolidated financial statements in our chlorovinyls segment. The following table presents a reconciliation of our minority partner’s ownership interest, reported as noncontrolling interest:

 

    Six Months Ended June 30,  

 

(In millions)

  2016     2015  

Noncontrolling interest - beginning of period

     $ 74.8          $ 107.9     

Net income attributable to noncontrolling interest

    0.8          3.1     

Other comprehensive income attributable to noncontrolling interest

    2.0          3.0     

Distribution to noncontrolling interest

    (7.1)         (8.4)    

Other

    -          (0.1)    
 

 

 

   

 

 

 

Noncontrolling interest - end of period

     $               70.5          $             105.5     
 

 

 

   

 

 

 

On June 17, 2015, Eagle US 2 LLC (“Eagle”), a wholly-owned subsidiary of the Company, entered into an amended and restated limited liability company agreement with Lotte Chemical USA Corporation (“Lotte”) related to the formation of LACC, LLC (“LACC”), which was formed by Eagle and Lotte to design, build and operate a state-of-the-art 1.0 million metric tons per annum ethane cracker (ethylene manufacturing plant) in the Plant. On December 17, 2015, Axiall and Lotte reached a final investment decision to construct the Plant and LACC entered into the engineering, procurement and construction agreement with CB&I Inc., the construction contractor. The Plant is being built adjacent to Axiall’s largest chlor-alkali chemical facility, located in Lake Charles, Louisiana, to take advantage of Axiall’s existing infrastructure, access to competitive feedstock resources, and ethylene distribution infrastructure. The anticipated start-up for the Plant is expected to be the beginning of 2019.

The Plant will provide partial backward integration for Axiall’s vinyls business and will supply a new monoethylene glycol (“MEG”) facility being built by Lotte. Pursuant to a contribution and subscription agreement, dated as of June 17, 2015, between the Company, Eagle and LACC, Eagle has agreed to make a maximum capital commitment to LACC of up to $225 million to fund the construction costs of the Plant. Eagle’s investment is expected to represent approximately 10 percent of the interests of LACC. Eagle and Lotte also entered into a call option agreement, dated as of June 17, 2015, pursuant to which Eagle has the right, but not the obligation, until the third anniversary of the substantial completion of the Plant, to acquire up to a 50 percent ownership interest in LACC from Lotte.

As of June 30, 2016 and December 31, 2015, our investment in LACC is $34.4 million and $14.9 million, respectively, and is reflected in other assets in our unaudited condensed consolidated balance sheets. Our investment in LACC is accounted for under the cost method.