MEOH Methanex Corporation

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 40-F

 

 

 

¨	REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

OR

 

x	ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2014

Commission File Number 0-20115

 

 

METHANEX CORPORATION

(Exact name of Registrant as specified in its charter)

 

 

not applicable

(Translation of Registrant’s name into English (if applicable))

CANADA

(Province or other jurisdiction of incorporation or organization)

2860

(Primary Standard Industrial Classification Code Number (if applicable))

not applicable

(I.R.S. Employer Identification Number (if applicable))

1800 Waterfront Centre, 200 Burrard Street, Vancouver, British Columbia, Canada V6C 3M1

Telephone: (604) 661-2600

(Address and telephone number of Registrant’s principal executive offices)

CT Corporation System, 111 Eighth Avenue, New York, New York 10011

Telephone: 212-894-8940

(Name, address (including zip code)and telephone number

(including area code) of agent for service in the United States)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

 

Title of each class		Name of each exchange on which registered
Common Shares		NASDAQ Global Market

Securities registered or to be registered pursuant to Section 12(g) of the Act.

None

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

6.00% Senior Notes due August 15, 2015

3.25% Senior Notes due December 15, 2019

5.25% Senior Notes due March 1, 2022

4.25% Senior Notes due December 1, 2024

5.65% Senior Notes due December 1, 2044

(Title of Class)

For annual reports, indicate by check mark the information filed with this Form:

x  Annual Information Form            x  Audited Annual Financial Statements

 

 

Indicate number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

92,506,487 Common Shares were outstanding as of December 31, 2014

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

Yes  x            No   ¨

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes  ¨            No   ¨

 

 

 

---

ANNUAL INFORMATION FORM, AUDITED FINANCIAL STATEMENTS, AND

MANAGEMENT’S DISCUSSION AND ANALYSIS

Methanex Corporation (the “Registrant” or the “Company”) is a Canadian public company whose common shares are listed on the Toronto Stock Exchange in Canada (trading symbol: MX) and on the NASDAQ Global Market in the United States (trading symbol: MEOH). The Registrant is a “foreign private issuer” as defined in Rule 3b-4 under Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is eligible to file this annual report on Form 40-F pursuant to the multi-jurisdictional disclosure system.

The following documents of the Company are filed as exhibits to, and incorporated by reference into, this Annual Report:

 

Document		Exhibit No.
Annual Information Form of the Company for the year ended December 31, 2014			99.1
Management’s Discussion and Analysis of the Company for the year ended December 31, 2014			99.2
Audited financial statements of the Company for the years ended December 31, 2014 and 2013, including the report of auditor with respect thereto			99.3

Pursuant to Rule 3a12-3 under the Exchange Act, the Company’s equity securities are exempt from sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act.

FORWARD-LOOKING STATEMENTS

This annual report includes or incorporates by reference certain statements that constitute “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995. These statements appear in a number of places in this annual report and documents incorporated by reference herein and include statements regarding the Registrant’s intent, belief or current expectations and those of the Registrant’s management. These forward-looking statements involve known and unknown risks and uncertainties that may cause the Registrant’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. When used in this annual report or in documents incorporated by reference in this annual report, words such as “believes,” “expects,” “may,” “will,” “should,” “potential,” “estimates,” “anticipates,” “aims,” “goal,” or the negative version of those words or other comparable terminology and similar statements of a future or forward-looking nature are intended to identify these forward-looking statements. These forward-looking statements are based on various factors and were derived utilizing numerous assumptions that could cause the Registrant’s actual results to differ materially from those in the forward-looking statements. Accordingly, readers are cautioned not to put undue reliance on these forward-looking statements. For additional information, please refer to the disclosure contained under the heading, “Caution Regarding Forward-Looking Statements” in the Registrant’s Annual Information Form filed as Exhibit 99.1 to this report.

NOTE TO UNITED STATES READERS REGARDING DIFFERENCES

BETWEEN UNITED STATES AND CANADIAN REPORTING PRACTICES

The Registrant is permitted to prepare this annual report in accordance with Canadian disclosure requirements, which are different from those of the United States. The Registrant now prepares its consolidated financial statements in accordance with International Financial Reporting Standards, as issued by the International Accounting Standards Board, which principles differ in certain respects from generally accepted accounting principles applicable in the United States (“U.S. GAAP”) and from practices prescribed by the SEC. Therefore, the Company’s financial statements incorporated by reference in this annual report may not be comparable to financial statements prepared in accordance with U.S. GAAP.

CURRENCY

Unless otherwise indicated, all dollar amounts in this Annual Report are in United States dollars. The exchange rate of United States dollars into Canadian dollars on December 31, 2014, based upon the noon rate published by the Bank of Canada, was U.S.$1.00=CDN$1.1601. The exchange rate of United States dollars into Canadian dollars, on March 9, 2015, based upon the noon rate as published by the Bank of Canada, was U.S.$1.00=CDN$1.2598.

 

2

---

CONTROLS AND PROCEDURES

Disclosure controls and procedures are defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act to mean controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

At the end of the period covered by this annual report on Form 40-F, being the fiscal year ended December 31, 2014, an evaluation was carried out under the supervision and with the participation of the Registrant’s management, including the principal executive and principal financial officers (its Chief Executive Officer and Chief Financial Officer). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Registrant’s disclosure controls and procedures are effective as of December 31, 2014.

INTERNAL CONTROL OVER FINANCIAL REPORTING

Internal Control Over Financial Reporting

Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act as a process designed by, or under the supervision of, the Registrant’s Chief Executive Officer and Chief Financial Officer, and effected by the Registrant’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and preparation of the Registrant’s consolidated financial statements for external purposes in accordance with International Financial Reporting Standards, as issued by the International Accounting Standards Board. Internal control over financial reporting includes policies and procedures that:

 

¡

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Registrant;

 

¡

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and directors of the Registrant; and

 

¡

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Registrant’s assets that could have a material effect on the financial statements.

There have been no changes during the year ended December 31, 2014 to internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting.

The Company’s internal control system is designed to provide reasonable assurance to management and the board of directors regarding the preparation and fair presentation of published financial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness of internal control over financial reporting to future periods are subject to risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management’s Assessment and Auditor’s Attestation Report

Management’s Annual Report on Internal Control over Financial Reporting is provided on page 39 of the Registrants’ Management’s Discussion and Analysis, filed as Exhibit 99.2 to this report. KPMG LLP, an independent registered public accounting firm that audited and reported on our consolidated financial statements, has issued an attestation report on the effectiveness of our internal control over financial reporting as of December 31, 2014. The attestation report is included on the third page of our consolidated financial statements filed as Exhibit 99.3 to this report.

 

3

---

AUDIT COMMITTEE

The Registrant’s Board of Directors has established a separately-designated Audit, Finance and Risk Committee (the “Audit Committee”) in accordance with Section 3(a)(58)(A) of the Exchange Act and NASDAQ Listing Rule 5605(c). As at the date of this annual report, the Registrant’s Audit Committee is comprised of the following directors, each of whom is independent as determined under each of Rule 10A-3 under the Exchange Act and NASDAQ Listing Rule 5605(a):

A. Terence Poole, Chair

Howard Balloch

John Reid

Janice Rennie

All members of the Audit Committee are financially literate, meaning they are able to read and understand the Company’s financial statements and to understand the breadth and level of complexity of the issues that can reasonably be expected to be raised by the Company’s financial statements. The Audit Committee meets the composition requirements set forth by NASDAQ Listing
Rule 5605(c)(2).

A description of the mandate of the Audit Committee (the “Audit Committee Charter”), together with the relevant education and experience of its members and other Committee information, may be found in the “Audit Committee Information” section of the Registrant’s Annual Information Form for the year ended December 31, 2014, filed as Exhibit 99.1 to this annual report. The full text of the Audit Committee Charter is attached as Appendix “A” to the Annual Information Form.

AUDIT COMMITTEE FINANCIAL EXPERT

The Registrant’s Board of Directors has determined that Mr. A. Terence Poole is an audit committee financial expert (as that term is defined in paragraph (8)(b) of General Instruction B to Form 40-F under the Exchange Act). The Commission has indicated that the designation of Mr. Poole as an audit committee financial expert does not make Mr. Poole an “expert” for any other purpose, impose any duties, obligations or liability on Mr. Poole that are greater than those imposed on members of the Audit Committee and the board of directors who do not carry this designation, or affect the duties, obligations or liability of any other member of the Audit Committee.

CODE OF ETHICS

The Registrant has adopted a Code of Business Conduct (the “Code of Ethics”) that applies to directors, officers and employees, including the Registrant’s principal executive officer, principal financial officer and principal accounting officer. The Code of Ethics materially complies with NASDAQ Listing Rule 5610, and meets the requirements for a “code of ethics” within the meaning of that term in Form 40-F. A copy of the Code of Ethics can be found on the Registrant’s website at www.methanex.com.

No waivers from or substantive amendments to the provisions of the Code were made in 2014.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

KPMG LLP, Chartered Accountants, Vancouver, are the independent auditors of the Registrant. The holders of the Registrant’s common shares have resolved to have the directors of the Registrant determine the auditor’s remuneration.

The Registrant’s Audit Committee annually reviews and approves the terms and scope of the external auditors’ engagement. The Audit Committee oversees the Audit and Non-Audit Pre-Approval Policy, which sets forth the procedures and the conditions under which permissible services proposed to be performed by KPMG LLP, the Registrant’s external auditors, are pre-approved. The Audit Committee has delegated to the Chair of the Audit Committee pre-approval authority for any services not previously approved by the Audit Committee. All such services approved by the Chair of the Audit Committee are subsequently reviewed by the Audit Committee.

All non-audit service engagements, regardless of the cost estimate, are required to be coordinated and approved by the Chief Financial Officer to further ensure that adherence to this policy is monitored.

 

4

---

Audit and Non-Audit Fees Billed by the Independent Auditors

KPMG LLP’s global fees relating to the years ended December 31, 2014 and December 31, 2013 are as follows:

 

US$000s		2014				2013
Audit Fees			1,594				1,653
Audit-Related Fees			58				125
Tax Fees			91				68
Total			1,743				1,846

The nature of each category of fees is described below.

Audit Fees

Audit fees for professional services rendered by the external auditors for the audit of the Registrant’s consolidated financial statements; statutory audits of the financial statements of the Registrant’s subsidiaries; quarterly reviews of the Registrant’s financial statements; consultations as to the accounting or disclosure treatment of transactions reflected in the financial statements; and services associated with registration statements, prospectuses, periodic reports and other documents filed with securities regulators.

Audit fees for professional services rendered by the external auditors for the audit of the Registrant’s consolidated financial statements were in respect of an “integrated audit” performed by KPMG LLP globally. The integrated audit encompasses an opinion on the fairness of presentation of the Registrant’s financial statements as well as an opinion on the effectiveness of the Registrant’s internal control over financial reporting.

Audit-Related Fees

Audit-related fees for professional services rendered by the auditors for financial audits of employee benefit plans; procedures and audit or attest services not required by statute or regulation; and consultations related to the accounting or disclosure treatment of other transactions.

Tax Fees

Tax fees for professional services rendered for tax compliance and tax advice. These services consisted of: tax compliance, including the review of tax returns; assistance in completing routine tax schedules and calculations; and advisory services relating to domestic and international taxation.

OFF-BALANCE SHEET ARRANGEMENTS

At December 31, 2014, we did not have any off-balance sheet arrangements, as defined by applicable securities regulators in Canada and the United States that have, or are reasonably likely to have, a current or future material effect on our results of operations or financial condition.

TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

Tabular disclosure of contractual obligations is made on page 21 of the Registrant’s Management’s Discussion and Analysis for the year ended December 31, 2014, filed as Exhibit 99.2 to this report.

NASDAQ CORPORATE GOVERNANCE

The Company is subject to corporate governance requirements prescribed under applicable Canadian securities laws, rule and policies. The Company is also subject to corporate governance requirements prescribed by the listing standards of the NASDAQ Stock Market, and the rules and regulations promulgated by the SEC under the Exchange Act (including those applicable rules and regulations mandated by the Sarbanes-Oxley Act of 2002).

NASDAQ Listing Rule 5615(a)(3) permits a foreign private issuer to follow its home country practice in lieu of certain corporate governance requirements of the NASDAQ Listing Rules. A foreign private issuer that follows a home country practice in lieu of one or more provisions of the NASDAQ Listing Rules is required to disclose in its annual report filed with the Commission, or on its website, each corporate governance requirement of the NASDAQ Listing Rules that it does not follow and describe the home country practice followed by the issuer in lieu of such NASDAQ corporate governance requirements.

 

5

---

We do not follow NASDAQ Equity Rule 5620(c), but instead follow our home country practice relating to quorum requirements at meetings of shareholders as more fully described on page 21 of the Registrant’s Annual Information Form for the year ended December 31, 2014, filed as Exhibit 99.1 to this report.

The Company believes that there are otherwise no significant differences between its corporate governance policies and those required to be followed by United States domestic issuers listed on the NASDAQ Stock Market. In particular, in addition to having a separate Audit Committee, the Registrant’s Board of Directors has established a separately-designated Human Resources Committee that materially meets the requirements for a compensation committee under NASDAQ Listing Rule 5605(d), as currently in force.

The Company is required by National Instrument 58-101 of the Canadian Securities Administrators, Disclosure of Corporate Governance Practices, to describe its practices and policies with regard to corporate governance in management information circulars that are furnished to the Company’s shareholders in connection with annual meetings of shareholders.

UNDERTAKING

The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to: the securities in relation to which the obligation to file an annual report on Form 40-F arises, or transactions in said securities.

CONSENT TO SERVICE OF PROCESS

A Form F-X signed by the Registrant and the Registrant’s agents for service of process: (a) with respect to the Common Shares, was filed with the Commission together with the Form 40-F of the Registrant on June 16, 1995; (b) with respect to the 6.0% Senior Notes due August 15, 2015 was filed with the Commission together with the Form F-9 of the Registrant on July 21, 2005; (c) with respect to the 5.25% Senior Notes due March 1, 2022 was filed with the Commission together with the Form F-9 of the Registrant on October 31, 2011; (d) with respect to the 3.25% Senior Notes due December 15, 2019 was filed with the Commission together with the Form F-10 of the Registrant on December 7, 2012; (e) with respect to the 4.25% Senior Notes due December 1, 2024 was filed with the Commission together with the Form F-10 of the Registrant on October 31, 2014; and (f) with respect to the 5.65% Senior Notes due December 1, 2044 was filed with the Commission together with the Form F-10 of the Registrant on October 31, 2014.

SIGNATURES

Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereto duly authorized.

 

				METHANEX CORPORATION
Date: March 10, 2015				By:		/s/ WENDY BACH
				Name:		Wendy Bach
				Title:		Senior Vice President, Corporate Resources & General Counsel

 

6

---

EXHIBITS

 

Exhibit No		Description
23.1		Consent of KPMG LLP
31.1		Certification of President and Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Senior Vice President, Finance and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of President and Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification of Senior Vice President, Finance and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.1		Annual Information Form of the Registrant dated March 9, 2015
99.2		Management’s Discussion and Analysis for the Year Ended December 31, 2014
99.3		Audited Consolidated Financial Statements of the Registrant for the year ended December 31, 2014 and the Independent Auditor’s Report thereon

Exhibit 23.1

 

 

		KPMG LLP Chartered Accountants PO Box 10426 777 Dunsmuir Street Vancouver BC V7Y 1K3 Canada		Telephone		(604) 691-3000
				Fax		(604) 691-3031
				Internet		www.kpmg.ca

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors of Methanex Corporation

We consent to the use of our reports, both dated March 9, 2015, with respect to the consolidated financial statements and the effectiveness of internal control over financial reporting included in this annual report on Form 40-F.

We also consent to the incorporation by reference of such reports in the Registration Statements (No. 333-112624, No. 333-141833 and No. 333-194850) on Form S-8, No. 333-177632 on Form F-9, No. 333-185335 on Form F-10 and No. 333-199756 on Form-10/A of Methanex Corporation.

/s/ KPMG LLP

Chartered Accountants

Vancouver, Canada

March 9, 2015

KPMG LLP is a Canadian limited liability partnership and a member firm of the KPMG

network of independent member firms affiliated with KPMG International Cooperative

(“KPMG International”), a Swiss entity.

KPMG Canada provides services to KPMG LLP.

KPMG Confidential

Exhibit 31.1

CERTIFICATION

I, John Floren, certify that:

 

1.	I have reviewed this annual report on Form 40-F of Methanex Corporation;

 

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;

 

4.

The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have:

 

a)

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b)

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c)

evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d)

disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and

 

5.	The issuer’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer’s auditors and the audit committee of issuer’s board of directors (or persons performing the equivalent functions):

 

a)

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and

 

b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting.

Date: March 10, 2015

 

Exhibit 31.2

CERTIFICATION

I, Ian Cameron, certify that:

 

1.	I have reviewed this annual report on Form 40-F of Methanex Corporation;

 

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;

 

4.

The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have:

 

a)

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b)

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c)

evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d)

disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and

 

5.	The issuer’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer’s auditors and the audit committee of issuer’s board of directors (or persons performing the equivalent functions):

 

a)

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and

 

b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting.

Date: March 10, 2015

 

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Methanex Corporation (the “Company”) on Form 40-F for the year ended December 31, 2014 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John Floren, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

 

1.	the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

2.	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

/s/ JOHN FLOREN

John Floren

President and Chief Executive Officer

March 10, 2015

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Methanex Corporation (the “Company”) on Form 40-F for the year ended December 31, 2014 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Ian Cameron, Senior Vice President, Finance and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

 

1.	the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

2.	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

/s/ IAN CAMERON

Ian Cameron

Senior Vice President, Finance and Chief Financial Officer

March 10, 2015

Exhibit 99.1

 

METHANEX CORPORATION

ANNUAL INFORMATION FORM

www.methanex.com

March 9, 2015

---

TABLE OF CONTENTS

 

		Page
REFERENCE INFORMATION			3
CAUTION REGARDING FORWARD-LOOKING STATEMENTS			4
THE COMPANY			6
BUSINESS OF THE COMPANY			7
Overview of the Business			7
DEVELOPMENT OF THE BUSINESS AND CORPORATE STRATEGY			7
Our Strategy			7
Global Leadership			7
Low Cost			8
Operational Excellence			8
METHANOL INDUSTRY INFORMATION			9
General			9
Demand Factors			9
Supply Factors			11
Methanol Prices			12
PRODUCTION			12
Production Process			12
Operating Data and Other Information			12
MARKETING			13
DISTRIBUTION AND LOGISTICS			13
NATURAL GAS SUPPLY			14
General			14
New Zealand			14
Trinidad			14
United States			15
Egypt			15
Canada			15
Chile			15
FOREIGN OPERATIONS AND GOVERNMENT REGULATION			16
General			16
Chile			16
Trinidad			17
Egypt			17
RESPONSIBLE CARE			17
ENVIRONMENTAL MATTERS			18
Management of Emissions			18
INSURANCE			19
COMPETITION			20
EMPLOYEES			20
RISK FACTORS			20
DIVIDENDS			20
CAPITAL STRUCTURE			21
RATINGS			21
MARKET FOR SECURITIES			22
NORMAL COURSE ISSUER BID			22
DIRECTORS AND EXECUTIVE OFFICERS			23
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS			24
EXPERTS			24
LEGAL PROCEEDINGS			24
AUDIT COMMITTEE INFORMATION			24
The Audit Committee Charter			24
Composition of the Audit Committee			25
Relevant Education and Experience			25
Pre-Approval Policies and Procedures			26
Audit and Non-Audit Fees Billed by the Independent Auditors			26
TRANSFER AGENT AND REGISTRAR			27
CONTROLS AND PROCEDURES			27
CODE OF ETHICS			27
ADDITIONAL INFORMATION			27
APPENDIX “A”			28

 

- 2 -

---

REFERENCE INFORMATION

In this Annual Information Form (“AIF”), a reference to the “Company” refers to Methanex Corporation and a reference to “Methanex,” “we,” “us,” “our” and similar words refers to the Company and its subsidiaries or any one of them as the context requires, as well as their respective interests in joint ventures and partnerships.

We use the United States dollar as our reporting currency. Accordingly, unless otherwise indicated, all dollar amounts in this AIF are stated in United States dollars.

In this AIF, unless the context otherwise indicates, all references to “methanol” are to chemical-grade methanol. Methanol’s chemical formula is CH₃OH and it is also known as methyl alcohol.

In this AIF, we incorporate by reference our 2014 Management’s Discussion and Analysis (“2014 MD&A”), which contains information required to be included in this AIF. The 2014 MD&A is publicly accessible and is filed on the Canadian Securities Administrators’ SEDAR website at www.sedar.com and on the U.S. Securities and Exchange Commission’s EDGAR website at www.sec.gov.

The approximate conversion of measurement used in this AIF is as follows:

1 tonne of methanol = 332.6 US gallons of methanol

Some of the historical price data and supply and demand statistics for methanol and certain other industry data contained in this AIF are derived by the Company from industry consultants or from recognized industry reports regularly published by independent consulting and data compilation organizations in the methanol industry, including IHS Inc., Tecnon OrbiChem Ltd., Argus Media Inc., ICIS, Platts, Methanol Market Services Asia and Consensus Economics Inc. Industry consultants and industry publications generally state that the information provided has been obtained from sources believed to be reliable. We have not independently verified any of the data from third-party sources nor have we ascertained the underlying economic assumptions relied upon in these reports.

Responsible Care^® is a registered trademark of the Chemistry Industry Association of Canada and is used under license by us.

 

- 3 -

---

CAUTION REGARDING FORWARD-LOOKING STATEMENTS

This document contains forward-looking statements with respect to us and our industry. These statements relate to future events or our future performance. All statements other than statements of historical fact are forward-looking statements. Statements that include the words “believes,” “expects,” “may,” “will,” “should,” “potential,” “estimates,” “anticipates,” “aim,” “goal” or other comparable terminology and similar statements of a future or forward-looking nature identify forward-looking statements.

More particularly and without limitation, any statements regarding the following are forward-looking statements:

 

 

We believe that we have a reasonable basis for making such forward-looking statements. The forward-looking statements in this document are based on our experience, our perception of trends, current conditions and expected future developments as well as other factors. Certain material factors or assumptions were applied in drawing the conclusions or making the forecasts or projections that are included in these forward-looking statements, including, without limitation, future expectations and assumptions concerning the following:

 

 

- 4 -

---

 

However, forward-looking statements, by their nature, involve risks and uncertainties that could cause actual results to differ materially from those contemplated by the forward-looking statements. The risks and uncertainties primarily include those attendant with producing and marketing methanol and successfully carrying out major capital expenditure projects in various jurisdictions including, without limitation:

 

 

Having in mind these and other factors, investors and other readers are cautioned not to place undue reliance on forward-looking statements. They are not a substitute for the exercise of one’s own due diligence and judgment. The outcomes implied by forward-looking statements may not occur and we do not undertake to update forward-looking statements except as required by applicable securities laws.

 

- 5 -

---

THE COMPANY

Methanex Corporation was incorporated under the laws of Alberta on March 11, 1968 and was continued under the Canada Business Corporations Act on March 5, 1992. Its registered and head office is located at 1800 Waterfront Centre, 200 Burrard Street, Vancouver, British Columbia, V6C 3M1 (telephone: 604-661-2600).

The following chart includes the Company’s principal operating subsidiaries as of December 31, 2014 and, for each subsidiary, its place of organization and the Company’s percentage of voting interests beneficially owned or over which the Company exercises control or direction. The chart also shows our principal production facilities and their locations.

 

 

- 6 -

---

BUSINESS OF THE COMPANY

Overview of the Business

Methanol is a clear liquid commodity chemical that is predominantly produced from natural gas and is also produced from coal, particularly in China. Approximately 60% of all methanol demand is used to produce traditional chemical derivatives, including formaldehyde, acetic acid and a variety of other chemicals that form the basis of a large number of chemical derivatives for which demand is influenced by levels of global economic activity. The remaining 40% of methanol demand comes from a range of energy-related applications. These include direct blending of methanol into gasoline (primarily in China), and using methanol as a feedstock in the production of dimethyl ether (“DME”), biodiesel, and methanol-to-olefins (“MTO”). Methanol is also used to produce methyl tertiary-butyl ether (“MTBE”), a gasoline component.

We are the world’s largest producer and supplier of methanol to the major international markets in Asia Pacific, North America, Europe and South America. Our total annual production capacity, including Methanex interests in jointly owned plants, is currently 8.3 million tonnes and is located in New Zealand, Trinidad, the United States, Egypt, Canada, and Chile (refer to the Production Summary section on page 12 for more information). In 2014 we completed the relocation of a 1 million tonne plant from our site in Chile to Geismar, Louisiana (“Geismar 1”). We are in the process of completing construction on a second facility relocated from Chile to Geismar (“Geismar 2”), and this is expected to increase our annual operating capacity to 8 million tonnes by late in the first quarter of 2016. In addition to the methanol produced at our sites, we purchase methanol produced by others under methanol offtake contracts and on the spot market. This gives us flexibility in managing our supply chain while continuing to meet customer needs and support our marketing efforts. We have marketing rights for 100% of the production from the jointly-owned plants in Trinidad and Egypt, which provides us with an additional 1.3 million tonnes per year of methanol offtake supply when the plants are operating at full capacity.

DEVELOPMENT OF THE BUSINESS AND CORPORATE STRATEGY

Our Strategy

Our primary objective is to create value by maintaining and enhancing our leadership in the global production, marketing and delivery of methanol to customers. To achieve this objective we have a simple, clearly defined strategy: global leadership, low cost and operational excellence. In September 2014 we launched a new brand differentiator: “The Power of Agility^TM”. The Power of Agility^TM defines our culture of flexibility, responsiveness and creativity that allows us to capitalize on opportunities quickly as they arise, and swiftly respond to customer needs. This brand is a critical element of our strong global culture, and it inspires us to achieve our vision of global methanol leadership.

Global Leadership

Global leadership is a key element of our strategy. We are focused on maintaining and enhancing our position as the major producer and supplier in the global methanol industry, improving our ability to cost-effectively deliver methanol to customers and supporting both traditional and energy-related global methanol demand growth.

We are the leading producer and supplier of methanol to the major international markets in Asia Pacific, North America, Europe and South America. Our 2014 sales volume of 8.5 million tonnes represented approximately 15% of global methanol demand. Our leadership position has enabled us to play an important role in the industry, which includes publishing Methanex reference prices that are used in each major market as the basis of pricing for most of our customer contracts.

The geographically diverse locations of our production sites allow us to deliver methanol cost-effectively to customers in all major global markets, while investments in global distribution and supply infrastructure, which include a dedicated fleet of ocean-going vessels and terminal capacity within all major international markets, enable us to enhance value to customers by providing reliable and secure supply.

A key component of our global leadership strategy is to strengthen our asset position. Our Geismar project is expected to enable us to reach 8 million tonnes of operating capacity late in the first quarter of 2016. Our Chile operations are currently operating at less than full capacity and provide further potential upside to our operating capacity.

Another key component of our global leadership strategy is our ability to supplement methanol production with methanol purchased from third parties to give us flexibility in our supply chain and continue to meet customer commitments. We purchase methanol through a combination of methanol offtake contracts and spot purchases. We manage the cost of purchased methanol by taking advantage of our global supply chain infrastructure, which allows us to purchase methanol in the most cost-effective region while still maintaining overall security of supply.

 

- 7 -

---

The Asia Pacific region continues to lead global methanol demand growth and we have invested in and developed our presence in this important region. We have storage capacity in China, South Korea and Japan that allows us to cost-effectively manage supply to customers and we have offices in Hong Kong, Shanghai, Beijing, Seoul and Tokyo to enhance customer service and industry positioning in the region. This enables us to participate in and improve our knowledge of the rapidly evolving and high growth methanol markets in China and other Asian countries. Our expanding presence in Asia has also helped us identify several opportunities to support the development of applications for methanol in the energy-related sector.

Low Cost

A low cost structure is an important competitive advantage in a commodity industry and is a key element of our strategy. Our approach to major business decisions is guided by a drive to improve our cost structure, expand margins and create value for shareholders. The most significant components of total costs are natural gas for feedstock and distribution costs associated with delivering methanol to customers.

Our Geismar 1 facility and our production facilities in New Zealand, Trinidad and Egypt are well located to supply global methanol markets and are underpinned by natural gas purchase agreements where the natural gas price varies with methanol prices. This pricing relationship enables these facilities to be competitive throughout the methanol price cycle. Our Titan gas contract expired in 2014, and we recently signed a term sheet to extend that contract for an additional five years.

We have a 0.6 million tonne facility located in Medicine Hat, Alberta, and we recently locked in 80% of our gas requirements for that facility to the end of 2016. We continue to pursue opportunities to further solidify our gas costs for our Medicine Hat facility.

The cost to distribute methanol from production locations to customers is also a significant component of total operating costs. These include costs for ocean shipping, in-market storage facilities and in-market distribution. We are focused on identifying initiatives to reduce these costs, including optimizing the use of our shipping fleet and taking advantage of prevailing conditions in the shipping market by varying the type and length of term of ocean vessel contracts. We are continuously investigating opportunities to further improve the efficiency and cost-effectiveness of distributing methanol from our production facilities to customers. We also look for opportunities to leverage our global asset position by entering into product exchanges with other methanol producers to reduce distribution costs.

Operational Excellence

We maintain a focus on operational excellence in all aspects of our business. This includes excellence in manufacturing and supply chain processes, marketing and sales, human resources, corporate governance practices and financial management.

To differentiate ourselves from competitors, we strive to be the best operator in all aspects of our business and to be the preferred supplier to customers. We believe that reliability of supply is critical to the success of our customers’ businesses and our goal is to deliver methanol reliably and cost-effectively. We have a commitment to Responsible Care (a risk-minimization approach developed by the Chemistry Industry Association of Canada) and we use it as the umbrella under which we manage issues related to health, safety, the environment, community involvement, social responsibility, sustainability, security and emergency preparedness at each of our facilities and locations. We believe a commitment to Responsible Care helps us reduce the likelihood of unplanned events and achieve an excellent overall environmental and safety record.

Product stewardship is a vital component of a Responsible Care culture and guides our actions through the complete life cycle of our product. We aim for the highest safety standards to minimize risk to employees, customers and suppliers as well as to the environment and the communities in which we do business. We promote the proper use and safe handling of methanol at all times through a variety of internal and external health, safety and environmental initiatives, and we work with industry colleagues to improve safety standards. We readily share technical and safety expertise with key stakeholders, including customers, end-users, suppliers, logistics providers and industry associations in the methanol and methanol applications marketplace through active participation in local and international industry associations, seminars and conferences, and online education initiatives.

As a natural extension of the Responsible Care ethic, we have a Social Responsibility Policy that aligns corporate governance, employee engagement and development, community involvement and social investment strategies with our core values and corporate strategy.

Our strategy of operational excellence also includes the financial management of the Company. We operate in a highly competitive commodity industry. Accordingly, we believe it is important to maintain financial flexibility and we have adopted a prudent approach to financial management. We have an undrawn $400 million credit facility provided by highly rated financial institutions that expires in late-2019. At December 31, 2014, we had a strong balance sheet with a cash balance of over $900 million. We believe we are well-positioned to meet our financial commitments, continue investing to grow the Company and return excess cash to shareholders.

 

- 8 -

---

METHANOL INDUSTRY INFORMATION

General

In 2014, approximately 60% of all methanol was used to produce a variety of traditional chemical derivatives, including formaldehyde and acetic acid, the demand for which is influenced by levels of global economic activity. These derivatives are used to manufacture a wide range of end products, including plywood, particleboard, foams, resins and plastics. The remainder of methanol demand comes from energy-related applications, whether used directly for blending into gasoline or as a cooking fuel, or indirectly as a feedstock in the production of DME, biodiesel, MTBE, MTO, or methanol-to-gasoline (“MTG”). MTO has emerged as another rapidly growing energy-related application for methanol, and MTG is a nascent and growing industry in China. The rate of demand for methanol into energy-related applications will depend on a number of factors including pricing for their various final products, which in turn depends on the level of global energy prices.

The methanol market is global and, over the last several years, has become more complex and subject to increasingly diverse influences due to the expanding number of uses for methanol and its derivatives around the world.

Refer to the Risk Factors and Risk Management section of our 2014 MD&A for more information regarding risks related to methanol demand.

Demand Factors

Reflecting the diversity of its uses, methanol demand is influenced by a wide range of economic, industrial, environmental, legal, regulatory and other factors, including energy prices due to the growing use of methanol in energy-related applications.

We estimate that total global demand for methanol in 2014, excluding methanol produced in integrated MTO facilities, increased by about 4% versus 2013, to approximately 58 million tonnes. This increase was driven primarily by growth in Asia Pacific related to merchant MTO facilities and other energy-related applications.

Energy-related demand growth accounted for nearly 70% of the annual 2014 growth and grew by 7% year-over-year, including the three new merchant MTO facilities that started in 2014, while traditional chemical derivatives accounted for the remainder of the annual 2014 growth and grew by approximately 2% year-over-year.

Traditional Chemical Derivative Demand

Historically, demand growth for methanol in chemical derivatives has been closely correlated to economic and industrial production growth rates. The use of methanol derivatives such as formaldehyde and acetic acid in the building industry means that building and construction cycles and the level of wood products production, housing starts, refurbishments and consumer spending are important factors in determining demand for such derivatives. Demand is also affected by automobile production, durable goods production, industrial investment and environmental and health trends, as well as new product development. Historically, chemical derivative demand for methanol has been relatively insensitive to changes in methanol prices. We believe this demand inelasticity is due to the fact that there are limited, if any, cost-effective substitutes for methanol-based chemical derivative products and because methanol costs in most cases account for only a small portion of the value of many of the end products.

Formaldehyde Demand

In 2014, methanol demand for the production of formaldehyde represented approximately 30% of global methanol demand. The largest use for formaldehyde is as a component of urea-formaldehyde and phenol-formaldehyde resins, which are used as wood adhesives for plywood, particleboard, oriented strand board, medium-density fibreboard and other reconstituted or engineered wood products. There is also demand for formaldehyde as a raw material for engineering plastics and in the manufacture of a variety of other products, including elastomers, paints, building products, foams, polyurethane and automotive products.

Acetic Acid Demand

In 2014, methanol used to produce acetic acid represented approximately 11% of global methanol demand. Acetic acid is a chemical intermediate used principally in the production of vinyl acetate monomer, acetic anhydride, purified terephthalic acid and acetate solvents, which are used in a wide variety of products, including adhesives, paper, paints, plastics, resins, solvents, pharmaceuticals and textiles.

 

- 9 -

---

Other Chemical Derivative Demand

The remaining chemical derivative demand for methanol is in the manufacture of methylamines, methyl methacrylate and a diverse range of other chemical products that are ultimately used to make products such as adhesives, coatings, plastics, film, textiles, paints, solvents, paint removers, polyester resins and fibres, explosives, herbicides, pesticides and poultry feed additives. Other end uses include silicone products, aerosol products, de-icing fluid, windshield washer fluid for automobiles and antifreeze for pipeline dehydration.

Energy Demand

There are several energy-related uses for methanol that have developed recently and many of these have experienced substantial growth in recent years. These include MTO, direct blending of methanol into gasoline (primarily in China), MTG, MTBE, DME, biodiesel and marine fuel applications. While methanol demand in energy-related applications is strongest in China, a number of countries around the world have projects in place or are considering adopting these applications on a wider scale. The future operating rates and methanol consumption from energy-related applications using methanol as a feedstock will depend on a number of factors, including pricing for their various final products, which in turn depends on the level of global energy prices.

In 2014, methanol demand for energy-related use continued to grow and represented approximately 40% of total global methanol demand. This demand was comprised of methanol for the production of MTBE, which represented about 12% of total 2014 demand, fuel applications (direct blending of methanol into gasoline, DME, MTG and biodiesel) which together accounted for approximately 22% of total 2014 demand, and merchant MTO, which represented 6% of global demand in 2014. Merchant MTO, fuel blending and MTBE were the fastest-growing end-use segments for methanol in 2014.

Methanol Demand for Fuel

Methanol is blended into gasoline for use as a transportation fuel because of its competitive pricing relative to gasoline as well as for its clean air benefits. Methanol-gasoline blending in China has grown rapidly over the last several years. Methanol can also be converted to gasoline. As of 2014 there were six MTG plants in China. Smaller quantities of methanol are also used directly as a cooking fuel. In 2014, we estimate that methanol demand for these fuel applications in China was approximately 7 million tonnes. Chinese demand for methanol blending into gasoline remained strong in 2014 due to the favourable economics of methanol compared to other gasoline components. In addition, automobile sales in China and thus gasoline demand have remained healthy. China’s federal and provincial governments have implemented a range of fuel-blending standards for methanol that promote the use of methanol as a fuel. Direct methanol blending into gasoline is being used in small quantities in the United Kingdom, the Netherlands and Iceland, and other countries, including Australia and Israel, are conducting fuel-blending trials.

Methanol-to-Olefins (MTO) Demand

Light olefins (ethylene and propylene) are the basic building blocks used to make many plastics that have wide application in packaging, textiles, plastic parts and containers, and automotive components. Olefins can be produced from various feedstocks, including naphtha, liquefied petroleum gas (“LPG”), ethane and methanol. In China, olefins have historically been produced using naphtha, an oil product. Over the past three years, methanol demand into olefins has emerged as a significant new energy-related derivative for methanol. The first merchant MTO plant in China started up in 2012, and by the end of 2014 there were seven plants operating in China, with the capacity to consume just under 7 million tonnes of methanol annually.

DME Demand

DME is a clean-burning fuel that can be stored and transported like LPG and is often described as “synthetic LPG”. DME, which is typically produced from methanol, can be blended up to approximately 20% with LPG and used for household cooking and heating. DME can also be used as a clean-burning substitute for diesel fuel in transportation. However, while the technology for using DME as a diesel fuel substitute is well advanced, it has not yet entered widespread commercialization. In 2011, the new “DME as city gas” national standard was implemented in China to support the country’s DME industry and is applicable to DME distributed as city gas for residential, commercial and industrial users. In 2014, global methanol demand for use in DME was estimated at approximately 3.6 million tonnes. In addition to DME production in China, DME is being produced and projects are under development in other countries including Japan, Taiwan, Turkey, Trinidad, the United States, India, Indonesia and parts of Europe.

 

- 10 -

---

MTBE Demand

MTBE is used primarily as an oxygenate blended in gasoline to contribute octane and reduce the amount of harmful exhaust emissions from motor vehicles. MTBE is an efficient and cost-competitive gasoline component and, as such, is increasingly used in developing countries targeting gasoline pool extension and clean air benefits at a cost lower than that of alternatives. Asia represents the majority of global MTBE demand, with China being a significant and growing market. China is now the world’s largest automotive market and the combination of its growing gasoline demand, as well as China’s desire to reduce exhaust emissions, is driving new MTBE capacity additions. In the U.S., MTBE production continues to increase for export markets (Latin America and Europe mainly) as idled assets are restarted to take advantage of competitive natural gas prices. We believe that global demand for MTBE will experience positive growth over the coming years.

Regulatory Developments Affecting Demand

There are various studies and legislative proposals currently under way in a number of countries with respect to the carcinogenicity classification of, and the reduction of permitted exposure levels for, methanol, formaldehyde and MTBE. Such studies and proposals could lead to regulatory or other actions that could materially reduce demand for methanol. Refer to the Risk Factors and Risk Management section of our 2014 MD&A for more information regarding risks to methanol demand related to regulatory developments.

Supply Factors

Methanol is predominantly produced from natural gas and is also produced from coal, particularly in China. In addition, the industry has historically operated significantly below stated capacity on a consistent basis, even in periods of high methanol prices, due primarily to shutdowns for planned and unplanned repairs and maintenance as well as shortages of feedstock and other production inputs.

Although newer world-scale methanol plants have generally been constructed in remote coastal locations with access to lower cost feedstock, this advantage is sometimes offset by higher distribution costs due to their distance to major demand markets. As regional natural gas prices fluctuate and shipping costs escalate, there may be a greater incentive to build new methanol capacity closer to customers in major markets. There is typically a span of four to six years to plan and construct a new world-scale methanol plant. Additional methanol supply may also become available with the restart of methanol plants whose production has been idled, by relocating methanol plants or by carrying out expansions or debottlenecking of existing plants to increase their production capacity.

Typical of most commodity chemicals, periods of high methanol prices encourage high-cost producers to operate at maximum rates and also encourage the construction of new plants and expansion projects, leading to the possibility of oversupply in the market. However, historically, many of the announced capacity additions have not been constructed for a variety of reasons. There are significant barriers to entry in this industry. The construction of world-scale methanol facilities requires significant capital over a long lead time, a location with access to significant natural gas or coal feedstock with appropriate pricing, and an ability to cost-effectively and reliably deliver methanol to customers.

There was a moderate level of new industry supply additions outside of China in 2014. A 0.7 million tonne plant in Azerbaijan began selling methanol in mid-2014, and we increased our annual operating capacity by 1.0 million tonnes with the completion of the Geismar 1 facility. We are targeting the start-up of Geismar 2 late in the first quarter of 2016. Beyond our own capacity additions, there is a modest level of new capacity expected to come on stream over the next few years outside of China.

In 2014, international trade sanctions against Iran which had restricted trade in Iranian-produced methanol in Europe and many Asian countries, excluding China and India, were lifted. The lift of these sanctions facilitated the sale of Iranian produced methanol to some previously restricted countries.

With respect to China, we estimate that approximately 6 million tonnes of net new capacity was added in 2014. This was higher than expected. Although the number of restarts in China was lower, we saw higher than expected number of new builds, consisting of small coke oven plants. To the end of 2016, we anticipate that approximately 6 million tonnes of net new capacity (not including integrated MTO production) will be added to meet growing domestic methanol demand in China. The Chinese methanol industry has historically operated at low rates due to various constraints including feedstock availability, weather restrictions (typically during winter) and technical/operational issues. Although coal feedstock prices moderated over 2014, technical, operational and logistics issues have continued to limit operating rates of coal-based facilities. The future operating rate of Chinese facilities will also depend, in large part, on the rate of demand growth in China, which in recent years has been driven by energy-related applications. Methanol consumption from energy-related applications will ultimately depend on a number of factors, including pricing for their various final products, and on the level of global energy prices.

 

- 11 -

---

Methanol Prices

The methanol business is a highly competitive commodity industry and prices are affected by supply and demand fundamentals. Methanol prices have historically been, and are expected to continue to be, characterized by cyclicality. New methanol plants are expected to be built and this will increase overall production capacity. Additional methanol supply can also become available in the future by restarting idle methanol plants or carrying out major expansions or debottlenecking of existing plants to increase their production capacity. Historically, higher-cost plants have been shut down or idled when methanol prices are low, but there can be no assurance that this practice will occur in the future. Demand for methanol largely depends upon levels of global industrial production, changes in general economic conditions, energy prices and development of new applications for methanol.

We publish regional non-discounted reference prices for each major methanol market and these posted prices are reviewed and revised monthly or quarterly based on industry fundamentals and market conditions. Most of our customer contracts use published Methanex reference prices as a basis for pricing, and we offer discounts to customers based on various factors.

 

We are not able to predict future methanol supply and demand balances, market conditions, global economic activity, methanol prices or energy prices, all of which are affected by numerous factors beyond our control. Since methanol is the only product we produce and market, a decline in the price of methanol would have an adverse effect on our results of operations and financial condition.

PRODUCTION

Production Process

The methanol manufacturing process used in our facilities typically involves heating natural gas, mixing it with steam and passing it over a nickel catalyst where the mixture is converted into carbon monoxide, carbon dioxide and hydrogen. This reformed gas (also known as synthesis gas or syngas) is then cooled, compressed and passed over a copper-zinc catalyst to produce crude methanol. Crude methanol consists of approximately 80% methanol and 20% water by weight. To produce chemical-grade methanol, crude methanol is distilled to remove water, higher alcohols and other impurities.

Operating Data and Other Information

We endeavour to operate our production facilities around the world in an optimal manner to lower our overall delivered cost of methanol. Scheduled shutdowns of plants typically occur every three or more years and are necessary to change catalysts or perform maintenance activities that cannot otherwise be completed with the plant operating (a process commonly known as a turnaround). These shutdowns typically take between three and five weeks. Catalysts generally need to be changed every three to six years depending on technology, although there is flexibility to extend catalyst life if conditions warrant. Careful planning and scheduling is required to ensure that maintenance and repairs can be carried out during turnarounds. In addition, both scheduled and unscheduled shutdowns may occur between turnarounds. We prepare a long-term turnaround schedule that is updated annually for all of our production facilities.

 

- 12 -

---

The following table sets forth the annual production capacity and actual production for our facilities that operated for the last two years (in the case of Atlas and Egypt, the table reflects our equity interest share):

 

		Year Built					Annual Production Capacity(1)					Annual Operating Capacity(2)					2014 Production					2013 Production
							(000 tonnes/year)					(000 tonnes/year)					(000 tonnes)					(000 tonnes)
New Zealand(3)
Motunui 1		1985							950					950					822					818
Motunui 2		1985							950					950					911					490
Waitara Valley		1983							530					530					463					111
Trinidad
Titan		2000							875					875					664					651
Atlas		2004							1,125					1,125					907					971
North America
Medicine Hat, Canada		1981							560					560					505					476
Geismar 1, USA(4)		2014							1,000					1,000					–					–
Geismar 2, USA(4)		–							–					–					–					–
Egypt(5)		2011							630					630					416					623
Chile
Chile I		1988							880					400					165					114
Chile III		1999							–					–					–					90
Chile IV		2005							840					–					–					–
Total									8,340					7,020					4,853					4,344

 

(1)

Annual production capacity includes only those facilities which are currently capable of operating, assuming access to natural gas feedstock. The annual production capacity of our production facilities may be higher than original nameplate capacity as, over time, these figures have been adjusted to reflect ongoing operating efficiencies at these facilities. Actual production for a facility in any given year may be higher or lower than annual production capacity due to a number of factors, including natural gas composition or the age of the facility’s catalyst. The Geismar 2 facility is currently under construction. Once construction on Geismar 2 is complete, annual production capacity will increase to 9.3 million tonnes.

 

(2)

We use the term operating capacity to exclude any portion of an asset that is underutilized due to a lack of natural gas feedstock over a prolonged period of time. Our current operating capacity is approximately 7.0 million tonnes, including 0.4 million tonnes related to our Chile operations. Once construction on Geismar 2 is complete, annual operating capacity will increase to 8.0 million tonnes.

 

(3)	Annual production capacity of New Zealand represents the two facilities at Motunui and the Waitara Valley facility.

 

(4)	We commenced methanol production from Geismar 1 in January 2015 and we are targeting to be producing methanol from Geismar 2 by late in the first quarter of 2016. Each facility has an annual production capacity of 1.0 million tonnes.

 

(5)	On December 9, 2013, we completed the sale of a 10% equity interest in the Egypt facility. Production figures prior to December 9, 2013 reflect a 60% interest.

Refer to the Production Summary section of our 2014 MD&A for more information.

MARKETING

We sell methanol on a worldwide basis to every major market through an extensive marketing and distribution system with marketing offices in North America (Vancouver and Dallas), Europe (Brussels), Asia Pacific (Hong Kong, Shanghai, Tokyo, Beijing and Seoul), Latin America (Santiago) and the Middle East (Dubai). Most of our customers are large global or regional petrochemical manufacturers or distributors. Refer to the Risk Factors and Risk Management section of our 2014 MD&A for more information regarding customer credit risk.

We believe our ability to sell methanol from a number of geographically dispersed production sites enhances our ability to serve major chemical and petrochemical producers as customers for whom reliability of supply and quality of service are important.

In addition to selling methanol that we produce at our own facilities, we also sell methanol that we purchase from other suppliers through methanol purchase agreements and on the spot market. This provides us with flexibility in our supply chain and allows us to continue to meet customer commitments.

DISTRIBUTION AND LOGISTICS

All of our methanol production facilities except Medicine Hat are located adjacent to deepwater ports. Methanol is pumped from our coastal plants by pipeline to these ports for shipping. We currently own or manage a fleet of 18 ocean-going vessels to ship this methanol. We lease or own in-region storage and terminal facilities in the United States, Canada, Europe, South America and Asia. We also use barge, rail and, to a lesser extent, truck transport in our delivery system.

 

- 13 -

---

To retain optimal flexibility in managing our shipping fleet, we have entered into short-term and long-term time charter agreements covering vessels with a range of capacities. We also ship methanol under contracts of affreightment and through spot arrangements. We use larger vessels as key elements in our supply chain to move product from our production facilities to storage facilities located in major ports and for direct delivery to some customers. We also use smaller vessels capable of entering into restricted ports to deliver directly to other customers.

The cost to distribute methanol to customers represents a significant component of our operating costs. These include costs for ocean shipping, storage and distribution. We are focused on identifying initiatives to reduce these costs and we seek to maximize the use of our shipping fleet to reduce costs. We take advantage of prevailing conditions in the shipping market by varying the type and length of term of ocean vessel charter contracts. We are continuously investigating opportunities to further improve the efficiency and cost-effectiveness of distributing methanol from our production facilities to customers. We also look for opportunities to leverage our global asset position by entering into product exchanges with other methanol producers to reduce distribution costs.

Our Atlas and Titan plants in Trinidad are ideally located to supply customers in all global markets. Our plant in New Zealand primarily supplies customers in the Asia Pacific region, but also supplies European, North American and South American markets when required. Our production site in Chile can supply all global regions due to its geographic location, but currently only supplies South America due to lower production levels. Our Egypt plant primarily services our European markets, but can also supply Asia. Our Medicine Hat and Geismar 1 plants serve our customer base in North America.

NATURAL GAS SUPPLY

General

Natural gas is the principal feedstock for producing methanol and it accounts for a significant portion of our operating costs. Accordingly, our results from operations depend in large part on the availability and security of supply and the price of natural gas. If, for any reason, we are unable to obtain sufficient natural gas for any of our plants on commercially acceptable terms or we experience interruptions in the supply of contracted natural gas, we could be forced to curtail production or close such plants, which could have an adverse effect on our results of operations and financial condition.

New Zealand

We have three plants in New Zealand with a total production capacity of up to 2.4 million tonnes per year, depending on natural gas composition. Two plants are located at Motunui and the third is located at nearby Waitara Valley. We have entered into several agreements with various suppliers to underpin our New Zealand operations with terms that range in length out to 2022. All agreements in New Zealand are take-or-pay agreements and include U.S. dollar base and variable price components where the variable price component is adjusted by a formula related to methanol prices above a certain level. Some of these contracts require the supplier to deliver a minimum amount of natural gas with additional volumes dependent on the success of ongoing appraisal and development activities at the related natural gas field.

We continue to pursue opportunities to contract additional natural gas supply to our plants in New Zealand.

Trinidad

Our equity interest in two methanol facilities in Trinidad (Titan and Atlas) represents approximately 2.0 million tonnes of annual production capacity. Natural gas for these facilities is supplied under take-or-pay contracts with The National Gas Company of Trinidad and Tobago Limited (“NGC”), which purchases the natural gas from upstream gas producers. Gas paid for, but not taken, in any year may be received in subsequent years subject to limitations. The contracts for Titan and Atlas have U.S. dollar base and variable price components where the variable component is determined with reference to methanol prices.

The term of the Titan gas contract expired in 2014 and we recently signed a term sheet to extend the gas contract for a further five years. Titan gas costs will increase as a result of the renewed terms. The Atlas contract expires in 2024.

Since 2011, large industrial consumers in Trinidad, including our Titan and Atlas facilities, have experienced periodic curtailments of natural gas supply due to a mismatch between upstream commitments to supply NGC and downstream demand from NGC’s customers. We are engaged with key stakeholders to find a solution to this issue, but in the meantime expect to continue to experience some gas curtailments to our Trinidad facilities.

 

- 14 -

---

United States

In January 2015, the Geismar 1 plant commenced first methanol production. We are in the process of completing construction on a second facility relocated from Chile to Geismar and we are targeting to be producing methanol late in the first quarter of 2016. We expect each plant will add an incremental one million tonnes to our annual operating capacity. In January 2013, we entered into a ten-year natural gas agreement for the supply of all of the first plant’s natural gas requirements. Contractual deliveries and obligations commence on the first date of commercial operations. Once the contract is in effect, the supplier is obligated to supply, and we are obliged to take or pay for, a specified annual quantity of natural gas. The price to be paid for the gas includes a U.S. dollar base price plus a variable price component that is determined with reference to methanol prices.

We are working towards securing long-term natural gas supply arrangements for the second Geismar plant. If, however, we are unable to secure such arrangements, we believe that the long-term natural gas dynamics in North America will support the long-term operations of this facility.

Egypt

We have a 25-year, take-or-pay natural gas supply agreement for the 1.26 million tonne per year methanol plant in Egypt in which we have a 50% equity interest. The plant began commercial production in March 2011. The price paid for gas includes a U.S. dollar base price plus a variable price component that is determined with reference to methanol prices. Under the contract, the gas supplier is obligated to supply, and we are obliged to take-or-pay for, a specified annual quantity of natural gas. Gas paid for, but not taken, in any year may be received in subsequent years subject to limitations. In addition, the natural gas supply agreement has a mechanism whereby we are partially compensated when gas delivery shortfalls in excess of a certain threshold occur.

The Egypt facility has experienced periodic natural gas supply constraints since mid-2012 (refer to the Egypt section on page 17 for more information).

Canada

We have a 0.6 million tonne per year plant in Medicine Hat, Alberta that returned to production in 2011. We have a program in place to purchase natural gas for this facility on AECO – the Alberta gas trading market – and we believe that the long-term natural gas dynamics in North America will support the long-term operation of this facility. By the end of 2014, we had contracted natural gas volumes on a fixed price basis to meet approximately 80% of our requirements for 2015 and 2016.

Chile

Since 2007, we have operated our methanol facilities in Chile significantly below site capacity primarily due to curtailments of natural gas supply from Argentina and, in recent years, reduced gas deliveries of Chilean gas from Empresa Nacional del Petróleo. In June 2007, our natural gas suppliers from Argentina curtailed all gas supplied pursuant to our long-term gas supply agreements to our plants in Chile. Under the existing circumstances, we do not expect to receive any further natural gas supplied pursuant to our long-term gas supply agreements from Argentina.

In March 2013, we started receiving Argentine natural gas pursuant to a tolling agreement whereby natural gas received is converted into methanol that is then delivered to Argentina. Approximately 60% of the Chile production during 2014 was produced using natural gas supplied from Argentina under this arrangement.

Our methanol facilities in Chile produced 0.2 million tonnes of methanol in 2014 compared with 0.2 million tonnes of methanol in 2013 and 0.3 million tonnes in 2012. While both Methanex and various of its natural gas suppliers have made significant investments in natural gas exploration and development in southern Chile and there have been new gas discoveries in the region, the potential for a significant increase in gas deliveries to our plants remains challenging. As we entered 2015, we were operating one of two plants at less than capacity.

We are continuing to work with gas suppliers in Chile and Argentina to secure sufficient natural gas to sustain our operations, and while the continued operation of the Chile plant through the 2015 southern hemisphere winter is possible, it is unlikely based on current projections of gas availability.

Refer to the Risk Factors and Risk Management – Security of Natural Gas Supply and Price—Chile section of our 2014 MD&A for more information.

 

- 15 -

---

FOREIGN OPERATIONS AND GOVERNMENT REGULATION

General

We have substantial operations and investments outside of North America, and as such we are affected by foreign political developments and federal, provincial, state and other local laws and regulations. We are subject to risks inherent in foreign operations, including loss of revenue, property and equipment as a result of expropriation; import or export restrictions; anti-dumping measures; nationalization, war, civil unrest, insurrection, acts of terrorism and other political risks; increases in duties, taxes and governmental royalties; renegotiation of contracts with governmental entities; as well as changes in laws or policies or other actions by governments that may adversely affect our operations.

We derive a substantial portion of our revenue from production and sales by subsidiaries outside of Canada, and the payment of dividends or the making of other cash payments or advances by these subsidiaries to us may be subject to restrictions or exchange controls on the transfer of funds in or out of the respective countries or result in the imposition of taxes on such payments or advances. We have organized our foreign operations in part based on certain assumptions about various tax laws (including capital gains and withholding taxes), foreign currency exchange and capital repatriation laws and other relevant laws of a variety of foreign jurisdictions. While we believe that such assumptions are reasonable, we cannot provide assurance that foreign taxation or other authorities will reach the same conclusion. Further, if such foreign jurisdictions were to change or modify such laws, we could suffer adverse tax and financial consequences.

The dominant currency in which we conduct business is the United States dollar, which is also our reporting currency. The most significant components of our costs are natural gas feedstock and ocean-shipping costs and substantially all of these costs are incurred in United States dollars. Some of our underlying operating costs, capital expenditures and purchases of methanol, however, are incurred in currencies other than the United States dollar, principally the Canadian dollar, the Chilean peso, the Trinidad and Tobago dollar, the New Zealand dollar, the euro, the Egyptian pound and the Chinese yuan. We are exposed to increases in the value of these currencies that could have the effect of increasing the United States dollar equivalent of cost of sales, operating expenses and capital expenditures. A portion of our revenue is earned in euros, Canadian dollars and Chinese yuan. We are exposed to declines in the value of these currencies compared to the United States dollar, which could have the effect of decreasing the United States dollar equivalent of our revenue.

Trade in methanol is subject to duty in a number of jurisdictions. Methanol sold in China from any of our producing regions is currently subject to duties ranging from 0% to 5.5%. In 2010, the Chinese Ministry of Commerce investigated allegations made by domestic Chinese producers related to the dumping into China of imported methanol. In December 2010, the Ministry recommended that duties of approximately 9% be imposed on methanol imports from New Zealand, Malaysia and Indonesia for five years starting from December 24, 2010. However, citing special circumstances, the Customs Tariff Commission of the State Council, which is China’s chief administrative authority, suspended enforcement of the recommended dumping duties with the effect that methanol will continue to be allowed to be imported from these three countries without the imposition of additional duties. If the suspension is lifted, we do not expect there to be a significant impact on industry supply/demand fundamentals and we would realign our supply chain.

Currently, the costs we incur in respect of duties are not significant. However, there can be no assurance that the duties that we are currently subject to will not increase, that the suspension of Chinese dumping duties will not be lifted, that duties will not be levied in other jurisdictions in the future or that we will be able to mitigate the impact of future duties, if levied.

Chile

Our wholly owned subsidiary, Methanex Chile S.A. (“Methanex Chile”), owns two methanol plants on our Chilean production site. Chilean foreign investment regulations provide certain benefits and guarantees to companies that enter into a foreign investment contract (“DL 600 Contract”) with Chile. Methanex Chile has entered into DL 600 Contracts, substantially identical in all matters material for Methanex Chile, for both plants. Under the DL 600 Contracts, Methanex Chile is authorized to remit from Chile, in United States dollars or any other freely convertible currency, all or part of its profits and, after one year, its equity. As well, under the DL 600 Contracts, Methanex Chile has elected to pay income tax at the general applicable rate, currently 35%. The DL 600 Contracts provide that they cannot be amended or terminated except by written agreement.

Please also refer to the Natural Gas Supply – Chile section starting on page 15 for a discussion of the imposition of a significant increase to the duty on exports of natural gas from Argentina to Chile.

 

- 16 -

---

Trinidad

Our Atlas plant was declared an approved enterprise under the Fiscal Incentives Act of Trinidad and was granted, for a ten-year period beginning in July 2004, total relief from corporate income tax for the first two years of operation, a rate of 15% for the following five years and a rate of 20% for the following three years. During this ten-year period, our 63.1% owned joint venture Atlas Methanol Company Unlimited also had total relief from income tax on dividends or other distributions out of profits or gains derived from the manufacture of methanol (other than interest) and was granted import duty concessions on building materials, machinery and equipment imported into Trinidad and used in connection with the facility. As of January 1, 2015, the applicable corporate income tax rate is 35%.

Egypt

Over the past few years, Egypt’s government has been in a transition, which has resulted in ongoing civil unrest, including acts of sabotage, political uncertainty and an adverse impact on the country’s economy. We believe that these factors are contributing to constraints in the development of new supplies of natural gas coming to market, the delivery of natural gas and an increase in the use of domestically-produced natural gas instead of more expensive imported energy for the purpose of generating domestic electricity, particularly during the summer months when electricity demand is at its peak. These factors have led to periodic natural gas supply restrictions to the Methanex Egypt facility which became more significant in 2014 and into early 2015. This situation may persist in the future.

RESPONSIBLE CARE

As a member of the Chemistry Industry Association of Canada (“CIAC”), the American Chemistry Council (“ACC”), Asociacion Gremial de Industriales Quimicos de Chile, Responsible Care New Zealand, European Chemical Industry Council, Association of International Chemical Manufacturers (China), Japan Chemical Industry Association and Gulf Petrochemicals and Chemicals Association, we are committed to the ethics and principles of Responsible Care.

Responsible Care is the umbrella under which we manage our business in relation to health, safety, the environment, community involvement, social responsibility, sustainability, security and emergency preparedness at each of our facilities and locations.

Accordingly, we have established policies, systems and procedures to promote and encourage the responsible development, introduction, manufacture, transportation, storage, handling, distribution and use of methanol and ultimate disposal of hazardous waste and residual chemical products so as to do no harm to human health and well-being, the environment and the communities in which we operate while striving to improve the environment and people’s lives.

Methanex’s Responsible Care/Social Responsibility (“RC/SR”) policies and programs are based on CIAC’s RC Ethic and Principles for Sustainability and the CIAC RC Codes of Practice. Some of the countries where we operate have different standards than those applied in North America. Our policy is to adopt the more stringent of either Responsible Care practices or local regulatory or association requirements at each of our facilities.

Sound corporate governance is the foundation of our long-term success and the sustainability of our operations. Our corporate governance policies ensure that we have strong management and clear direction for all of Methanex’s business affairs. The application of Responsible Care begins with our Board of Directors, which has appointed a Responsible Care Committee and Public Policy Committee, and extends throughout our organization.

The Company’s Board of Directors and senior management team establish the direction for Methanex’s RC/SR practices. The Board’s Responsible Care Committee oversees RC program performance and related matters at the policy level, while the Public Policy Committee provides focus on the SR program. The two committees consider ethics, accountability, governance, business relationships, products and services, community involvement and the protection of people and the environment. The senior management team has overall responsibility for Methanex’s RC/SR policies and programs, ensuring that they align with the Board’s requirements and the Company’s business strategy. These programs are directed and managed by the Vice President, Responsible Care and the Vice President, Global Market Development & Stakeholder Relations, who lead Methanex’s Global Responsible Care Team and Global Market Development & Stakeholder Relations Team, respectively.

Methanex evaluates the performance of its RC/SR management system through internal and third-party external audit and assessment programs. The internal program includes ongoing in-region self-audits as well as global audits conducted by Methanex subject matter experts. Third-party verification of the performance of Methanex’s RC/SR program occurs every three years through the CIAC RC verification process or the ACC RC 14001 certification process. The most recent third-party verification was successfully completed in 2014. A first-time third-party verification took place at our Egypt facilities in February 2015.

 

- 17 -

---

Our overarching RC Policy sets out the Company’s commitment to RC and describes all key elements of the RC program. We also have an established Environment Policy that requires that our facilities have systems in place to monitor and comply with all local environmental regulations as well as internal standards, periodically audit environmental performance and compliance, measure environmental performance against key performance indicators, report incidents with the potential to cause environmental harm, and demonstrate continual improvement.

We have also adopted a number of risk assessment tools that are formally applied as part of our normal business processes to identify and mitigate current and future environmental and process safety-related risks. When incidents do occur, we have a formal incident investigation process that ensures effective mitigation as well as application of lessons learned throughout our organization.

As a natural extension of our RC ethic, we have a Social Responsibility Policy that aligns our corporate governance, employee engagement and development, community involvement and social investment strategies with our core values and corporate strategy. Specifically, our Social Responsibility Policy commits the Company to recognize and respond to community concerns about the manufacture, storage, handling, transportation and disposal of our products and promptly provide information concerning any potential health or environmental hazard to the appropriate authorities, employees and all stakeholders. Methanex’s Social Responsibility Policy further commits the Company to have an open, honest and proactive relationship with the communities where we have a significant presence; to be accountable and responsive to the public; to have effective processes to identify and respond to community concerns; and to inform the community of risks associated with our operations.

We believe that Responsible Care helps us achieve safe and reliable operations, which in turn results in strong financial performance, effective and innovative minimization of environmental impacts and improved quality of life.

ENVIRONMENTAL MATTERS

The countries in which we operate all have laws and regulations to which we are subject, governing the environment and the management of natural resources as well as the handling, storage, transportation and disposal of hazardous or waste materials. We are also subject to laws and regulations governing emissions and the import, export, use, discharge, storage, disposal and transportation of toxic substances. The products we use and produce are subject to regulation under various health, safety and environmental laws. Non-compliance with these laws and regulations may give rise to compliance orders, fines, injunctions, civil liability and criminal sanctions.

Laws and regulations protecting the environment have become more stringent in recent years and may, in certain circumstances, impose absolute liability rendering a person liable for environmental damage without regard to negligence or fault on the part of such person. Such laws and regulations may also expose us to liability for the conduct of, or conditions caused by, others, or for our own acts even if we complied with applicable laws at the time such acts were performed. To date, environmental laws and regulations have not had a significant adverse effect on our capital expenditures, earnings or competitive position. However, operating petrochemical manufacturing plants and distributing methanol exposes us to risks in connection with compliance with such laws and we cannot provide assurance that we will not incur significant costs or liabilities in the future.

Management of Emissions

We believe that minimizing emissions and waste from our business activities is good business practice. Carbon dioxide (“CO₂”) is a by-product of the methanol production process. The amount of CO₂ generated by the methanol production process depends on the production technology (and hence often the plant age) and the feedstock. We continually strive to increase the energy efficiency of our plants, which not only reduces the use of energy but also minimizes CO₂ emissions. Our CO₂ emissions intensity decreased by 26% between 1994 and 2014. Initially this was a result of some of our older plants being removed from active service. In subsequent years, newer plants were added and improved plant reliability and energy efficiency at our existing plants were the cause of this decrease. Plant efficiency, and thus CO₂ emissions, is highly dependent on the design of the methanol plant, so the CO₂ emission figure may vary from year to year depending on the asset mix that is operating. We also recognize that CO₂ is generated from our marine operations and, in that regard, we measure the consumption of fuel by our ocean vessels based on the volume of product transported. Between 2002 and 2014, we reduced our CO₂ emissions intensity (tonnes of CO₂ from fuel burned per tonne of product moved) from marine operations by nearly 32%. We also actively support global industry efforts to voluntarily reduce both energy consumption and CO₂ emissions.

We manufacture methanol in New Zealand, Trinidad, the U.S., Egypt, Canada and Chile. While each of these countries (except the U.S.) signed and ratified the Kyoto Protocol, Canada has since removed itself from that agreement. We are not currently required to reduce greenhouse gases (“GHGs”) in Trinidad, Egypt and Chile, but our production in New Zealand and Canada is subject to GHG regulations. Today, there is no GHG legislation that requires GHG reductions in the United States, however we are required to track and report the quantity of GHG emissions from our site in Geismar, Louisiana.

 

- 18 -

---

New Zealand passed legislation to establish an Emissions Trading Scheme (“ETS”) that came into force in 2010. The ETS imposes a carbon price on producers of fossil fuels, including natural gas, which is passed on to Methanex, increasing the cost of gas that Methanex purchases in New Zealand. However, as a trade-exposed company, Methanex is entitled to a free allocation of emissions units to partially offset those increased costs. The New Zealand government confirmed that the legislation will continue providing further moderation and the free emission allocation provisions will remain unchanged until at least 2015. Consequently, our ETS-related costs are not expected to be significant to the end of 2015. However, after this date, the moderating features may be removed and our eligibility for free allocation of emissions units may also be progressively reduced. As a consequence, we may incur increasing costs after 2015. It is impossible to accurately quantify the impact on our business of ETS-related costs after 2015 and therefore we cannot provide assurance that the ETS will not have an impact on our business beyond 2015.

Our Medicine Hat facility is located in the Canadian province of Alberta, which has an established GHG reduction regulation that applies to our plant. The regulation requires that facilities reduce emissions intensities by up to 12% of their established emissions intensity baseline. “Emissions intensity” means the quantity of specified GHGs released per unit of production. In order to meet the reduction obligation, a facility can choose to make emissions reduction improvements or it can purchase either offset credits or “technology fund” credits for CAD$15 per tonne of CO₂ equivalent. Financial obligations began in 2014 and, based on the GHG baseline intensity and 2013 emissions, the cost of purchasing offset credits was not material.

The Government of Canada is in the process of developing a sector-by-sector approach to reduce GHG emissions in the chemical sector in support of its commitment to reduce GHGs from 2005 levels by 17% by 2020. Final proposed regulations were provided in October 2014 as a discussion document. As the sole methanol producer in Canada, Methanex is engaged in a consultative process to ensure achievable performance standards are set and that these incorporate equivalency agreements to prevent the potential of paying for GHG emissions under both provincial and federal regimes. It is the intent of the Government of Canada to publish final regulations by the fall of 2015.

We have recently completed the process of relocating one of our idle methanol plants in Chile to Geismar, Louisiana and the process of relocating a second idled plant from Chile is targeted to be complete late in the first quarter of 2016. Today, there is no GHG legislation that impacts us in the U.S. We continue to monitor the development of potential GHG legislation in the U.S. and Louisiana to ensure compliance with any potential future requirements once the plants become operational. At this time, it is unknown what impact potential new GHG legislation or regulations could have on our operations in Geismar.

As part of our commitment to the ethic of Responsible Care, we believe it is important to promote renewable energy where it makes sense for our business. In this regard, in July 2013, we entered into a minority joint venture with Carbon Recycling International (“CRI”), which operate a renewable methanol plant in Iceland. This plant utilizes emissions-to-liquids (“ETL”) technology, converting renewable geothermal energy and capturing and recycling CO₂ emissions to produce renewable methanol. Methanex and CRI intend to collaborate on commercial projects based on CRI’s ETL technology by leveraging Methanex’s operational experience and global reach and CRI’s unique expertise in the production of ultra-low carbon renewable methanol.

Refer also to the Risk Factors and Risk Management section of our 2014 MD&A for more information regarding risks related to environmental regulations.

INSURANCE

The majority of our revenues are derived from the sale of methanol produced at our plants. Our business is subject to the normal hazards of methanol production operations that could result in damage to our plants. Under certain conditions, prolonged shutdowns of plants due to unforeseen equipment breakdowns, interruptions in the supply of natural gas or oxygen, power failures, loss of port facilities or any other event, including any event of force majeure, could adversely affect our revenues and operating income. We maintain operational and construction insurance, including business interruption insurance, subject to certain deductibles, that we consider to be adequate under the circumstances. However, there can be no assurance that we will not incur losses beyond the limits or outside the coverage of such insurance. From time to time, various types of insurance for companies in the chemical and petrochemical industries have not been available on commercially acceptable terms or, in some cases, have been unavailable. There can be no assurance that in the future we will be able to maintain existing coverage, or that premiums will not increase substantially.

 

- 19 -

---

COMPETITION

Methanex is the largest producer and supplier of methanol, with approximately 15% of the global market share in 2014 and a presence in all major markets in Asia, Europe, North America and South America. After Methanex, the largest suppliers of methanol are primarily state-owned companies for whom methanol is not a primary business segment, and who are not expanding their investment in the industry. As a result, Methanex has established itself as a clear leader within the industry and the only truly global methanol supplier. From a demand perspective, the methanol industry is highly competitive. Methanol is a global commodity and customers base their purchasing decisions primarily on the delivered price of methanol and reliability of supply. A supplier’s ability to withstand price competition and volatile market conditions will depend on a number of factors, with the most important being its position on the industry cost curve. This in turn depends on the relative cost and availability of natural gas or coal feedstock, and the efficiency of production facilities and distribution systems. Our methanol assets are competitively positioned on the mid to low range of the industry cost curve. Furthermore, the majority of our natural gas supply is underpinned by medium to long-term contracts that feature a fixed base price of gas and a variable component that is linked to the price of methanol. This contractual structure allows Methanex to reduce its cost structure in periods of low methanol pricing, mitigating its exposure to fluctuations in methanol price. Some of our competitors are not dependent on a single product for revenues, and some have greater financial resources. However, given our ability to service our customers globally, the reliability and cost-effectiveness of our distribution system and the enhanced service we provide customers, we believe we are well positioned to compete in each of the major international methanol markets.

EMPLOYEES

As of December 31, 2014, we had 1,231 employees (including the employees at the Egypt and Atlas facilities).

RISK FACTORS

The risks relating to our business are described under the heading Risk Factors and Risk Management in our 2014 MD&A, and are incorporated in this document by reference. Any of those risks, as well as risks and uncertainties currently not known to us, could adversely affect our business, financial condition, results of operations or the market price of our securities.

DIVIDENDS

Dividends are payable to the holders of common shares of the Company (“Common Shares”) if, as and when declared by our Board of Directors and in such amounts as the Board of Directors may, from time to time, determine. The Company’s current dividend policy is designed so that the Company maintains conservative financial management appropriate to the historically cyclical nature of the methanol industry to preserve financial flexibility and creditworthiness.

We pay a quarterly dividend on the Common Shares. The first quarterly dividend of $0.05 per share was paid on September 30, 2002 and the dividend amount has been increased every year since then with the exception of 2009 and 2010. The table below shows the amount and percentage increases to the dividend since its inception in 2002:

 

Date		Quarterly     Dividend Amount					% Increase
September 30, 2002			$	0.050					n/a
September 30, 2003			$	0.060					20%
September 30, 2004			$	0.080					33%
June 30, 2005			$	0.110					37.5%
June 30, 2006			$	0.125					14%
June 30, 2007			$	0.140					12%
June 30, 2008			$	0.155					11%
June 30, 2009			$	0.155					0%
June 30, 2010			$	0.155					0%
June 30, 2011			$	0.170					10%
June 30, 2012			$	0.185					9%
June 30, 2013			$	0.200					8%
June 30, 2014			$	0.250					25%

 

- 20 -

---

The following table sets out the total amount of regular dividends per share paid on the Common Shares in each of the last three most recently completed financial years:

 

Financial Year Ended		Regular Dividend     Paid per Share
December 31, 2012				$0.725
December 31, 2013				$0.785
December 31, 2014				$0.950

CAPITAL STRUCTURE

We are authorized to issue an unlimited number of Common Shares without nominal or par value and 25,000,000 preferred shares without nominal or par value.

Holders of Common Shares are entitled to receive notice of and attend all annual and special meetings of shareholders and to one vote in respect of each Common Share held; receive dividends if, as and when declared by our Board of Directors; and participate in any distribution of the assets of the Company in the event of liquidation, dissolution or winding up.

Preferred shares may be issued in one or more series and the directors may fix the designation, rights, restrictions, conditions and limitations attached to the shares of each such series. Currently, there are no preferred shares outstanding.

Our by-laws provide that at any meeting of our shareholders a quorum shall be two persons present in person, or represented by proxy, holding shares representing not less than 25% of the votes entitled to be cast at the meeting. NASDAQ Global Market’s listing standards require a quorum for shareholder meetings to be not less than 33-1/3% of a company’s outstanding voting shares. As a foreign private issuer and because our quorum requirements are consistent with practices in Canada, we are exempt from the quorum requirement under the NASDAQ Global Market rules.

RATINGS

The following information relating to the Company’s credit ratings is provided as it relates to the Company’s financing costs, liquidity and operations. Specifically, credit ratings affect the Company’s ability to obtain short-term and long-term financing and the cost of such financing. Additionally, the ability of the Company to engage in certain collateralized business activities on a cost-effective basis depends on its credit ratings. A reduction in the current rating on the Company’s debt by its rating agencies, or a negative change in the Company’s ratings outlook, could adversely affect the Company’s cost of financing and its access to sources of liquidity and capital. In addition, changes in credit ratings may affect the Company’s ability to, and the associated costs of (i) entering into ordinary course derivative or hedging transactions that may require the Company to post additional collateral under certain of its contracts, and (ii) entering into and maintaining ordinary course contracts with customers and suppliers on acceptable terms.

The following table sets forth the ratings assigned to the Company’s unsecured debt by Standard & Poor’s Financial Services LLC (“S&P”), Moody’s Investors Service, Inc. (“Moody’s”) and Fitch Ratings, Inc. (“Fitch”).

 

Security		S&P(1)		Moody’s(2)		Fitch(3)
Unsecured Notes		BBB-		Baa3		BBB-
		(stable outlook)		(stable outlook)		(stable outlook)

 

(1)

S&P credit ratings are on a long-term debt rating scale that ranges from AAA to D, which represents the range from highest to lowest quality of such securities rated. According to the S&P rating system, debt securities rated BBB exhibit adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitments on the securities. The ratings from AA to CCC may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the major rating categories.

 

(2)

Moody’s credit ratings are on a long-term debt rating scale that ranges from Aaa to C, which represents the range from highest to lowest quality of such securities rated. According to the Moody’s rating system, debt securities rated Baa are subject to moderate risk. They are considered as medium-grade obligations and, as such, may possess certain speculative characteristics. Moody’s applies numerical modifiers 1, 2 and 3 in each generic rating classification from Aa through Caa in its corporate bond rating system. The modifier 1 indicates that the issue ranks in the higher end of its generic rating category, the modifier 2 indicates a mid-range ranking and the modifier 3 indicates that the issue ranks in the lower end of its generic rating category.

 

(3)

Fitch credit ratings are on a long-term debt rating scale that ranges from AAA to D, which represents the range from highest to lowest quality of such securities rated. According to the Fitch rating system, debt securities rated BBB indicate that expectations of default risk are currently low. The capacity for payment of financial commitments is considered adequate but adverse business or economic conditions are more likely to impair this capacity. The ratings from AA to B may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the major rating categories.

 

- 21 -

---

 

The rating agencies regularly evaluate the Company, and their ratings of the Company’s long-term and short-term debt are based on a number of factors, including the Company’s financial strength and factors not entirely within the Company’s control, including conditions affecting the methanol industry generally and the wider state of the economy.

Credit ratings are intended to provide investors with an independent measure of the quality of an issue of securities. The foregoing ratings should not be construed as a recommendation to buy, sell or hold the securities, as such ratings do not comment as to market price or suitability for a particular investor. There is no assurance that any rating will remain in effect for any given period of time or that any rating will not be revised or withdrawn entirely by a rating agency in the future if, in its judgment, circumstances so warrant. If any such rating is so revised or withdrawn, we are under no obligation to update this Annual Information Form.

MARKET FOR SECURITIES

Our Common Shares are listed on the Toronto Stock Exchange in Canada (trading symbol: MX) and on the NASDAQ Global Market in the U.S. (trading symbol: MEOH). Effective July 19, 2013, Methanex shares are no longer listed for trading on the Santiago Stock Exchange. The following table sets out the market price ranges and trading volumes of our Common Shares on the Toronto Stock Exchange and the NASDAQ Global Market for each month of our most recently completed financial year (January 1, 2014 through December 31, 2014).

 

2014 Trading Volumes
The Toronto Stock Exchange Trading Symbol: MX																	NASDAQ Global Market Trading Symbol: MEOH
		High   (CDN$)					Low   (CDN$)					Volume							High   (US$)					Low   (US$)					Volume
January				70.13					60.51					7,345,148			January				62.80					54.65					5,570,633
February				78.09					64.61					6,424,823			February				70,47					58.29					4,768,099
March				81.24					67.21					6,007,205			March				73.43					60.95					5,740,553
April				75.72					66.00					6,474,538			April				68.95					59.90					6,493,545
May				68.70					61.72					6,682,799			May				62.88					56.93					5,821,237
June				69.10					62.03					6,058,626			June				64.32					56.82					5,791,685
July				73.25					65.33					7,140,895			July				67.49					61.42					5,513,269
August				74.86					66.94					4,391,222			August				68.37					61.17					4,499,383
September				77.82					72.56					4,856,369			September				70.87					66.17					3,659,667
October				75.14					59.27					8,538,155			October				67.17					52.37					9,979,928
November				68.00					57.42					5,165,907			November				60.55					50.46					5,100,437
December				58.83					48.97					8,590,981			December				51.76					42.42					8,208,933

NORMAL COURSE ISSUER BID

On April 29, 2014, the Company announced a normal course issuer bid (the “Bid”) authorizing the Company to purchase up to 4,826,197 of its Common Shares, representing 5% of the issued and outstanding Common Shares as at April 29, 2014. The Bid commenced on May 6, 2014, with purchases being made on the open market through the facilities of the NASDAQ Global Market. As of January 14, 2015, the Company had purchased the full allotment of 4,826,197 Common Shares under the Bid.

On January 28, 2015, the Company announced that it had amended the Bid to increase the maximum number of Common Shares to be acquired under the Bid to 8,577,716, representing 10% of its public float as at April 29, 2014. Purchases of additional Common Shares under the Bid were permitted to commence on February 4, 2015. The Bid terminates on the earlier of the date that 3,751,519 additional Common Shares have been purchased or May 5, 2015. The additional 3,751,519 Common Shares permitted to be acquired pursuant to the Bid must be acquired through the facilities of, and in accordance with, the rules of the TSX.

As at March 6, 2015, a total of 5,044,397 Common Shares have been purchased under the Bid. The Company will provide to any shareholder of the Company, without charge, a copy of the Company’s notice to the TSX of its intention to make a normal course issuer bid upon request to the Corporate Secretary of the Company.

 

- 22 -

---

DIRECTORS AND EXECUTIVE OFFICERS

As at December 31, 2014, the directors and executive officers of the Company owned, controlled or directed, directly or indirectly, 475,909 Common Shares, representing approximately 0.51% of the outstanding Common Shares as at December 31, 2014.

The following tables set forth the names and places of residence of the current directors and executive officers of the Company, the offices held by them in the Company, their current principal occupations, their principal occupations during the last five years and, in the case of the directors, the month and year in which they became directors:

 

Name and Municipality of Residence		Office		Principal Occupations and Positions During the Last Five Years		Director Since(10)
AITKEN, BRUCE(4)(5) Auckland New Zealand		Director		Corporate Director. President and Chief Executive Officer of the Company from May 2004 to December 31, 2012.		July 2004
BALLOCH, HOWARD(1)(4) Beijing China		Director		Corporate Director. Chairman of Canaccord Genuity Asia Limited(6) from January 2011 to March 2013; prior thereto President of The Balloch Group since July 2001.		December 2004
COOK, PHILLIP(4)(5) Austin, Texas USA		Director		Corporate Director.		May 2006
FLOREN, JOHN Eastham, Massachusetts USA		Director, President and Chief Executive Officer		President and Chief Executive Officer of the Company since January 1, 2013; prior thereto Senior Vice President, Global Marketing & Logistics of the Company since June 2005.		January 2013
HAMILTON, THOMAS Houston, Texas USA		Director and Chairman of the Board		Corporate Director. Co-owner of Medora Investments, LLC(7) since April 2003.		May 2007
KOSTELNIK, ROBERT(2)(5) Fulshear, Texas USA		Director		Corporate Director. Since February 2012, principal in GlenRock Recovery Partners, LLC(8). President and Chief Executive Officer of Cinatra Clean Technologies, Inc. from 2008 to May 2011.		September 2008
MAHAFFY, DOUGLAS(2)(3) Toronto, Ontario Canada		Director		Corporate Director. Chairman of McLean Budden Limited(9) from February 2008 until March 2010.		May 2006
POOLE, A. TERENCE(1)(4) Calgary, Alberta Canada		Director		Corporate Director.		February 1994 except for June – September 2003
REID, JOHN(1)(3) Vancouver, British Columbia Canada		Director		Corporate Director.		September 2003
RENNIE, JANICE(1)(3) Edmonton, Alberta Canada		Director		Corporate Director.		May 2006
SLOAN, MONICA(2)(5) Calgary, Alberta Canada		Director		Corporate Director.		September 2003

 

(1)	Member of the Audit, Finance and Risk Committee.

 

(2)	Member of the Corporate Governance Committee.

 

(3)	Member of the Human Resources Committee.

 

(4)	Member of the Public Policy Committee.

 

(5)	Member of the Responsible Care Committee.

 

(6)	Canaccord Genuity Asia Limited is an investment banking firm specializing in China and international firms active in the Chinese market.

 

(7)	Medora Investments, LLC is a private investment firm.

 

(8)	GlenRock Recovery Partners, LLC is a company that facilitates the sale of non-fungible hydrocarbons in the United States.

 

(9)	McLean Budden Limited (currently MFS McLean Budden) is an investment management firm that manages over $30 billion in assets for pension, foundation and private clients in Canada, the United States, Europe and Asia.

 

(10)	The Directors of the Company are elected each year at the Annual General Meeting of the Company and hold office until the close of the next Annual General Meeting or until their successors are elected or appointed.

 

- 23 -

---

Name and     Municipality of Residence		Office		Principal Occupations and     Positions During the Last Five Years
BACH, WENDY L. West Vancouver, British Columbia                          Canada		Senior Vice President, Corporate   Resources & General Counsel		Senior Vice President, Corporate Resources & General Counsel of the Company since January 2014; prior thereto Vice President, Human Resources of the Company since July 2012; prior thereto Director, Human Resources of the Company since June 2010; prior thereto Senior Counsel of the Company since October 2007.
CAMERON, IAN P. Vancouver, British Columbia Canada		Senior Vice President, Finance and Chief Financial Officer		Senior Vice President, Finance and Chief Financial Officer of the Company since January 2013; prior thereto Senior Vice President, Corporate Development and Chief Financial Officer of the Company since November 2010; prior thereto Senior Vice President, Finance and Chief Financial Officer of the Company since January 1, 2003.
HERZ, MICHAEL J. North Vancouver, British Columbia Canada		Senior Vice President, Corporate Development		Senior Vice President, Corporate Development of the Company since January 2013; prior thereto Vice President, Marketing and Logistics, Asia Pacific of the Company since August 2008.
JAMES, VANESSA L. New Plymouth New Zealand		Senior Vice President, Global Marketing and Logistics		Senior Vice President, Global Marketing and Logistics of the Company since January 2013; prior thereto Vice President, Marketing and Logistics, North America of the Company since August 2008.
WEAKE, HARVEY Auckland New Zealand		Senior Vice President, Manufacturing		Senior Vice President, Manufacturing of the Company since January 2014; prior thereto Senior Vice President, Asia Pacific of the Company since December 2005.

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

Since the start of our most recently completed financial year, and for the three most recently completed financial years, no director or executive officer of the Company, and no person or company that beneficially owns, controls or directs, directly or indirectly, more than 10% of the Company’s voting securities, or any associate or affiliate of such persons, has had any material interest in any transaction involving the Company.

EXPERTS

KPMG LLP are the auditors of the Company and have confirmed that they are independent with respect to the Company within the meaning of the relevant rules and related interpretations prescribed by the relevant professional bodies in Canada and any applicable legislation or regulation and that they are independent accountants with respect to the Company under all relevant U.S. professional and regulatory standards.

LEGAL PROCEEDINGS

The Board of Inland Revenue of Trinidad and Tobago has issued assessments against Atlas in respect of the 2005, 2006, 2007 and 2008 financial years. All subsequent tax years remain open to assessment. The assessments relate to the pricing arrangements of certain long-term fixed price sales contracts that extend to 2014 and 2019 related to methanol produced by Atlas. Atlas has partial relief from corporate income tax until 2014.

The Company has lodged objections to the assessments. Based on the merits of the cases and legal interpretation, although there can be no assurance, management believes its position should be sustained.

AUDIT COMMITTEE INFORMATION

The Audit Committee Charter

The Audit, Finance and Risk Committee (the “Audit Committee”) is appointed by the Board to assist the Board in fulfilling its oversight responsibility relating to: the integrity of the Company’s financial statements; the financial reporting process; the systems of internal accounting and financial controls; the professional qualifications and independence of the external auditors; the performance of the external auditors; risk management processes; financing plans; pension plans; and compliance by the Company with ethics policies and legal and regulatory requirements.

The Audit Committee’s mandate sets out its responsibilities and duties. A copy of the Committee’s mandate is attached here as Appendix “A”.

 

- 24 -

---

Composition of the Audit Committee

The Audit Committee is comprised of four directors: A. Terence Poole (Chair), Howard Balloch, John Reid and Janice Rennie. Each Audit Committee member is independent and financially literate. Mr. Poole is designated as the “audit committee financial expert”. The U.S. Securities and Exchange Commission has indicated that the designation of Mr. Poole as an audit committee financial expert does not make Mr. Poole an “expert” for any other purpose, impose any duties, obligations or liability on Mr. Poole that are greater than those imposed on members of the Audit Committee and Board who do not carry this designation or affect the duties, obligations or liability of any other member of the Audit Committee.

Relevant Education and Experience

The following is a brief summary of the education and experience of each member of the Audit Committee that is relevant to the performance of his or her responsibilities as a member of the Audit Committee, including any education or experience that has provided the member with an understanding of the accounting principles we use to prepare our annual and interim financial statements.

Mr. A. Terence Poole

Mr. Poole is a corporate director. Prior to his retirement in June 2006, he was Executive Vice President, Corporate Strategy and Development of NOVA Chemicals Corporation (“NOVA”), a commodity chemical company with international operations. Prior to that position, Mr. Poole was the Executive Vice President, Finance and Strategy of NOVA from 1998 to 2000; Senior Vice President and Chief Financial Officer of NOVA from 1994 to 1998; and held other senior financial positions with NOVA from 1988. He has worked at other large public companies in various financial and business management capacities since 1971.

Mr. Poole is a Chartered Accountant and holds a Bachelor of Commerce degree from Dalhousie University in Halifax, Nova Scotia. Mr. Poole is a member of the Canadian, Quebec and Ontario Institutes of Chartered Accountants and is also a member of Financial Executives International.

Mr. Poole serves on the board of Pengrowth Energy Corporation and chairs its Audit Committee.

Mr. Poole has served on the Committee since September 2003, as well as from February 1994 to June 2003. Mr. Poole has chaired the Committee since May 2006.

Mr. Howard Balloch

Mr. Balloch is a corporate director and private investor resident in Beijing, China. From 2002 to 2011, he was President of The Balloch Group (TBG), a Beijing-based investment advisory and merchant banking firm he founded following his retirement as Canadian Ambassador to China, a position he had held since early 1996. TBG was acquired by Canaccord Genuity in 2011 and Mr. Balloch served as the Chairman of their Asian operations until he stepped down in March 2013.

Through Mr. Balloch’s 12 years’ experience leading private investment banking firms, he has a deep understanding of finance and capital markets.

Mr. Balloch holds a Bachelor of Arts (Honours) in Political Science and Economics and a master’s degree in International Relations, both from McGill University, Montreal.

Mr. Balloch also serves on the boards of Ivanhoe Energy Inc. and Sinopec Canada Inc. and sits on both their Audit Committees. Additionally, he sits on the board of two private companies, Maple Leaf Educational Systems and BeiKai Capital.

Mr. Balloch has served on the Committee since January 2013.

Mr. John Reid

Mr. Reid is a corporate director. He held the position of President and Chief Executive Officer of Terasen Inc., an energy distribution and transportation company, from November 1997 to November 2005 and prior to that was Executive Vice President and Chief Financial Officer of Terasen. Prior to joining Terasen, Mr. Reid was the President and Chief Executive Officer of Scott Paper. He also held various other senior positions at Scott Paper, including Corporate Vice President, Finance and Controller.

Mr. Reid is a Chartered Accountant, holds an economics degree from Newcastle University and is a Fellow of the British Columbia, England and Wales Institutes of Chartered Accountants.

 

- 25 -

---

Mr. Reid also serves on the board of Finning International Inc. as the Lead Director, is a former member of its Audit Committee and in the past was designated as its “financial expert.” Mr. Reid also sits on the board of the private company Corix Infrastructure Inc.

Mr. Reid has served on the Committee since September 2003.

Ms. Janice Rennie

Ms. Rennie is a corporate director. From 2004 to 2005, Ms. Rennie was Senior Vice President, Human Resources and Organizational Effectiveness for EPCOR Utilities Inc. At that time, EPCOR built, owned and operated power plants, electrical transmission and distribution networks, water and wastewater treatment facilities and infrastructure in Canada and the United States. Prior to 2004, Ms. Rennie held senior management positions in a number of private firms, including Principal of Rennie & Associates, which provided investment and related advice to small and mid-sized companies.

Ms. Rennie holds a Bachelor of Commerce degree from the University of Alberta and is a Fellow of the Institute of Chartered Accountants of Alberta and the Institute of Corporate Directors.

Ms. Rennie serves on the boards of Teck Resources Limited, Major Drilling Group International Inc., WestJet Airlines Ltd. and West Fraser Timber Co. Ltd and is a member of all their Audit Committees, as well as Chair of the Audit Committee of West Fraser Timber Co. Ltd. In addition, Ms. Rennie serves on the board and chairs the Audit Committee of Greystone Capital Management Inc., a private company. Ms. Rennie was designated as the “financial expert” of NOVA Chemicals Corporation when she served on its Board in the past.

Ms. Rennie has served on the Committee since May 2006.

Pre-Approval Policies and Procedures

The Committee annually reviews and approves the terms and scope of the external auditors’ engagement. The Committee oversees the Audit and Non-Audit Pre-Approval Policy, which sets forth the procedures and the conditions by which permissible services proposed to be performed by KPMG LLP are pre-approved. The Committee has delegated to the Chair of the Committee pre-approval authority for any services not previously approved by the Committee. All such services approved by the Chair of the Committee are subsequently reviewed by the Committee.

All non-audit service engagements, regardless of the cost estimate, must be coordinated and approved by the Chief Financial Officer to further ensure that adherence to this policy is monitored.

Audit and Non-Audit Fees Billed by the Independent Auditors

KPMG LLP’s global fees relating to the years ended December 31, 2014 and December 31, 2013 are as follows:

 

US$000s		2014				2013
Audit Fees			1,594				1,653
Audit-Related Fees			58				125
Tax Fees			91				68
Total			1,743				1,846

Each fee category is described below.

Audit Fees

Audit fees for professional services rendered by the external auditors for the audit of the Company’s consolidated financial statements; statutory audits of the financial statements of the Company’s subsidiaries; quarterly reviews of the Company’s financial statements; consultations as to the accounting or disclosure treatment of transactions reflected in the financial statements; and services associated with registration statements, prospectuses, periodic reports and other documents filed with securities regulators.

Audit fees for professional services rendered by the external auditors for the audit of the Company’s consolidated financial statements were in respect of an “integrated audit” performed by KPMG LLP globally. The integrated audit encompasses an opinion on the fairness of presentation of the Company’s financial statements as well as an opinion on the effectiveness of the Company’s internal controls over financial reporting.

 

- 26 -

---

Audit-Related Fees

Audit-related fees for professional services rendered by the auditors for financial audits of employee benefit plans; procedures and audit or attest services not required by statute or regulation; and consultations related to the accounting or disclosure treatment of other transactions.

Tax Fees

Tax fees for professional services rendered for tax compliance and tax advice. These services consisted of: tax compliance, including the review of tax returns; assistance in completing routine tax schedules and calculations; and advisory services relating to domestic and international taxation.

TRANSFER AGENT AND REGISTRAR

Our principal transfer agent is CST Trust Company at its offices in Vancouver, British Columbia. Our co-transfer agent in the United States for our Common Shares is American Stock Transfer & Trust Company LLC at its offices in New Jersey.

CONTROLS AND PROCEDURES

Our disclosure controls and procedures are described under the heading Controls and Procedures in our 2014 MD&A and are incorporated in this AIF by reference.

CODE OF ETHICS

We have a written code of ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer. A copy of our code, entitled “Code of Business Conduct”, can be found on our website at www.methanex.com or upon request from the Corporate Secretary at the address below under the heading Additional Information.

ADDITIONAL INFORMATION

Additional information relating to the Company, including directors’ and officers’ remuneration and indebtedness, principal holders of the Company’s securities and securities authorized for issuance under equity compensation plans, is contained in our Information Circular dated March 6, 2015 relating to our Annual and Special General Meeting that will be held on April 30, 2015.

Additional financial information about the Company is provided in the Company’s financial statements for the year ended December 31, 2014 and in our 2014 MD&A.

Copies of the documents referred to above are available on the Canadian Securities Administrators’ SEDAR website at www.sedar.com and may also be obtained upon request from:

Methanex Corporation

Kevin Price

Vice President, Legal, Assistant General Counsel and Corporate Secretary

1800 Waterfront Centre

200 Burrard Street

Vancouver, British Columbia V6C 3M1

Telephone: 604 661 2600

Facsimile: 604 661 2602

Additional information relating to the Company may be found on the Canadian Securities Administrators’ SEDAR website at www.sedar.com, on the United States Securities and Exchange Commission’s EDGAR website at www.sec.gov and on our website at www.methanex.com.

 

- 27 -

---

APPENDIX “A”

METHANEX CORPORATION

AUDIT, FINANCE AND RISK COMMITTEE MANDATE

 

1.

Creation

A committee of the directors to be known as the “Audit, Finance and Risk Committee” (hereinafter referred to as the “Committee”) is hereby established.

 

2.	Purpose and Responsibility

The Committee is appointed by the Board to assist the Board in fulfilling its oversight responsibility relating to: the integrity of the Corporation’s financial statements; the financial reporting process; the systems of internal accounting and financial controls; the professional qualifications and independence of the external auditors; the performance of the external auditors; risk management processes; financing plans; pension plans; and compliance by the Corporation with ethics policies and legal and regulatory requirements.

The Committee’s role is one of oversight. It is the responsibility of the Corporation’s management to plan audits and to prepare consolidated financial statements in accordance with generally accepted accounting principles (“GAAP”), and it is the responsibility of the Corporation’s external auditor to audit these financial statements. Therefore, each member of the Committee, in exercising his or her business judgment, shall be entitled to rely on the integrity of those persons and organizations within and outside the Corporation from whom he or she receives information, and on the accuracy of the financial and other information provided to the Committee by such persons or organizations. The Committee does not provide any expert or other special assurances as to the Corporation’s financial statements or any expert or professional certification as to the work of the Corporation’s external auditor. In addition, all members of the Committee are equally responsible for discharging the responsibilities of the Committee and the designation of one member as an “audit committee financial expert” pursuant to the Applicable Rules (as defined below) is not a statement of intention by the Corporation to impose upon such designee duties, obligations or liability greater than those imposed on such a director in the absence of such designation.

 

3.	Committee Membership

 

 

- 28 -

---

 

4.

Meetings

 

 

- 29 -

---

 

5.	Duties and Responsibilities of the Committee

 

1)	Financial Statements and Disclosure

 

 

- 30 -

---

 

2)	Risk Management and Internal Control

 

 

- 31 -

---

 

3)	External Auditors

 

 

- 32 -

---

 

4)	Internal Audit

 

 

- 33 -

---

5)	Pension Plans

With respect to all corporate sponsored pension plans of the Corporation and its wholly-owned subsidiaries and any future additional or replacement plans that have estimated actuarial liabilities in excess of US$10 million (collectively the “Retirement Plans”):

 

 

- 34 -

---

With respect to all aspects of all defined contribution pension plans and defined benefit pension plans that have estimated actuarial liabilities of less than US$10 million of the wholly owned subsidiaries of the Corporation (“other Retirement Plans”):

 

 

6)	General Duties

 

 

- 35 -

---

 

- 36 -

Exhibit 99.2

 

Management’s Discussion and Analysis

Index

 

 

 

This Management’s Discussion and Analysis (“MD&A”) is dated March 9, 2015 and should be read in conjunction with our consolidated financial statements and the accompanying notes for the year ended December 31, 2014. Except where otherwise noted, the financial information presented in this MD&A is prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board. We use the United States dollar as our reporting currency and, except where otherwise noted, all currency amounts are stated in United States dollars.

At March 9, 2015, we had 91,679,012 common shares issued and outstanding and stock options exercisable for 1,878,689 additional common shares.

Additional information relating to Methanex, including our Annual Information Form, is available on our website at www.methanex.com, the Canadian Securities Administrators’ SEDAR website at www.sedar.com and on the United States Securities and Exchange Commission’s EDGAR website at www.sec.gov.

OVERVIEW OF THE BUSINESS

Methanol is a clear liquid commodity chemical that is predominantly produced from natural gas and is also produced from coal, particularly in China. Approximately 60% of all methanol demand is used to produce traditional chemical derivatives, including formaldehyde, acetic acid and a variety of other chemicals that form the basis of a large number of chemical derivatives for which demand is influenced by levels of global economic activity. The remaining 40% of methanol demand comes from a range of energy-related applications. These include direct blending of methanol into gasoline (primarily in China), and using methanol as a feedstock in the production of dimethyl ether (“DME”) biodiesel, and methanol-to-olefins (“MTO”). Methanol is also used to produce methyl tertiary-butyl ether (“MTBE”), a gasoline component.

We are the world’s largest producer and supplier of methanol to the major international markets in Asia Pacific, North America, Europe and South America. Our total annual production capacity, including Methanex interests in jointly owned plants, is currently 8.3 million tonnes and is located in New Zealand, Trinidad, the United States, Egypt, Canada, and Chile (refer to the Production Summary section on page 10 for more information). In 2014 we completed the relocation of a 1 million tonne plant from our site in Chile to Geismar, Louisiana (“Geismar 1”). We are in the process of completing construction on a second facility relocated from Chile to Geismar (“Geismar 2”), and this is expected to increase our annual operating capacity to 8 million tonnes by late in the first quarter of 2016. In addition to the methanol produced at our sites, we purchase methanol produced by others under methanol offtake contracts and on the spot market. This gives us flexibility in managing our supply chain while continuing to meet customer needs and support our marketing efforts. We have marketing rights for 100% of the production from the jointly-owned plants in Trinidad and Egypt, which provides us with an additional 1.3 million tonnes per year of methanol offtake supply when the plants are operating at full capacity.

2014 Industry Overview & Outlook

Methanol is a global commodity and our earnings are significantly affected by fluctuations in the price of methanol, which is directly impacted by changes in methanol supply and demand. Demand for methanol is driven primarily by levels of industrial production, energy prices and the strength of the global economy. Demand for methanol grew by 4% or 2 million tonnes in 2014, leading to total demand in the year of approximately 58 million tonnes, excluding demand from integrated MTO facilities. The increase in demand was driven by relatively strong growth in energy-related applications (notably MTO and fuel blending) and steady growth in traditional derivatives, particularly formaldehyde.

 

6    2014 Methanex Corporation Annual Report

---

MTO and methanol-to-propylene (“MTP”) demand grew in 2014. There were seven completed MTO and MTP plants in China at the end of 2014 which are dependent on merchant methanol supply and these have the capacity to consume just under 7 million tonnes of methanol annually. There are also a number of other plants at various stages of construction which are anticipated to be completed in the 2015-16 timeframe. Direct methanol blending into gasoline in China has remained strong and we believe that future growth in this application is supported by numerous provincial fuel-blending standards. Fuel blending continues to gain interest outside of China with several countries currently conducting demonstration programs to test the use of methanol-blended fuels. DME demand declined in 2014 as a number of producers came under pressure in the second half of the year amidst declining liquefied petroleum gas prices in China.

There was a modest level of new industry supply additions outside of China in 2014. A 0.7 million tonne plant in Azerbaijan began selling methanol in mid-2014 and we increased our annual operating capacity by 1.0 million tonnes with the completion of the Geismar 1 facility. New production from supply additions inside China was consumed in that country as China continued to be a significant net importer of methanol.

We commenced first methanol production from our new Geismar 1 plant in January 2015 and are targeting to be producing methanol from Geismar 2 late in the first quarter of 2016. Beyond our own capacity additions in Geismar, there is a modest level of new capacity expected to come on stream over the next few years outside of China. With respect to China, we estimate that approximately 6 million tonnes of net new capacity was added in 2014. This was higher than expected. Although the number of restarts in China was lower, we saw a higher than expected number of new builds, consisting of small coke oven plants. To the end of 2016, we anticipate that approximately 6 million tonnes of net new capacity (not including integrated MTO production) will be added to meet growing domestic methanol demand in China. We expect that production from new capacity in China will be consumed in that country and that higher-cost production capacity in China will need to operate in order to satisfy demand growth. As production from our Geismar project comes on line, we believe our leadership position in the industry will be strengthened and we will have significant upside potential to cash flows and earnings.

Over the past five to six years, methanol demand growth has been led by strong demand from energy-related applications, as relatively high oil prices generated an economic incentive to substitute lower cost methanol for petroleum products or as a feedstock in energy related products. A steep drop in oil and related product prices late in 2014 lowered the affordability for methanol into certain of these energy-related applications and this pushed global methanol pricing lower at the end of the year. Some higher cost methanol plants ceased to operate and we believe that any sustained period of methanol pricing below the marginal cash cost of production should result in further rationalization of higher cost methanol supply.

While the impact of lower energy prices has created some short-term methanol market uncertainty, we believe the industry fundamentals underpinning our strategy are intact. We remain focused on developing longer-term opportunities for methanol to meet the world’s increasing need for clean-burning energy products. Future methanol prices will ultimately depend on the strength of the global economy, industry operating rates, global energy prices, new supply additions and the strength of global demand. We believe that our financial position and financial flexibility, outstanding global supply network and competitive-cost position will provide a sound basis for Methanex to continue to be the leader in the methanol industry and to grow the Company.

OUR STRATEGY

Our primary objective is to create value by maintaining and enhancing our leadership in the global production, marketing and delivery of methanol to customers. To achieve this objective we have a simple, clearly defined strategy: global leadership, low cost and operational excellence. In September 2014 we launched a new brand differentiator: “The Power of Agility.^™” The Power of Agility^™ defines our culture of flexibility, responsiveness and creativity that allows us to capitalize on opportunities quickly as they arise, and swiftly respond to customer needs. This brand is a critical element of our strong global culture, and it inspires us to achieve our vision of global methanol leadership.

Global Leadership

Global leadership is a key element of our strategy. We are focused on maintaining and enhancing our position as the major producer and supplier in the global methanol industry, improving our ability to cost-effectively deliver methanol to customers and supporting both traditional and energy-related global methanol demand growth.

 

2014 Methanex Corporation Annual Report    7

---

We are the leading producer and supplier of methanol to the major international markets in Asia Pacific, North America, Europe and South America. Our 2014 sales volume of 8.5 million tonnes represented approximately 15% of global methanol demand. Our leadership position has enabled us to play an important role in the industry, which includes publishing Methanex reference prices that are used in each major market as the basis of pricing for most of our customer contracts.

The geographically diverse locations of our production sites allow us to deliver methanol cost-effectively to customers in all major global markets, while investments in global distribution and supply infrastructure, which include a dedicated fleet of ocean-going vessels and terminal capacity within all major international markets, enable us to enhance value to customers by providing reliable and secure supply.

A key component of our global leadership strategy is to strengthen our asset position. Our Geismar project is expected to enable us to reach 8 million tonnes of operating capacity late in the first quarter of 2016. Our Chile operations are currently operating at less than full capacity and provide further potential upside to our operating capacity.

Another key component of our global leadership strategy is our ability to supplement methanol production with methanol purchased from third parties to give us flexibility in our supply chain and continue to meet customer commitments. We purchase methanol through a combination of methanol offtake contracts and spot purchases. We manage the cost of purchased methanol by taking advantage of our global supply chain infrastructure, which allows us to purchase methanol in the most cost-effective region while still maintaining overall security of supply.

The Asia Pacific region continues to lead global methanol demand growth and we have invested in and developed our presence in this important region. We have storage capacity in China, South Korea and Japan that allows us to cost-effectively manage supply to customers and we have offices in Hong Kong, Shanghai, Beijing, Seoul and Tokyo to enhance customer service and industry positioning in the region. This enables us to participate in and improve our knowledge of the rapidly evolving and high growth methanol markets in China and other Asian countries. Our expanding presence in Asia has also helped us identify several opportunities to support the development of applications for methanol in the energy-related sector.

Low Cost

A low cost structure is an important competitive advantage in a commodity industry and is a key element of our strategy. Our approach to major business decisions is guided by a drive to improve our cost structure, expand margins and create value for shareholders. The most significant components of total costs are natural gas for feedstock and distribution costs associated with delivering methanol to customers.

Our Geismar 1 facility and our production facilities in New Zealand, Trinidad and Egypt are well located to supply global methanol markets and are underpinned by natural gas purchase agreements where the natural gas price varies with methanol prices. This pricing relationship enables these facilities to be competitive throughout the methanol price cycle. Our Titan gas contract expired in 2014, and we recently signed a term sheet to extend that contract for an additional five years.

We have a 0.6 million tonne facility located in Medicine Hat, Alberta, and we recently locked in 80% of our gas requirements for that facility to the end of 2016. We continue to pursue opportunities to further solidify our gas costs for our Medicine Hat facility.

The cost to distribute methanol from production locations to customers is also a significant component of total operating costs. These include costs for ocean shipping, in-market storage facilities and in-market distribution. We are focused on identifying initiatives to reduce these costs, including optimizing the use of our shipping fleet and taking advantage of prevailing conditions in the shipping market by varying the type and length of term of ocean vessel contracts. We are continuously investigating opportunities to further improve the efficiency and cost-effectiveness of distributing methanol from our production facilities to customers. We also look for opportunities to leverage our global asset position by entering into product exchanges with other methanol producers to reduce distribution costs.

Operational Excellence

We maintain a focus on operational excellence in all aspects of our business. This includes excellence in manufacturing and supply chain processes, marketing and sales, human resources, corporate governance practices and financial management.

 

8    2014 Methanex Corporation Annual Report

---

To differentiate ourselves from competitors, we strive to be the best operator in all aspects of our business and to be the preferred supplier to customers. We believe that reliability of supply is critical to the success of our customers’ businesses and our goal is to deliver methanol reliably and cost-effectively. We have a commitment to Responsible Care (a risk-minimization approach developed by the Chemistry Industry Association of Canada) and we use it as the umbrella under which we manage issues related to health, safety, the environment, community involvement, social responsibility, sustainability, security and emergency preparedness at each of our facilities and locations. We believe a commitment to Responsible Care helps us reduce the likelihood of unplanned events and achieve an excellent overall environmental and safety record.

Product stewardship is a vital component of a Responsible Care culture and guides our actions through the complete life cycle of our product. We aim for the highest safety standards to minimize risk to employees, customers and suppliers as well as to the environment and the communities in which we do business. We promote the proper use and safe handling of methanol at all times through a variety of internal and external health, safety and environmental initiatives, and we work with industry colleagues to improve safety standards. We readily share technical and safety expertise with key stakeholders, including customers, end-users, suppliers, logistics providers and industry associations in the methanol and methanol applications marketplace through active participation in local and international industry associations, seminars and conferences, and online education initiatives.

As a natural extension of the Responsible Care ethic, we have a Social Responsibility Policy that aligns corporate governance, employee engagement and development, community involvement and social investment strategies with our core values and corporate strategy.

Our strategy of operational excellence also includes the financial management of the Company. We operate in a highly competitive commodity industry. Accordingly, we believe it is important to maintain financial flexibility and we have adopted a prudent approach to financial management. We have an undrawn $400 million credit facility provided by highly rated financial institutions that expires in late-2019. At December 31, 2014, we had a strong balance sheet with a cash balance of over $900 million. We believe we are well-positioned to meet our financial commitments, continue investing to grow the Company and return excess cash to shareholders.

FINANCIAL HIGHLIGHTS

 

($ Millions, except as noted)		2014				2013
Production (thousands of tonnes) (attributable to Methanex shareholders)1			4,853				4,344
Sales volume (thousands of tonnes):
Methanex-produced methanol (attributable to Methanex shareholders)			4,878				4,304
Purchased methanol			2,685				2,715
Commission sales			941				972
Total sales volume1			8,504				7,991
Methanex average non-discounted posted price ($ per tonne)2			507				507
Average realized price ($ per tonne)3			437				441
Revenue			3,223				3,024
Adjusted EBITDA4			702				736
Cash flows from operating activities			801				586
Adjusted net income4			397				471
Net income (attributable to Methanex shareholders)			455				329
Adjusted net income per common share ($ per share)4			4.12				4.88
Basic net income per common share ($ per share)			4.79				3.46
Diluted net income per common share ($ per share)			4.55				3.41
Common share information (millions of shares):
Weighted average number of common shares			95				95
Diluted weighted average number of common shares			96				96
Number of common shares outstanding, end of period			92				96

 

1

Methanex-produced methanol includes volume produced by Chile using natural gas supplied from Argentina under a tolling arrangement. Commission sales represent volume marketed on a commission basis related to the 36.9% of the Atlas methanol facility and the portion of the Egypt methanol facility that we do not own.

 

2	Methanex average non-discounted posted price represents the average of our non-discounted posted prices in North America, Europe and Asia Pacific weighted by sales volume. Current and historical pricing information is available at www.methanex.com.

 

3

Average realized price is calculated as revenue, excluding commissions earned and the Egypt non-controlling interest share of revenue but including an amount representing our share of Atlas revenue, divided by the total sales volume of Methanex-produced (attributable to Methanex shareholders) and purchased methanol.

 

4

These items are non-GAAP measures that do not have any standardized meaning prescribed by GAAP and therefore are unlikely to be comparable to similar measures presented by other companies. Refer to the Supplemental Non-GAAP Measures section on page 34 for a description of each non-GAAP measure and reconciliations to the most comparable GAAP measures.

 

2014 Methanex Corporation Annual Report    9

---

PRODUCTION SUMMARY

The following table details the annual production capacity and actual production of our facilities in 2014 and 2013:

 

(Thousands of tonnes)		Annual production capacity1				Annual operating capacity2				2014				2013
New Zealand3			2,430				2,430				2,196				1,419
Atlas (Trinidad) (63.1% interest)			1,125				1,125				907				971
Titan (Trinidad)			875				875				664				651
Geismar 1 and 2, (Louisiana, USA)4			1,000				1,000				–				–
Egypt (50% interest)5			630				630				416				623
Medicine Hat (Canada)			560				560				505				476
Chile I and IV			1,720				400				165				204
			8,340				7,020				4,853				4,344

 

1

Annual production capacity includes only those facilities which are currently capable of operating, assuming access to natural gas feedstock. The annual production capacity of our production facilities may be higher than original nameplate capacity as, over time, these figures have been adjusted to reflect ongoing operating efficiencies at these facilities. Actual production for a facility in any given year may be higher or lower than annual production capacity due to a number of factors, including natural gas composition or the age of the facility’s catalyst. The Geismar 2 facility is currently under construction. Once construction on Geismar 2 is complete, annual production capacity will increase to 9.3 million tonnes.

 

2

We use the term operating capacity to exclude any portion of an asset that is underutilized due to a lack of natural gas feedstock over a prolonged period of time. Our current operating capacity is approximately 7.0 million tonnes, including 0.4 million tonnes related to our Chile operations. Once construction on Geismar 2 is complete, annual operating capacity will increase to 8.0 million tonnes.

 

3	Annual production capacity of New Zealand represents the two facilities at Motunui and the Waitara Valley facility (refer to the New Zealand section below).

 

4	We commenced methanol production from Geismar 1 in January 2015 and we are targeting to be producing methanol from Geismar 2 by late in the first quarter of 2016. Each facility has an annual production capacity of 1.0 million tonnes.

 

5	On December 9, 2013, we completed the sale of a 10% equity interest in the Egypt facility. Production figures prior to December 9, 2013 reflect a 60% interest.

New Zealand

In New Zealand, we produced 2.2 million tonnes of methanol in 2014 compared with 1.4 million tonnes in 2013. Since re-starting the Waitara Valley facility, completing debottlenecking projects at Motunui and completing a major refurbishment of the Motunui 2 facility in 2013, our New Zealand facilities are able to produce at annual production capacity of up to 2.4 million tonnes, depending on natural gas composition. Our New Zealand facilities are ideally situated to supply the growing Asia Pacific market.

We have entered into several natural gas purchase agreements with various suppliers to underpin the future operation of our New Zealand facilities. Each natural gas purchase agreement has base and variable components, where the gas price varies with methanol prices.

Trinidad

Our equity ownership of methanol facilities in Trinidad represents 2.0 million tonnes of cost-competitive annual capacity. The Titan and Atlas facilities in Trinidad are well located to supply global methanol markets and are underpinned by natural gas purchase agreements, where the natural gas price varies with methanol prices. The Atlas gas contract expires in 2024. The Titan contract expired in 2014 and we recently signed a term sheet to renew that contract for an additional five years. These facilities produced a total of 1.6 million tonnes (Methanex share) in each of 2013 and 2014. For both 2013 and 2014, we operated these facilities at below operating capacity due to unplanned outages and natural gas restrictions.

During 2013 and 2014, we continued to experience some natural gas curtailments to our Trinidad facilities due to a mismatch between upstream commitments to supply the National Gas Company of Trinidad and Tobago Limited (“NGC”) and downstream demand from NGC’s customers, which becomes apparent when an upstream supplier has a technical issue or planned maintenance that reduces gas delivery. We are engaged with key stakeholders to find a solution to this issue, but in the meantime expect to continue to experience some gas curtailments to the Trinidad site. Refer to the Risk Factors and Risk Management – Trinidad section on page 23 for more information.

United States

In January 2015, the Geismar 1 plant commenced first methanol production. We continue to make excellent progress on the construction of Geismar 2 and we are targeting to be producing methanol late in the first quarter of 2016. The Geismar 2 facility will add an incremental one million tonnes to our annual operating capacity.

We have entered into a natural gas purchase agreement for our Geismar 1 facility that has base and variable components, where the gas price varies with methanol prices.

 

10    2014 Methanex Corporation Annual Report

---

Egypt

We operate a 1.26 million tonne per year methanol facility in Egypt and have marketing rights for 100% of the production. On December 9, 2013, we completed the sale of a 10% equity interest in the Egypt methanol facility to Arab Petroleum Investments Corporation (APICORP) for $110 million. Production from this facility attributable to Methanex reflects a 50% equity interest after December 9, 2013.

The Egypt methanol facility is well located to supply European and Asia Pacific methanol markets and is underpinned by a natural gas purchase agreement where the gas price varies with methanol prices. The facility produced 0.8 million tonnes in 2014 on a 100% basis (Methanex share 0.4 million tonnes) compared with 1.0 million tonnes (Methanex share 0.6 million tonnes) in 2013. Production from the Egypt facility during 2014 was lower than capacity, primarily due to natural gas supply restrictions. Refer to the Risk Factors and Risk Management – Egypt section on page 24 for more information.

Canada

The Medicine Hat facility produced 0.5 million tonnes in each of 2013 and 2014. An unplanned outage early in the year along with continuing production constraints resulted in lost production in 2014. We purchase natural gas on the Alberta gas market, and by the end of 2014 we had contracted sufficient natural gas volume to meet approximately 80% of our requirements for 2015 and 2016.

Chile

During 2013 and 2014, we operated our Chile methanol facilities significantly below annual production capacity due to insufficient natural gas feedstock.

In 2007, our natural gas suppliers from Argentina curtailed all gas supplied to our plants in Chile pursuant to long-term gas supply agreements. Under the existing circumstances, we do not expect to receive any further natural gas supply from Argentina under those long-term gas supply agreements. However, during 2013 and 2014 we received some natural gas from Argentina pursuant to a tolling agreement whereby the Company converts the natural gas into methanol and then re-delivers the methanol to Argentina. Approximately 60% of the Chile production during 2014 was produced using natural gas supplied from Argentina under this arrangement, compared to 45% in 2013.

In recent years, investments have been made by us and others to accelerate the exploration and development of natural gas in southern Chile. However, the potential for a significant increase in gas production remains challenging. We are continuing to work with gas suppliers in Chile and Argentina to secure sufficient natural gas to sustain our operations and, while the continued operation of the Chile plant through the 2015 southern hemisphere winter is possible based on the current projections of gas availability, it is unlikely. Refer to the Risk Factors and Risk Management – Chile section on page 25 for more information.

HOW WE ANALYZE OUR BUSINESS

Our operations consist of a single operating segment – the production and sale of methanol. We review our financial results by analyzing changes in the components of Adjusted EBITDA (refer to the Supplemental Non-GAAP Measures section on page 34 for a description of Adjusted EBITDA and a reconciliation to the most comparable GAAP measure), mark-to-market impact of share-based compensation, depreciation and amortization, write-off of oil and gas rights, Geismar project relocation expenses and charges, Argentina gas settlement, asset impairment charges, finance costs, finance income and other expenses, and income taxes.

 

2014 Methanex Corporation Annual Report    11

---

In addition to the methanol that we produce at our facilities (“Methanex-produced methanol”), we also purchase and resell methanol produced by others (“purchased methanol”) and we sell methanol on a commission basis. We analyze the results of all methanol sales together, excluding commission sales volume. The key drivers of changes in Adjusted EBITDA are average realized price, cash costs and sales volume, which are defined and calculated as follows:

 

PRICE		The change in Adjusted EBITDA as a result of changes in average realized price is calculated as the difference from period to period in the selling price of methanol multiplied by the current period total methanol sales volume, excluding commission sales volume, plus the difference from period to period in commission revenue.
CASH COSTS		The change in Adjusted EBITDA as a result of changes in cash costs is calculated as the difference from period to period in cash costs per tonne multiplied by the current period total methanol sales volume excluding commission sales volume in the current period. The cash costs per tonne is the weighted average of the cash cost per tonne of Methanex-produced methanol and the cash cost per tonne of purchased methanol. The cash cost per tonne of Methanex-produced methanol includes absorbed fixed cash costs per tonne and variable cash costs per tonne. The cash cost per tonne of purchased methanol consists principally of the cost of methanol itself. In addition, the change in Adjusted EBITDA as a result of changes in cash costs includes the changes from period to period in unabsorbed fixed production costs, consolidated selling, general and administrative expenses and fixed storage and handling costs.
VOLUME		The change in Adjusted EBITDA as a result of changes in sales volume is calculated as the difference from period to period in total methanol sales volume, excluding commission sales volume, multiplied by the margin per tonne for the prior period. The margin per tonne for the prior period is the weighted average margin per tonne of Methanex-produced methanol and margin per tonne of purchased methanol. The margin per tonne for Methanex-produced methanol is calculated as the selling price per tonne of methanol less absorbed fixed cash costs per tonne and variable cash costs per tonne. The margin per tonne for purchased methanol is calculated as the selling price per tonne of methanol less the cost of purchased methanol per tonne.

We own 63.1% of the Atlas methanol facility and market the remaining 36.9% of its production through a commission offtake agreement. A contractual agreement between us and our partners establishes joint control over Atlas. As a result, we account for this investment using the equity method of accounting, which results in 63.1% of the net assets and net earnings of Atlas being presented separately in the consolidated statements of financial position and consolidated statements of income, respectively. For purposes of analyzing our business, Adjusted EBITDA, Adjusted net income and Adjusted net income per common share include an amount representing our 63.1% equity share in Atlas. Our analysis of depreciation and amortization, finance costs, finance income and other expenses and income taxes is consistent with the presentation of our consolidated statements of income and excludes amounts related to Atlas.

We own 50% of the 1.26 million tonne per year Egypt methanol facility and market the remaining 50% of its production through a commission offtake agreement. We account for this investment using consolidation accounting, which results in 100% of the revenues and expenses being included in our financial statements with the other investors’ interests in the methanol facility being presented as “non-controlling interests”. For purposes of analyzing our business, Adjusted EBITDA, Adjusted net income and Adjusted net income per common share exclude the amount associated with the other investors’ non-controlling interests.

FINANCIAL RESULTS

For the year ended December 31, 2014, we reported Adjusted EBITDA of $702 million and Adjusted net income of $397 million ($4.12 per share on a diluted basis), compared with Adjusted EBITDA of $736 million and Adjusted net income of $471 million ($4.88 per share on a diluted basis) for the year ended December 31, 2013.

We calculate Adjusted EBITDA and Adjusted net income by including amounts related to our equity share of the Atlas (63.1% interest) and Egypt (50% interest as of December 9, 2013) facilities and by excluding the mark-to-market impact of share-based compensation as a result of changes in our share price and the impact of certain items associated with specific identified events. Adjusted EBITDA is a non-GAAP measure with no standardized meaning prescribed under IFRS. Refer to the Supplemental Non-GAAP Measures section on page 34 for further discussion on how we calculate these measures.

 

 

12    2014 Methanex Corporation Annual Report

---

During 2014, we recorded a gain of $42 million ($27 million after-tax) after reaching a settlement with Total Austral S.A. (“Total”) in relation to Total’s natural gas delivery obligations pursuant to a long-term gas supply agreement in Chile. During 2013, we recorded a non-cash before-tax write-off of $25 million ($19 million after-tax) related to certain oil and gas exploration properties in New Zealand and Chile and a before-tax $34 million charge to earnings related to Geismar project relocation expenses ($22 million after-tax). Including these items and the mark-to-market impact of share-based compensation, we reported net income attributable to Methanex shareholders for the year ended December 31, 2014 of $455 million ($4.55 income per share on a diluted basis) compared with a net income attributable to Methanex shareholders for the year ended December 31, 2013 of $329 million ($3.41 income per share on a diluted basis).

A reconciliation from net income attributable to Methanex shareholders to Adjusted net income and the calculation of Adjusted diluted net income per common share is as follows:

 

($ Millions, except number of shares and per share amounts)		2014				2013
Net income attributable to Methanex shareholders		$	455			$	329
Mark-to-market impact of share-based compensation, net of tax			(31	)			101
Argentina gas settlement, net of tax			(27	)			–
Write-off of oil and gas rights, net of tax			–				19
Geismar project relocation expenses and charges, net of tax			–				22
Adjusted net income1		$	397			$	471
Diluted weighted average shares outstanding (millions)			96				96
Adjusted net income per common share1		$	4.12			$	4.88

 

1

These items are non-GAAP measures that do not have any standardized meaning prescribed by GAAP and therefore are unlikely to be comparable to similar measures presented by other companies. Refer to the Supplemental Non-GAAP Measures section on page 34 for a description of the non-GAAP measures and a reconciliation to the most comparable GAAP measures.

A summary of our consolidated statements of income for 2014 and 2013 is as follows:

 

($ Millions)		2014				2013
Consolidated statements of income:
Revenue		$	3,223			$	3,024
Cost of sales and operating expenses, excluding mark-to-market impact of share-based compensation			(2,464	)			(2,255	)
Adjusted EBITDA of associate (Atlas)1			41				56
			800				825
Comprised of:
Adjusted EBITDA (attributable to Methanex shareholders)2			702				736
Amounts attributable to non-controlling interests			98				89
			800				825
Mark-to-market impact of share-based compensation			38				(110	)
Depreciation and amortization			(143	)			(123	)
Argentina gas settlement			42				–
Geismar project relocation expenses and charges			–				(34	)
Write-off of oil & gas rights			–				(25	)
Earnings of associate, excluding amount included in Adjusted EBITDA			(32	)			(34	)
Finance costs			(37	)			(57	)
Finance income and other expenses			(7	)			5
Income tax expense			(155	)			(70	)
Net income		$	506			$	377
Net income attributable to Methanex shareholders		$	455			$	329

 

1

Earnings of associate has been divided into an amount included in Adjusted EBITDA and an amount excluded from Adjusted EBITDA. The amount excluded from Adjusted EBITDA represents depreciation and amortization, finance costs, finance income and other expenses and income tax expense relating to earnings of associate.

 

2

These items are non-GAAP measures that do not have any standardized meaning prescribed by GAAP and therefore are unlikely to be comparable to similar measures presented by other companies. Refer to the Supplemental Non-GAAP Measures section on page 34 for a description of the non-GAAP measures and a reconciliation to the most comparable GAAP measures.

 

2014 Methanex Corporation Annual Report    13

---

Revenue

There are many factors that impact our global and regional revenue levels. The methanol business is a global commodity industry affected by supply and demand fundamentals. Due to the diversity of the end products in which methanol is used, demand for methanol largely depends upon levels of industrial production, energy prices and changes in general economic conditions, which can vary across the major international methanol markets. Our total sales volume increased while our average realized price slightly decreased in 2014 resulting in revenue of $3.2 billion for 2014 compared to revenue of $3.0 billion in 2013.

 

Demand for methanol grew by 4% or 2 million tonnes in 2014, leading to total annual global methanol demand of approximately 58 million tonnes, excluding methanol demand from integrated methanol-to-olefins facilities. The increase in demand was driven by relatively strong growth in energy-related applications (notably MTO and fuel blending) and steady growth in traditional derivatives, particularly formaldehyde.

At the beginning of 2014, supply constraints primarily in Asia Pacific resulted in rising methanol prices which stabilized through the second quarter when several plants returned to operation. A steep drop in oil and related product prices in the second half of 2014 lowered the affordability for methanol into certain energy-related applications and this, along with sufficient industry supply, pushed global methanol pricing lower at the end of the year. Some higher cost capacity ceased to operate and we believe that any sustained period of methanol pricing below the marginal cash cost of production should result in further rationalization of higher cost supply. Our average realized price for 2014 was $437 per tonne compared with $441 per tonne in 2013.

The methanol industry is highly competitive and prices are affected by supply and demand fundamentals. We publish regional non-discounted reference prices for each major methanol market and these posted prices are reviewed and revised monthly or quarterly based on industry fundamentals and market conditions. Most of our customer contracts use published Methanex reference prices as a basis for pricing, and we offer discounts to customers based on various factors. Our average non-discounted published reference price for both 2014 and 2013 was $507 per tonne.

Distribution of Revenue

The geographic distribution of revenue by customer location for 2014 was similar to 2013. Details are as follows:

 

($ Millions, except where noted)		2014								2013
Canada		$	248				8	%		$	214				7	%
United States			459				14	%			474				16	%
Europe			1,001				31	%			925				31	%
China			320				10	%			378				12	%
South Korea			447				14	%			397				13	%
Other Asia			340				10	%			249				8	%
Latin America			408				13	%			387				13	%
		$	3,223				100	%		$	3,024				100	%

 

14    2014 Methanex Corporation Annual Report

---

Adjusted EBITDA (Attributable to Methanex Shareholders)

2014 Adjusted EBITDA was $702 million compared with 2013 Adjusted EBITDA of $736 million, a decrease of $34 million. The key drivers of changes in our Adjusted EBITDA are average realized price, sales volume and cash costs as described below (refer to the How We Analyze Our Business section on page 11 for more information).

 

($ Millions)		2014 vs. 2013
Average realized price		$	(45	)
Sales volume			69
Total cash costs			(58	)
Decrease in Adjusted EBITDA		$	(34	)

Average Realized Price

Our average realized price for the year ended December 31, 2014 was $437 per tonne compared with $441 per tonne for 2013, and this decreased Adjusted EBITDA by $45 million (refer to the Revenue section on page 14 for more information).

Sales Volume

Methanol sales volume, excluding commission sales volume, for the year ended December 31, 2014 was 544,000 tonnes higher than in 2013, and this increased Adjusted EBITDA by $69 million. Including commission sales volume from the Atlas and Egypt facilities, our total methanol sales volume was 8.5 million tonnes in 2014, 0.5 million tonnes higher than in 2013, primarily due to increased production volume from our New Zealand facilities.

Total Cash Costs

The primary drivers of changes in our total cash costs are changes in the cost of Methanex-produced methanol and changes in the cost of purchased methanol. All of our production facilities except Medicine Hat have natural gas purchase agreements with pricing terms that include base and variable price components. We supplement our production with methanol produced by others through methanol offtake contracts and purchases on the spot market to meet customer needs and support our marketing efforts within the major global markets.

We have adopted the first-in, first-out method of accounting for inventories and it generally takes between 30 and 60 days to sell the methanol we produce or purchase. Accordingly, the changes in Adjusted EBITDA as a result of changes in Methanex-produced and purchased methanol costs primarily depend on changes in methanol pricing and the timing of inventory flows.

The changes in our total cash costs for 2014 compared with 2013 were due to the following:

 

($ Millions)		2014 vs. 2013
Methanex-produced methanol costs		$	(63	)
Proportion of Methanex-produced methanol sales			48
Purchased methanol costs			(29	)
Other, net			(14	)
Increase in total cash costs		$	(58	)

Methanex-Produced Methanol Costs

Natural gas is the primary feedstock at our methanol facilities and is the most significant component of Methanex-produced methanol costs. We purchase natural gas for the New Zealand, Trinidad and Egypt methanol facilities under natural gas purchase agreements where the unique terms of each contract include a base price and a variable price component linked to the price of methanol to reduce our commodity price risk exposure. The variable price component of each gas contract is adjusted by a formula related to methanol prices above a certain level. We believe these pricing relationships enable each facility to be competitive throughout the methanol price cycle. Methanex-produced methanol costs were higher in 2014 compared with 2013 by $63 million, primarily due to the impact of higher realized methanol prices on our natural gas costs in the first half of the year, timing of inventory flows and changes in the mix of production sold from inventory. For additional information regarding our natural gas supply agreements refer to the Summary of Contractual Obligations and Commercial Commitments section on page 21.

 

2014 Methanex Corporation Annual Report    15

---

Proportion of Methanex-produced methanol sales

The cost of purchased methanol is directly linked to the selling price for methanol at the time of purchase and the cost of purchased methanol is generally higher than the cost of Methanex-produced methanol. Accordingly, an increase in the proportion of Methanex-produced methanol sales results in a decrease in our overall cost structure for a given period. Sales of Methanex-produced methanol made up a higher proportion of our total sales and this increased Adjusted EBITDA by $48 million for 2014 compared with 2013.

Purchased Methanol Costs

A key element of our corporate strategy is global leadership and, as such, we have built a leading market position in each of the major global markets where methanol is sold. We supplement our production with purchased methanol through methanol offtake contracts and on the spot market to meet customer needs and support our marketing efforts within the major global markets. In structuring purchase agreements, we look for opportunities that provide synergies with our existing supply chain that allow us to purchase methanol in the most cost effective region. The cost of purchased methanol consists principally of the cost of the methanol itself, which is directly related to the price of methanol at the time of purchase. As a result of changes in methanol prices in 2014 and the timing of inventory flows and purchases, the cost of purchased methanol per tonne increased and this decreased Adjusted EBITDA by $29 million compared with 2013.

Other, Net

Our investment in global distribution and supply infrastructure includes a dedicated fleet of ocean-going vessels. We utilize these vessels to enhance value to customers by providing reliable and secure supply and to optimize supply chain costs overall, including through third-party backhaul arrangements when available. Logistics costs can also vary from period to period depending on the levels of production from each of our production facilities and the resulting impact on our supply chain. For the year ended December 31, 2014 compared with 2013, ocean freight and other logistics costs were higher, decreasing Adjusted EBITDA by $9 million related to increased production volume.

The remaining change in other, net relates to an insurance settlement recorded in 2013 and costs related to our Geismar project. Certain costs incurred for the Geismar project are related to organizational build-up and are not eligible for capitalization under IFRS. These costs are charged directly to earnings as incurred and were higher in 2014 compared with 2013.

Mark-to-Market Impact of Share-Based Compensation

We grant share-based awards as an element of compensation. Share-based awards granted include stock options, share appreciation rights, tandem share appreciation rights, deferred share units, restricted share units and performance share units. For all the share-based awards, share-based compensation is recognized over the related vesting period for the proportion of the service that has been rendered at each reporting date. Share-based compensation includes an amount related to the grant-date value and a mark-to-market impact as a result of subsequent changes in the Company’s share price. The grant-date value amount is included in Adjusted EBITDA and Adjusted net income. The mark-to-market impact of share-based compensation as a result of changes in our share price is excluded from Adjusted EBITDA and Adjusted net income and analyzed separately.

 

($ Millions, except as noted)		2014				2013
Methanex Corporation share price1		$	45.83			$	59.24
Grant-date fair value expense included in Adjusted EBITDA and Adjusted net income			22				21
Mark-to-market impact due to change in share price			(38	)			110
Total share-based compensation expense (recovery), before tax		$	(16	)		$	131

 

1	U.S. dollar share price of Methanex Corporation as quoted on NASDAQ Global Market on the last trading day of the respective period.

For stock options, the cost is measured based on an estimate of the fair value at the date of grant using the Black-Scholes option pricing model, and this grant-date fair value is recognized as compensation expense over the related vesting period with no subsequent re-measurement in fair value. Accordingly, share-based compensation expense associated with stock options will not vary significantly from period to period.

Share appreciation rights (“SARs”) and tandem share appreciation rights (“TSARs”) are units that grant the holder the right to receive a cash payment upon exercise for the difference between the market price of the Company’s common shares and the exercise price,

 

16    2014 Methanex Corporation Annual Report

---

which is determined at the date of grant. The fair values of SARs and TSARs are re-measured each quarter using the Black-Scholes option pricing model, which considers the market value of the Company’s common shares on the last trading day of each quarter.

Deferred, restricted and performance share units are grants of notional common shares that are redeemable for cash based on the market value of the Company’s common shares and are non-dilutive to shareholders. Performance share units have an additional feature where the ultimate number of units that vest will be determined by the Company’s total shareholder return in relation to a predetermined target over the period to vesting. The number of units that will ultimately vest will be in the range of 50% to 120% of the original grant for grants prior to 2014 and in the range of 25% to 150% for subsequent grants. For deferred, restricted and performance share units, the value is initially measured at the grant date and subsequently re-measured based on the market value of the Company’s common shares on the last trading day of each quarter.

The price of the Company’s common shares as quoted on the NASDAQ Global Market decreased from $59.24 per share at December 31, 2013 to $45.83 per share at December 31, 2014. As a result of the decrease in the share price and the resulting impact on the fair value of the outstanding units, we recorded a $38 million mark-to-market recovery related to share-based compensation during 2014.

Depreciation and Amortization

Depreciation and amortization was $143 million for the year ended December 31, 2014 compared with $123 million for the same period in 2013. The increase in depreciation and amortization in 2014 compared with 2013 is primarily as a result of depreciation associated with capital projects to increase production completed late in 2013 in New Zealand.

Argentina Gas Settlement

In the second quarter of 2014, we entered into a settlement agreement with Total in relation to Total’s natural gas delivery obligations pursuant to a long-term supply agreement in Chile. Total paid the Company a lump sum payment of $42 million to terminate its obligations under the agreement.

Finance Costs

 

($ Millions)		2014				2013
Finance costs before capitalized interest		$	65			$	65
Less capitalized interest			(28	)			(8	)
Finance costs		$	37			$	57

Finance costs before capitalized interest primarily relate to interest expense on the unsecured notes and limited recourse debt facilities. Capitalized interest in 2014 and 2013 relate to interest costs capitalized for the Geismar project.

Finance Income and Other Expenses

Finance income and other expenses was a loss of $7 million for the year ended December 31, 2014 compared to a gain of $5 million for the same period in 2013. The change in finance income and other expenses in 2014 compared with 2013 is primarily related to the impact of changes in foreign exchange rates.

Income Taxes

A summary of our income taxes for 2014 compared with 2013 is as follows:

 

($ Millions, except where noted)		2014								2013
		Net income				Adjusted net income1				Net income				Adjusted net income1
Amount before income tax		$	662			$	520			$	447			$	562
Income tax expense			(156	)			(123	)			(70	)			(91	)
Amount after income tax		$	506			$	397			$	377			$	471
Effective tax rate			24	%			24	%			16	%			16	%

 

1

This item is a non-GAAP measure that does not have any standardized meaning prescribed by GAAP and therefore is unlikely to be comparable to similar measures presented by other companies. Refer to Supplemental Non-GAAP Measures on page 34 for a description of the non-GAAP measure and reconciliation to the most comparable GAAP measure.

 

2014 Methanex Corporation Annual Report    17

---

The effective tax rate related to Adjusted net income was 24% for the year ended December 31, 2014 compared with 16% for the year ended December 31, 2013. Adjusted net income represents the amount that is attributable to Methanex shareholders and excludes the mark-to-market impact of share-based compensation and the impact of certain items associated with specific identified events. The effective tax rate on both net income and Adjusted net income in 2013 was lower compared to 2014 due to the recognition of previously unrecognized tax assets in Canada and New Zealand in 2013.

We earn the majority of our pre-tax earnings in Trinidad, Egypt, Chile, Canada and New Zealand. In Trinidad and Chile, the statutory tax rate is 35%. The statutory rates in Canada and New Zealand are 26% and 28%, respectively. During the year, there was a temporary change to the Egypt statutory tax rate to 30% from 25% for the years 2014 to 2016. As the Atlas entity is accounted for using the equity method, any income taxes related to Atlas are included in earnings of associate and therefore not included in total income taxes.

In Chile, the tax rate consists of a first-tier tax that is payable when income is earned and a second-tier tax that is due when earnings are distributed from Chile. The second category tax is initially recorded as future income tax expense and is subsequently reclassified to current income tax expense when earnings are distributed. Accordingly, the ratio of Chile’s current income tax expense to total income tax expense is dependent on the level of cash distributed from Chile. During 2014, Chile passed a tax reform which modifies how companies and shareholders will pay taxes on income. Effective 2017, a dual tax system will apply whereby companies will have to elect to be taxed at either 35% payable on accrued taxable income or 44% split over two periods: 27% payable on accrued taxable income and a further 17% tax payable on repatriation of taxed profits out of Chile. The tax reform did not have a significant impact on our effective tax rate for 2014.

For additional information regarding income taxes, refer to note 15 of our 2014 consolidated financial statements.

LIQUIDITY AND CAPITAL RESOURCES

A summary of our consolidated statements of cash flows is as follows:

 

($ Millions)		2014				2013
Cash flows from operating activities:
Cash flows from operating activities before changes in non-cash working capital1		$	743			$	666
Changes in non-cash working capital			58				(80	)
			801				586
Cash flows from financing activities:
Payments for the repurchase of shares			(253	)			–
Dividend payments			(90	)			(75	)
Interest paid, including interest rate swap settlements			(53	)			(55	)
Net proceeds on issue of long-term debt			592				10
Repayment of long-term debt and limited recourse debt			(42	)			(40	)
Sale of partial interest in subsidiary			–				110
Loan to associate			(29	)			–
Other			(17	)			(4	)
Changes in non-cash working capital relating to financing activities			(9	)			–
			99				(54	)
Cash flows from investing activities:
Property, plant and equipment			(84	)			(269	)
Geismar plants under construction			(574	)			(309	)
Other assets			(2	)			(16	)
Changes in non-cash working capital relating to investing activities			(21	)			68
			(681	)			(526	)
Increase in cash and cash equivalents			219				6
Cash and cash equivalents, end of year		$	952			$	733

 

1

These items are non-GAAP measures that do not have any standardized meaning prescribed by GAAP and therefore are unlikely to be comparable to similar measures presented by other companies. Refer to the Supplemental Non-GAAP Measures section on page 34 for a description of the non-GAAP measures and a reconciliation to the most comparable GAAP measures.

 

18    2014 Methanex Corporation Annual Report

---

Cash Flow Highlights

Cash Flows from Operating Activities

Cash flows from operating activities for the year ended December 31, 2014 were $801 million compared with $586 million for 2013. The increase in cash flows from operating activities is primarily due to higher net income, after excluding depreciation and amortization, share-based compensation expense (recovery), oil and gas write-offs, finance costs and changes in non-cash working capital. The following table provides a summary of these items for 2014 and 2013:

 

($ Millions)		2014				2013
Net income		$	506			$	377
Deduct earnings of associate			(9	)			(23	)
Add dividends received from associate			25				–
Add (deduct) non-cash items:
Depreciation and amortization			143				123
Share-based compensation expense (recovery)			(16	)			131
Oil and gas write-off, net of tax			–				19
Finance costs			37				56
Other			57				(17	)
Cash flows from operating activities before changes in non-cash working capital			743				666
Changes in non-cash working capital:
Trade and other receivables			130				(117	)
Inventories			28				(70	)
Prepaid expenses			(3	)			5
Accounts payable and accrued liabilities, including long-term payables			(97	)			102
			58				(80	)
Cash flows from operating activities		$	801			$	586

For a discussion of the changes in net income, depreciation and amortization, share-based compensation expense (recovery), oil and gas write-offs and finance costs, refer to the analysis of our financial results on page 12.

Changes in non-cash working capital increased cash flows from operating activities by $58 million for the year ended December 31, 2014, compared with a decrease of $80 million for the year ended December 31, 2013. Trade and other receivables decreased in 2014 and this increased cash flows from operating activities by $130 million, primarily due to the impact on customer receivables from a lower average realized methanol price in the fourth quarter of 2014. Inventories decreased primarily due to the impact of a lower methanol price on Methanex-produced methanol costs and purchased product costs, and this increased cash flows from operating activities by $28 million. Accounts payable and accrued liabilities, including long-term payables, decreased cash flows from operating activities by $97 million, primarily due to the impact of lower methanol prices on natural gas supply payables and lower costs for purchased methanol.

Cash Flows from Financing Activities

During 2014, we increased our regular quarterly dividend by 25% to $0.25 per share, beginning with the dividend payable on June 30, 2014. Total dividend payments in 2014 were $90 million compared with $75 million in 2013 and total interest payments in 2014, including interest rate swap settlements, were $53 million compared with $55 million in 2013.

In 2014, we issued two separate tranches of unsecured notes for net proceeds of $592 million and repaid $42 million of unsecured notes and other limited recourse debt. Proceeds from the notes issued have been or will be used to repay limited recourse third party debt, to repay senior unsecured notes due in 2015, to fund capital expenditures and for working capital purposes.

Cash Flows from Investing Activities

During 2014, we incurred capital expenditures of $574 million related to our Geismar project. Other capital expenditures during 2014 of $84 million were primarily related to sustaining projects in New Zealand, Trinidad, Egypt and Medicine Hat.

 

2014 Methanex Corporation Annual Report    19

---

Liquidity and Capitalization

Our objectives in managing liquidity and capital are to provide financial capacity and flexibility to meet our strategic objectives, to provide an adequate return to shareholders commensurate with the level of risk and to return excess cash through a combination of dividends and share repurchases.

The following table provides information on our liquidity and capitalization position as at December 31, 2014 and December 31, 2013:

 

($ Millions, except where noted)		2014				2013
Liquidity:
Cash and cash equivalents		$	952			$	733
Undrawn credit facilities			400				400
Total liquidity			1,352				1,133
Capitalization:
Unsecured notes			1,333				741
Limited recourse debt facilities, including current portion			389				427
Total debt			1,722				1,168
Non-controlling interest			267				248
Shareholders’ equity			1,786				1,658
Total capitalization		$	3,775			$	3,074
Total debt to capitalization1			46	%			38	%
Net debt to capitalization2			27	%			19	%

 

1	Defined as total debt (including 100% of Egypt limited recourse debt facilities) divided by total capitalization.

 

2	Defined as total debt (including 100% of Egypt limited recourse debt facilities) less cash and cash equivalents divided by total capitalization less cash and cash equivalents.

We manage our liquidity and capital structure and make adjustments to it in light of changes to economic conditions, the underlying risks inherent in our operations and the capital requirements to maintain and grow our business. The strategies we have employed include the issue or repayment of general corporate debt, the issue of project debt, the issue of equity, the payment of dividends and the repurchase of shares.

We are not subject to any statutory capital requirements and have no commitments to sell or otherwise issue common shares except pursuant to outstanding employee stock options and tandem share appreciation rights.

We operate in a highly competitive commodity industry and believe that it is appropriate to maintain a conservative balance sheet and retain financial flexibility. At December 31, 2014, we had a strong balance sheet with a cash balance of $952 million, including $69 million relating to the non-controlling interest in Egypt, and a $400 million undrawn credit facility. We invest our cash only in highly rated instruments that have maturities of three months or less to ensure preservation of capital and appropriate liquidity.

We have covenant and default provisions under our long-term debt obligations and we also have certain covenants that could restrict access to the credit facility.

At December 31, 2014, management believes the Company was in compliance with all significant terms and default provisions related to its long-term debt obligations.

Our planned capital maintenance expenditure program directed towards maintenance, turnarounds and catalyst changes for existing operations is currently estimated to total approximately $110 million to the end of 2015. During 2014, capital expenditures related to the Geismar project were $574 million, excluding capitalized interest. The remaining capital expenditures related to the Geismar project are estimated to be $350 million, excluding capitalized interest.

We believe we are well positioned to meet our financial commitments, invest to grow the Company and continue to deliver on our commitment to return excess cash to shareholders.

 

20    2014 Methanex Corporation Annual Report

---

Summary of Contractual Obligations and Commercial Commitments

A summary of the estimated amount and estimated timing of cash flows related to our contractual obligations and commercial commitments as at December 31, 2014 is as follows:

 

($ Millions)		2015				2016-2017				2018-2019				After 2019						Total
Long-term debt repayments		$	194			$	103			$	453			$	996					$	1,746
Long-term debt interest obligations			70				125				124				530						849
Repayments of other long-term liabilities			56				87				6				51						200
Natural gas and other			394				720				469				1,300						2,883
Operating lease commitments			146				271				256				859						1,532
		$	860			$	1,306			$	1,308			$	3,736					$	7,210

Long-Term Debt Repayments and Interest Obligations

We have $150 million of unsecured notes that mature in 2015, $350 million of unsecured notes that mature in 2019, $250 million of unsecured notes that mature in 2022, $300 million of unsecured notes that mature in 2024 and $300 million of unsecured notes that mature in 2044. The remaining debt repayments represent the total expected principal repayments relating to the Egypt project debt and other limited recourse debt. Interest obligations related to variable interest rate long-term debt were estimated using current interest rates in effect at December 31, 2014. For additional information, refer to note 8 of our 2014 consolidated financial statements.

Repayments of Other Long-Term Liabilities

Repayments of other long-term liabilities represent contractual payment dates or, if the timing is not known, we have estimated the timing of repayment based on management’s expectations.

Natural Gas and Other

We have commitments under take-or-pay contracts to purchase natural gas and to pay for transportation capacity related to this natural gas. We also have take-or-pay contracts to purchase oxygen and other feedstock requirements in Trinidad. Take-or-pay means that we are obliged to pay for the supplies regardless of whether we take delivery. Such commitments are common in the methanol industry. These contracts generally provide a quantity that is subject to take-or-pay terms that is lower than the maximum quantity that we are entitled to purchase. The amounts disclosed in the table represent only the minimum take-or-pay quantity.

The natural gas supply contracts for our facilities in New Zealand, Trinidad, Egypt and the United States are take-or-pay contracts denominated in United States dollars and include base and variable price components to reduce our commodity price risk exposure. The variable price component of each natural gas contract is adjusted by a formula related to methanol prices above a certain level. We believe this pricing relationship enables these facilities to be competitive at all points in the methanol price cycle and provides gas suppliers with attractive returns. The amounts disclosed in the table for these contracts represent only the base price component.

We have a program in place to purchase natural gas on the Alberta gas market to support the Medicine Hat facility and we believe that the long-term natural gas dynamics in North America will support the long-term operation of this facility. In the above table, we have included natural gas commitments at the contractual volume and prices.

The above table does not include costs for planned capital maintenance or expansion expenditures or any obligations with original maturities of less than one year.

We have supply contracts that expire between 2017 and 2025 with Argentinean suppliers for natural gas sourced from Argentina for a significant portion of the capacity of our facilities in Chile. We have excluded these potential purchase obligations from the table above. Since June 2007, our natural gas suppliers from Argentina have curtailed all gas supply to our plants in Chile under these arrangements. Under the current circumstances, we do not expect to receive any further natural gas supply from Argentina under these arrangements.

We also have contracts with Empresa Nacional del Petróleo (“ENAP”) to supply natural gas to produce approximately 0.8 million tonnes of methanol at our facilities in Chile. Over the last few years, deliveries from ENAP have been declining and ENAP has delivered significantly less than the full amount of natural gas that it was obligated to deliver under these contracts. We have excluded the potential purchase obligations from the table above.

 

2014 Methanex Corporation Annual Report    21

---

We have marketing rights for 100% of the production from our jointly owned Atlas and Egypt plants which results in purchase commitments of an additional 1.3 million tonnes per year of methanol offtake supply when these plants operate at capacity. At December 31, 2014, we also have methanol purchase commitments with other suppliers under contracts for approximately 0.9 million tonnes for 2015 and a total of 1.0 million tonnes thereafter. The pricing under these purchase commitments is referenced to pricing at the time of purchase or sale, and accordingly, no amounts have been included in the table above.

Operating Lease Commitments

The majority of these commitments relate to time charter vessel agreements with terms of up to 15 years. Time charter vessels typically meet most of our ocean-shipping requirements. During 2014, we entered into one new time charter agreement in addition to the six time charter agreements entered into in 2013 relating to vessels that will be delivered in 2016; these commitments are included in the table above.

Off-Balance Sheet Arrangements

At December 31, 2014, we did not have any off-balance sheet arrangements, as defined by applicable securities regulators in Canada and the United States, that have, or are reasonably likely to have, a current or future material effect on our results of operations or financial condition.

Financial Instruments

A financial instrument is any contract that gives rise to a financial asset of one party and a financial liability or equity instrument of another party. Financial instruments are either measured at amortized cost or fair value. Held-to-maturity investments, loans and receivables and other financial liabilities are measured at amortized cost. Held-for-trading financial assets and liabilities and available-for-sale financial assets are measured on the balance sheet at fair value. From time to time, we enter into derivative financial instruments to limit our exposure to commodity price, foreign exchange and variable interest rate volatility and to contribute towards achieving cost structure and revenue targets. Until settled, the fair value of derivative financial instruments will fluctuate based on changes in commodity prices, foreign exchange rates and variable interest rates. Derivative financial instruments are classified as held-for-trading and are recorded on the consolidated statements of financial position at fair value unless exempted. Changes in fair value of held-for-trading derivative financial instruments are recorded in earnings unless the instruments are designated as cash flow hedges.

The following table shows the carrying value of each of our categories of financial assets and liabilities and the related balance sheet item as at December 31, 2014 and December 31, 2013:

 

($ Millions)		2014				2013
Financial assets:
Financial assets held-for-trading:
Derivative instruments designated as cash flow hedges1		$	1			$	–
Loans and receivables:
Cash and cash equivalents			952				733
Trade and other receivables, excluding tax receivable			394				524
Project financing reserve accounts included in other assets			37				45
Total financial assets2		$	1,384			$	1,302
Financial liabilities:
Other financial liabilities:
Trade, other payables and accrued liabilities, excluding tax payable		$	486			$	581
Deferred gas payables included in other long-term liabilities			56				74
Long-term debt, including current portion			1,722				1,168
Financial liabilities held-for-trading:
Derivative instruments designated as cash flow hedges1			6				20
Total financial liabilities		$	2,270			$	1,843

 

1	The euro foreign currency hedge and the Egypt interest rate swaps designated as cash flow hedges are measured at fair value based on industry accepted valuation models and inputs obtained from active markets.

2	The carrying amount of the financial assets represents the maximum exposure to credit risk at the respective reporting periods.

 

22    2014 Methanex Corporation Annual Report

---

At December 31, 2014, all of the financial instruments were recorded on the consolidated statements of financial position at amortized cost with the exception of held-for-trading derivative financial instruments, which are recorded at fair value.

The Egypt limited recourse debt facilities bear interest at LIBOR plus a spread. We have entered into interest rate swap contracts to swap the LIBOR-based interest payments for an average aggregated fixed rate of 4.8% plus a spread on approximately 75% of the Egypt limited recourse debt facilities for the period to March 31, 2015. These interest rate swaps had outstanding notional amounts of $287 million as at December 31, 2014. At December 31, 2014, these interest rate swap contracts had a negative fair value of $6.5 million (December 31, 2013 – negative $20 million) recorded in other long-term liabilities.

The Company also designates as cash flow hedges forward exchange contracts to sell euros at a fixed U.S. dollar exchange rate. At December 31, 2014, the Company had outstanding forward exchange contracts designated as cash flow hedges to sell a notional amount of 25 million euros. The euro contracts had a positive fair value of $1.1 million (2013 – negative fair value of $0.6 million) recorded in current assets.

Changes in the fair value of derivative financial instruments designated as cash flow hedges have been recorded in other comprehensive  income.

RISK FACTORS AND RISK MANAGEMENT

We are subject to risks that require prudent risk management. We believe the following risks, in addition to those described in the Critical Accounting Estimates section on page 31, to be among the most important for understanding the issues that face our business and our approach to risk management.

Security of Natural Gas Supply and Price

Natural gas is the principal feedstock for producing methanol and it accounts for a significant portion of our operating costs. Accordingly, our results from operations depend in large part on the availability and security of supply and the price of natural gas. If, for any reason, we are unable to obtain sufficient natural gas for any of our plants on commercially acceptable terms or we experience interruptions in the supply of contracted natural gas, we could be forced to curtail production or close such plants, which could have an adverse effect on our results of operations and financial condition.

New Zealand

We have three plants in New Zealand with a total production capacity of up to 2.4 million tonnes per year, depending on natural gas composition. Two plants are located at Motunui and the third is located at nearby Waitara Valley. We have entered into several agreements with various suppliers to underpin our New Zealand operations with terms that range in length up to 2022. All agreements in New Zealand are take-or-pay agreements and include U.S. dollar base and variable price components where the variable price component is adjusted by a formula related to methanol prices above a certain level. We believe this pricing relationship enables these facilities to be competitive at all points in the methanol price cycle and provides gas suppliers with attractive returns. Certain of these contracts require the supplier to deliver a minimum amount of natural gas with additional volume dependent on the success of exploring and developing the related natural gas field.

We continue to pursue opportunities to contract additional natural gas to supply our plants in New Zealand.

The future operation of our New Zealand facilities depends on the ability of our contracted suppliers to meet their commitments and the success of ongoing exploration and development activities in the region. We cannot provide assurance that our contracted suppliers will be able to meet their commitments or that their ongoing exploration and development activities in New Zealand will be successful to enable our operations to operate at capacity and that this will not have an adverse impact on our results of operations and financial condition.

Trinidad

Natural gas for our two methanol production facilities in Trinidad, with our share of total production capacity being 2.0 million tonnes per year, is supplied under take-or-pay contracts with NGC. The contracts for Titan and Atlas have U.S. dollar base and variable price components, where the variable portion is adjusted by a formula related to methanol prices above a certain level. The

 

2014 Methanex Corporation Annual Report    23

---

contract for Atlas expires in 2024. The Titan contract expired in 2014 and we recently signed a term sheet to renew that contract for an additional five years. Titan gas costs will increase as a result of the renewed terms. We believe the supply and demand fundamentals for natural gas supply in Trinidad will support the continued operation of these facilities, however we cannot provide assurance that our contracted suppliers will be able to fully meet their commitments and that this will not have an adverse impact on our results of operations and financial condition.

Since 2011, large industrial consumers in Trinidad, including our Titan and Atlas facilities, have experienced periodic curtailments of natural gas supply due to a mismatch between upstream commitments to supply NGC and downstream demand from NGC’s customers, which becomes apparent when an upstream supplier has a technical issue or planned maintenance that reduces gas delivery. We are engaged with key stakeholders to find a solution to this issue, but in the meantime expect to continue to experience some gas curtailments to our Trinidad facilities. We cannot provide assurance that we will not experience longer or greater than anticipated curtailments due to upstream outages or other issues in Trinidad and that these curtailments will not be material and that this would not have an adverse impact on our results of operations and financial condition.

United States

In January 2015, the Geismar 1 plant commenced first methanol production. We continue to make excellent progress on the construction of Geismar 2 and we are targeting to be producing methanol late in the first quarter of 2016. The Geismar 1 and Geismar 2 facilities will each add an incremental 1.0 million tonnes to our annual operating capacity.

We have secured a 10-year take-or-pay agreement for the supply of all of the natural gas requirements for Geismar 1 and contractual deliveries and obligations commence on the first date of commercial operations. The price to be paid for the gas is based on a U.S. dollar base price plus a variable price component where the variable price component is adjusted by a formula related to methanol prices above a certain level.

While we believe that our estimates of project costs and anticipated completion for the Geismar 2 facility are reasonable, we cannot provide assurance that the cost estimates will not be exceeded or that the Geismar 2 facility will commence commercial operations within the anticipated schedule, if at all. We cannot provide assurance that we will be able to secure natural gas for the Geismar 2 plant on commercially acceptable terms. These factors could have an adverse impact on our results of operations and financial condition.

Egypt

We have a 25-year, take-or-pay natural gas supply agreement for the 1.26 million tonne per year methanol plant in Egypt in which we have a 50% equity interest. The price paid for gas is based on a U.S. dollar base price plus a variable price component that is adjusted by a formula related to methanol prices above a certain level. Under the contract, the gas supplier is obligated to supply, and we are obliged to take or pay for, a specified annual quantity of natural gas. Gas paid for, but not taken, in any year may be received in subsequent years subject to limitations. Natural gas is supplied to this facility from the same gas delivery grid infrastructure that supplies other industrial users in Egypt, as well as the general Egyptian population.

The Egypt facility began experiencing periodic, and at times significant, natural gas supply constraints in mid-2012 and since that time has operated below full capacity. Over the past few years, Egypt’s government has been in a transition, which has resulted in ongoing civil unrest, including acts of sabotage, political uncertainty, and an adverse impact on the country’s economy. We believe that these factors are contributing to constraints in the development of new supplies of natural gas coming to market, the delivery of natural gas and an increase in the use of domestically-produced natural gas instead of more expensive imported energy for the purpose of generating domestic electricity, particularly during the summer months when electricity demand is at its peak. These factors have led to periodic natural gas supply restrictions to the Methanex Egypt facility which became more significant in 2014 and into early 2015. This situation may persist in the future. We cannot provide assurance that we will not experience longer or greater than anticipated natural gas restrictions and that this would not have an adverse impact on our results of operations and financial condition.

Canada

We have a program in place to purchase natural gas for the 0.6 million tonnes per year Medicine Hat facility on the Alberta gas market and we recently entered into fixed price contracts to supply 80% of our gas requirements for the facility for 2015 and 2016.

 

24    2014 Methanex Corporation Annual Report

---

The future operation of our Medicine Hat facility depends on methanol industry supply and demand fundamentals and our ability to secure sufficient natural gas on commercially acceptable terms. We cannot provide assurance that we will be able to continue to secure sufficient natural gas for our Medicine Hat facility on commercially acceptable terms and that this will not have an adverse impact on our results of operations and financial condition.

Chile

In June 2007, our natural gas suppliers from Argentina curtailed all gas supplied to our plants in Chile pursuant to our long-term gas supply agreements. Under the current circumstances, we do not expect to receive any further natural gas supply from Argentina under those long-term gas supply agreements. We continue to receive some natural gas from Argentina pursuant to a tolling agreement whereby the natural gas received is converted into methanol and then the methanol is re-delivered to Argentina.

Since 2007, all of the methanol production at our Chile facilities, other than the natural gas received under the tolling arrangements in 2014 and 2013, has been produced from natural gas from Chile. While both Methanex and its natural gas suppliers have made significant investments in natural gas exploration and development in southern Chile and there have been new gas discoveries in the region, the potential for a significant increase in gas deliveries to our plants remains challenging.

Entering 2015, we were operating one of the two remaining plants at less than capacity and while the continued operation of the Chile plant through the 2015 southern hemisphere winter is possible, it is unlikely based on the current projections of gas availability.

The future of our Chile operations is primarily dependent on the level of exploration and development in southern Chile and our ability to secure a sustainable natural gas supply to our facilities on economic terms from Chile and Argentina. We cannot provide assurance that we will be able to continue to operate our Chile operations and that this will not have an adverse impact on our results of operations or financial condition.

Methanol Price Cyclicality and Methanol Supply and Demand

The methanol business is a highly competitive commodity industry and prices are affected by supply and demand fundamentals. Methanol prices have historically been, and are expected to continue to be, characterized by cyclicality. New methanol plants are expected to be built and this will increase overall production capacity. Additional methanol supply can also become available in the future by restarting idle methanol plants, carrying out major expansions of existing plants or debottlenecking existing plants to increase their production capacity. Historically, higher-cost plants have been shut down or idled when methanol prices are low, but there can be no assurance that this practice will occur in the future. Demand for methanol largely depends upon levels of global industrial production, changes in general economic conditions and the level of energy prices.

We are not able to predict future methanol supply and demand balances, market conditions, global economic activity, methanol prices or energy prices, all of which are affected by numerous factors beyond our control. Since methanol is the only product we produce and market, a decline in the price of methanol would have an adverse effect on our results of operations and financial condition.

Global Economic Conditions

Volatile global economic conditions over the past few years have added significant risks and uncertainties to our business, including risks and uncertainties related to the global supply and demand for methanol, its impact on methanol prices, changes in capital markets and corresponding effects on our investments, our ability to access existing or future credit and increased risk of defaults by customers, suppliers, insurers and other counterparties. While the demand for methanol grew in 2014, there can be no assurance that future global economic conditions will not have an adverse impact on the methanol industry and that this will not have an adverse impact on our results of operations and financial condition.

Methanol Demand

Demand for Methanol – General

Methanol is a global commodity and customers base their purchasing decisions principally on the delivered price of methanol and reliability of supply. Some of our competitors are not dependent on revenues from a single product and some have greater financial resources than we do. Our competitors also include state-owned enterprises. These competitors may be better able than we are to withstand price competition and volatile market conditions.

 

2014 Methanex Corporation Annual Report    25

---

Changes in environmental, health and safety laws, regulations or requirements could impact methanol demand. The US Environmental Protection Agency (“EPA”) is currently evaluating the human health effects of methanol as part of a standard review of chemicals under its Integrated Risk Information System (“IRIS”), a database of chemical health effects. No authoritative body has classified methanol as a carcinogen. A draft assessment for methanol was released by the EPA in 2010 classifying methanol as “Likely to Be Carcinogenic to Humans.” In 2011, the EPA divided the draft assessment for methanol into cancer and non-cancer assessments. In September 2013, the EPA released the final non-cancer assessment, in which it established the maximum ingestion and inhalation levels for methanol that it claims will not result in adverse health impacts. The timeline for the final cancer assessment remains unknown. We are unable to determine whether the current draft classification will be maintained in the final cancer assessment or if this will lead other government agencies to reclassify methanol. Any reclassification could reduce future methanol demand, which could have an adverse effect on our results of operations and financial condition.

Demand for Methanol in the Production of Formaldehyde

In 2014, methanol demand for the production of formaldehyde represented approximately 30% of global demand. The largest use for formaldehyde is as a component of urea-formaldehyde and phenol-formaldehyde resins, which are used in adhesives for plywood, particleboard, oriented strand board, medium-density fibreboard and other reconstituted or engineered wood products. There is also demand for formaldehyde as a raw material for engineering plastics and in the manufacture of a variety of other products, including elastomers, paints, building products, foams, polyurethane and automotive products.

The current EPA IRIS carcinogenicity classification for formaldehyde is “Likely to Be Carcinogenic to Humans;” however, the EPA is reviewing this classification for formaldehyde as part of a standard review of chemicals. In 2010, the EPA released its draft formaldehyde assessment, proposing formaldehyde as “Known to be Carcinogenic to Humans.” The release of the final assessment of formaldehyde is expected in 2015.

In 2009, the US National Cancer Institute (“NCI”) published a report on the health effects of occupational exposure to formaldehyde and a possible link to leukemia, multiple myeloma and Hodgkin’s disease. The NCI report concluded that there may be an increased risk of cancers of the blood and bone marrow related to a measure of peak formaldehyde exposure. The NCI report is the first part of an update of the 2004 NCI study that indicated possible links between formaldehyde exposure and nasopharyngeal cancer and leukemia. The International Agency for Research on Cancer also concluded that there is sufficient evidence in humans of a causal association of formaldehyde with leukemia. In 2011, the US Department of Health and Human Services’ National Toxicology Program released its 12th Report on Carcinogens, modifying its listing of formaldehyde from “Reasonably Anticipated to be a Human Carcinogen” to “Known to be a Human Carcinogen.”

We are unable to determine at this time if the EPA or other governments or government agencies will reclassify formaldehyde or what limits could be imposed related to formaldehyde emissions in the United States or elsewhere. Any such actions could reduce future methanol demand for use in producing formaldehyde, which could have an adverse effect on our results of operations and financial condition.

Demand for Methanol – Energy

Approximately 40% of methanol demand is from energy related applications. Over the past five to six years, methanol demand growth has been led by strong demand from these applications, as relatively high oil prices generated an economic incentive to substitute lower cost methanol for petroleum products or as a feedstock in energy related products. Methanol can be substituted for petroleum products in energy-related applications with relative ease. For example, methanol can be blended directly with gasoline, and DME (a methanol derivative) can be blended with liquified petroleum gas (propane). Because of this substitutability, methanol demand is sensitive to the pricing of these energy products, which in turn are generally linked to global energy prices.

A steep drop in oil and related energy product prices late in 2014 lowered the affordability for methanol into certain energy-related applications and this negatively impacted methanol pricing. We cannot provide assurance that energy pricing will recover from current levels or that methanol demand growth will not be affected. The future operating rates and methanol consumption from energy-related applications using methanol as a feedstock will ultimately depend on the strength of the global economy, industry operating rates, global energy prices, new supply additions and the strength of global demand.

 

26    2014 Methanex Corporation Annual Report

---

Foreign Operations

A significant portion of our operations and investments are located outside of North America, in New Zealand, Trinidad, Egypt, Chile, Europe and Asia. We are subject to risks inherent in foreign operations such as loss of revenue, property and equipment as a result of expropriation; import or export restrictions; anti-dumping measures; nationalization, war, insurrection, civil unrest, terrorism and other political risks; increases in duties, taxes and governmental royalties; renegotiation of contracts with governmental entities; as well as changes in laws or policies or other actions by governments that may adversely affect our operations. Many of the foregoing risks related to foreign operations may also exist for our domestic operations in North America.

Because we derive a significant portion of our revenues from production and sales by subsidiaries outside of Canada, the payment of dividends or the making of other cash payments or advances by these subsidiaries may be subject to restrictions or exchange controls on the transfer of funds in or out of the respective countries or result in the imposition of taxes on such payments or advances.

We have organized our foreign operations in part based on certain assumptions about various tax laws (including capital gains and withholding taxes), foreign currency exchange and capital repatriation laws and other relevant laws of a variety of foreign jurisdictions. While we believe that such assumptions are reasonable, we cannot provide assurance that foreign taxation or other authorities will reach the same conclusion. Further, if such foreign jurisdictions were to change or modify such laws, we could suffer adverse tax and financial consequences.

The dominant currency in which we conduct business is the United States dollar, which is also our reporting currency. The most significant components of our costs are natural gas feedstock and ocean-shipping costs and substantially all of these costs are incurred in United States dollars. Some of our underlying operating costs, capital expenditures and purchases of methanol, however, are incurred in currencies other than the United States dollar, principally the Canadian dollar, the Chilean peso, the Trinidad and Tobago dollar, the New Zealand dollar, the euro, the Egyptian pound and the Chinese yuan. We are exposed to increases in the value of these currencies that could have the effect of increasing the United States dollar equivalent of cost of sales, operating expenses and capital expenditures. A portion of our revenue is earned in euros, Canadian dollars and Chinese yuan. We are exposed to declines in the value of these currencies compared to the United States dollar, which could have the effect of decreasing the United States dollar equivalent of our revenue.

Trade in methanol is subject to duty in a number of jurisdictions. Methanol sold in China from any of our producing regions is currently subject to duties ranging from 0% to 5.5%. In 2010, the Chinese Ministry of Commerce investigated allegations made by domestic Chinese producers related to the dumping into China of imported methanol. In December 2010, the Ministry recommended that duties of approximately 9% be imposed on methanol imports from New Zealand, Malaysia and Indonesia for five years starting from December 24, 2010. However, citing special circumstances, the Customs Tariff Commission of the State Council, which is China’s chief administrative authority, suspended enforcement of the recommended dumping duties with the effect that methanol will continue to be allowed to be imported from these three countries without the imposition of additional duties. If the suspension is lifted, we do not expect there to be a significant impact on industry supply/demand fundamentals and we would realign our supply chain to minimize the payment of duties. Currently, the costs we incur in respect of duties are not significant. However, there can be no assurance that the duties that we are currently subject to will not increase, that the suspension of Chinese dumping duties will not be lifted, that duties will not be levied in other jurisdictions in the future or that we will be able to mitigate the impact of future duties, if levied, or that future duties won’t have material adverse effect.

Methanol is a globally traded commodity that is produced by many producers at facilities located around the world. Some producers and marketers may have direct or indirect contacts with countries that may, from time to time, be subject to international trade sanctions or other similar prohibitions (“Sanctioned Countries”). In addition to the methanol we produce, we purchase methanol from third parties under purchase contracts or on the spot market in order to meet our commitments to customers, and we also engage in product exchanges with other producers and marketers. We believe that we are in compliance with all applicable laws with respect to sales and purchases of methanol and product exchanges. However, as a result of the participation of Sanctioned Countries in our industry, we cannot provide assurance that we will not be exposed to reputational or other risks that could have an adverse impact on our results of operations and financial condition.

 

2014 Methanex Corporation Annual Report    27

---

Liquidity Risk

At December 31, 2014, we had a cash balance of $952 million, including $69 million relating to the non-controlling interest in Egypt, and a $400 million undrawn revolving credit facility with a syndicate of banks. The facility expires in December 2019 and our ability to maintain access to the facility is subject to certain financial covenants, including an EBITDA to interest coverage ratio and a debt to capitalization ratio, as defined.

At December 31, 2014, our long-term debt obligations include $1,350 million in unsecured notes ($150 million that matures in 2015, $350 million that matures in 2019, $250 million that matures in 2022, $300 million that matures in 2024 and $300 million that matures in 2044), $369 million related to the Egypt limited recourse debt facilities (100% basis) and $20 million related to other limited recourse debt. The covenants governing the unsecured notes, which are specified in an indenture, apply to the Company and its subsidiaries, excluding the Egypt entity, and include restrictions on liens, sale and lease-back transactions, a merger or consolidation with another corporation or sale of all or substantially all of the Company’s assets. The indenture also contains customary default provisions. The Egypt limited recourse debt facilities are described as limited recourse as they are secured only by the assets of the Egypt entity. Accordingly, the lenders to the limited recourse debt facilities have no recourse to the Company or its other subsidiaries. The Egypt limited recourse debt facilities have covenants and default provisions that apply only to the Egypt entity, including restrictions on the incurrence of additional indebtedness and a requirement to fulfill certain conditions before the payment of cash or other distributions.

For additional information regarding long-term debt, refer to note 8 of our 2014 consolidated financial statements.

We cannot provide assurance that we will be able to access new financing in the future on commercially acceptable terms or at all, or that the financial institutions providing the credit facility will have the ability to honour future draws. Additionally, failure to comply with any of the covenants or default provisions of the long-term debt facilities described above could result in a default under the applicable credit agreement that would allow the lenders to not fund future loan requests, accelerate the due date of the principal and accrued interest on any outstanding loans or restrict the payment of cash or other distributions. Any of these factors could have a material adverse effect on our results of operations, our ability to pursue and complete strategic initiatives or on our financial condition.

Customer Credit Risk

Our customers are large global or regional petrochemical manufacturers or distributors and a number are highly leveraged. We monitor our customers’ financial status closely; however, some customers may not have the financial ability to pay for methanol in the future and this could have an adverse effect on our results from operations and financial condition. Credit losses have not been significant in the past.

Operational Risks

Production Risks

Most of our earnings are derived from the sale of methanol produced at our plants. Our business is subject to the risks of operating methanol production facilities, such as equipment breakdowns, interruptions in the supply of natural gas and other feedstocks, power failures, longer-than-anticipated planned maintenance activities, loss of port facilities, natural disasters or any other event, including unanticipated events beyond our control, that could result in a prolonged shutdown of any of our plants or impede our ability to deliver methanol to our customers. A prolonged plant shutdown at any of our major facilities could have an adverse effect on our results of operations and financial condition.

Purchased Product Price Risk

In addition to the sale of methanol produced at our plants, we also purchase methanol produced by others on the spot market and through purchase contracts to meet our customer commitments and support our marketing efforts. We have adopted the first-in, first-out method of accounting for inventories and it generally takes between 30 and 60 days to sell the methanol we purchase. Consequently, we have the risk of holding losses on the resale of this product to the extent that methanol prices decrease from the date of purchase to the date of sale. Holding losses, if any, on the resale of purchased methanol could have an adverse effect on our results of operations and financial condition.

 

28    2014 Methanex Corporation Annual Report

---

Distribution Risks

Excess capacity within our fleet of ocean vessels resulting from a prolonged plant shutdown or other event could have an adverse effect on our results of operations and financial condition as our vessel fleet is subject to fixed time charter costs. In the event we have excess shipping capacity, we may be able to mitigate some of the excess costs by entering into sub-charters or third-party backhaul arrangements, although the success of this mitigation is dependent on conditions within the broader global shipping industry. If we suffer any disruptions in our distribution system and are unable to mitigate these costs this could have an adverse effect on our results of operations and financial condition.

Insurance Risks

Although we maintain operational and construction insurance, including business interruption insurance and delayed start-up insurance, we cannot provide assurance that we will not incur losses beyond the limits of, or outside the coverage of, such insurance or that insurers will be financially capable of honouring future claims. From time to time, various types of insurance for companies in the chemical and petrochemical industries have not been available on commercially acceptable terms or, in some cases, have been unavailable. We cannot provide assurance that in the future we will be able to maintain existing coverage or that premiums will not increase substantially.

Geismar Project

We believe that our estimate for budgeted project costs and targeted completion date for our Geismar 2 project is reasonable. However, as we could be impacted by potential cost increases including the impact of costs due to labour shortages, we cannot provide any assurance that the cost estimates will not be exceeded or that the facility will begin commercial production within the targeted schedule, if at all, or that the facility will operate at its designed capacity or on a sustained basis. Any changes to the targeted timing of completion or estimated cost to complete the project or future ability to operate at production capacity could have an adverse impact on our results of operations and financial condition.

New Capital Projects

As part of our strategy to strengthen our position as the global leader in the production and marketing of methanol, we intend to continue pursuing new opportunities to enhance our strategic position in the methanol industry. Our ability to successfully identify, develop and complete new capital projects is subject to a number of risks, including finding and selecting favourable locations for new facilities or relocation of existing facilities where sufficient natural gas and other feedstock is available through long-term contracts with acceptable commercial terms, obtaining project or other financing on satisfactory terms, constructing and completing the projects within the contemplated budgets and schedules and other risks commonly associated with the design, construction and start-up of large complex industrial projects. We cannot provide assurance that we will be able to identify or develop new methanol projects.

Environmental Regulation

The countries in which we operate all have laws and regulations to which we are subject governing the environment and the management of natural resources as well as the handling, storage, transportation and disposal of hazardous or waste materials. We are also subject to laws and regulations governing emissions and the import, export, use, discharge, storage, disposal and transportation of toxic substances. The products we use and produce are subject to regulation under various health, safety and environmental laws. Non-compliance with these laws and regulations may give rise to compliance orders, fines, injunctions, civil liability and criminal sanctions.

Laws and regulations protecting the environment have become more stringent in recent years and may, in certain circumstances, impose absolute liability rendering a person liable for environmental damage without regard to negligence or fault on the part of such person. Such laws and regulations may also expose us to liability for the conduct of, or conditions caused by, others, or for our own acts even if we complied with applicable laws at the time such acts were performed. To date, environmental laws and regulations have not had a significant adverse effect on our capital expenditures, earnings or competitive position. However, operating petrochemical manufacturing plants and distributing methanol exposes us to risks in connection with compliance with such laws and we cannot provide assurance that we will not incur significant costs or liabilities in the future.

 

2014 Methanex Corporation Annual Report    29

---

Management of Emissions

Carbon dioxide (“CO₂”) is a by-product of the methanol production process. The amount of CO₂ generated by the methanol production process depends on the production technology (and hence often the plant age), the feedstock and any export of the by-product hydrogen. Plant efficiency, and thus CO₂ emissions, is highly dependent on the design of the methanol plant, so the CO₂ emission figure may vary from year to year depending on the asset mix that is operating. We also recognize that CO₂ is generated from our marine operations, and in that regard we measure the consumption of fuel by our ocean vessels based on the volume of product transported.

We manufacture methanol in New Zealand, Trinidad, the United States, Egypt, Canada, and Chile. Except for the United States, all of these countries signed and ratified the Kyoto Protocol; however, Canada has since removed itself from that agreement. We are not currently required to reduce greenhouse gases (“GHGs”) in Trinidad, Egypt and Chile but our production in New Zealand and Canada is subject to GHG regulations. Today, there is no GHG legislation that requires GHG reductions in the United States, however we are required to track and report the quantity of GHG emissions from our site in Geismar, Louisiana.

New Zealand passed legislation to establish an Emissions Trading Scheme (“ETS”) that came into force in 2010. The ETS imposes a carbon price on producers of fossil fuels, including natural gas, which is passed on to Methanex, increasing the cost of gas that Methanex purchases in New Zealand. However, as a trade-exposed company, Methanex is entitled to a free allocation of emissions units to partially offset those increased costs. The New Zealand government confirmed that the legislation will continue providing further moderation and the free emission allocation provisions will remain unchanged until at least 2015. Consequently, our ETS-related costs are not expected to be significant to the end of 2015. However, after this date, the moderating features may be removed and our eligibility for free allocation of emissions units may also be progressively reduced. As a consequence, we may incur increasing costs after 2015. It is impossible to accurately quantify the impact on our business of ETS-related costs after 2015 and therefore we cannot provide assurance that the ETS will not have a significant impact on our results of operations and financial condition.

Our Medicine Hat facility is located in the Canadian province of Alberta, which has an established GHG reduction regulation that applies to our plant. The regulation requires that facilities reduce emissions intensities by up to 12% of their established emissions intensity baseline. “Emissions intensity” means the quantity of specified greenhouse gases released per unit of production. In order to meet the reduction obligation, a facility can choose to make emissions reduction improvements or it can purchase either offset credits or “technology fund” credits for CAD$15 per tonne of CO₂ equivalent. Financial obligations began in 2014, and to date the costs for us to purchase offset credits have not been material.

The federal government of Canada is in the process of developing a sector-by-sector approach to reduce GHG emissions in the chemical sector in support of its commitment to reduce GHGs from 2005 levels by 17% by 2020. Final proposed regulations are expected to be published by the fall of 2015. As the sole methanol producer in Canada, Methanex is engaged in a consultative process to ensure achievable performance standards are set and that these incorporate equivalency agreements to prevent the potential of paying for GHG emissions under both provincial and federal regimes.

In January 2015, the Geismar 1 plant commenced first methanol production and we are targeting to be producing methanol at Geismar 2 late in the first quarter of 2016. Today, there is no GHG legislation that requires GHG reductions in the United States, however we are required to track and report the quantity of GHG emissions from our site. We continue to monitor the development of potential legislation in the United States and Louisiana that would require GHG reductions to ensure compliance with any potential future requirements. At this time, it is unknown what impact potential new GHG legislation or regulations could have on our operations in Geismar.

We cannot provide assurance over ongoing compliance with existing legislation or that future laws and regulations to which we are subject governing the environment and the management of natural resources as well as the handling, storage, transportation and disposal of hazardous or waste materials will not have an adverse effect on our results of operations and financial condition.

Reputational Risk

Damage to our reputation could result from the actual or perceived occurrence of any number of events, and could include any negative publicity (for example, with respect to our handling of environmental, health or safety matters), whether true or not. Although we believe that we conduct our operations in a prudent manner and that we take care in protecting our reputation, we do not ultimately have direct control over how we are perceived by others. Reputation loss may result in decreased investor confidence,

 

30    2014 Methanex Corporation Annual Report

---

an impediment to our overall ability to advance our projects or increased challenges in maintaining our social license to operate, which could have an adverse impact on our results of operations and financial condition.

Legal Proceedings

The Board of Inland Revenue of Trinidad and Tobago has issued assessments against our 63.1% owned joint venture, Atlas, in respect of the 2005, 2006, 2007 and 2008 financial years. All subsequent tax years remain open to assessment. The assessments relate to the pricing arrangements of certain long-term fixed-price sales contracts from 2005 to 2019 related to methanol produced by Atlas. Atlas had partial relief from corporation income tax until 2014.

We have lodged objections to the assessments. Although there can be no assurance, based on the merits of the cases and legal interpretation, we believe our position should be sustained.

CRITICAL ACCOUNTING ESTIMATES

We believe the following selected accounting policies and issues are critical to understanding the estimates, assumptions and uncertainties that affect the amounts reported and disclosed in our consolidated financial statements and related notes. See note 2 to our 2014 consolidated financial statements for our significant accounting policies.

Property, Plant and Equipment

Our business is capital intensive and has required, and will continue to require, significant investments in property, plant and equipment. At December 31, 2014, the net book value of our property, plant and equipment was $2,778 million.

Capitalization

Property, plant and equipment are initially recorded at cost. The cost of purchased equipment includes expenditures that are directly attributable to the purchase price, delivery and installation. The cost of self-constructed assets includes the cost of materials and direct labour, any other costs directly attributable to bringing the assets to the location and condition for their intended use, the costs of dismantling and removing the items and restoring the site on which they are located, and borrowing costs on self-constructed assets that meet certain criteria. Routine repairs and maintenance costs are expensed as incurred.

At December 31, 2014, we have accrued $24 million for site restoration costs relating to the decommissioning and reclamation of our methanol production sites and oil and gas properties. Inherent uncertainties exist in this estimate because the restoration activities will take place in the future and there may be changes in governmental and environmental regulations and changes in removal technology and costs. It is difficult to estimate the future costs of these activities as our estimate of fair value is based on current regulations and technology. Because of uncertainties related to estimating the cost and timing of future site restoration activities, future costs could differ materially from the amounts estimated.

Depreciation and Amortization

Depreciation and amortization is generally provided on a straight-line basis at rates calculated to amortize the cost of property, plant and equipment from the commencement of commercial operations over their estimated useful lives to estimated residual value.

The estimated useful lives of the Company’s buildings, plant installations and machinery, excluding costs related to turnarounds, range from 10 to 25 years depending on the specific asset component and the production facility to which it is related. The Company determines the estimated useful lives of individual asset components based on the shorter of its physical life or economic life. The physical life of these assets is generally longer than the economic life. The economic life is primarily determined by the nature of the natural gas feedstock available to our various production facilities. Factors that influence the nature of natural gas feedstock availability include the terms of individual natural gas supply contracts, access to natural gas supply through open markets, regional factors influencing the exploration and development of natural gas, and the expected price of securing natural gas supply. We review the factors related to each production facility on an annual basis to determine if changes are required to the estimated useful lives.

Recoverability of Asset Carrying Values

Property, Plant and Equipment

Long-lived assets are tested for recoverability whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Examples of such events or changes in circumstances related to our long-lived assets include, but are not

 

2014 Methanex Corporation Annual Report    31

---

restricted to: a significant adverse change in the extent or manner in which the asset is being used or in its physical condition; a significant adverse change in our long-term methanol price assumption or in the price or availability of natural gas feedstock required to manufacture methanol; a significant adverse change in legal factors or in the business climate that could affect the asset’s value, including an adverse action or assessment by a foreign government that impacts the use of the asset; or a current-period operating or cash flow loss combined with a history of operating or cash flow losses, or a projection or forecast that demonstrates continuing losses associated with the asset’s use.

As a consequence of the uncertain outlook for the future supply of natural gas feedstock to our Chile operations, we recorded an impairment charge at December 31, 2012 to reduce the carrying value of our Chile assets to their estimated recoverable amount. The post-impairment carrying value at December 31, 2012 of $245 million included the second methanol plant that management was then considering relocating to Geismar, Louisiana. During 2013, we made a final investment decision to relocate the second facility from Chile to Geismar, Louisiana and, as a result, the $75 million carrying value of this methanol plant (adjusted for 2013 year-to-date depreciation) was removed from the Chile cash-generating unit. At December 31, 2014, our Chile cash-generating unit consists primarily of the remaining two methanol plants in Chile with a carrying value of approximately $150 million.

As a result of insufficient natural gas feedstock during the southern hemisphere winter, we temporarily idled our Chile operations in April 2014. We restarted one methanol plant in September 2014 and operated the plant at approximately 30% of capacity in the fourth quarter of 2014 supported by natural gas supplies from both Chile and Argentina. The idling of our operations and the restart were both anticipated in our December 31, 2012 recoverability test. While we continue to work with our natural gas suppliers to sustain our Chile operations over the medium term, there is no assurance that we will be able to maintain operations through the upcoming southern hemisphere winter.

Recoverability of long-lived assets is measured by comparing the carrying value of an asset or cash-generating unit to the estimated recoverable amount, which is the higher of its estimated fair value less costs to sell or its value in use. Value in use was determined by measuring the pre-tax cash flows expected to be generated from the cash-generating unit over its estimated useful life discounted by a pre-tax discount rate. The pre-tax discount rate used of 13% was derived from the Company’s estimated cost of capital. An impairment writedown is recorded if the carrying value exceeds the estimated recoverable amount. An impairment writedown recognized in prior periods for an asset or cash-generating unit is reversed if there has been a subsequent recovery in the value of the asset or cash-generating unit due to changes in events and circumstances. For the purposes of recognition and measurement of an impairment writedown or reversal, we group our long-lived assets with other assets and liabilities to form a “cash-generating unit” at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. To the extent that our methanol facilities in a particular location are interdependent as a result of common infrastructure and/or feedstock from shared sources that can be shared within a facility location, we group our assets based on site locations for the purpose of determining impairment.

There are two key variables that impact our estimate of future cash flows from producing assets: (1) the methanol price and (2) the price and availability of natural gas feedstock. Short-term methanol price estimates are based on current supply and demand fundamentals and current methanol prices. Long-term methanol price estimates are based on our view of long-term supply and demand, and consideration is given to many factors, including, but not limited to, estimates of global industrial production rates, energy prices, changes in general economic conditions, future global methanol production capacity, industry operating rates and the global industry cost structure. Our estimate of the price and availability of natural gas takes into consideration the current contracted terms, as well as factors that we believe are relevant to supply under these contracts and supplemental natural gas sources. Other assumptions included in our estimate of future cash flows include the estimated cost incurred to maintain the facilities, estimates of transportation costs and other variable costs incurred in producing methanol in each period. Changes in these assumptions will impact our estimates of future cash flows and could impact our estimates of the useful lives of property, plant and equipment. Consequently, it is possible that our future operating results could be adversely affected by further asset impairment charges or by changes in depreciation and amortization rates related to property, plant and equipment.

Based on an update of our previous model for current period assumptions, the estimated recoverable amount of our Chile cash-generating unit is approximately 18% in excess of its $150 million carrying value. Our estimate of the recoverable amount was based on a long-term methanol price assumption that is materially consistent with our historical results. A 10% decrease in our long term methanol price assumption would result in a reduction in the estimated recoverable amount by $50 million. Our estimate of the

 

32    2014 Methanex Corporation Annual Report

---

recoverable amount was also based on natural gas prices which are materially consistent with those currently being incurred in the region and our best estimate of future natural gas availability, considering current contracted terms as well as factors that we believe are relevant to supply under these contracts and supplemental natural gas sources. A 10% increase in the natural gas price would result in a reduction in the estimated recoverable amount by $50 million and a 10% decrease in the natural gas availability would result in a reduction in the estimated recoverable amount by $40 million.

We believe the estimated recoverable amount of all long-lived assets except our Chile cash-generating unit substantially exceeded their carrying value at December 31, 2014.

Income Taxes

Deferred income tax assets and liabilities are determined using enacted or substantially enacted tax rates for the effects of net operating losses and temporary differences between the book and tax bases of assets and liabilities. We recognize deferred tax assets to the extent it is probable that taxable profit will be available against which the asset can be utilized. In making this determination, certain judgments are made relating to the level of expected future taxable income and to available tax-planning strategies and their impact on the use of existing loss carryforwards and other income tax deductions. We also consider historical profitability and volatility to assess whether we believe it is probable that the existing loss carryforwards and other income tax deductions will be used to offset future taxable income otherwise calculated. Our management routinely reviews these judgments. At December 31, 2014, we had recognized future tax assets of $105 million (presented as a reduction of our deferred tax liabilities) and had $458 million of deductible temporary differences in the United States that have not been recognized. The determination of income taxes requires the use of judgment and estimates. If certain judgments or estimates prove to be inaccurate, or if certain tax rates or laws change, our results of operations and financial position could be materially impacted.

Financial Instruments

We enter into derivative financial instruments from time to time to manage certain exposures to commodity price volatility, foreign exchange volatility and variable interest rate volatility, which contributes towards managing our cost structure. Derivative financial instruments are classified as held-for-trading and are recorded on the balance sheet at fair value unless exempted. Changes in the fair value of held-for-trading derivative financial instruments are recorded in earnings unless the instruments are designated as cash flow hedges, in which case the effective portion of any changes in fair value are recorded in other comprehensive income. Assessment of contracts as derivative instruments, the valuation of financial instruments and derivatives, and hedge effectiveness assessments require a high degree of judgment and are considered critical accounting estimates due to the complex nature of these products and the potential impact on our financial statements.

At December 31, 2014, the fair value of our derivative financial instruments used to limit our exposure to variable interest rate volatility that have been designated as cash flow hedges is negative $6.5 million.

ANTICIPATED CHANGES TO INTERNATIONAL FINANCIAL REPORTING STANDARDS

In May 2014, the International Accounting Standards Board (“IASB”) issued IFRS 15, Revenue from Contracts with Customers (“IFRS 15”) establishing a comprehensive framework for revenue recognition. The standard replaces IAS 18, Revenue and IAS 11, Construction Contracts and related interpretations and is effective for annual periods beginning on or after January 1, 2017, with early adoption permitted. The Company is in the process of determining the impact of IFRS 15 on its consolidated financial statements.

In July 2014, the IASB issued the final version of IFRS 9, Financial Instruments (“IFRS 9”), which reflects all phases of the financial instruments project and replaces IAS 39, Financial Instruments: Recognition and Measurement (“IAS 39”), and all previous versions of IFRS 9. The standard introduces new requirements for classification and measurement, impairment, and hedge accounting. IFRS 9 is effective for annual periods beginning on or after January 1, 2018, with early application permitted. The Company has chosen to early adopt IFRS 9 commencing January 1, 2015. The adoption of IFRS 9 will have an effect on the classification of the Company’s financial assets, but no impact on the classification of the Company’s financial liabilities. Specifically, cash and cash equivalents and trade and other receivables previously classified as loans and receivables at amortized cost have been reclassified to financial assets

 

2014 Methanex Corporation Annual Report    33

---

at amortized cost with no resulting change in carrying value. Upon adoption of IFRS 9, the Company’s existing hedging relationships that qualified for hedge accounting under IAS 39 were reassessed and will continue under the new hedge accounting requirements in IFRS 9.

The Company does not expect that any other new or amended standards or interpretations that are effective as of January 1, 2015 will have a significant impact on the Company’s results of operations or financial position.

SUPPLEMENTAL NON-GAAP MEASURES

In addition to providing measures prepared in accordance with International Financial Reporting Standards (“IFRS”), we present certain supplemental measures that are not defined terms under IFRS (non-GAAP measures). These are Adjusted EBITDA, Adjusted net income, Adjusted net income per share, cash flow from operating activities before changes in non-cash working capital and operating income. These measures do not have any standardized meaning prescribed by IFRS and therefore are unlikely to be comparable to similar measures presented by other companies. We believe these measures are useful in assessing the operating performance and liquidity of the Company’s ongoing business. We also believe Adjusted EBITDA is frequently used by securities analysts and investors when comparing our results with those of other companies.

These measures should be considered in addition to, and not as a substitute for, net income, cash flows and other measures of financial performance and liquidity reported in accordance with IFRS.

Adjusted EBITDA (Attributable to Methanex Shareholders)

Adjusted EBITDA differs from the most comparable GAAP measure, net income attributable to Methanex shareholders, because it excludes finance costs, finance income and other expenses, income tax expense, depreciation and amortization, mark-to-market impact of share-based compensation, Geismar project relocation expenses and charges, write-off of oil and gas rights and the Argentina gas settlement. Adjusted EBITDA includes an amount representing our 63.1% share of the Atlas facility and our 50% share (60% share prior to December 9, 2013) of the Egypt facility.

Adjusted EBITDA and Adjusted net income exclude the mark-to-market impact of share-based compensation related to the impact of changes in our share price on share appreciation rights, tandem share appreciation rights, deferred share units, restricted share units and performance share units. The mark-to-market impact related to performance share units that is excluded from Adjusted EBITDA and Adjusted net income is calculated as the difference between the grant-date value determined using a Methanex total shareholder return factor of 100% and the fair value recorded at each period-end. As share-based awards will be settled in future periods, the ultimate value of the units is unknown at the date of grant and therefore the grant-date value recognized in Adjusted EBITDA and Adjusted net income may differ from the total settlement cost.

The following table shows a reconciliation from net income attributable to Methanex shareholders to Adjusted EBITDA:

 

($ Millions)		2014				2013
Net income attributable to Methanex shareholders		$	455			$	329
Finance costs			37				57
Finance income and other expenses			7				(5	)
Income tax expense			155				70
Depreciation and amortization			143				123
Mark-to-market impact of share-based compensation			(38	)			110
Geismar project relocation expenses and charges			–				34
Write-off of oil and gas rights			–				25
Argentina gas settlement			(42	)			–
Earnings of associate, excluding amount included in Adjusted EBITDA1			32				34
Non-controlling interests adjustments1			(47	)			(41	)
Adjusted EBITDA (attributable to Methanex shareholders)		$	702			$	736

 

1	These adjustments represent finance costs, finance income and other expenses, income tax expense, and depreciation and amortization associated with the non-controlling interest in the methanol facility in Egypt and our 63.1% interest in the Atlas methanol facility.

 

34    2014 Methanex Corporation Annual Report

---

Adjusted Net Income and Adjusted Net Income per Common Share (Attributable to Methanex Shareholders)

Adjusted net income and Adjusted net income per common share are non-GAAP measures because they exclude the mark-to-market impact of share-based compensation and the impact of certain items associated with specific identified events, including Geismar project relocation charges and expenses, write-off of oil and gas rights, and the Argentina gas settlement. The following table shows a reconciliation from net income attributable to Methanex shareholders to Adjusted net income and the calculation of Adjusted diluted net income per common share:

 

($ Millions, except number of shares and per share amounts)		2014				2013
Net income attributable to Methanex shareholders		$	455			$	329
Mark-to-market impact of share-based compensation			(38	)			110
Geismar project relocation expenses and charges			–				34
Write-off of oil and gas rights			–				25
Argentina gas settlement			(42	)			–
Income tax recovery (expense) related to above items			22				(27	)
Adjusted net income		$	397			$	471
Diluted weighted average shares outstanding			96				96
Adjusted net income per common share		$	4.12			$	4.88

Operating Income and Cash Flows from Operating Activities before Changes in Non-Cash Working Capital

Operating income and cash flows from operating activities before changes in non-cash working capital are reconciled to GAAP measures in our consolidated statements of income and consolidated statements of cash flows, respectively.

QUARTERLY FINANCIAL DATA (UNAUDITED)

 

		Three months ended
($ Millions, except per share amounts)		Dec 31				Sep 30				Jun 30				Mar 31
2014
Revenue		$	733			$	730			$	792			$	968
Adjusted EBITDA1 2			150				137				160				255
Adjusted net income1 2			80				66				91				160
Net income2			133				52				125				145
Adjusted net income per share1 2			0.85				0.69				0.94				1.65
Basic net income per common share2			1.43				0.55				1.30				1.51
Diluted net income per common share2			1.11				0.54				1.24				1.50
2013
Revenue		$	881			$	758			$	733			$	652
Adjusted EBITDA1 2			245				184				157				149
Adjusted net income1 2			167				117				99				88
Net income2			128				87				54				60
Adjusted net income per share1 2			1.72				1.22				1.02				0.92
Basic net income per common share2			1.33				0.91				0.57				0.64
Diluted net income per common share2			1.32				0.90				0.56				0.63

 

1

These items are non-GAAP measures that do not have any standardized meaning prescribed by GAAP and therefore are unlikely to be comparable to similar measures presented by other companies. Refer to the Supplemental Non-GAAP Measures section on page 34 for a description of each non-GAAP measure and reconciliations to the most comparable GAAP measures.

 

2	Attributable to Methanex Corporation shareholders.

A discussion and analysis of our results for the fourth quarter of 2014 is set out in our fourth quarter of 2014 Management’s Discussion and Analysis filed with the Canadian Securities Administrators and the US Securities and Exchange Commission and incorporated herein by reference.

 

2014 Methanex Corporation Annual Report    35

---

SELECTED ANNUAL INFORMATION

 

($ Millions, except per share amounts)		2014				2013				2012
Revenue		$	3,223			$	3,024			$	2,543
Adjusted EBITDA1 2			702				736				429
Adjusted net income1 2			397				471				180
Net income (loss)2			455				329				(68	)
Adjusted net income per share1 2			4.12				4.88				1.90
Basic net income (loss) per share2			4.79				3.46				(0.73	)
Diluted net income (loss) per share2			4.55				3.41				(0.73	)
Cash dividends declared per share			0.950				0.785				0.725
Total assets			4,775				4,121				3,443
Total long-term financial liabilities			1,669				1,315				1,356

 

1

These items are non-GAAP measures that do not have any standardized meaning prescribed by GAAP and therefore are unlikely to be comparable to similar measures presented by other companies. Refer to the Supplemental Non-GAAP Measures section on page 34 for a description of each non-GAAP measure and reconciliations to the most comparable GAAP measures.

 

2	Attributable to Methanex Corporation shareholders.

CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Disclosure controls and procedures are those controls and procedures that are designed to ensure that the information required to be disclosed in the filings under applicable securities regulations is recorded, processed, summarized and reported within the time periods specified. As at December 31, 2014, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective.

Management’s Annual Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

The design of any system of controls and procedures is based in part upon certain assumptions about the likelihood of future events. There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

Under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer, management conducted an evaluation of the effectiveness of our internal control over financial reporting, as of December 31, 2014, based on the framework set forth in Internal Control – Integrated Framework issued in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission. Based on its evaluation under this framework, management concluded that our internal control over financial reporting was effective as of that date.

KPMG LLP, an independent registered public accounting firm that audited and reported on our consolidated financial statements, has issued an attestation report on the effectiveness of our internal control over financial reporting as of December 31, 2014. The attestation report is included in our consolidated financial statements on page 41.

Changes in Internal Control over Financial Reporting

There have been no changes during the year ended December 31, 2014 to internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting.

 

36    2014 Methanex Corporation Annual Report

---

FORWARD-LOOKING STATEMENTS

This 2014 Management’s Discussion and Analysis (“MD&A”) contains forward-looking statements with respect to us and our industry. These statements relate to future events or our future performance. All statements other than statements of historical fact are forward-looking statements. Statements that include the words “believes,” “expects,” “may,” “will,” “should,” “potential,” “estimates,” “anticipates,” “aim”, “goal” or other comparable terminology and similar statements of a future or forward-looking nature identify forward-looking statements.

More particularly, and without limitation, any statements regarding the following are forward-looking statements:

 

 

We believe that we have a reasonable basis for making such forward-looking statements. The forward-looking statements in this document are based on our experience, our perception of trends, current conditions and expected future developments as well as other factors. Certain material factors or assumptions were applied in drawing the conclusions or making the forecasts or projections that are included in these forward-looking statements, including, without limitation, future expectations and assumptions concerning the following:

 

 

2014 Methanex Corporation Annual Report    37

---

 

However, forward-looking statements, by their nature, involve risks and uncertainties that could cause actual results to differ materially from those contemplated by the forward-looking statements. The risks and uncertainties primarily include those attendant with producing and marketing methanol and successfully carrying out major capital expenditure projects in various jurisdictions, including, without limitation:

 

 

Having in mind these and other factors, investors and other readers are cautioned not to place undue reliance on forward-looking statements. They are not a substitute for the exercise of one’s own due diligence and judgment. The outcomes implied in forward-looking statements may not occur and we do not undertake to update forward-looking statements except as required by applicable securities laws.

 

38    2014 Methanex Corporation Annual Report

Exhibit 99.3

 

Responsibility for Financial Reporting

The consolidated financial statements and all financial information contained in the annual report are the responsibility of management.

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards and, where appropriate, have incorporated estimates based on the best judgment of management.

Management is responsible for establishing and maintaining adequate internal control over financial reporting. Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the internal control framework set out in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2014.

The Board of Directors (“the Board”) is responsible for ensuring that management fulfills its responsibilities for financial reporting and internal control, and is responsible for reviewing and approving the consolidated financial statements. The Board carries out this responsibility principally through the Audit, Finance and Risk Committee (“the Committee”).

The Committee consists of four non-management directors, all of whom are independent as defined by the applicable rules in Canada and the United States. The Committee is appointed by the Board to assist the Board in fulfilling its oversight responsibility relating to: the integrity of the Company’s financial statements, news releases and securities filings; the financial reporting process; the systems of internal accounting and financial controls; the professional qualifications and independence of the external auditor; the performance of the external auditors; risk management processes; financing plans; pension plans; and the Company’s compliance with ethics policies and legal and regulatory requirements.

The Committee meets regularly with management and the Company’s auditors, KPMG LLP, Chartered Accountants, to discuss internal controls and significant accounting and financial reporting issues. KPMG has full and unrestricted access to the Committee. KPMG audited the consolidated financial statements and the effectiveness of internal controls over financial reporting. Their opinions are included in the annual report.

 

A. Terence Poole Chairman of the Audit, Finance and Risk Committee March 9, 2015		John Floren President and Chief Executive Officer		Ian Cameron Senior Vice President, Finance and Chief Financial Officer

 

2014 Methanex Corporation Annual Report    39

---

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of Methanex Corporation:

We have audited the accompanying consolidated statements of financial position of Methanex Corporation as of December 31, 2014 and December 31, 2013 and the related consolidated statements of income, comprehensive income, changes in equity and cash flows for the years then ended. These consolidated financial statements are the responsibility of Methanex Corporation’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Methanex Corporation as of December 31, 2014 and December 31, 2013, and its consolidated financial performance and its consolidated cash flows for the years then ended in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Methanex Corporation’s internal control over financial reporting as of December 31, 2014, based on the criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission COSO, and our report dated March 9, 2015 expressed an unqualified (unmodified) opinion on the effectiveness of Methanex Corporation’s internal control over financial reporting.

 

Chartered Accountants

Vancouver, Canada

March 9, 2015

 

40    2014 Methanex Corporation Annual Report

---

Report of Independent Registered Public Accounting Firm

The Shareholders and Board of Directors of Methanex Corporation:

We have audited Methanex Corporation’s (“the Company”) internal control over financial reporting as of December 31, 2014, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying “Management’s Annual Report on Internal Control over Financing Reporting” included in the accompanying Management’s Discussion and Analysis. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2014, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States), the consolidated statements of financial position of the Company as of December 31, 2014 and December 31, 2013, and the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for each of the years then ended and our report dated March 9, 2015 expressed an unqualified (unmodified) opinion on those consolidated financial statements.

 

Chartered Accountants

Vancouver, Canada

March 9, 2015

 

2014 Methanex Corporation Annual Report    41

---

Consolidated Statements of Financial Position

(thousands of US dollars, except number of common shares)

 

As at		Dec 31 2014				Dec 31 2013
ASSETS
Current assets:
Cash and cash equivalents		$	951,600			$	732,736
Trade and other receivables (note 3)			404,363				534,130
Inventories (note 4)			306,802				334,968
Prepaid expenses			23,137				20,533
			1,685,902				1,622,367
Non-current assets:
Property, plant and equipment (note 5)			2,778,078				2,230,938
Investment in associate (note 6)			216,235				202,342
Other assets (note 7)			95,125				65,253
			3,089,438				2,498,533
		$	4,775,340			$	4,120,900
LIABILITIES AND EQUITY
Current liabilities:
Trade, other payables and accrued liabilities		$	566,881			$	618,181
Current maturities on long-term debt (note 8)			193,831				41,504
Current maturities on other long-term liabilities (note 9)			59,118				85,648
			819,830				745,333
Non-current liabilities:
Long-term debt (note 8)			1,528,207				1,126,802
Other long-term liabilities (note 9)			140,861				188,520
Deferred income tax liabilities (note 15)			233,225				154,912
			1,902,293				1,470,234
Equity:
Capital stock
25,000,000 authorized preferred shares without nominal or par value
Unlimited authorization of common shares without nominal or par value
Issued and outstanding common shares at December 31, 2014 were 92,326,487 (2013 – 96,100,969)			521,022				531,573
Contributed surplus			2,803				4,994
Retained earnings			1,262,961				1,126,700
Accumulated other comprehensive loss			(413	)			(5,544	)
Shareholders’ equity			1,786,373				1,657,723
Non-controlling interests			266,844				247,610
Total equity			2,053,217				1,905,333
		$	4,775,340			$	4,120,900

Commitments and contingencies (notes 6 and 21)

See accompanying notes to consolidated financial statements.

Approved by the Board:

 

A. Terence Poole (Director)		John Floren (Director)

 

42    2014 Methanex Corporation Annual Report

---

Consolidated Statements of Income

(thousands of US dollars, except number of common shares and per share amounts)

 

For the years ended December 31		2014				2013
Revenue		$	3,223,399			$	3,024,047
Cost of sales and operating expenses (note 10)			(2,425,821	)			(2,365,520	)
Depreciation and amortization (note 10)			(142,738	)			(123,335	)
Argentina gas settlement			42,000				–
Geismar project relocation expenses and charges (note 5)			–				(33,867	)
Write-off of oil and gas rights			–				(24,798	)
Operating income			696,840				476,527
Earnings of associate (note 6)			9,132				22,554
Finance costs (note 11)			(37,042	)			(56,407	)
Finance income and other expenses			(7,285	)			4,446
Income before income taxes			661,645				447,120
Income tax recovery (expense) (note 15):
Current			(79,865	)			(83,618	)
Deferred			(75,472	)			13,498
			(155,337	)			(70,120	)
Net income		$	506,308			$	377,000
Attributable to:
Methanex Corporation shareholders		$	454,610			$	329,167
Non-controlling interests			51,698				47,833
		$	506,308			$	377,000
Income per share for the period attributable to Methanex Corporation shareholders:
Basic net income per common share (note 12)		$	4.79			$	3.46
Diluted net income per common share (note 12)		$	4.55			$	3.41
Weighted average number of common shares outstanding			94,996,094				95,259,066
Diluted weighted average number of common shares outstanding			96,193,981				96,430,842

See accompanying notes to consolidated financial statements.

 

2014 Methanex Corporation Annual Report    43

---

Consolidated Statements of Comprehensive Income

(thousands of US dollars)

 

For the years ended December 31		2014				2013
Net income		$	506,308			$	377,000
Other comprehensive income, net of taxes:
Items that may be reclassified to income:
Change in fair value of forward exchange contracts (note 18)			849				(57	)
Change in fair value of interest rate swap contracts (notes 15 and 18)			412				(936	)
Realized loss on interest rate swap contracts reclassified to finance costs			9,137				10,808
Items that will not be reclassified to income:
Actuarial gains on defined benefit pension plans (notes 15 and 20(a))			32				5,362
			10,430				15,177
Comprehensive income		$	516,738			$	392,177
Attributable to:
Methanex Corporation shareholders		$	459,773			$	340,577
Non-controlling interests			56,965				51,600
		$	516,738			$	392,177

See accompanying notes to consolidated financial statements.

 

44    2014 Methanex Corporation Annual Report

---

Consolidated Statements of Changes in Equity

(thousands of US dollars, except number of common shares)

 

		Number of common shares						Capital stock				Contributed surplus				Retained earnings				Accumulated other comprehensive loss						Shareholders’ equity				Non-controlling interests						Total equity
Balance, December 31, 2012			94,309,970					$	481,779			$	15,481			$	805,661			$	(13,045	)				$	1,289,876			$	187,861					$	1,477,737
Net income			–						–				–				329,167				–						329,167				47,833						377,000
Other comprehensive income			–						–				–				5,362				6,048						11,410				3,767						15,177
Compensation expense recorded for stock options			–						–				722				–				–						722				–						722
Sale of partial interest in subsidiary			–						–				–				61,447				1,453						62,900				47,100						110,000
Issue of shares on exercise of stock options			1,790,999						38,585				–				–				–						38,585				–						38,585
Reclassification of grant-date fair value on exercise of stock options			–						11,209				(11,209	)			–				–						–				–						–
Dividend payments to Methanex Corporation shareholders			–						–				–				(74,937	)			–						(74,937	)			–						(74,937	)
Distributions to non-controlling interests			–						–				–				–				–						–				(39,951	)					(39,951	)
Equity contributions by non-controlling interests			–						–				–				–				–						–				1,000						1,000
Balance, December 31, 2013			96,100,969					$	531,573			$	4,994			$	1,126,700			$	(5,544	)				$	1,657,723			$	247,610					$	1,905,333
Net income			–						–				–				454,610				–						454,610				51,698						506,308
Other comprehensive income			–						–				–				32				5,131						5,163				5,267						10,430
Compensation expense recorded for stock options			–						–				777				–				–						777				–						777
Issue of shares on exercise of stock options			536,724						10,657				–				–				–						10,657				–						10,657
Reclassification of grant-date fair value on exercise of stock options			–						2,968				(2,968	)			–				–						–				–						–
Payments for shares repurchased			(4,311,206	)					(24,176	)			–				(228,468	)			–						(252,644	)			–						(252,644	)
Dividend payments to Methanex Corporation shareholders			–						–				–				(89,913	)			–						(89,913	)			–						(89,913	)
Distributions to non-controlling interests			–						–				–				–				–						–				(47,338	)					(47,338	)
Equity contributions by non-controlling interests			–						–				–				–				–						–				9,607						9,607
Balance, December 31, 2014			92,326,487					$	521,022			$	2,803			$	1,262,961			$	(413	)				$	1,786,373			$	266,844					$	2,053,217

See accompanying notes to consolidated financial statements.

 

2014 Methanex Corporation Annual Report    45

---

Consolidated Statements of Cash Flows

(thousands of US dollars)

 

For the years ended December 31		2014				2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net income		$	506,308			$	377,000
Deduct earnings of associate			(9,132	)			(22,554	)
Dividends received from associate			25,240				–
Add (deduct) non-cash items:
Depreciation and amortization			142,738				123,335
Asset impairment charge			–				24,798
Income tax expense			155,337				70,120
Share-based compensation expense (recovery)			(15,805	)			130,873
Finance costs			37,042				56,407
Other			8,549				1,364
Income taxes paid			(51,156	)			(42,739	)
Other cash payments, including share-based compensation			(56,030	)			(52,596	)
Cash flows from operating activities before undernoted			743,091				666,008
Changes in non-cash working capital (note 16)			57,926				(80,211	)
			801,017				585,797
CASH FLOWS FROM FINANCING ACTIVITIES
Payments for repurchase of shares			(252,644	)			–
Dividend payments to Methanex Corporation shareholders			(89,913	)			(74,937	)
Interest paid, including interest rate swap settlements			(52,995	)			(55,446	)
Net proceeds on issue of long-term debt			592,275				–
Repayment of long-term debt and limited recourse debt			(41,504	)			(39,491	)
Equity contributions by non-controlling interests			9,607				–
Cash distributions to non-controlling interests			(34,158	)			(39,951	)
Sale of partial interest in subsidiary			–				110,000
Proceeds on issue of shares on exercise of stock options			10,657				38,585
Proceeds from limited recourse debt			–				10,000
Loan to associate			(29,371	)			–
Other			(4,172	)			(2,777	)
Changes in non-cash working capital related to financing activities (note 16)			(8,913	)			–
			98,869				(54,017	)
CASH FLOWS FROM INVESTING ACTIVITIES
Property, plant and equipment			(84,168	)			(269,367	)
Geismar plants under construction			(573,844	)			(309,469	)
Other assets			(1,758	)			(15,608	)
Changes in non-cash working capital related to investing activities (note 16)			(21,252	)			68,015
			(681,022	)			(526,429	)
Increase in cash and cash equivalents			218,864				5,351
Cash and cash equivalents, beginning of year			732,736				727,385
Cash and cash equivalents, end of year		$	951,600			$	732,736

See accompanying notes to consolidated financial statements.

 

46    2014 Methanex Corporation Annual Report

---

Notes to Consolidated Financial Statements

(Tabular dollar amounts are shown in thousands of US dollars, except where noted)

Year ended December 31, 2014

1. Nature of operations:

Methanex Corporation (“the Company”) is an incorporated entity with corporate offices in Vancouver, Canada. The Company’s operations consist of the production and sale of methanol, a commodity chemical. The Company is the world’s largest producer and supplier of methanol to the major international markets of Asia Pacific, North America, Europe and South America.

2. Significant accounting policies:

a) Statement of compliance:

These consolidated financial statements are prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”). These consolidated financial statements were approved and authorized for issue by the Board of Directors on March 9, 2015.

b) Basis of presentation and consolidation:

These consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries, less than wholly owned entities for which it has a controlling interest and its equity-accounted joint venture. Wholly owned subsidiaries are entities in which the Company has control, directly or indirectly, where control is defined as the power to govern the financial and operating policies of an enterprise so as to obtain benefits from its activities. For less than wholly owned entities for which the Company has a controlling interest, a non-controlling interest is included in the Company’s consolidated financial statements and represents the non-controlling shareholders’ interest in the net assets of the entity. The Company also consolidates any special purpose entity where the substance of the relationship indicates the Company has control. All significant intercompany transactions and balances have been eliminated. Preparation of these consolidated financial statements requires estimates, judgments and assumptions that affect the amounts reported and disclosed in the financial statements and related notes. The areas of estimation and judgment that management considers most significant are property, plant and equipment (note 2(g)), financial instruments (note 2(o)), fair value measurement (note 2(p)) and income taxes (note 2(q)). Actual results could differ from those estimates.

c) Reporting currency and foreign currency translation:

Functional currency is the currency of the primary economic environment in which an entity operates. The majority of the Company’s business in all jurisdictions is transacted in United States dollars and, accordingly, these consolidated financial statements have been measured and expressed in that currency. The Company translates foreign currency denominated monetary items at the rates of exchange prevailing at the balance sheet dates, foreign currency denominated non-monetary items at historic rates, and revenues and expenditures at the rates of exchange at the dates of the transactions. Foreign exchange gains and losses are included in earnings.

d) Cash and cash equivalents:

Cash and cash equivalents include securities with maturities of three months or less when purchased.

e) Receivables:

The Company provides credit to its customers in the normal course of business. The Company performs ongoing credit evaluations of its customers and maintains reserves for potential credit losses. The Company records an allowance for doubtful accounts or writes down the receivable to estimated net realizable value if not collectible in full. Credit losses have historically been within the range of management’s expectations.

f) Inventories:

Inventories are valued at the lower of cost and estimated net realizable value. Cost is determined on a first-in, first-out basis and includes direct purchase costs, cost of production, allocation of production overhead and depreciation based on normal operating capacity, and transportation.

 

2014 Methanex Corporation Annual Report    47

---

g) Property, plant and equipment:

Initial recognition

Property, plant and equipment are initially recorded at cost. The cost of purchased equipment includes expenditures that are directly attributable to the purchase price, delivery and installation. The cost of self-constructed assets includes the cost of materials and direct labour, any other costs directly attributable to bringing the assets to the location and condition for their intended use, the costs of dismantling and removing the items and restoring the site on which they are located, and borrowing costs on self-constructed assets that meet certain criteria. Borrowing costs, including the impact of related cash flow hedges, incurred during construction and commissioning are capitalized until the plant is operating in the manner intended by management.

Subsequent costs

Routine repairs and maintenance costs are expensed as incurred. At regular intervals, the Company conducts a planned shutdown and inspection (turnaround) at its plants to perform major maintenance and replacement of catalysts. Costs associated with these shutdowns are capitalized and amortized over the period until the next planned turnaround and the carrying amounts of replaced components are derecognized and included in earnings.

Depreciation

Depreciation and amortization is generally provided on a straight-line basis at rates calculated to amortize the cost of property, plant and equipment from the commencement of commercial operations over their estimated useful lives to estimated residual value.

The estimated useful lives of the Company’s buildings, plant installations and machinery, excluding costs related to turnarounds, ranges from 10 to 25 years depending on the specific asset component and the production facility to which it is related. The Company determines the estimated useful lives of individual asset components based on the shorter of its physical life or economic life. The physical life of these assets is generally longer than the economic life. The economic life is primarily determined by the nature of the natural gas feedstock available to the various production facilities. Factors that influence the nature of natural gas feedstock availability include the terms of individual natural gas supply contracts, access to natural gas supply through open markets, regional factors influencing the exploration and development of natural gas, and the expected price of securing natural gas supply. The Company reviews the factors related to each production facility on an annual basis to determine if changes are required to the estimated useful lives.

Assets under finance lease are depreciated to their estimated residual value based on the shorter of their useful lives and the lease term.

Oil and gas properties

Costs incurred for oil and gas properties with proven reserves are capitalized to property, plant and equipment, including the reclassification of associated exploration costs and abandoned properties. These costs are depreciated using a unit-of-production method, taking into consideration estimated proven reserves and estimated future development costs. Proven and probable reserves for oil and gas properties are estimated based on independent reserve reports and represent the estimated quantities of natural gas that are considered commercially feasible. These reserve estimates are used to determine depreciation and to assess the carrying value of oil and gas properties. The accounting for costs incurred for oil and gas exploration properties that do not have proven reserves is described in note 2(h).

Impairment

The Company reviews the carrying value of long-lived assets for impairment whenever events or changes in circumstances indicate an asset’s carrying value may not be recoverable. Examples of such events or changes in circumstances include, but are not restricted to: a significant adverse change in the extent or manner in which the asset is being used or in its physical condition; a significant change in the long-term methanol price or in the price or availability of natural gas feedstock required to manufacture methanol; a significant adverse change in legal factors or in the business climate that could affect the asset’s value, including an adverse action or assessment by a foreign government that impacts the use of the asset; or a current-period operating or cash flow loss combined with a history of operating or cash flow losses, or a projection or forecast that demonstrates continuing losses associated with the asset’s use.

Recoverability of long-lived assets is measured by comparing the carrying value of an asset or cash-generating unit to the estimated recoverable amount, which is the higher of its estimated fair value less cost to sell or its value in use. Value in use is determined by estimating the pre-tax cash flows expected to be generated from the asset or cash-generating unit over its estimated useful life discounted by a pre-tax discount rate. An impairment writedown is recorded for the difference that the carrying value exceeds the estimated recoverable amount. An impairment writedown recognized in prior periods for an asset or cash-generating unit is reversed if there has been a subsequent recovery in the value of the asset or cash-generating unit due to changes in events and circumstances. For purposes of recognition and measurement of an impairment writedown, the Company groups long-lived assets with other assets and liabilities to form a “cash-generating unit” at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and

 

48    2014 Methanex Corporation Annual Report

---

liabilities. To the extent that methanol facilities in a particular location are interdependent as a result of common infrastructure and/or feedstock from shared sources that can be shared within a facility location, the Company groups assets based on site locations for the purpose of determining impairment.

h) Other assets:

Intangible assets are capitalized to other assets and amortized to depreciation and amortization expense on an appropriate basis to charge the cost of the assets against earnings.

Financing fees related to undrawn credit facilities are capitalized to other assets and amortized to finance costs over the term of the credit facility.

Costs incurred for oil and gas exploration properties that do not have proven reserves are capitalized to other assets. Upon determination of proven reserves and internal approval for development, these costs are transferred to property, plant and equipment and are depreciated using a unit-of-production method based on estimated proven reserves. Costs are also transferred to property, plant and equipment and become subject to depreciation when the associated properties have been deemed abandoned by management. Upon transfer to property, plant and equipment an impairment assessment is performed. The Company assesses the recoverability of oil and gas exploration properties as part of a cash-generating unit as described in note 2(g).

i) Leases:

Leasing contracts are classified as either finance or operating leases. Where the contracts are classified as operating leases, payments are charged to income in the year they are incurred. A lease is classified as a finance lease if it transfers substantially all of the risks and rewards of ownership of the leased asset. The asset and liability associated with a finance lease are recorded at the lower of fair value and the present value of the minimum lease payments, net of executory costs. Lease payments are apportioned between interest expense and repayments of the liability.

j) Site restoration costs:

The Company recognizes a liability to dismantle and remove assets or to restore a site upon which the assets are located. The Company estimates the fair value of the liability by determining the current market cost required to settle the site restoration costs, adjusts for inflation through to the expected date of the expenditures and then discounts this amount back to the date when the obligation was originally incurred. As the liability is initially recorded on a discounted basis, it is increased each period until the estimated date of settlement. The resulting expense is referred to as accretion expense and is included in finance costs. The Company reviews asset retirement obligations and adjusts the liability and corresponding asset as necessary to reflect changes in the estimated future cash flows, timing, inflation and discount rates underlying the fair value measurement.

k) Employee future benefits:

The Company has non-contributory defined benefit pension plans covering certain employees and defined contribution pension plans. The Company does not provide any significant post-retirement benefits other than pension plan benefits. For defined benefit pension plans, the net of the present value of the defined benefit obligation and the fair value of plan assets is recorded to the consolidated statements of financial position. The determination of the defined benefit obligation and associated pension cost is based on certain actuarial assumptions including inflation rates, mortality, plan expenses, salary growth and discount rates. The present value of the net defined benefit obligation (asset) is determined by discounting the net estimated future cash flows using current market bond yields that have terms to maturity approximating the terms of the net obligation. Actuarial gains and losses arising from differences between these assumptions and actual results are recognized in other comprehensive income and recorded in retained earnings. The Company recognizes gains and losses on the settlement of a defined benefit plan in income when the settlement occurs. The cost for defined contribution benefit plans is recognized in net income as earned by the employees.

l) Share-based compensation:

The Company grants share-based awards as an element of compensation. Share-based awards granted by the Company can include stock options, tandem share appreciation rights, share appreciation rights, deferred share units, restricted share units or performance share units.

For stock options granted by the Company, the cost of the service received is measured based on an estimate of the fair value at the date of grant. The grant-date fair value is recognized as compensation expense over the vesting period with a corresponding increase in contributed surplus. On the exercise of stock options, consideration received, together with the compensation expense previously recorded to contributed surplus, is credited to share capital. The Company uses the Black-Scholes option pricing model to estimate the fair value of each stock option tranche at the date of grant.

 

2014 Methanex Corporation Annual Report    49

---

Share appreciation rights (“SARs”) are units that grant the holder the right to receive a cash payment upon exercise for the difference between the market price of the Company’s common shares and the exercise price that is determined at the date of grant. Tandem share appreciation rights (“TSARs”) give the holder the choice between exercising a regular stock option or a SAR. For SARs and TSARs, the cost of the service received is initially measured based on an estimate of the fair value at the date of grant. The grant-date fair value is recognized as compensation expense over the vesting period with a corresponding increase in liabilities. For SARs and TSARs, the liability is re-measured at each reporting date based on an estimate of the fair value with changes in fair value recognized as compensation expense for the proportion of the service that has been rendered at that date. The Company uses the Black-Scholes option pricing model to estimate the fair value for SARs and TSARs.

Deferred, restricted and performance share units are grants of notional common shares that are redeemable for cash based on the market value of the Company’s common shares and are non-dilutive to shareholders. Performance share units have an additional feature where the ultimate number of units that vest will be determined by the Company’s total shareholder return in relation to a predetermined target over the period to vesting. The number of units that will ultimately vest will be in the range of 50% to 120% of the original grant for grants prior to 2014 and in the range of 25% to 150% for subsequent grants. For deferred, restricted and performance share units, the cost of the service received as consideration is initially measured based on the market value of the Company’s common shares at the date of grant. The grant-date fair value is recognized as compensation expense over the vesting period with a corresponding increase in liabilities. Deferred, restricted and performance share units are re-measured at each reporting date based on the market value of the Company’s common shares with changes in fair value recognized as compensation expense for the proportion of the service that has been rendered at that date.

Additional information related to the stock option plan, tandem share appreciation rights, share appreciation rights and the deferred, restricted and performance share units is described in note 13.

m) Net income per common share:

The Company calculates basic net income per common share by dividing net income attributable to Methanex shareholders by the weighted average number of common shares outstanding and calculates diluted net income per common share under the treasury stock method. Under the treasury stock method, diluted net income per common share is calculated by considering the potential dilution that would occur if outstanding stock options and, under certain circumstances, TSARs were exercised or converted to common shares. Stock options and TSARs are considered dilutive when the average market price of the Company’s common shares during the period disclosed exceeds the exercise price of the stock option or TSAR.

Outstanding TSARs may be settled in cash or common shares at the holder’s option. For the purposes of calculating diluted net income per common share, the more dilutive of the cash-settled or equity-settled method is used, regardless of how the plan is accounted for. Accordingly, TSARs that are accounted for using the cash-settled method will require adjustments to the numerator and denominator if the equity-settled method is determined to have a dilutive effect on diluted net income per common share.

The calculation of basic net income per common share and a reconciliation to diluted net income per common share is presented in note 12.

n) Revenue recognition:

Revenue is recognized based on individual contract terms when the risk of loss to the product transfers to the customer, which usually occurs at the time shipment is made. Revenue is recognized at the time of delivery to the customer’s location if the Company retains risk of loss during shipment. For methanol sold on a consignment basis, revenue is recognized when the customer consumes the methanol. For methanol sold on a commission basis, the commission income is included in revenue when earned.

o) Financial instruments:

The Company enters into derivative financial instruments to manage certain exposures to commodity price volatility, foreign exchange volatility and variable interest rate volatility. Financial instruments are classified into one of five categories and, depending on the category, will either be measured at amortized cost or fair value. Held-to-maturity investments, loans and receivables and other financial liabilities are measured at amortized cost. Financial assets and liabilities held-for-trading and available-for-sale financial assets are measured at fair value. Changes in the fair value of held-for-trading financial assets and liabilities are recognized in net income and changes in the fair value of available-for-sale financial assets are recorded in other comprehensive income until the investment is derecognized or impaired at which time the amounts would be recorded in net income. The Company classifies cash and cash equivalents and trade and other receivables as loans and receivables. Trade, other payables and accrued liabilities, long-term debt, net of financing costs, and other long-term liabilities are classified as other financial liabilities.

 

50    2014 Methanex Corporation Annual Report

---

Under these standards, derivative financial instruments, including embedded derivatives, are classified as held-for-trading and are recorded in the consolidated statements of financial position at fair value unless they are in accordance with the Company’s normal purchase, sale or usage requirements. The valuation of derivative financial instruments is a critical accounting estimate due to the complex nature of these products, the degree of judgment required to appropriately value these products and the potential impact of such valuation on the Company’s financial statements. The Company records all changes in fair value of held-for-trading derivative financial instruments in net income unless the instruments are designated as cash flow hedges. The Company enters into and designates as cash flow hedges certain forward exchange purchase and sales contracts to hedge foreign exchange exposure on anticipated purchases or sales. The Company also enters into and designates as cash flow hedges certain interest rate swap contracts to hedge variable interest rate exposure on its limited recourse debt. The Company assesses at inception and on an ongoing basis whether the hedges are and continue to be effective in offsetting changes in the cash flows of the hedged transactions. The effective portion of changes in the fair value of these hedging instruments is recognized in other comprehensive income. Any gain or loss in fair value relating to the ineffective portion is recognized immediately in net income. Until settled, the fair value of the derivative financial instruments will fluctuate based on changes in foreign exchange or variable interest rates.

p) Fair value measurements:

Fair value is 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. Fair value measurements within the scope of IFRS 13 are categorized into Level 1, 2 or 3 based on the degree to which the inputs are observable and the significance of the inputs to the fair value measurement in its entirety. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date. Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability. Financial instruments measured at fair value and categorized within the fair value hierarchy are disclosed in note 18.

q) Income taxes:

Income tax expense represents current tax and deferred tax. The Company records current tax based on the taxable profits for the period calculated using tax rates that have been enacted or substantively enacted by the reporting date. Income taxes relating to uncertain tax positions are provided for based on the Company’s best estimate, including related interest and penalty charges. Deferred income taxes are accounted for using the liability method. The liability method requires that income taxes reflect the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities and their tax bases. Deferred income tax assets and liabilities are determined for each temporary difference based on currently enacted or substantially enacted tax rates that are expected to be in effect when the underlying items are expected to be realized. The effect of a change in tax rates or tax legislation is recognized in the period of substantive enactment. Deferred tax assets, such as non-capital loss carryforwards, are recognized to the extent it is probable that taxable profit will be available against which the asset can be utilized.

The Company accrues for taxes that will be incurred upon distributions from its subsidiaries when it is probable that the earnings will be repatriated.

r) Provisions:

Provisions are recognized where a legal or constructive obligation has been incurred as a result of past events, it is probable that an outflow of resources will be required to settle the obligation, and a reliable estimate of the amount of the obligation can be made. Provisions are measured at the present value of the expenditures expected to be required to settle the obligation.

s) Segmented information:

The Company’s operations consist of the production and sale of methanol, which constitutes a single operating segment.

t) Reclassification of transactions with associate:

The Company has a 63.1% equity interest in the Atlas Methanol Company Unlimited (“Atlas”) accounted for as an investment in associate. During 2014, the Company reclassified the presentation of certain profit amounts on the purchases of inventory from associate. As a result, $14 million after-tax was reclassified from investment in associate to inventory in the consolidated statement of financial position as at December 31, 2013 with the tax impact reflected in deferred income tax liabilities and $8 million was reclassified from earnings of associate to cost of sales and operating expenses in the consolidated statement of income for the year ended December 31, 2013 with the tax impact reflected in deferred income tax expense. This change in presentation was applied retroactively and impacted the comparative disclosures relating to inventories (note 4), equity-accounted investees (note 6), expenses by nature and function (note 10), income and other taxes (note 15), changes in non-cash working capital (note 16) and related parties (note 22).

 

2014 Methanex Corporation Annual Report    51

---

u) Anticipated changes to International Financial Reporting Standards:

In May 2014, the IASB issued IFRS 15, Revenue from Contracts with Customers (“IFRS 15”) establishing a comprehensive framework for revenue recognition. The standard replaces IAS 18, Revenue and IAS 11, Construction Contracts and related interpretations and is effective for annual periods beginning on or after January 1, 2017, with early adoption permitted. The Company is in the process of determining the impact of IFRS 15 on its consolidated financial statements.

In July 2014, the IASB issued the final version of IFRS 9, Financial Instruments (“IFRS 9”), which reflects all phases of the financial instruments project and replaces IAS 39, Financial Instruments: Recognition and Measurement (“IAS 39”), and all previous versions of IFRS 9. The standard introduces new requirements for classification and measurement, impairment, and hedge accounting. IFRS 9 is effective for annual periods beginning on or after January 1, 2018, with early application permitted. The Company has chosen to early adopt IFRS 9 commencing January 1, 2015. The adoption of IFRS 9 will have an effect on the classification of the Company’s financial assets, but no impact on the classification of the Company’s financial liabilities. Specifically, cash and cash equivalents and trade and other receivables previously classified as loans and receivables at amortized cost will be reclassified to financial assets at amortized cost with no resulting change in carrying value. Upon adoption of IFRS 9, the Company’s existing hedging relationships that qualified for hedge accounting under IAS 39 were reassessed and will continue under the new hedge accounting requirements in IFRS 9.

The Company does not expect that any other new or amended standards or interpretations that are effective as of January 1, 2015 will have a significant impact on the Company’s results of operations or financial position.

3. Trade and other receivables:

 

As at		Dec 31 2014				Dec 31 2013
Trade		$	319,231			$	426,506
Value-added and other tax receivables			46,059				71,892
Other			39,073				35,732
		$	404,363			$	534,130

4. Inventories:

Inventories are valued at the lower of cost, determined on a first-in first-out basis, and estimated net realizable value. The amount of inventories included in cost of sales and operating expenses and depreciation and amortization for the year ended December 31, 2014 is $2,330 million (2013 – $2,101 million).

 

52    2014 Methanex Corporation Annual Report

---

5. Property, plant and equipment:

 

		Buildings, plant installations and machinery				Plant under construction				Oil and gas properties				Finance leases				Other						TOTAL
Cost at January 1, 2014		$	3,068,367			$	393,044			$	86,312			$	32,230			$	82,556					$	3,662,509
Additions			59,978				601,869				1,664				–				24,290						687,801
Disposals and other			(31,145	)			1,102				(290	)			–				(102	)					(30,435	)
Cost at December 31, 2014		$	3,097,200			$	996,015			$	87,686			$	32,230			$	106,744					$	4,319,875
Accumulated depreciation at January 1, 2014		$	1,289,455			$	–			$	78,228			$	27,874			$	36,014					$	1,431,571
Disposals and other			(37,966	)			–				–				–				(100	)					(38,066	)
Depreciation			132,611				–				5,914				2,614				7,153						148,292
Accumulated depreciation at December 31, 2014		$	1,384,100			$	–			$	84,142				30,488			$	43,067					$	1,541,797
Net book value at December 31, 2014		$	1,713,100			$	996,015			$	3,544			$	1,742			$	63,677					$	2,778,078

 

		Buildings, plant installations and machinery				Plant under construction				Oil and gas properties				Finance leases				Other						TOTAL
Cost at January 1, 2013		$	2,833,783			$	75,238			$	80,368			$	32,230			$	68,906					$	3,090,525
Additions			257,571				317,806				5,957				–				13,615						594,949
Disposals and other			(22,987	)			–				(13	)			–				35						(22,965	)
Cost at December 31, 2013		$	3,068,367			$	393,044			$	86,312			$	32,230			$	82,556					$	3,662,509
Accumulated depreciation at January 1, 2013		$	1,199,941			$	–			$	74,151			$	25,261			$	28,299					$	1,327,652
Disposals and other			(14,673	)			–				–				–				(120	)					(14,793	)
Depreciation			104,187				–				4,077				2,613				7,835						118,712
Accumulated depreciation at December 31, 2013		$	1,289,455			$	–			$	78,228			$	27,874			$	36,014					$	1,431,571
Net book value at December 31, 2013		$	1,778,912			$	393,044			$	8,084			$	4,356			$	46,542					$	2,230,938

Included in finance leases at December 31, 2014 and 2013 are capitalized costs of $32.2 million relating to the oxygen production facilities in Trinidad accounted for as finance leases (note 9). The net book value of these assets as at December 31, 2014 was $1.7 million (2013 – $4.4 million).

Other property, plant and equipment includes ocean-shipping vessels with a total net book value of $30.9 million at December 31, 2014 (2013 – $33.2 million) and ocean vessels under construction of $19.1 million (2013 – nil).

For the year ended December 31, 2014, the Company incurred $601.9 million (2013 – $351.7 million) in capital expenditures related to the Geismar project.

 

2014 Methanex Corporation Annual Report    53

---

6. Interest in Atlas joint venture:

a) The Company has a 63.1% equity interest in the Atlas joint venture. Atlas owns a 1.8 million tonne per year methanol production facility in Trinidad. The shareholder agreement governing Atlas establishes joint control between the owners. Summarized financial information of Atlas (100% basis) is as follows:

 

Consolidated statements of financial position as at		Dec 31 2014				Dec 31 2013
Cash and cash equivalents		$	24,834			$	20,776
Other current assets1			70,594				128,232
Non-current assets			352,616				378,890
Current liabilities1			(29,442	)			(47,359	)
Long-term debt, including current maturities			–				(56,752	)
Other long-term liabilities, including current maturities			(145,336	)			(124,994	)
Net assets at 100%		$	273,266			$	298,793
Net assets at 63.1%		$	172,431			$	188,539
Long-term receivable from Atlas1, 2			43,804				13,803
Investment in associate		$	216,235			$	202,342

 

Consolidated statements of income for the years ended December 31		2014				2013
Revenue1		$	363,570			$	359,309
Cost of sales and depreciation and amortization			(334,648	)			(301,479	)
Operating income			28,922				57,830
Finance costs, finance income and other expenses			(10,438	)			(12,899	)
Income tax expense			(4,011	)			(9,188	)
Net earnings at 100%		$	14,473			$	35,743
Earnings of associate at 63.1%		$	9,132			$	22,554
Dividends received from associate		$	25,240			$	–

 

1	Includes related party transactions between Atlas and the Company (see note 22).

 

2	During the year ended December 31, 2014, the Company extended a $29.4 million unsecured loan to Atlas due December 4, 2024 with interest due semi-annually.

b) Contingent liability:

The Board of Inland Revenue of Trinidad and Tobago has issued assessments against Atlas in respect of the 2005, 2006, 2007 and 2008 financial years. All subsequent tax years remain open to assessment. The assessments relate to the pricing arrangements of certain long-term fixed price sales contracts from 2005 to 2019 related to methanol produced by Atlas. Atlas had partial relief from corporation income tax until late July 2014.

The Company has lodged objections to the assessments. Based on the merits of the cases and legal interpretation, management believes its position should be sustained.

7. Other assets:

 

As at		Dec 31 2014				Dec 31 2013
Restricted cash		$	37,090			$	45,623
Chile VAT receivable			24,778				–
Deferred financing costs, net of accumulated amortization			2,309				1,655
Investment in Carbon Recycling International			4,502				4,502
Defined benefit pension plans (note 20)			5,968				6,777
Canadian income tax installments			4,400				–
Other			16,078				6,696
		$	95,125			$	65,253

 

54    2014 Methanex Corporation Annual Report

---

8. Long-term debt:

 

As at		Dec 31 2014				Dec 31 2013
Unsecured notes:
(i)    6.00% due August 15, 2015		$	149,835			$	149,581
(ii)    3.25% due December 15, 2019			345,387				344,530
(iii)   5.25% due March 1, 2022			246,991				246,650
(iv)   4.25% due December 1, 2024			296,073				–
(v)    5.65% due December 1, 2044			294,936				–
			1,333,222				740,761
Egypt limited recourse debt facilities:
Four facilities with interest payable semi-annually with rates based on LIBOR plus a spread ranging from 1.0% to 1.7% per annum. Principal is paid in 24 semi-annual payments, which commenced in September 2010.			368,678				404,722
Other limited recourse debt			20,138				22,823
Total long-term debt1			1,722,038				1,168,306
Less current maturities			(193,831	)			(41,504	)
		$	1,528,207			$	1,126,802

 

1	Total debt is presented net of discounts and deferred financing fees of $24.2 million at December 31, 2014 (2013 – $18.8 million).

During 2014, the Company issued $300 million in unsecured notes bearing a coupon of 4.25% due December 1, 2024 and $300 million of unsecured notes bearing a coupon of 5.65% due December 1, 2044.

The Egypt limited recourse debt facilities bear interest at LIBOR plus a spread. The Company has entered into interest rate swap contracts to swap the LIBOR-based interest payments for an average aggregated fixed rate of 4.8% plus a spread on approximately 75% of the Egypt limited recourse debt facilities for the period to March 31, 2015 (note 18).

Other limited recourse debt includes a limited recourse facility with a remaining term of approximately two years, with interest payable at LIBOR plus 2.25%, a limited recourse facility with a remaining term of approximately five years with interest payable at LIBOR plus 0.75% and another limited recourse debt facility with a remaining term of approximately two years with interest payable at LIBOR plus 2.5%.

For the year ended December 31, 2014, non-cash accretion, on an effective interest basis, of deferred financing costs included in finance costs was $3.6 million (2013 – $3.4 million).

The minimum principal payments for long-term debt in aggregate and for each of the five succeeding years are as follows:

 

2015		$	193,996
2016			56,047
2017			46,897
2018			49,972
2019			403,000
Thereafter			996,326
		$	1,746,238

The covenants governing the Company’s unsecured notes apply to the Company and its subsidiaries, excluding the Egypt entity (“limited recourse subsidiaries”), and include restrictions on liens, sale and lease-back transactions, a merger or consolidation with another corporation or sale of all or substantially all of the Company’s assets. The indenture also contains customary default provisions.

During 2014, the Company renewed and extended its $400 million unsecured credit facility with a syndicate of highly rated financial institutions that expires in December 2019. This facility contains covenant and default provisions in addition to those of the unsecured notes as described above. Significant covenants and default provisions under this facility include:

 

a)

the obligation to maintain an EBITDA to interest coverage ratio of greater than 2:1 calculated on a four-quarter trailing basis and a debt to capitalization ratio of less than or equal to 55%, in accordance with definitions in the credit agreement that include adjustments related to the limited recourse subsidiaries,

 

b)

a default if payment is accelerated by the creditor on any indebtedness of $25 million or more of the Company and its subsidiaries, except for the limited recourse subsidiaries; and

 

2014 Methanex Corporation Annual Report    55

---

c)

a default if a default occurs that permits the creditor to demand repayment on any other indebtedness of $50 million or more of the Company and its subsidiaries, except for the limited recourse subsidiaries.

The Egypt limited recourse debt facilities are described as limited recourse as they are secured only by the assets of the Egypt entity. Accordingly, the lenders to the limited recourse debt facilities have no recourse to the Company or its other subsidiaries. The Egypt limited recourse debt facilities have covenants and default provisions that apply only to the Egypt entity, including restrictions on the incurrence of additional indebtedness and a requirement to fulfill certain conditions before the payment of cash or other distributions.

Failure to comply with any of the covenants or default provisions of the long-term debt facilities described above could result in a default under the applicable credit agreement that would allow the lenders to not fund future loan requests, accelerate the due date of the principal and accrued interest on any outstanding loans or restrict the payment of cash or other distributions.

At December 31, 2014, management believes the Company was in compliance with all significant terms and default provisions related to long-term debt obligations.

9. Other long-term liabilities:

 

As at		Dec 31 2014				Dec 31 2013
Site restoration costs(a)		$	23,830			$	16,410
Deferred gas payments(b)			52,030				55,918
Finance lease obligations(c)			3,031				7,204
Share-based compensation liability (note 13)			84,774				148,195
Fair value of Egypt interest rate swap (note 18)			6,474				19,829
Defined benefit pension plans (note 20)			22,149				26,612
Other			7,691				–
			199,979				274,168
Less current maturities			(59,118	)			(85,648	)
		$	140,861			$	188,520

a) Site restoration costs:

The Company has accrued liabilities related to the decommissioning and reclamation of its methanol production sites and oil and gas properties. Because of uncertainties in estimating the amount and timing of the expenditures related to the sites, actual results could differ from the amounts estimated. At December 31, 2014, the total undiscounted amount of estimated cash flows required to settle the liabilities was $31.5 million (2013 – $21.8 million). The movement in the provision during the year is explained as follows:

 

		2014				2013
Balance at January 1		$	16,410			$	21,789
New or revised provisions			7,107				(5,089	)
Amounts charged against provisions			–				(577	)
Accretion expense			313				287
Balance at December 31		$	23,830			$	16,410

b) Deferred gas payments:

The Company has a liability of $55.9 million (2013 – $73.9 million) related to deferred natural gas payments that is payable in installments in 2015 and 2016, of which $3.9 million (2013 – $18.0 million), representing the current portion, has been recorded in trade, other payables and accrued liabilities. At December 31, 2014, the total undiscounted amount of estimated cash flows required to settle the liability was $56.4 million (2013 – $74.4 million).

c) Finance lease obligations:

At December 31, 2014, the Company has a finance lease obligation related to an oxygen production facility in Trinidad that is set to expire in 2015. Total lease payments for 2015 of $3.1 million include an interest component of $0.1 million.

 

56    2014 Methanex Corporation Annual Report

---

10. Expenses:

 

For the years ended December 31		2014				2013
Cost of sales		$	2,202,586			$	2,044,818
Selling and distribution			327,621				303,044
Administrative expenses			38,352				140,993
Total expenses by function		$	2,568,559			$	2,488,855
Cost of raw materials and purchased methanol		$	1,847,138			$	1,661,140
Ocean freight and other logistics			287,350				256,461
Employee expenses, including share-based compensation			124,111				274,463
Other expenses			167,222				173,456
Cost of sales and operating expenses		$	2,425,821			$	2,365,520
Depreciation and amortization			142,738				123,335
Total expenses by nature		$	2,568,559			$	2,488,855

11. Finance costs:

 

For the years ended December 31		2014				2013
Finance costs		$	65,067			$	64,742
Less capitalized interest			(28,025	)			(8,335	)
		$	37,042			$	56,407

Finance costs are primarily comprised of interest on borrowings and finance lease obligations, the effective portion of interest rate swaps designated as cash flow hedges, amortization of deferred financing fees, and accretion expense associated with site restoration costs. The Company has interest rate swap contracts on its Egypt limited recourse debt facilities to swap the LIBOR-based interest payments for an average aggregated fixed rate of 4.8% plus a spread on approximately 75% of the Egypt limited recourse debt facilities for the period to March 31, 2015. For the year ended December 31, 2014, interest rate swap payments recognized in finance costs were $13.6 million (2013 – $14.4 million). Capitalized interest relates to interest capitalized during construction until a plant is substantially completed and ready for productive use.

12. Net income per common share:

Diluted net income per common share is calculated by considering the potential dilution that would occur if outstanding stock options and, under certain circumstances, TSARs were exercised or converted to common shares.

Outstanding TSARs may be settled in cash or common shares at the holder’s option and for purposes of calculating diluted net income per common share, the more dilutive of the cash-settled and equity-settled method is used, regardless of how the plan is accounted for. Accordingly, TSARs that are accounted for using the cash-settled method will require adjustments to the numerator and denominator if the equity-settled method is determined to have a dilutive effect on diluted net income per common share as compared to the cash-settled method. The equity settled method was more dilutive for the year ended December 31, 2014.

 

2014 Methanex Corporation Annual Report    57

---

A reconciliation of the numerator used for the purposes of calculating diluted net income per common share is as follows:

 

For the years ended December 31		2014				2013
Numerator for basic net income per common share		$	454,610			$	329,167
Adjustment for the effect of TSARs:
Cash-settled recovery included in net income			(11,286	)			–
Equity-settled expense			(5,627	)			–
Numerator for diluted net income per common share		$	437,697			$	329,167

Stock options and, if calculated using the equity-settled method, TSARs are considered dilutive when the average market price of the Company’s common shares during the period disclosed exceeds the exercise price of the stock option or TSAR. A reconciliation of the denominator used for the purposes of calculating basic and diluted net income per common share is as follows:

 

For the years ended December 31		2014				2013
Denominator for basic net income per common share			94,996,094				95,259,066
Effect of dilutive stock options			545,421				1,171,776
Effect of dilutive TSARs			652,466				–
Denominator for diluted net income per common share			96,193,981				96,430,842

For the years ended December 31, 2014 and 2013, basic and diluted net income per common share attributable to Methanex shareholders were as follows:

 

For the years ended December 31		2014				2013
Basic net income per common share		$	4.79			$	3.46
Diluted net income per common share		$	4.55			$	3.41

13. Share-based compensation:

The Company provides share-based compensation to its directors and certain employees through grants of stock options, TSARs, SARs and deferred, restricted or performance share units.

At December 31, 2014, the Company had 1,370,271 common shares reserved for future grants of stock options and tandem share appreciation rights under the Company’s stock option plan.

a) Share appreciation rights and tandem share appreciation rights:

All SARs and TSARs granted have a maximum term of seven years with one-third vesting each year after the date of grant. SARs and TSARs units outstanding at December 31, 2014 are as follows:

 

		SARs										TSARs
		Number of units				Exercise price USD						Number of units				Exercise price USD
Outstanding at December 31, 2012			897,525			$	28.63						1,815,535			$	28.45
Granted			360,900				38.24						544,200				38.24
Exercised			(159,808	)			27.10						(496,250	)			26.49
Cancelled			(5,500	)			30.86						(4,900	)			31.36
Outstanding at December 31, 2013			1,093,117			$	32.02						1,858,585			$	31.83
Granted			230,590				71.85						311,950				72.30
Exercised			(217,810	)			29.36						(421,250	)			29.69
Cancelled			(20,650	)			44.62						(17,100	)			36.07
Outstanding at December 31, 2014			1,085,247			$	40.78						1,732,185			$	39.59

 

58    2014 Methanex Corporation Annual Report

---

Information regarding the SARs and TSARs outstanding at December 31, 2014 is as follows:

 

		Units outstanding at December 31, 2014														Units exercisable at December 31, 2014
Range of exercise prices		Weighted average remaining contractual life (years)				Number of units outstanding				Weighted average exercise price						Number of units exercisable				Weighted average exercise price
SARs
$23.36 to $73.13			4.5				1,085,247			$	40.78						515,543			$	30.33
TSARs
$23.36 to $73.13			4.4				1,732,185			$	39.59						861,101			$	30.21

The fair value of each outstanding SARs and TSARs grant was estimated on December 31, 2014 using the Black-Scholes option pricing model with the following weighted average assumptions:

 

		2014				2013
Risk-free interest rate			0.5%				0.4%
Expected dividend yield			2%				1%
Expected life of SARs and TSARs			2 YEARS				2 YEARS
Expected volatility			32%				29%
Expected forfeitures			0.4%				1%
Weighted average fair value (USD per share)		$	12.72			$	28.02

Compensation expense for SARs and TSARs is measured based on their fair value and is recognized over the vesting period. Changes in fair value in each period are recognized in net income for the proportion of the service that has been rendered at each reporting date. The fair value at December 31, 2014 was $34.1 million compared with the recorded liability of $32.5 million. The difference between the fair value and the recorded liability of $1.6 million will be recognized over the weighted average remaining vesting period of approximately 2 years.

For the year ended December 31, 2014, compensation expense related to SARs and TSARs included a recovery in cost of sales and operating expenses of $14.5 million (2013 – expense of $70.7 million). This included a recovery of $24.5 million (2013 – expense of $61.2 million) related to the effect of the change in the Company’s share price.

b) Deferred, restricted and performance share units:

Deferred, restricted and performance share units outstanding at December 31, 2014 are as follows:

 

		Number of deferred share units						Number of restricted share units						Number of performance share units
Outstanding at December 31, 2012			566,850						38,883						1,053,869
Granted			11,009						22,500						304,600
Granted performance factor1			–						–						82,035
Granted in lieu of dividends			8,103						971						15,835
Redeemed			(239,148	)					(18,223	)					(492,212	)
Cancelled			–						–						(17,681	)
Outstanding at December 31, 2013			346,814						44,131						946,446
Granted			4,200						7,000						139,160
Granted performance factor1			–						–						55,677
Granted in lieu of dividends			5,183						714						12,842
Redeemed			(54,039	)					(21,480	)					(334,062	)
Cancelled			–						–						(21,119	)
Outstanding at December 31, 2014			302,158						30,365						798,944

 

1	Performance share units have a feature where the ultimate number of units that vest are adjusted by a performance factor of the original grant as determined by the Company’s total shareholder return in relation to a predetermined target over the period to vesting.

 

2014 Methanex Corporation Annual Report    59

---

Compensation expense for deferred, restricted and performance share units is measured at fair value based on the market value of the Company’s common shares and is recognized over the vesting period. Changes in fair value are recognized in net income for the proportion of the service that has been rendered at each reporting date. The fair value of deferred, restricted and performance share units at December 31, 2014 was $55.6 million compared with the recorded liability of $52.0 million. The difference between the fair value and the recorded liability of $3.6 million will be recognized over the weighted average remaining vesting period of approximately 1 year.

For the year ended December 31, 2014, compensation expense related to deferred, restricted and performance share units included in cost of sales and operating expenses was a recovery of $2.1 million (2013 – expense of $59.5 million). This included a recovery of $13.6 million (2013 – expense of $49.2 million) related to the effect of the change in the Company’s share price.

c) Stock options:

The exercise price of each incentive stock option is equal to the quoted market price of the Company’s common shares at the date of the grant. Options granted have a maximum term of seven years with one-third of the options vesting each year after the date of grant.

Common shares reserved for outstanding incentive stock options at December 31, 2014 and 2013 are as follows:

 

		Number of stock options				Weighted average exercise price
Outstanding at December 31, 2012			2,982,947			$	19.97
Granted			75,600				38.24
Exercised			(1,790,999	)			21.40
Cancelled			(48,128	)			16.13
Outstanding at December 31, 2013			1,219,420			$	19.15
Granted			45,600				73.13
Exercised			(536,724	)			19.72
Cancelled			(6,200	)			43.10
Expired			(22,835	)			22.82
Outstanding at December 31, 2014			699,261			$	21.90

Information regarding the stock options outstanding at December 31, 2014 is as follows:

 

		Options outstanding at December 31, 2014														Options exercisable at December 31, 2014
Range of exercise prices		Weighted average remaining contractual life (years)				Number of stock options outstanding				Weighted average exercise price						Number of stock options exercisable				Weighted average exercise price
Options
$6.33 to $25.22			1.3				379,185			$	8.81						379,185			$	8.81
$28.43 to $73.13			3.3				320,076				37.41						202,276				30.11
			2.2				699,261			$	21.90						581,461			$	16.22

For the year ended December 31, 2014, compensation expense related to stock options was $0.8 million (2013 – $0.7 million).

 

60    2014 Methanex Corporation Annual Report

---

14. Segmented information:

The Company’s operations consist of the production and sale of methanol, which constitutes a single operating segment.

During the years ended December 31, 2014 and 2013, revenues attributed to geographic regions, based on the location of customers, were as follows:

 

Revenue		Canada				United States				Europe				China				South Korea				Other Asia				Latin America						TOTAL
2014		$	247,723			$	458,792			$	1,001,041			$	320,313			$	447,236			$	340,480			$	407,814					$	3,223,399
2013		$	213,708			$	474,139			$	924,700			$	378,109			$	397,597			$	249,174			$	386,620					$	3,024,047

For the year ended December 31, 2014, revenues from a single customer across multiple geographic regions represented approximately 12% (2013 – 11%) of the Company’s total revenues (refer to note 19(c)).

As at December 31, 2014 and 2013, the net book value of property, plant and equipment by country was as follows:

 

Property, plant and equipment		United States				Chile				Trinidad				Egypt				New Zealand				Canada				Other						TOTAL
2014		$	1,134,824			$	146,360			$	204,919			$	818,352			$	313,936			$	101,447			$	58,240					$	2,778,078
2013		$	531,853			$	162,825			$	226,760			$	857,615			$	322,833			$	87,074			$	41,978					$	2,230,938

15. Income and other taxes:

a) Income tax expense:

 

For the years ended December 31		2014				2013
Current tax expense:
Current period before undernoted items		$	72,276			$	80,578
Impact of Argentina gas settlement, Geismar project relocation expenses and charges, and write-off of oil and gas rights			8,820				2,647
Adjustments to prior years			(1,231	)			393
		$	79,865			$	83,618
Deferred tax expense (recovery):
Origination and reversal of temporary differences		$	68,993			$	9,251
Impact of Argentina gas settlement, Geismar project relocation expenses and charges, and write-off of oil and gas rights			5,880				(21,760	)
Adjustments to prior years			709				(1,987	)
Change in tax rate			(7,538	)			–
Other			7,428				998
		$	75,472			$	(13,498	)
Total income tax expense		$	155,337			$	70,120

b) Income tax expense included in other comprehensive income:

Included in other comprehensive income for the year ended December 31, 2014 is a deferred income tax expense of $2.8 million (2013 – $3.2 million) related to the change in fair value of interest rate swap contracts and defined benefit pension plans where the amounts are deductible for tax purposes upon settlement.

 

2014 Methanex Corporation Annual Report    61

---

c) Reconciliation of the effective tax rate:

The Company operates in several tax jurisdictions and therefore its income is subject to various rates of taxation. Income tax expense differs from the amounts that would be obtained by applying the Canadian statutory income tax rate to net income before income taxes as follows:

 

For the years ended December 31		2014				2013
Income before income taxes		$	661,645			$	447,120
Deduct earnings of associate			(9,132	)			(22,554	)
Impact of Argentina gas settlement, Geismar project relocation expenses and charges, and write-off of oil and gas rights			(42,000	)			58,665
			610,513				483,231
Canadian statutory tax rate			26.0	%			25.8	%
Income tax expense calculated at Canadian statutory tax rate		$	158,733			$	124,674
Increase (decrease) in income tax expense resulting from:
Impact of income and losses taxed in foreign jurisdictions			(20,766	)			10,228
Taxes on Argentina gas settlement, Geismar project relocation expenses and charges, and write-off of oil and gas rights			14,700				(19,113	)
Previously unrecognized loss carryforwards and temporary differences			(5,454	)			(60,318	)
Adjustments to prior years			(522	)			(1,594	)
Other			8,646				16,243
Total income tax expense		$	155,337			$	70,120

d) Net deferred income tax liabilities:

(i) The tax effect of temporary differences that give rise to deferred income tax liabilities and deferred income tax assets are as follows:

 

As at		Dec 31 2014				Dec 31 2013
Deferred income tax liabilities:
Property, plant and equipment		$	220,088			$	213,938
Repatriation taxes			95,663				87,017
Other			22,903				11,831
			338,654				312,786
Deferred income tax assets:
Non-capital loss carryforwards			42,864				81,498
Fair value of interest rate swap contracts			1,118				4,198
Share-based compensation			18,307				31,719
Other			43,140				40,459
			105,429				157,874
Net deferred income tax liabilities		$	233,225			$	154,912

The Company recognizes deferred income tax assets to the extent that it is probable that the benefit of these assets will be realized. The Company has $458 million of deductible temporary differences in the United States that have not been recognized.

(ii) Analysis of the change in deferred income tax liabilities:

 

		2014				2013
Balance, January 1		$	154,912			$	165,219
Deferred income tax expense (recovery) included in net income			75,472				(13,497	)
Deferred income tax expense included in other comprehensive income			2,841				3,190
Balance, December 31		$	233,225			$	154,912

 

62    2014 Methanex Corporation Annual Report

---

16. Changes in non-cash working capital:

Changes in non-cash working capital for the years ended December 31, 2014 and 2013 are as follows:

 

For the years ended December 31		2014				2013
Decrease (increase) in non-cash working capital:
Trade and other receivables		$	129,767			$	(116,974	)
Inventories			28,166				(70,153	)
Prepaid expenses			(2,604	)			5,055
Trade, other payables and accrued liabilities, including long-term payables included in other long-term liabilities			(54,304	)			226,637
			101,025				44,565
Adjustments for items not having a cash effect and working capital changes relating to taxes and interest paid			(73,264	)			(56,761	)
Changes in non-cash working capital		$	27,761			$	(12,196	)
These changes relate to the following activities:
Operating		$	57,926			$	(80,211	)
Financing			(8,913	)			–
Investing			(21,252	)			68,015
Changes in non-cash working capital		$	27,761			$	(12,196	)

17. Capital disclosures:

The Company’s objectives in managing its liquidity and capital are to safeguard the Company’s ability to continue as a going concern, to provide financial capacity and flexibility to meet its strategic objectives, to provide an adequate return to shareholders commensurate with the level of risk, and to return excess cash through a combination of dividends and share repurchases.

 

As at		Dec 31 2014				Dec 31 2013
Liquidity:
Cash and cash equivalents		$	951,600			$	732,736
Undrawn credit facility			400,000				400,000
Total liquidity		$	1,351,600			$	1,132,736
Capitalization:
Unsecured notes		$	1,333,222			$	740,761
Limited recourse debt facilities, including current portion			388,816				427,545
Total debt			1,722,038				1,168,306
Non-controlling interests			266,844				247,610
Shareholders’ equity			1,786,373				1,657,723
Total capitalization		$	3,775,255			$	3,073,639
Total debt to capitalization1			46	%			38	%
Net debt to capitalization2			27	%			19	%

 

1	Total debt (including 100% of Egypt limited recourse debt facilities) divided by total capitalization.

 

2	Total debt (including 100% of Egypt limited recourse debt facilities) less cash and cash equivalents divided by total capitalization less cash and cash equivalents.

The Company manages its liquidity and capital structure and makes adjustments to it in light of changes to economic conditions, the underlying risks inherent in its operations and capital requirements to maintain and grow its operations. The strategies employed by the Company include the issue or repayment of general corporate debt, the issue of project debt, the issue of equity, the payment of dividends and the repurchase of shares.

The Company is not subject to any statutory capital requirements and has no commitments to sell or otherwise issue common shares except pursuant to outstanding employee stock options.

The undrawn credit facility in the amount of $400 million is provided by highly rated financial institutions, expires in December 2019 and is subject to certain financial covenants (note 8).

 

2014 Methanex Corporation Annual Report    63

---

18. Financial instruments:

Financial instruments are either measured at amortized cost or fair value. Held-to-maturity investments, loans and receivables and other financial liabilities are measured at amortized cost. Held-for-trading financial assets and liabilities and available-for-sale financial assets are measured on the consolidated statement of financial position at fair value. Derivative financial instruments are classified as held-for-trading and are recorded on the consolidated statement of financial position at fair value unless exempted. Changes in fair value of held-for-trading derivative financial instruments are recorded in earnings unless the instruments are designated as cash flow hedges.

The following table provides the carrying value of each category of financial assets and liabilities and the related balance sheet item:

 

As at		Dec 31 2014				Dec 31 2013
Financial assets:
Financial assets held-for-trading:
Derivative financial instruments designated as cash flow hedges1		$	1,089			$	156
Loans and receivables:
Cash and cash equivalents			951,600				732,736
Trade and other receivables, excluding tax receivable			394,040				523,809
Project financing reserve accounts included in other assets			37,090				45,623
Total financial assets2		$	1,383,819			$	1,302,324
Financial liabilities:
Other financial liabilities:
Trade, other payable and accrued liabilities, excluding tax payable		$	485,845			$	580,180
Deferred gas payments included in other long-term liabilities			55,927				73,888
Long-term debt, including current portion			1,722,038				1,168,306
Financial liabilities held-for-trading:
Derivative financial instruments designated as cash flow hedges1			6,474				20,412
Total financial liabilities		$	2,270,284			$	1,842,786

 

1	The euro foreign currency hedges and the Egypt interest rate swaps designated as cash flow hedges are categorized as Level 2 within the fair value hierarchy and measured on a recurring basis at fair value based on industry-accepted valuation models and inputs obtained from active markets.

 

2	The carrying amount of the financial assets represents the maximum exposure to credit risk at the respective reporting periods.

At December 31, 2014, all of the Company’s financial instruments are recorded on the consolidated statement of financial position at amortized cost, with the exception of derivative financial instruments, which are recorded at fair value unless exempted.

The Egypt limited recourse debt facilities bear interest at LIBOR plus a spread. The Company has interest rate swap contracts to swap the LIBOR-based interest payments for an average aggregated fixed rate of 4.8% plus a spread on approximately 75% of the Egypt limited recourse debt facilities for the period to March 31, 2015. These interest rate swaps had outstanding notional amounts of $287 million as at December 31, 2014. At December 31, 2014, these interest rate swap contracts had a negative fair value of $6.5 million (2013 – $19.8 million) recorded in current liabilities.

The Company also designates as cash flow hedges forward exchange contracts to sell euros at a fixed U.S. dollar exchange rate. At December 31, 2014, the Company had outstanding forward exchange contracts designated as cash flow hedges to sell a notional amount of 25 million euros in exchange for United States dollars. The euro contracts had a fair value of $1.1 million (2013 – negative fair value of $0.6 million) recorded in current assets. Changes in the fair value of derivative financial instruments designated as cash flow hedges have been recorded in other comprehensive income.

 

64    2014 Methanex Corporation Annual Report

---

The table below shows cash outflows for derivative hedging instruments, excluding credit risk adjustments, based upon contractual payment dates using LIBOR at December 31, 2014. The amounts reflect the maturity profile of the fair value liability where the instruments will be settled net and are subject to change based on the prevailing LIBOR at each of the future settlement dates. The swaps are with high investment-grade counterparties and therefore the settlement day risk exposure is considered to be negligible.

 

As at		Dec 31 2014				Dec 31 2013
Within one year		$	6,487			$	13,824
1 to 2 years			–				6,229
2 to 3 years			–				–
		$	6,487			$	20,053

The fair values of the Company’s derivative financial instruments as disclosed above are determined based on Bloomberg quoted market prices and confirmations received from counterparties, which are adjusted for credit risk.

The Company is exposed to credit-related losses in the event of non-performance by counterparties to derivative financial instruments but does not expect any counterparties to fail to meet their obligations. The Company deals with only highly rated counterparties, normally major financial institutions. The Company is exposed to credit risk when there is a positive fair value of derivative financial instruments at a reporting date. The maximum amount that would be at risk if the counterparties to derivative financial instruments with positive fair values failed completely to perform under the contracts was 1.1 million at December 31, 2014 (December 31, 2013 – $0.2 million).

The carrying values of the Company’s financial instruments approximate their fair values, except as follows:

 

As at		Dec 31 2014								Dec 31 2013
		Carrying value				Fair value				Carrying value				Fair value
Long-term debt excluding deferred financing fees1		$	1,739,767			$	1,777,670			$	1,183,534			$	1,205,740

 

1	The carrying value and fair value include the balance of unsecured notes due August 15, 2015 that are part of current maturities on long-term debt.

There is no publicly traded market for the limited recourse debt facilities. The fair value disclosed on a recurring basis and categorized as Level 2 within the fair value hierarchy is estimated by reference to current market prices for debt securities with similar terms and characteristics. The fair value of the unsecured notes disclosed on a recurring basis and also categorized as Level 2 within the fair value hierarchy was estimated by reference to a limited number of small transactions at the end of 2014 and 2013. The fair value of the Company’s unsecured notes will fluctuate until maturity.

19. Financial risk management:

a) Market risks:

The Company’s operations consist of the production and sale of methanol. Market fluctuations may result in significant cash flow and profit volatility risk for the Company. Its worldwide operating business as well as its investment and financing activities are affected by changes in methanol and natural gas prices and interest and foreign exchange rates. The Company seeks to manage and control these risks primarily through its regular operating and financing activities and uses derivative instruments to hedge these risks when deemed appropriate. This is not an exhaustive list of all risks, nor will the risk management strategies eliminate these risks.

Methanol price risk

The methanol industry is a highly competitive commodity industry and methanol prices fluctuate based on supply and demand fundamentals and other factors. Accordingly, it is important to maintain financial flexibility. The Company has adopted a prudent approach to financial management by maintaining a strong balance sheet including back-up liquidity.

 

2014 Methanex Corporation Annual Report    65

---

Natural gas price risk

Natural gas is the primary feedstock for the production of methanol and the Company has entered into medium to long-term natural gas supply contracts for its production facilities in New Zealand, Trinidad, the United States and Egypt. These natural gas supply contracts include base and variable price components to reduce the commodity price risk exposure. The variable price component is adjusted by formulas related to methanol prices above a certain level. From time to time the Company enters into natural gas forward supply contracts at fixed prices to manage its exposure to natural gas price risk.

Interest rate risk

Interest rate risk is the risk that the Company suffers financial loss due to changes in the value of an asset or liability or in the value of future cash flows due to movements in interest rates.

The Company’s interest rate risk exposure is mainly related to long-term debt obligations. The Company also seeks to limit this risk through the use of interest rate swaps, which allows the Company to hedge cash flow changes by swapping variable rates of interest into fixed rates of interest.

 

As at		Dec 31 2014				Dec 31 2013
Fixed interest rate debt:
Unsecured notes		$	1,333,222			$	740,761
		$	1,333,222			$	740,761
Variable interest rate debt:
Egypt limited recourse debt facilities		$	368,678			$	404,722
Other limited recourse debt facilities			20,138				22,823
		$	388,816			$	427,545

For fixed interest rate debt, a 1% change in interest rates would result in a change in the fair value of the debt (disclosed in note 18) of approximately $109.5 million as of December 31, 2014 (2013 – $40.5 million).

The fair value of variable interest rate debt fluctuates primarily with changes in credit spreads.

For the variable interest rate debt that is unhedged, a 1% change in LIBOR would result in a change in annual interest payments of $1.0 million as of December 31, 2014 (2013 – $1.1 million).

For the Egypt variable interest rate debt that is hedged (see note 8) with a variable-for-fixed interest rate swap (note 18), a 1% change in the interest rates along the yield curve would result in a change in fair value of the interest rate swaps of nil as of December 31, 2014 (2013 – $3.7 million). These interest rate swaps are designated as cash flow hedges, which results in the effective portion of changes in their fair value being recorded in other comprehensive income.

Foreign currency risk

The Company’s international operations expose the Company to foreign currency exchange risks in the ordinary course of business. Accordingly, the Company has established a policy that provides a framework for foreign currency management and hedging strategies and defines the approved hedging instruments. The Company reviews all significant exposures to foreign currencies arising from operating and investing activities and hedges exposures if deemed appropriate.

The dominant currency in which the Company conducts business is the United States dollar, which is also the reporting currency.

Methanol is a global commodity chemical that is priced in United States dollars. In certain jurisdictions, however, the transaction price is set either quarterly or monthly in the local currency. Accordingly, a portion of the Company’s revenue is transacted in Canadian dollars, euros, Chinese yuan and, to a lesser extent, other currencies. For the period from when the price is set in local currency to when the amount due is collected, the Company is exposed to declines in the value of these currencies compared to the United States dollar. The Company also purchases varying quantities of methanol for which the transaction currency is the euro, Chinese yuan and, to a lesser extent, other currencies. In addition, some of the Company’s underlying operating costs and capital expenditures are incurred in other currencies. The Company is exposed to increases in the value of these currencies that could have the effect of increasing the United States dollar equivalent of cost of sales and operating expenses and capital expenditures. The Company has elected not to actively manage these exposures at this time except for a portion of the net exposure to euro revenues, which is hedged through forward exchange contracts each quarter when the euro price for methanol is established.

 

66    2014 Methanex Corporation Annual Report

---

As at December 31, 2014, the Company had a net working capital asset of $117.1 million in non U.S. dollar currencies (2013 – $124.0 million). Each 10% strengthening (weakening) of the U.S. dollar against these currencies would decrease (increase) the value of net working capital and pre-tax cash flows and earnings by approximately $11.7 million (2013 – $12.4 million).

b) Liquidity risks:

Liquidity risk is the risk that the Company will not have sufficient funds to meet its liabilities, such as the settlement of financial debt and lease obligations and payment to its suppliers. The Company maintains liquidity and makes adjustments to it in light of changes to economic conditions, underlying risks inherent in its operations and capital requirements to maintain and grow its operations. At December 31, 2014, the Company had $951.6 million of cash and cash equivalents. In addition, the Company has an undrawn credit facility of $400 million provided by highly rated financial institutions that expires in December 2019.

In addition to the above-mentioned sources of liquidity, the Company constantly monitors funding options available in the capital markets, as well as trends in the availability and costs of such funding, with a view to maintaining financial flexibility and limiting refinancing risks.

The expected cash outflows of financial liabilities from the date of the balance sheet to the contractual maturity date are as follows:

 

As at December 31, 2014		Carrying amount				Contractual cash flows						1 year or less				1-3 years				3-5 years				More than 5 years
Trade and other payables1		$	473,400			$	473,400					$	473,400			$	–			$	–			$	–
Deferred gas payments included in other current payables and in other long-term liabilities			55,927				56,380						3,897				52,483				–				–
Long-term debt2			1,722,038				2,595,268						263,474				228,265				577,319				1,526,210
Egypt interest rate swaps			6,474				6,487						6,487				–				–				–
		$	2,257,839			$	3,131,535					$	747,258			$	280,748			$	577,319			$	1,526,210

 

1	Excludes tax and accrued interest.

 

2	Contractual cash flows include contractual interest payments related to debt obligations. Interest rates on variable rate debt are based on prevailing rates at December 31, 2014.

c) Credit risks:

Counterparty credit risk is the risk that the financial benefits of contracts with a specific counterparty will be lost if a counterparty defaults on its obligations under the contract. This includes any cash amounts owed to the Company by those counterparties, less any amounts owed to the counterparty by the Company where a legal right of offset exists and also includes the fair values of contracts with individual counterparties that are recorded in the financial statements.

Trade credit risk

Trade credit risk is defined as an unexpected loss in cash and earnings if the customer is unable to pay its obligations in due time or if the value of the security provided declines. The Company has implemented a credit policy that includes approvals for new customers, annual credit evaluations of all customers and specific approval for any exposures beyond approved limits. The Company employs a variety of risk-mitigation alternatives, including certain contractual rights in the event of deterioration in customer credit quality and various forms of bank and parent company guarantees and letters of credit to upgrade the credit risk to a credit rating equivalent or better than the stand-alone rating of the counterparty. Trade credit losses have historically been minimal and at December 31, 2014 substantially all of the trade receivables were classified as current.

Cash and cash equivalents

To manage credit and liquidity risk, the Company’s investment policy specifies eligible types of investments, maximum counterparty exposure and minimum credit ratings. Therefore, the Company invests only in highly rated investment-grade instruments that have maturities of three months or less.

Derivative financial instruments

The Company’s hedging policies specify risk management objectives and strategies for undertaking hedge transactions. The policies also include eligible types of derivatives and required transaction approvals, as well as maximum counterparty exposures and minimum credit ratings. The Company does not use derivative financial instruments for trading or speculative purposes.

To manage credit risk, the Company only enters into derivative financial instruments with highly rated investment-grade counterparties. Hedge transactions are reviewed, approved and appropriately documented in accordance with company policies.

 

2014 Methanex Corporation Annual Report    67

---

20. Retirement plans:

a) Defined benefit pension plans:

The Company has non-contributory defined benefit pension plans covering certain employees. The Company does not provide any significant post-retirement benefits other than pension plan benefits. Information concerning the Company’s defined benefit pension plans, in aggregate, is as follows:

 

As at		Dec 31 2014				Dec 31 2013
Accrued benefit obligations:
Balance, beginning of year		$	70,189			$	79,497
Current service cost			1,851				2,272
Interest cost on accrued benefit obligations			2,998				3,329
Benefit payments			(3,509	)			(3,841	)
Settlements			–				(3,719	)
Actuarial loss			(404	)			(2,157	)
Foreign exchange gain			(6,779	)			(5,070	)
Balance, end of year			64,346				70,311
Fair values of plan assets:
Balance, beginning of year			50,477				49,371
Interest income on assets			2,164				1,745
Contributions			1,791				5,777
Benefit payments			(3,509	)			(3,841	)
Settlements			–				(3,719	)
Return on plan assets			1,347				4,076
Foreign exchange loss			(4,105	)			(2,933	)
Balance, end of year			48,165				50,476
Unfunded status			16,181				19,835
Minimum funding requirement			–				–
Defined benefit obligation, net		$	16,181			$	19,835

The Company has an unfunded retirement obligation of $22.1 million at December 31, 2014 (2013 – $26.1 million) for its employees in Chile that will be funded at retirement in accordance with Chilean law. The accrued benefit for the unfunded retirement arrangement in Chile is paid when an employee leaves the Company in accordance with plan terms and Chilean regulations. The Company has a net funded retirement asset of $5.2 million at December 31, 2014 (2013 – $6.8 million) for certain employees and retirees in Canada and a funded retirement asset of $0.8 million at December 31, 2014 (2013 – $0.5 million obligation) in Europe.

These defined benefit plans expose the Company to actuarial risks, such as longevity risk, currency risk, interest rate risk and market risk on the funded plans. Additionally, as the plans provide benefits to plan members predominantly in Canada and Chile, the plans expose the Company to foreign currency risk for funding requirements. The primary long-term risk is that the Company will have sufficient plan assets and liquidity to meet obligations when they fall due. The weighted average duration of the defined benefit obligation is 10 years. The Company estimates that it will make additional contributions relating to its defined benefit pension plans totaling $3.5 million in 2015.

 

68    2014 Methanex Corporation Annual Report

---

The Company’s net defined benefit pension plan expense charged to the consolidated statements of income for the years ended December 31, 2014 and 2013 is as follows:

 

For the years ended December 31		2014				2013
Net defined benefit pension plan expense:
Current service cost		$	1,851			$	2,272
Net interest cost			834				1,584
Cost of settlement			–				909
		$	2,685			$	4,765

The Company’s current year actuarial gains, recognized in the consolidated statements of comprehensive income for the years ended December 31, 2014 and 2013, are as follows:

 

For the years ended December 31		2014				2013
Actuarial gain		$	32			$	5,362
Minimum funding requirement			–				–
Actuarial gain, net		$	32			$	5,362

The Company uses a December 31 measurement date for its defined benefit pension plans. Actuarial reports for the Company’s defined benefit pension plans were prepared by independent actuaries for funding purposes as of December 31, 2013 in Canada. The next actuarial reports for funding purposes for the Company’s Canadian defined benefit pension plans are scheduled to be completed as of December 31, 2016.

The discount rate is the most significant actuarial assumption used in accounting for the defined benefit pension plans. At December 31, 2014, the weighted average discount rate for the defined benefit obligation was 4.0% (2013 – 4.7%). A decrease of 1% in the weighted average discount rate at the end of the reporting period, while holding all other assumptions constant, would result in an increase to the defined benefit obligation of approximately $6.6 million.

The asset allocation for the defined benefit pension plan assets as at December 31, 2014 and 2013 is as follows:

 

As at		Dec 31 2014				Dec 31 2013
Equity securities			47	%			47	%
Debt securities			30	%			25	%
Cash and other short-term securities			23	%			28	%
Total			100	%			100	%

The fair values of the above equity and debt instruments are determined based on quoted market prices in active markets whereas the fair values of cash and other short-term securities are not based on quoted market prices in active markets. The plan assets are held separately from those of the Company in funds under the control of trustees.

b) Defined contribution pension plans:

The Company has defined contribution pension plans. The Company’s funding obligations under the defined contribution pension plans are limited to making regular payments to the plans, based on a percentage of employee earnings. Total net pension expense for the defined contribution pension plans charged to operations during the year ended December 31, 2014 was $5.1 million (2013 – $4.3 million).

 

2014 Methanex Corporation Annual Report    69

---

21. Commitments and contingencies:

a) Take-or-pay purchase contracts and related commitments:

The Company has commitments under take-or-pay natural gas supply contracts to purchase feedstock supplies and to pay for transportation capacity related to these supplies up to 2035. The minimum estimated commitment under these contracts, except as noted below, is as follows:

AS AT DECEMBER 31, 2014

 

2015		2016		2017		2018		2019		Thereafter
$    393,765		$    405,845		$    314,445		$    261,848		$    206,652		$    1,300,148

In the above table, the Company has included natural gas commitments at the contractual volume and prices.

b) Chile and Argentina natural gas supply contracts:

The Company has supply contracts with Argentinean suppliers for natural gas sourced from Argentina for a significant portion of the capacity for its facilities in Chile with expiration dates between 2017 and 2025. Since June 2007, the Company’s natural gas suppliers from Argentina have curtailed all gas supply to the Company’s plants in Chile. Under the current circumstances, the Company does not expect to receive any further natural gas supply from Argentina under these long-term arrangements. These potential purchase obligations have been excluded from the table above.

The Company also has supply contracts with Empresa Nacional del Petroleo (“ENAP”) for a portion of the capacity for its facilities in Chile. Over the last few years, deliveries from ENAP have been declining and ENAP has delivered significantly less than the full amount of natural gas that it was obligated to deliver under these contracts. These potential purchase obligations have been excluded from the table above.

c) Operating lease commitments:

The Company has future minimum lease payments under operating leases relating primarily to vessel charter, terminal facilities, office space, equipment and other operating lease commitments as follows:

AS AT DECEMBER 31, 2014

 

2015		2016		2017		2018		2019		Thereafter
$    146,459		$    132,152		$    138,744		$    134,244		$    121,295		$    859,317

For the year ended December 31, 2014, the Company recognized as an expense $130.5 million (2013 – expense of $124.6 million) relating to operating lease payments, including time charter vessel payments.

d) Purchased methanol:

The Company has marketing rights for 100% of the production from its jointly owned plants (the Atlas plant in Trinidad in which it has a 63.1% interest and the plant in Egypt in which it has a 50% interest), which results in purchase commitments of an additional 1.3 million tonnes per year of methanol offtake supply when these plants operate at capacity. At December 31, 2014, the Company also had commitments to purchase methanol under other contracts for approximately 0.9 million tonnes for 2015 and 1.0 million tonnes thereafter. The pricing under these purchase commitments is referenced to pricing at the time of purchase or sale, and accordingly, no amounts have been included above.

 

70    2014 Methanex Corporation Annual Report

---

22. Related parties:

The Company has interests in significant subsidiaries and joint ventures as follows:

 

Name		Country of incorporation		Principal activities		Interest %
						Dec 31 2014				Dec 31 2013
Significant subsidiaries:
Methanex Asia Pacific Limited		Hong Kong		Marketing & distribution			100	%			100	%
Methanex Europe NV		Belgium		Marketing & distribution			100	%			100	%
Methanex Methanol Company, LLC		United States		Marketing & distribution			100	%			100	%
Egyptian Methanex Methanol Company S.A.E.		Egypt		Production			50	%			50	%
Methanex Chile S.A.		Chile		Production			100	%			100	%
Methanex New Zealand Limited		New Zealand		Production			100	%			100	%
Methanex Trinidad (Titan) Unlimited		Trinidad		Production			100	%			100	%
Methanex U.S.A. LLC		United States		Production			100	%			100	%
Methanex Louisiana LLC		United States		Production			100	%			100	%
Waterfront Shipping Company Limited		Cayman Islands		Shipping			100	%			100	%
Significant joint ventures:
Atlas Methanol Company Unlimited1		Trinidad		Production			63.1	%			63.1	%

 

1	Summarized financial information for the group’s investment in Atlas is disclosed in note 6.

Transactions between the Company and Atlas are considered related party and are included within the summarized financial information in note 6. Atlas revenue for the year ended December 31, 2014 of $364 million (2013 – $359 million) is a related party transaction as the Company has marketing rights for 100% of the methanol produced by Atlas. Balances outstanding with Atlas at December 31, 2014 and provided in the summarized financial information in note 6 include receivables owing from Atlas to the Company of $13 million (2013 – $15 million), and payables to Atlas of $81 million (2013 – $87 million). The Company has total loans outstanding to Atlas at December 31, 2014 of $43.8 million (2013 – $13.8 million) which are unsecured and due at maturity.

Remuneration of non-management directors and senior management, which includes the members of the executive leadership team, is as follows:

 

For the years ended December 31		2014				2013
Short-term employee benefits		$	8,782			$	11,653
Post-employment benefits			500				645
Other long-term employee benefits			52				79
Share-based compensation (recovery) expense			(7,117	)			69,708
Total		$	2,217			$	82,085

 

2014 Methanex Corporation Annual Report    71

---

23. Non-controlling interest:

The Company has a 50% interest in Egyptian Methanex Methanol Company S.A.E. (“Methanex Egypt”) located in Egypt, which has material non-controlling interests. The following table summarizes the Methanex Egypt financial information, except as noted, included in the consolidated financial statements, before any inter-company eliminations:

 

As at		Dec 31 2014				Dec 31 2013
Current assets		$	251,100			$	234,923
Non-current assets			819,125				852,177
Current liabilities			(100,035	)			(85,430	)
Non-current liabilities			(455,377	)			(495,842	)
Net assets			514,813				505,828
Carrying amount of Methanex Egypt non-controlling interest		$	248,754			$	239,387
Carrying amount of other non-controlling interests			18,090				8,223
Total carrying amount of non-controlling interests		$	266,844			$	247,610

 

For the years ended December 31		2014				2013
Revenue		$	287,600			$	385,666
Net income			53,526				100,140
Other comprehensive income			9,549				9,872
Total comprehensive income			63,075				110,012
Net income allocated to Methanex Egypt non-controlling interest			49,778				46,065
Net income allocated to other non-controlling interests			1,920				1,768
Total net income allocated to non-controlling interests			51,698				47,833
Other comprehensive income allocated to non-controlling interest			5,267				3,767
Dividends paid to non-controlling interest		$	32,498			$	38,451

 

For the years ended December 31		2014				2013
Cash flows from operating activities		$	111,361			$	124,046
Cash flows from financing activities			(88,660	)			(94,318	)
Cash flows from investing activities		$	(2,835	)		$	(2,044	)

 

72    2014 Methanex Corporation Annual Report