What changed in this filing

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Item 9A. Controls and Procedures

2021-03-02 compared with 2020-02-28 · 192 added, 167 removed, 522 unchanged (41% of the section changed)

27 unchanged sentences

Executive Officers and Directors of Our General Partner

The following table shows information for the executive officers and directors of our general partner as of December 31, 2019 .

The following table shows information for the executive officers and directors of our general partner as of February 28, 2021.

Directors hold office until their successors have been elected or qualified or until the earlier of their death, resignation, removal or disqualification.

2 unchanged sentences

Otherwise, there are no familial relationships among any of our general partner's directors or executive officers.

Some of the directors and all of the executive officers of our general partner also serve as executive officers of Westlake.

Some of the directors and most of the executive officers of our general partner also serve as executive officers of Westlake.

The directors and executive officers of our general partner have a fiduciary duty to manage our general partner in a manner beneficial to Westlake.

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Risk Factors—Risks Relating to Our Partnership Structure." Each director and executive officer of our general partner will be fully indemnified by us for actions associated with being a director or executive officer to the fullest extent permitted under Delaware law pursuant to the Partnership Agreement.

Age (as of December 31, 2019)

Position With Our General Partner

President, Chief Executive Officer and Director

Chairman of the Board of Directors

Steven Bender

Senior Vice President, Chief Financial Officer and Director

Benjamin Ederington

Vice President, General Counsel, Secretary and Director

George Mangieri

Name Age (as of February 28, 2021) Position With Our General Partner

Albert Chao 71 President, Chief Executive Officer and Director

James Chao 73 Chairman of the Board of Directors

Steven Bender 64 Executive Vice President, Chief Financial Officer and Director

Benjamin Ederington 50 Senior Vice President, General Counsel, Chief Administrative Officer, Corporate Secretary and Director

55 Vice President , Olefins, Feedstocks & Energy

Lawrence Teel 62 Executive Vice President and Special Advisor to the CEO

45 Vice President and Chief Accounting Officer

Lawrence Teel

Senior Vice President, Olefins

Randy Woelfel

Stephen Finley

Angela Minas 56 Director

Randy Woelfel 65 Director

Albert Chao .

Chao has been our general partner's President and Chief Executive Officer and a director since our general partner's formation in March 2014 and a director of OpCo's general partner since its formation.

Chao has been our general partner's President and Chief Executive Officer and a director since our general partner's formation in March 2014.

Additionally, Mr.

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He has held positions in the Controller's Group of Mobil Oil Corporation, in the Technical Department of Hercules Incorporated, in the Plastics Group of Gulf Oil Corporation and has served as Assistant to the Chairman of China General Plastics Group and Deputy Managing Director of a plastics fabrication business in Singapore.

Chao is a trustee of Rice University.

Chao is a trustee emeritus of Rice University.

Chao received a bachelor's degree from Brandeis University and an M.B.A.

from Columbia University.

Chao has been a director since our general partner's formation in March 2014 and Chairman of the Board since July 2014 and a director of OpCo's general partner since January 2016.

Chao has been a director since our general partner's formation in March 2014 and Chairman of the Board since July 2014.

Chao has also been Westlake's Chairman of the Board since July 2004 and became a director in June 2003.

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Steven Bender .

Bender has been our general partner's Senior Vice President, Chief Financial Officer and a director since our general partner's formation in March 2014 and served as our general partner's Treasurer from April 2015 to February 2019.

Bender has been our general partner's Executive Vice President and Chief Financial Officer since February 2021 and a director since our general partner's formation in March 2014.

Bender served as our general partner's Senior Vice President and Chief Financial Officer from March 2014 to February 2021 and as Treasurer from April 2015 to February 2019.

Bender has also been Westlake's Executive Vice President and Chief Financial Officer since July 2017.

14 unchanged sentences

Benjamin Ederington .

Ederington has been our general partner's Vice President, General Counsel and Secretary and a director since our general partner's formation in March 2014.

Ederington has been our general partner's Senior Vice President, General Counsel, Chief Administrative Officer and Corporate Secretary since February 2021 and a director since our general partner's formation in March 2014.

Ederington served as our general partner’s Vice President, General Counsel and Secretary from March 2014 to February 2021.

Ederington has also been Westlake's Senior Vice President, General Counsel, Chief Administrative Officer and Corporate Secretary since July 2017.

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Prior to joining Westlake, he held a variety of senior legal positions at LyondellBasell Industries, N.V.

and its predecessor companies, LyondellBasell Industries AF SCA and Lyondell Chemical Company, including most recently as Associate General Counsel, Commercial & Strategic Transactions from March 2010 to September 2013.

and its predecessor companies, LyondellBasell Industries AF SCA and Lyondell Chemical Company, including most recently as Associate General Counsel, Commercial & Strategic Transactions.

He began his legal career more than 20 years ago at the law firm of Steptoe & Johnson, LLP.

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from Harvard University.

Mangieri has been our general partner's Vice President and Chief Accounting Officer since our general partner's formation in March 2014.

Mangieri has also been Westlake's Senior Vice President and Chief Accounting Officer since July 2017.

From February 2007 to July 2017, he served as Westlake's Vice President and Chief Accounting Officer and, from April 2000 to February 2007, he was its Vice President and Controller.

Stephen Finley.

Finley has been a director of our general partner since March 2020 and serves on the audit and conflicts committees.

Finley was the Senior Vice President, Finance & Administration and Chief Financial Officer of Baker Hughes Incorporated from April 1999 until his retirement in April 2006.

Prior to that, from February 1982 to April 1999, Mr.

Finley held various financial and administrative management positions with Baker Hughes.

Finley has served on the Board of Directors of Newpark Resources, Inc.

since June 2007.

From November 2006 to April 2018, he served on the Board of Directors of Archrock GP, LLC (previously known as Exterran GP, LLC), the general partner of Archrock Partners, L.P.

He also served on the Board of Directors of Columbia Pipeline Partners LP from March 2015 to February 2017, Microseismic, Inc.

from April 2012 to December 2014, Total Safety U.S., Inc.

from December 2006 until November 2011, and Ocean Rig ASA from June 2006 to June 2008.

Finley received a Bachelor of Science degree in Accounting from Indiana State University.

Janssens has been our general partner’s Vice President, Olefins, Feedstocks & Energy since February 2021.

Janssens has also been Westlake’s Vice President, Olefins, Feedstocks & Energy since January 2021.

From December 2019 to December 2020, he served as Westlake’s Vice President, Olefins & Logistics;

from July 2017 to November 2019, he was Westlake’s Vice President, Corporate Development, Logistics & IT;

from January 2016 to June 2017, he was Westlake’s Vice President, Logistics & IT;

and, from October 2015 to December 2015, he was Westlake’s Vice President, Logistics & Business Process Improvement.

Prior to joining Westlake, Mr.

Mangieri served as Vice President and Controller of Zurn Industries, Inc.

from 1998 to 2000.

He previously was employed as Vice President and Controller for Imo Industries, Inc.

in New Jersey, and spent over 10 years in public accounting with Ernst & Young LLP, where he served as Senior Manager.

He received his Bachelor of Science degree from Monmouth College and is a Certified Public Accountant.

Lawrence (Skip) Teel .

Teel has been our general partner's Senior Vice President, Olefins since July 2014.

Teel has also been Westlake's Executive Vice President, Olefins since July 2017.

From July 2014 to July 2017, he served as Westlake's Senior Vice President, Olefins and, from July 2012 to July 2014, he served as Westlake's Vice President, Olefins.

Teel joined Westlake in September 2009 as Director, Olefins and Feedstock after a 23-year career with Lyondell Chemical Company where he served as the Vice President, Refining from August 2006 to May 2008.

From 2001 to 2006, Mr.

Teel held the position of Director, Corporate Planning and Business Development at Lyondell Chemical Company.

During his career, he has held a variety of marketing, operations and general management assignments.

Teel received a B.S.

in Chemical Engineering from New Mexico State University and an M.S.

in Finance from the University of Houston.

Lukens has been a director of our general partner since June 2014 and is the chairman of the audit committee.

He has been a director of Westlake since August 2004.

Since May 2006, Mr.

Lukens has managed his personal investments.

Lukens served as President and Chief Executive Officer of Stewart & Stevenson Services, Inc.

from March 2004 until May 2006 and prior to that served as its Chairman of the Board from December 2002 to March 2004, and Interim Chief Executive Officer and President from September 2003 to March 2004.

He was also previously employed by Baker Hughes Incorporated from 1981 to January 2000, where he served as Baker Hughes' Chairman of the Board, President and Chief Executive Officer from 1997 to January 2000.

Between 2003 and 2009, he served as a director of NCI Building Systems, Inc.

He also served as a director of The Pep Boys-Manny, Moe & Jack from August 2006 until October 2007 and again from June 2009 until September 2011.

He was also Chairman of the Board of that company from June 2009 until he resigned in September 2011.

He was a director of Blount International, Inc.

from July 2015 until it was acquired in April 2016.

Lukens was a Certified Public Accountant with Deloitte Haskins & Sells for 10 years and received both his B.S.

degrees from Miami University.

Janssens was a consultant, from September 2002 to June 2009, and later, a Partner, from July 2009 to September 2015, with McKinsey & Company, where he advised energy and chemicals clients on strategic, commercial, operational and business process improvement projects.

He began his career with Shell International in 1991, where he held a variety of commercial, engineering and planning roles.

Janssens holds a MSc in Chemical Engineering from Eindhoven University of Technology and an MBA from the University of Chicago.

Minas has been a director of our general partner since October 2016 and serves on the audit and conflicts committees.

Minas also currently serves on the board of directors and as the chair of the audit committee of the general partner of CNX Midstream Partners LP.

From September 2014 to March 2020, she served on the board of directors and as the chair of the audit committee of the general partner of CNX Midstream Partners LP.

From March 2018 to December 2019, she served on the board of directors of Weatherford International plc, and, from December 2013 to March 2018, she served on the board of directors of the general partner of Ciner Resources LP.

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Minas currently serves as a member of the Council of Overseers of the Rice University Graduate Business School and is an NACD (National Association of Corporate Directors) Leadership Fellow.

Lawrence (Skip) Teel .

Teel has been our general partner's Executive Vice President and Special Advisor to the CEO since February 2021.

Teel served as our general partner’s Senior Vice President, Olefins from July 2014 to February 2021.

Teel has also been Westlake's Executive Vice President and Special Advisor to the CEO since January 2021.

From July 2017 to December 2020, he served as Westlake’s Executive Vice President, Olefins;

from July 2014 to July 2017, he was Westlake's Senior Vice President, Olefins;

and, from July 2012 to July 2014, he was Westlake's Vice President, Olefins.

From 2001 to 2006, Mr.

Teel held the position of Director, Corporate Planning and Business Development at Lyondell Chemical Company.

During his career, he has held a variety of marketing, operations and general management assignments.

Teel received a B.S.

in Chemical Engineering from New Mexico State University and an M.S.

in Finance from the University of Houston.

Woelfel has been a director of our general partner since November 2019 and serves on the audit and conflicts committees.

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Woelfel received a Bachelor of Science degree in Chemical Engineering from Rice University and a Master's degree in Management from the Massachusetts Institute of Technology.

Zoeller has been our general partner’s Vice President and Chief Accounting Officer since March 2020.

Zoeller has also been Westlake’s Vice President and Chief Accounting Officer since March 2020.

From August 2018 to March 2020, he served as Westlake’s Vice President and Corporate Controller .

Zoeller joined Westlake with over 19 years of public accounting experience, the majority of which was spent at KPMG LLP, where he was responsible for clients in the chemicals, oilfield services and oil/gas exploration and production industries.

Zoeller held a variety of senior accounting positions at KPMG, including most recently as Partner, Audit from October 2011 to August 2018.

He began his career with Arthur Andersen LLP in 1998.

Zoeller holds a Bachelor of Accounting degree and a Master of Accounting degree from the University of Mississippi.

He is a Certified Public Accountant.

Director Independence

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The board of directors of our general partner has determined that each of Messrs.

Lukens and Woelfel and Ms.

Finley and Woelfel and Ms.

Minas is independent as defined under the independence standards established by the NYSE and the Exchange Act.

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The audit committee of our general partner's board of directors has been established in accordance with Section 3(a)(58)(A) of the Exchange Act, and consists of Messrs.

Lukens and Woelfel and Ms.

Finley and Woelfel and Ms.

Minas, all of whom are independent.

Lumpkins served as a member of the audit committee until November 2019.

Lukens is the current chairman of the audit committee.

Lukens served as a member of the audit committee until March 2020.

Finley is the current chairman of the audit committee.

The board of directors of our general partner has determined that each of Messrs.

Lukens and Woelfel and Ms.

Finley and Woelfel and Ms.

Minas is an "audit committee financial expert" within the meaning of the SEC rules and "financially literate" within the meaning of the NYSE regulations.

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The members of the conflicts committee may not be officers or employees of our general partner or directors, officers or employees of its affiliates, including Westlake, and must meet the independence standards established by the NYSE and the Exchange Act to serve on an audit committee of a board of directors, along with other requirements in the Partnership Agreement.

Woelfel and Ms.

Finley and Woelfel and Ms.

Minas serve on the conflicts committee.

Lumpkins served as chairman of the conflicts committee until November 2019.

Lukens served as a member of the Conflicts Committee until March 2020.

Minas currently serves as chair of the conflicts committee.

1 unchanged sentence

Meetings of the Board

During the last fiscal year, our general partner's board of directors held 12 meetings, our general partner's audit committee held seven meetings and our general partner's conflicts committee held seven meetings.

During the last fiscal year, our general partner's board of directors held eleven meetings, our general partner's audit committee held seven meetings and our general partner's conflicts committee held three meetings.

None of the directors attended fewer than 75% of the aggregate number of meetings of the board of directors and committees of the board on which the director served.

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The Mosaic Company

Celanese Corporation

Olin Corporation

Celanese Corporation Olin Corporation

CF Industries Holdings, Inc.

PPG Industries, Inc.

The Chemours Company

RPM International Inc.

Eastman Chemical Company

The Sherwin-Williams Company

The Chemours Company RPM International Inc.

Eastman Chemical Company The Sherwin-Williams Company

The Peer Group selected for 2020 reflects no changes from the previous year.

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For further information regarding compensation decisions made by the Westlake Compensation Committee during 2020, see the proxy statement that is expected to be filed by Westlake in connection with its 2021 annual meeting of stockholders.

In February 2020 , the Westlake Compensation Committee elected to leave the base salaries for the Westlake NEOs unchanged at:

$1,144,000 for Mr.

Albert Chao and $628,000 for Mr.

In lieu of a salary increase for 2020, the Westlake Compensation Committee elected to issue a special, one-time grant of Westlake restricted stock units, which will vest in one year, to the Westlake NEOs, equivalent in value to what would have been provided as an increase to the base salary of the Westlake NEOs.

In lieu of a salary increase for 2020, the Westlake Compensation Committee elected to issue a special, one-time grant of Westlake restricted stock units, which vested in one year, to the Westlake NEOs, equivalent in value to what would have been provided as an increase to the base salary of the Westlake NEOs, to further align the interests of Westlake NEOs with those of Westlake’s stockholders.

In February 2021, the Westlake Compensation Committee elected to increase the base salary for Mr.

Albert Chao to $1,167,000 from $1,144,000 and for Mr.

Bender to $641,000 from $628,000.

Employment Agreements;

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Benjamin Ederington

Stephen Finley

Executive Compensation

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Summary Compensation Table

Name and Principal Position

Base Salary (1)

Name and Principal Position Year Base Salary (1)

Portion Allocation (2)

President and Chief Executive Officer 2020 $ 1,144,000 10.0 % $ 114,400

2019 1,144,000 10.0 % 114,400

2018 1,100,000 10.0 % 110,000

Steven Bender

Senior Vice President

Chief Financial Officer and Treasurer

Executive Vice President and

Chief Financial Officer 2020 628,000 12.5 % 78,500

2019 628,000 10.0 % 62,800

2018 600,000 12.5 % 75,000

______________________________

(1) See "Compensation Discussion and Analysis—Establishing Compensation Levels—Base Pay" for more information on base salary.

Because no portion of the grants was allocated to us by Westlake, those grants are not reflected in the table above.

(2) See "Compensation Discussion and Analysis—Overview" for more information on the portion of base salary allocated to us by Westlake.

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Minas and Messrs.

Lukens and Woelfel) receive compensation from our general partner for their service.

Finley and Woelfel) receive compensation from our general partner for their service.

In 2020, Messrs.

Lukens and Lumpkins and Ms.

Minas each received an annual retainer valued at approximately $180,000, of which $80,000 was paid in the form of a cash retainer and the remaining $100,000 was paid in the form of a grant of phantom unit awards under the LTIP.

In connection with his appointment to the Board of Directors, Mr.

Woelfel received a grant of phantom unit awards valued at $100,000.

Finley and Woelfel and Ms.

Minas each received an annual retainer valued at approximately $180,000, of which $80,000 was paid in the form of a cash retainer (with the first quarterly payment to Mr.

Finley prorated from the date of his appointment) and the remaining $100,000 was paid in the form of a grant of phantom unit awards under the LTIP.

In addition, in connection with his appointment to the Board of Directors, Mr.

Finley received a grant of phantom unit awards valued at $100,000, effective May 14, 2020.

All phantom unit awards vest on the first anniversary of their grant date.

Lukens, as the audit committee chairman, received an additional cash retainer of $15,000, Mr.

Lumpkins, as the conflicts committee chairman until November 2019, received an additional cash retainer of $20,000, and Ms.

Minas, as a member of the conflicts committee, received an additional cash retainer of $15,000 in recognition of their service in 2019.

Finley, as the audit committee chairman, received an additional cash retainer of $11,542, Mr.

Lukens, as the audit committee chairman until March 2020, received an additional cash retainer of $ 3,750, Ms.

Minas, as the conflicts committee chair, received an additional cash retainer of $7,500, and Mr.

Woelfel, as a member of the conflicts committee, received an additional cash retainer of $5,000 in recognition of their service in 2020.

In addition, each non-employee director is reimbursed for out-of-pocket expenses in connection with attending board and committee meetings.

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The following table sets forth a summary of the compensation paid to non-employee directors in 2020:

Fees Earned or Paid in Cash

Phantom Unit Awards (1)

Name Fees Earned or Paid in Cash Phantom Unit Awards (1)

All Other Compensation (2)

David Lumpkins (3)

Stephen Finley (3)

$ 73,098 $ 200,000 $ 7,657 $ 280,755

23,750 — 4,373 28,123

Angela Minas 87,500 100,000 8,882 196,382

Woelfel 85,000 100,000 10,540 195,540

______________________________

(1) The amounts reflected in this column represent the grant date fair value of phantom unit awards granted to the non-employee directors, computed in accordance with FASB ASC Topic 718, as the product of (i) the number of phantom units granted and (ii) the average of the high and low prices of our common units reported on the New York Stock Exchange on the grant date.

As of December 31, 2019 , Mr.

Lukens and Ms.

Minas held 4,638 phantom units, and Mr.

As of December 31, 2020,Ms.

Minas held 5,100 phantom units, Mr.

Finley held zero phantom units and Mr.

Woelfel held 4,358 phantom units.

(2) The amounts reflected in this column represent the amount of cash paid with respect to distribution equivalent rights granted in tandem with the phantom unit awards.

Lumpkins stepped down from, and Mr.

Woelfel joined, the Board of Directors in November 2019.

Lukens retired from, and Mr.

Finley joined, the Board of Directors in March 2020.

CEO Pay Ratio Analysis

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Amount and Nature of Beneficial Ownership of Common Units

Name of Beneficial Owner

Percentage of Common Units Beneficially Owned

Name of Beneficial Owner Direct Other Percentage of Common Units Beneficially Owned

Westlake Chemical Corporation 14,122,230 — 40.1 %

Westlake Chemical Partners GP LLC — — —

Albert Chao 166,435 15,533,192 (1)(2)

James Chao 55,000 15,524,099 (2)

Steven Bender 14,000 — *

Benjamin Ederington 12,000 — *

Stephen Finley — — *

Angela Minas 9,091 — *

Woelfel 16,358 — *

All directors and executive officers as a group (10 persons) 287,984 15,533,192 (1)(2)

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Beneficial Ownership of Common Stock of Westlake Chemical (1)

Directors and Named Executive Officers of Our General Partner

Percent of Class

Directors and Named Executive Officers of Our General Partner Direct Other Percent of Class

Albert Chao 910,109 93,405,554 (2)

James Chao 338,311 93,405,554 (2)

Steven Bender 106,864 — *

Benjamin Ederington 83,452 — *

Stephen Finley — — —

Angela Minas — — —

Woelfel — — —

All directors and executive officers as a group (9 persons) 1,500,970 93,405,554 (2)

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(1) None of the shares beneficially owned by the directors or officers are pledged as security.

Two trusts for the benefit of members of the Chao family, including James Chao and Albert Chao, are the managers of TTWFGP LLC, a Delaware limited liability company, which is the general partner of TTWF LP.

(2) TTWF LP, a Delaware limited partnership, holds 92,010,554 and TTWFGP LLC, the general partner of TTWF LP, holds 1,395,000 of these 93,405,554 shares.

Two trusts for the benefit of members of the Chao family, including James Chao and Albert Chao, are the managers of TTWFGP LLC.

The limited partners of TTWF LP are five trusts principally for the benefit of members of the Chao family, including James Chao and Albert Chao and two corporations owned, indirectly or directly, by certain of these trusts and by other entities owned by members of the Chao family, including Messrs.

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James Chao, Albert Chao, TTWF LP and TTWFGP LLC share voting and dispositive power with respect to the shares of Westlake's common stock beneficially owned by TTWF LP.

James and Albert Chao disclaim beneficial ownership of the 92,010,554 shares held by TTWF LP except to the extent of their respective pecuniary interest therein.

James Chao, Albert Chao and TTWFGP LLC share voting and dispositive power with respect to the shares of Westlake’s common stock beneficially owned by TTWFGP LLC.

James and Albert Chao disclaim beneficial ownership of the 93,405,554 shares held by TTWF LP and TTWFGP LLC except to the extent of their respective pecuniary interest therein.

The following table sets forth each person known to us who is the beneficial owner of 5% or more of our outstanding common units, other than Westlake, the holdings of which are listed in the first table of this Item 12.

Name of Beneficial Owner

Common Units Beneficially Owned

Percentage of Common Units Beneficially Owned

Name of Beneficial Owner Common Units Beneficially Owned Percentage of Common Units Beneficially Owned

Energy Income Partners, LLC

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2,776,709 (1)

First Trust Portfolios L.P., First Trust Advisors L.P.

and The Charger Corporation

120 East Liberty Drive, Suite 400

Wheaton, Illinois 60187

1,794,272 (2)

1555 Peachtree Street NE, Suite 1800

1 unchanged sentence

6,781,916 (3)

Janus Henderson Group plc

201 Bishopsgate

EC2M 3AE United Kingdom

____________________________

(1) Based on a Schedule 13G filed on February 16, 2021.

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Murchie, Eva Pao and John Tyssel had shared voting and shared dispositive power over 2,776,709 common units as portfolios managers with respect to the portfolios managed by Energy Income Partners, LLC, and Saul Ballesteros had shared voting and shared dispositive power over 2,776,709 common units as a control person of Energy Income Partners, LLC.

(2) Based on a Schedule 13G filed on January 11, 2021.

According to the filing, First Trust Advisors L.P.

and The Charger Corporation had shared voting power over 1,788,153 common units and shared dispositive power over 1,794,272 common units.

First Trust Portfolios L.P.

had shared voting power and shared dispositive power over 0 common units.

According to the filing, The Charger Corporation is the general partner of both of First Trust Portfolios L.P.

and First Trust Advisors L.P.;

First Trust Portfolios L.P.

acts as sponsor of certain unit investment trusts which holds common units of the Partnership;

none of First Trust Portfolios L.P., First Trust Advisors L.P.

and The Charger Corporation have the power to vote the units of the Partnership held by these unit investment trusts sponsored by First Trust Portfolios L.P;

and the units are voted by the trustee of the unit investment trusts.

(3) Based on an Amendment No.

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had sole voting and sole dispositive power over 6,781,916 common units.

Based on an Amendment No.

1 to a Schedule 13G filed on February 14, 2020.

According to the filing, Janus Henderson Group plc.

had shared voting and shared dispositive power over 1,900,928 common units and one of its managed portfolios, Janus Henderson Small Cap Value Fund ("Janus Small Cap"), had shared voting and shared dispositive power over 1,786,699 of those common units.

According to the filing, another affiliate, Perkins Investment Management LLC ("Perkins"), may be deemed to be the beneficial owner of 1,900,928 common units as a result of its role as investment advisor to the managed portfolios of Janus Henderson Group plc.

However, according to the filing, Perkins does not have the right to receive any dividends from, or the proceeds from the sale of, any common units held by such managed portfolios and disclaims any ownership associated with the same.

Equity Compensation Plan Information

Units authorized for issuance under the Partnership's Long-Term Incentive Plan (the "LTIP") are summarized in the following table.

Plan Category

Number of units

Plan Category Number of units

to be issued upon

exercise of outstanding options, warrants and rights (a)

Weighted-average

exercise of outstanding options, warrants and rights (a) Weighted-average

exercise price of

options, warrants

Number of securities remaining available

(b) Number of securities remaining available

for future issuance under equity

3 unchanged sentences

Equity compensation plan approved by security holders (1)

Equity compensation plan not approved by security holders

20,439 $ 0 1,226,206

Equity compensation plan not approved by security holders 0 N/A 0

Total 20,439 $ — 1,226,206

______________________________

(1) Adopted by our general partner's board of directors in connection with our IPO.

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Under the Partnership Agreement, all determinations, other actions or failures to act by our general partner, the board of directors or any committee thereof (including the conflicts committee) will be presumed to be "in good faith," and in any proceeding brought by or on behalf of us or any of our unitholders, the person bringing or prosecuting such proceeding will have the burden of overcoming such presumption and proving that such determination was not in good faith.

The information required by Item 407(a) of Regulation S-K is included in "Item 10.

Directors, Executive Officers and Corporate Governance."

Procedures for Review, Approval and Ratification of Transactions with Related Persons

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In addition, if distributions exceed the minimum quarterly distribution and other higher target distribution levels, Westlake, as the holder of our incentive distribution rights, will be entitled to increasing percentages of the distributions, up to 50% of the distributions above the highest target distribution level.

Assuming we have sufficient available cash to pay the full minimum quarterly distribution on all of our outstanding units for four quarters, Westlake would receive an annual distribution of approximately $15.5 million on its common units.

Assuming we have sufficient available cash to pay the full minimum quarterly distribution of $0.2750 per unit on all of our outstanding units for four quarters, Westlake would receive an annual distribution of approximately $15.5 million on its common units.

During 2020, we made a $1.8856 per unit distribution to all of our unitholders, resulting in Westlake receiving approximately $26.6 million.

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For amounts paid by us or Westlake, as applicable, under the agreements described below, see Note 11 to our consolidated financial statements.

The information required by Item 407(a) of Regulation S-K is included in "Item 10.

Directors, Executive Officers and Corporate Governance."

In addition to the agreements described below, we also entered into the MLP Revolver in 2015, which was amended in August 2017 and December 2017, and OpCo entered into the OpCo Revolver and assumed various promissory notes at the closing of the IPO.

In addition to the agreements described below, we also entered into the MLP Revolver in 2015, which was amended in August 2017, December 2017 and March 2020, and OpCo entered into the OpCo Revolver and assumed various promissory notes at the closing of the IPO.

The OpCo Revolver was amended in September 2018 to extend the maturity date from August 4, 2019 to September 25, 2023, and revise the applicable margin from 3% to 2%.

47 unchanged sentences

$ 961,250 $ 750,000

245,770 279,154

Total $ 1,207,020 $ 1,029,154

______________________________

(1) Audit fees represent fees billed for professional services rendered for the audits of our annual consolidated financial statements, audit of internal controls, quarterly review of our consolidated financial statements, reviews of documents filed with the SEC, registration statements and comfort letters.

11 unchanged sentences

Exhibit Index

Equity Purchase Agreement by and among Westlake Chemical Partners LP, Westlake Chemical OpCo LP and WPT LLC, dated as of April 29, 2015 (incorporated by reference to Exhibit 2.1 to Westlake Chemical Partners LP's Current Report on Form 8-K, filed on April 30, 2015, File No 001-36567).

Equity Purchase Agreement by and among Westlake Chemical Partners LP, Westlake Chemical OpCo LP and WPT LLC, dated as of September 26, 2017 (incorporated by reference to Exhibit 2.1 to Westlake Chemical Partners LP's Current Report on Form 8-K, filed on September 26, 2017, File No.

Equity Purchase Agreement by and among Westlake Chemical Partners LP, Westlake Chemical OpCo LP and WPT LLC, dated as of March 26, 2019 (incorporated by reference to Exhibit 2.1 to Westlake Chemical Partners LP's Current Report on Form 8-K, filed on March 27, 2019, File No.

3.1 Certificate of Limited Partnership of Westlake Chemical Partners LP (incorporated by reference to Exhibit 3.1 to Westlake Chemical Partners LP's Registration Statement on Form S-1 (File No.

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3.4 Amendment No.

2 to the First Amended and Restated Agreement of Limited Partnership of Westlake Chemical Partners LP (incorporated by reference to Exhibit 3.1 to Westlake Chemical Partners LP's Current Report on Form 8-K filed on July 30, 2018 (File No.

3.5 Amended and Restated Limited Partnership Agreement of Westlake Chemical OpCo LP (incorporated by reference to Exhibit 10.7 to Westlake Chemical Partners LP's Current Report on Form 8-K (File No.

001-36567) filed on August 8, 2014).

3.6 Amendment No.

1 to the First Amended and Restated Agreement of Limited Partnership of Westlake Chemical OpCo LP dated as of December 1, 2017 (File No.

1 unchanged sentence

01-36567) filed on March 1, 2018).

Amendment No.

Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.

4.1 Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.1 to Westlake Chemical Partners ' Annual Report on Form 10-K for the year ended December 31, 2019, File No.

4.2 Indenture dated as of January 1, 2006 by and among Westlake Chemical Corporation, the potential subsidiary guarantors listed therein and JPMorgan Chase Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to Westlake Chemical Corporation's Current Report on Form 8-K, filed on January 13, 2006, File No.

Third Supplemental Indenture, dated as of July 2, 2010, among Westlake Chemical Corporation, the Subsidiary Guarantors (as defined therein) and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.2 to Westlake Chemical Corporation's Current Report on Form 8-K, filed on July 8, 2010, File No.

Fourth Supplemental Indenture, dated as of December 2, 2010, among Westlake Chemical Corporation, the Subsidiary Guarantors (as defined therein) and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.2 to Westlake Chemical Corporation's Current Report on Form 8-K, filed on December 8, 2010, File No.

Fifth Supplemental Indenture, dated as of December 2, 2010, among Westlake Chemical Corporation, the Subsidiary Guarantors (as defined therein) and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.3 to Westlake Chemical Corporation's Current Report on Form 8-K, filed on December 8, 2010, File No.

Supplemental Indenture, dated as of December 31, 2007, among Westlake Chemical Corporation, WPT LLC, Westlake Polymers LLC, Westlake Petrochemicals LLC, Westlake Styrene LLC, the other subsidiary guarantors party thereto and The Bank of New York Trust Company, N.A.

related to the 6 ¾% senior notes (incorporated by reference to Exhibit 4.7 to Westlake Chemical Corporation's Annual Report on Form 10-K for the year ended December 31, 2007, filed on February 20, 2008, File No.

4.3 Sixth Supplemental Indenture, dated as of July 17, 2012, among Westlake Chemical Corporation, the Subsidiary Guarantors (as defined therein) and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.2 to Westlake Chemical Corporation's Current Report on Form 8-K, filed on July 16, 2012, File No.

1 unchanged sentence

4.5 Eighth Supplemental Indenture (including the form of the Notes), dated as of August 10, 2016, among Westlake Chemical Corporation, the Guarantors (as defined therein) and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.2 to Westlake Chemical Corporation's Current Report on Form 8-K, filed on August 10, 2016, File No.

Ninth Supplemental Indenture (including the form of the Notes), dated as of September 7, 2016, among Westlake Chemical Corporation, the Guarantors (as defined therein) and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.2 to Westlake Chemical Corporation's Current Report on Form 8-K, filed on September 7, 2016, File No.

Tenth Supplemental Indenture (including the form of the Notes), dated as of November 29, 2017, among Westlake Chemical Corporation, the Subsidiary Guarantors (as defined therein) and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.2 to Westlake Chemical Corporation's Current Report on Form 8-K, filed on November 28, 2017, File No.

Eleventh Supplemental Indenture (including the form of the Notes), dated as of November 28, 2017, among Westlake Chemical Corporation, the Subsidiary Guarantors (as defined therein) and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.3 to Westlake Chemical Corporation's Current Report on Form 8-K, filed on November 28, 2017, File No.

Supplemental Indenture (including the form of the Notes), dated as of February 1, 2018, among Westlake Chemical Corporation, the Subsidiary Guarantors (as defined therein) and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.19 to Westlake Chemical Corporation's Annual Report on Form 10-K for the year ended December 31, 2017, filed on February 21, 2018, File No.

4.6 Tenth Supplemental Indenture (including the form of the Notes), dated as of November 29, 2017, among Westlake Chemical Corporation, the Subsidiary Guarantors (as defined therein) and The Bank of New York Melon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.2 to Westlake Chemical Corporation ' s Current Report on Form 8-K, filed on November 28, 2017, File No.

4.7 Eleventh Supplemental Indenture (including the form of the Notes), dated as of November 28, 2017, among Westlake Chemical Corporation, the Subsidiary Guarantors (as defined therein) and The Bank of New York Melon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.3 to Westlake Chemical Corporation ' s Current Report on Form 8-K, filed on November 28, 2017, File No.

4.8 Registration Rights Agreement by and among Westlake Chemical Partners LP and the persons named therein, dated as of March 29, 2019 (incorporated by reference to Exhibit 4.1 to Westlake Chemical Partners LP's Current Report on Form 8-K, filed on March 29, 2019, File No.

1 unchanged sentence

4.10 Paying Agency Agreement dated as of July 17, 2019, between Westlake Chemical Corporation and The Bank of New York Mellon, London Branch, as paying agent (incorporated by reference to Exhibit 4.4 to Westlake's Current Report on Form 8-K, filed on July 17, 2019, File No.

4.11 Thirteenth Supplemental Indenture (including the form of Notes), dated as of June 12, 2020, between Westlake Chemical Corporation and The Bank of New Mellon Trust Company, N.A., as trustee (incorporated by reference to Westlake Chemical Corporation ' s Current Report on Form 8-K filed on June 12, 2020, File No.

10.1 Omnibus Agreement among Westlake Management Services, Inc., Westlake Vinyls Corporation, Westlake Chemical Partners GP LLC, Westlake Chemical Partners LP, WPT LLC, Westlake Petrochemicals LLC, Westlake Vinyls, Inc., Westlake Longview Corporation, Westlake Chemical OpCo GP LLC, Westlake Chemical OpCo LP, Westlake PVC Corporation, Westlake Styrene LLC and Westlake Polymers LLC (incorporated by reference to Exhibit 10.1 to Westlake Chemical Partners LP's Current Report on Form 8-K (File No.

12 unchanged sentences

001-36567) filed on August 8, 2014).

Amended and Restated Limited Partnership Agreement of Westlake Chemical OpCo LP (incorporated by reference to Exhibit 10.7 to Westlake Chemical Partners LP's Current Report on Form 8-K (File No.

001-36567) filed on August 8, 2014).

10.7 Senior Unsecured Revolving Credit Agreement by and among Westlake Chemical OpCo LP and Westlake Development Corporation, dated as of August 4, 2014 (incorporated by reference to Exhibit 10.9 to Westlake Chemical Partners LP's Current Report on Form 8-K (File No.

001-36567) filed on August 8, 2014).

Amended and Restated Senior Unsecured Revolving Credit Agreement by and among Westlake Chemical OpCo LP, Westlake Polymers LLC, and the lenders party thereto, dated as of June 1, 2017.

10.8 Amended and Restated Senior Unsecured Revolving Credit Agreement by and among Westlake Chemical OpCo LP, Westlake Polymers LLC, and the lenders party thereto, dated as of June 1, 2017 (incorporated by reference to Exhibit 10.9 to Westlake Chemical Partners LP's Annual Report on Form 10-K for the year ended December 31, 2019, filed on February 28, 2020, File No.

10.9† Westlake Chemical Partners LP Long-Term Incentive Plan (incorporated by reference to Exhibit 10.8 to Westlake Chemical Partners LP's Current Report on Form 8-K (File No.

1 unchanged sentence

10.10 Senior Unsecured Revolving Credit Agreement by and among Westlake Chemical Partners LP and Westlake Chemical Finance Corporation, dated as of April 29, 2015 (incorporated by reference to Exhibit 10.1 to Westlake Chemical Partners LP's Current Report on Form 8-K, filed on April 30, 2015, File No.

Credit Agreement, dated as of August 10, 2016, by and between Bank of America, N.A.

and Westlake International Holdings II C.V.

(incorporated by reference to Exhibit 10.3 to Westlake Chemical Corporation's Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, and filed on November 9, 2016, File No.

10.11 First Amendment to Ethylene Sales Agreement (incorporated herein by reference to Exhibit 10.1 to Westlake Chemical Partners LP's Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, filed on August 9, 2016, File No.

7 unchanged sentences

01-36567) filed on March 1, 2018).

10.16 Third Amendment to Senior Unsecured Revolving Credit Agreement by and between Westlake Chemical Partners LP, as borrower, and Westlake Chemical Finance Corporation, as lender, dated as of March 19, 2020 (incorporated herein by reference to Exhibit 10.1 to Westlake Chemical Part ners LP 's Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, filed on May 6, 2020, File No.

001-3 6567 ).

10.17† Form of Phantom Unit Agreement (incorporated by reference to Exhibit 10.12 to Westlake Chemical Partners LP's Annual Report on Form 10-K for the year ended December 31, 2017 (File No.

5 unchanged sentences

01-36567) filed on November 6, 2018).

First Amendment to Equity Distribution Agreement by and among Westlake Chemical Partners LP, Westlake Chemical Partners GP LLC, UBS Securities LLC, Barclays Capital Inc., BofA Securities, Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., RBC Capital Markets, LLC and Wells Fargo Securities, LLC dated as of February 28, 2020.

10.21 Equity Purchase Agreement by and among Westlake Chemical Partners LP, Westlake Chemical OpCo LP and WPT LLC, dated as of March 26, 2019 (incorporated by reference to Exhibit 2.1 to Westlake Chemical Partners LP's Current Report on Form 8-K, filed on March 27, 2019, File No.

10.22 First Amendment to Equity Distribution Agreement by and among Westlake Chemical Partners LP, Westlake Chemical Partners GP LLC, UBS Securities LLC, Barclays Capital Inc., BofA Securities, Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., RBC Capital Markets, LLC and Wells Fargo Securities, LLC dated as of February 28, 2020 (incorporated by reference to Exhibit 10.22 to Westlake Chemical Partnership LP's Annual Report on Form 10-K for the year ended December 31, 2019, filed on February 28, 2020, File No, 001-36567).

21.1* List of Subsidiaries of Westlake Chemical Partners LP.

3 unchanged sentences

32.1** Section 1350 Certification (Principal Executive Officer and Principal Financial Officer).

XBRL Instance Document-The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document.

XBRL Taxonomy Extension Schema Document.

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101.SCH* XBRL Taxonomy Extension Schema Document.

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101.DEF* XBRL Taxonomy Extension Definition Linkbase Document.

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104 Cover Page Interactive Data File - The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document and contained in Exhibit 101.

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WESTLAKE CHEMICAL PARTNERS LP

February 28, 2020

/s/ A LBERT C HAO

March 2, 2021 /s/ A LBERT C HAO

President, Chief Executive Officer and Director of

2 unchanged sentences

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature Title Date

/ S / A LBERT C HAO

President, Chief Executive Officer and Director

(Principal Executive Officer)

February 28, 2020

(Principal Executive Officer) March 2, 2021

S TEVEN B ENDER

Senior Vice President, Chief Financial Officer

and Director (Principal Financial Officer)

February 28, 2020

Executive Vice President, Chief Financial Officer

and Director (Principal Financial Officer) March 2, 2021

Steven Bender

/ S / G EORGE J.

/S/ J OHNATHAN S.

Vice President and Chief Accounting Officer

(Principal Accounting Officer)

February 28, 2020

(Principal Accounting Officer) March 2, 2021

B ENJAMIN E DERINGTON

Vice President, General Counsel, Secretary

February 28, 2020

Senior Vice President, General Counsel, Chief

Administrative Officer, Corporate Secretary

and Director March 2, 2021

Benjamin Ederington

/ S / J AMES C HAO

Chairman of the Board of Directors

February 28, 2020

/ S / M AX L.

February 28, 2020

Chairman of the Board of Directors March 2, 2021

S TEPHEN F INLEY

Director March 2, 2021

Stephen Finley

/ S / A NGELA M INAS

February 28, 2020

Director March 2, 2021

/ S/ R ANDY W OELFEL

February 28, 2020

Director March 2, 2021

Randy Woelfel

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures