What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2022-03-02 compared with 2021-03-02 · 87 added, 105 removed, 609 unchanged (24% of the section changed)

9 unchanged sentences

Other Information

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not Applicable.

Directors, Executive Officers and Corporate Governance

We are managed and operated by the board of directors and executive officers of our general partner, Westlake Chemical Partners GP LLC, a wholly-owned subsidiary of Westlake.

As a result of owning our general partner, Westlake has the right to appoint all members of the board of directors, including at least three directors meeting the independence standards established by the Exchange Act and the NYSE.

Our unitholders are not entitled to elect our general partner or its directors or otherwise directly participate in our management or operations.

13 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 February 28, 2021.

The following table shows information for the executive officers and directors of our general partner as of March 1, 2022.

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

6 unchanged sentences

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.

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

Name Age (as of March 1, 2022)

Position With Our General Partner

Chao 72 President, Chief Executive Officer and Director

Chao 74 Chairman of the Board of Directors

Steven Bender 65 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

Benjamin Ederington 51 Executive Vice President, General Counsel, Chief Administrative Officer, Corporate Secretary and Director

Stephen Finley

Angela Minas 56 Director

Randy Woelfel 65 Director

Albert Chao .

Kenner 57 Senior Vice President, Olefin Materials & Corporate Procurement

Minas 57 Director

Woelfel 66 Director

46 Vice President and Chief Accounting Officer

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

41 unchanged sentences

Benjamin Ederington .

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.

From December 2015 to July 2017, Mr.

Ederington served as Westlake's Vice President, General Counsel, Chief Administrative Officer and Corporate Secretary and, from October 2013 to December 2015, he was its Vice President, General Counsel and Corporate Secretary.

Ederington has been our general partner's Executive Vice President, General Counsel, Chief Administrative Officer and Corporate Secretary since March 2022 and a director since our general partner's formation in March 2014.

Ederington served as our general partner's Senior Vice President, General Counsel, Chief Administrative Officer and Corporate Secretary from February 2021 to March 2022 and as Vice President, General Counsel and Secretary from March 2014 to February 2021.

Ederington has also been Westlake's Executive Vice President, General Counsel, Chief Administrative Officer and Corporate Secretary since March 2022.

From July 2017 to March 2022, Mr.

Ederington served as Westlake's Senior Vice President, General Counsel, Chief Administrative Officer and Corporate Secretary , from December 2015 to July 2017, he was Westlake's Vice President, General Counsel, Chief Administrative Officer and Corporate Secretary and, from October 2013 to December 2015, he was its Vice President, General Counsel and Corporate Secretary.

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

16 unchanged sentences

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.

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.

Kenner has been our general partner's Senior Vice President, Olefin Materials & Corporate Procurement since March 2022.

Kenner has also been Westlake's Senior Vice President, Olefin Materials & Corporate Procurement since March 2022.

From January 2021 to March 2022, Mr.

Kenner served as Westlake's Senior Vice President, Operations, from July 2017 to December 2020, he was its Senior Vice President, Chemical Manufacturing and, from July 2008 to July 2017, he was its Westlake's Vice President, Manufacturing.

Kenner joined Westlake after a 19-year career at Valero Energy Corporation where he served as Vice President and General Manager of Valero's Delaware City Refinery and its Houston Refinery, as well as other leadership positions in Valero's refining system.

Kenner received a B.S.

in Aerospace Engineering from Texas A&M University and a M.S.

in Chemical Engineering from the University of Texas at Austin.

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

Since July 2021, Ms.

Minas has served on the board of directors and as chair of the audit committee of Vallourec S.A.

and, since January 2022, she has served on the board of directors and as chair of the audit committee of the general partner of Crestwood Equity 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.

7 unchanged sentences

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.

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.

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

30 unchanged sentences

Minas, all of whom are independent.

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

Finley is the current chairman of the audit committee.

13 unchanged sentences

Minas serve on the conflicts committee.

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 eleven meetings, our general partner's audit committee held seven meetings and our general partner's conflicts committee held three meetings.

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

Our general partner did not hold any meetings of the conflicts committee in 2021.

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.

45 unchanged sentences

Willis Towers Watson also assists Westlake with general compensation consultation regarding employees other than the Westlake NEOs.

In 2020, Westlake paid Willis Towers Watson approximately $68,000 for executive compensation advisory services and approximately $1.7 million for other services (primarily related to the administration of Westlake's legacy defined benefit retirement plans).

The decision to engage Willis Towers Watson for the non-executive-compensation services was made by Westlake management and approved by the Westlake Compensation Committee.

In 2021, Westlake paid Willis Towers Watson approximately $160,000 for executive compensation advisory services and approximately $2.85 million for other services (primarily related to due diligence and integration support for Westlake's four acquisitions that were executed in 2021 and the administration of Westlake's legacy defined benefit retirement plans).

The decision to engage Willis Towers Watson for the non-executive-compensation services was made by Westlake management and approved or ratified by the Westlake Compensation Committee.

In February 2022, the Westlake Compensation Committee assessed whether the work of Willis Towers Watson for Westlake during 2021 raised any conflict of interest and concluded that no conflict of interest exists.

The Deliberative Process

In establishing target executive compensation, the Westlake Compensation Committee has selected a set of peer group companies (the "Peer Group") that is used as one of the means in helping to establish executive compensation targets.

The companies that comprise the Peer Group are selected annually from among companies within the chemical industry of relative comparable size to Westlake, with executive positions of similar scope and responsibility and from among companies with which Westlake may compete for executive talent.

In establishing targeted levels of executive compensation, the Westlake Compensation Committee has selected a set of peer group companies (the "Peer Group") from among companies of relative comparable size to Westlake, with executive positions of similar scope and responsibility, and from among companies with which Westlake may compete for executive talent.

With the assistance of Willis Towers Watson, the Westlake Compensation Committee reviews the Peer Group on a regular basis.

To validate current peers and identify potential new peer companies, Willis Towers Watson conducts a comprehensive review using criteria that the Westlake Compensation Committee deems to be appropriate, including recent developments with current peer companies (e.g., merger and acquisition activity and changes in financial performance), revenues (typically using a market competitive range of 0.5x to 2x of Westlake's revenue in determining size-relevant peers), industry classification, market capitalization and other financial data, peers of peers analysis, business and product portfolios, peers as identified by proxy advisory firms such as ISS and Glass Lewis, and business and labor market competitors.

Traditionally, peer companies have been selected from the chemical industry, but as Westlake has continued to grow, it has become increasingly difficult for Willis Towers Watson to find a sufficient number of chemical companies of a comparable size to Westlake to recommend what it considers a statistically-appropriate set of peer companies.

For example, since 2013, Westlake's revenues have more than tripled from $3,759 million in 2013 to $11,778 million in 2021.

Furthermore, due to recent acquisitions and organic growth, Westlake's building and infrastructure products have grown as a proportion of its overall revenues.

For example, in 2021, the businesses in Westlake's Housing and Infrastructure Products segment generated more than a quarter of Westlake's total revenues.

As a result, in 2021, Willis Towers Watson recommended, and the Westlake Compensation Committee agreed, to select peer companies from both the chemical and building products industries.

The following companies make up the Peer Group as adopted by the Westlake Compensation Committee in 2021:

Air Products and Chemicals, Inc.

Builders FirstSource, Inc.

Huntsman Corporation

Axalta Coating Systems Ltd.

Celanese Corporation Masco Corporation

The Mosaic Company

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

The Westlake Compensation Committee may add or replace companies in the Peer Group as warranted to reflect changes in the size, business profile and publicly-listed status of the companies in the Peer Group to help ensure that companies more comparable in size and business profile to Westlake are included.

In addition to referring to the Peer Group, Willis Towers Watson utilizes survey data from its proprietary general industry and chemical industry databases, including, but not limited to, the Willis Towers Watson CDB Executive Survey as well as the Korn Ferry Hay Group Chemicals Industry survey and other relevant market information, that compare the compensation of executives at numerous companies in similar positions as the Westlake NEOs (the "Market Survey").

The Market Survey is used in conjunction with the Peer Group data (collectively, the "Reference Points") to help validate the market findings and more specifically establish market compensation rates for positions for which there are limited Peer Group data and/or for positions that are not industry-specific and for which Westlake would need to recruit on a broader basis (for instance, Chief Financial Officer).

Finally, in establishing the target executive compensation, the Westlake Compensation Committee takes a total compensation view to include base pay, cash bonuses and long-term incentive and equity awards, so that as long as the composite total compensation of a Westlake NEO is competitive with the Reference Points, individual components may fall below or above the median of the Reference Points.

The Chemours Company Olin Corporation

DuPont de Nemours, Inc.

Owens Corning

Eastman Chemical Company PPG Industries, Inc.

Fortune Brands Home & Security, Inc.

RPM International Inc.

The Westlake Compensation Committee will continue to make changes in the Peer Group as warranted to reflect changes in the size, business profile and publicly-listed status of the companies to help ensure that companies more comparable in size and business profile to Westlake are included and continue to be appropriate for the compensation decision-making process.

In addition to referring to the Peer Group, Willis Towers Watson utilizes survey data from its proprietary compensation databases, including, but not limited to, the Willis Towers Watson CDB Executive Survey as well as the Korn Ferry Hay Group Chemicals Industry survey and other relevant market information.

These surveys compare the compensation of executives at numerous companies to similar positions as the Westlake NEOs (the "Market Survey").

The Market Survey is used in conjunction with the Peer Group data (collectively, the "Reference Points") to help validate the market findings and more specifically establish market compensation rates for positions with limited Peer Group data and/or for positions that are not industry-specific and for which Westlake would need to recruit on a broader basis (for instance, Chief Financial Officer).

Finally, in establishing the target executive compensation, the Westlake Compensation Committee takes a total compensation view to include base pay, cash bonuses and long-term incentives, so that as long as the composite total compensation of a Westlake NEO is competitive with the Reference Points, individual components may fall below or above the median of the Reference Points.

In conducting its surveys for the Reference Points, Willis Towers Watson reports directly to the Westlake Compensation Committee on each component and on a composite total compensation basis.

The Westlake Compensation Committee meets annually in February to address the compensation of the Westlake NEOs and other Westlake Executives.

During this meeting, the Westlake Compensation Committee reviews the achievement of Westlake's goals and objectives, including Westlake's performance relative to its competitors within the commodity chemical industry, including those direct competitors within the Peer Group, and the Westlake Compensation Committee reviews the Reference Points as well as other relevant factors established by the Westlake Compensation Committee for the Westlake PEO and the factors established by the Westlake PEO in setting and approving the other Westlake NEOs' compensation.

During this meeting, the Westlake Compensation Committee reviews the achievement of Westlake's goals and objectives, including Westlake's Economic Value Added (defined as the net operating profit after taxes in relation to capital employed) and performance relative to its competitors within the chemical and building products industries, including those direct competitors within the Peer Group, the Reference Points and other relevant factors established by the Westlake Compensation Committee.

During this deliberation, the Westlake PEO is excused from the meeting to allow the other members of the Westlake Compensation Committee to deliberate independently regarding the Westlake PEO's compensation.

8 unchanged sentences

• aligning management interests with the interests of Westlake's stockholders;

• balancing short-term objectives with long-term strategic initiatives and thinking through the design of both short-term and long-term pay programs.

• balancing short-term objectives with long-term strategic initiatives.

Establishing Compensation Levels

14 unchanged sentences

For further information regarding compensation decisions made by the Westlake Compensation Committee during 2021, see the proxy statement that is expected to be filed by Westlake in connection with its 2022 annual meeting of stockholders.

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 2022, the Westlake Compensation Committee elected to increase the base salary for Mr.

30 unchanged sentences

(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.

7 unchanged sentences

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.

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.

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

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.

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

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

5 unchanged sentences

$ 95,000 $ 100,000 $ 15,815 $ 210,815

23,750 — 4,373 28,123

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

Minas 80,000 100,000 10,481 190,481

Woelfel 80,000 100,000 9,319 189,319

2 unchanged sentences

As of December 31, 2021, Ms.

Minas held 5,100 phantom units, Mr.

Finley held zero phantom units and Mr.

Woelfel held 4,358 phantom units.

Finley and Mr.

Woelfel each held 3,726 phantom units, which will become fully vested on August 11, 2022.

(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.

Lukens retired from, and Mr.

Finley joined, the Board of Directors in March 2020.

CEO Pay Ratio Analysis

27 unchanged sentences

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

Westlake Chemical Corporation 14,122,230 — 40.1 %

Westlake 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)

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

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

Steven Bender 14,000 — *

1 unchanged sentence

Stephen Finley

Angela Minas 9,091 — *

Minas 17,564 — *

Woelfel 18,822 — *

5 unchanged sentences

Albert Chao serves as trustee.

(2) The amount includes 14,122,230 common units held by WPT, LLC, a wholly-owned subsidiary of Westlake Chemical Corporation, and 1,401,869 common units held by TTWFGP LLC.

(2) The amount includes 14,122,230 common units held by WPT, LLC, a wholly-owned subsidiary of Westlake Corporation, and 1,401,869 common units held by TTWFGP LLC.

Two trusts for the benefit of members of the Chao family, including Messrs.

3 unchanged sentences

James and Albert Chao disclaim beneficial ownership of the 15,524,099 units held by WPT, LLC and TTWFGP LLC except to the extent of their respective pecuniary interest therein.

The following table sets forth, as of February 19, 2021, the number of shares of common stock of Westlake Chemical Corporation beneficially owned by each director and named executive officer of our general partner and by all directors and executive officers of our general partner as a group:

The following table sets forth, as of February 18, 2022, the number of shares of common stock of Westlake Corporation beneficially owned by each director and named executive officer of our general partner and by all directors and executive officers of our general partner as a group:

Amount and Nature of

Beneficial Ownership of Common Stock of Westlake Chemical (1)

Beneficial Ownership of Common Stock of Westlake (1)

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)

Chao 977,243 93,405,554 (2)

Chao 430,131 93,405,554 (2)

Steven Bender 89,893 — *

1 unchanged sentence

Stephen Finley — — —

Angela Minas — — —

Woelfel — — —

89 unchanged sentences

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.

During 2021, we made aggregate distributions of $1.8856 per unit to all of our unitholders, resulting in Westlake receiving approximately $26.6 million.

Our general partner and its affiliates are entitled to reimbursement for all expenses they incur on our behalf, including salaries and employee benefit costs for employees who provide services to us, and all other necessary or appropriate expenses allocable to us or reasonably incurred by our general partner and its affiliates in connection with operating our business.

59 unchanged sentences

______________________________

(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.

(2) Represents tax services with respect to the preparation of the Partnership's 2020 K-1 statements in 2021, and the preparation of the Partnership's 2019 K-1 statements in 2020 and compliance services in 2021 and 2020, respectively.

25 unchanged sentences

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.

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.

4.4 Seventh Supplemental Indenture, dated as of February 12, 2013, 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 4.16 to Westlake Chemical Corporation's Annual Report on Form 10-K for the year ended December 31, 2012, filed on February 22, 2013, File No.

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.

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.

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

4.3 Sixth Supplemental Indenture, dated as of July 17, 2012, among Westlake 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 Corporation's Current Report on Form 8-K, filed on July 16, 2012, File No.

4.4 Seventh Supplemental Indenture, dated as of February 12, 2013, among Westlake 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 4.16 to Westlake Corporation's Annual Report on Form 10-K for the year ended December 31, 2012, filed on February 22, 2013, File No.

4.5 Eighth Supplemental Indenture (including the form of the Notes), dated as of August 10, 2016, among Westlake 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 Corporation's Current Report on Form 8-K, filed on August 10, 2016, File No.

4.6 Tenth Supplemental Indenture (including the form of the Notes), dated as of November 29, 2017, among Westlake 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 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 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 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.

4.9 Twelfth Supplemental Indenture (including the form of the Notes), dated as of July 17, 2019, between Westlake Chemical Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.2 to Westlake's Current Report on Form 8-K filed on July 17, 2019, File No.

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.

4.9 Twelfth Supplemental Indenture (including the form of the Notes), dated as of July 17, 2019, between Westlake Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.2 to Westlake's Current Report on Form 8-K filed on July 17, 2019, File No.

4.10 Paying Agency Agreement dated as of July 17, 2019, between Westlake 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 Corporation and The Bank of New Mellon Trust Company, N.A., as trustee (incorporated by reference to Westlake Corporation's Current Report on Form 8-K filed on June 12, 2020, File No.

4.12 Fourteenth Supplemental Indenture (including the form of Notes), dated as of August 19, 2021 , between Westlake Corporation and The Bank of New Mellon Trust Company, N.A., as trustee (incorporated by reference to Westlake Corporation's Current Report on Form 8-K filed on August 19, 2021 , 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.

21 unchanged sentences

01-36567) filed on March 7, 2017).

10.13 Investment Management Agreement among Westlake Chemical Corporation, Westlake Chemical OpCo LP, and Westlake Chemical Partners LP, dated as of August 1, 2017 (incorporated by reference to Exhibit 10.1 to Westlake Chemical Partners LP's Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, (File No.

10.13 Investment Management Agreement among Westlake Corporation, Westlake Chemical OpCo LP, and Westlake Chemical Partners LP, dated as of August 1, 2017 (incorporated by reference to Exhibit 10.1 to Westlake Chemical Partners LP's Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, (File No.

01-36567) filed on November 7, 2017).

3 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 ).

10.16 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 Partners LP's Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, filed on May 6, 2020, File No.

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.

22 unchanged sentences

** Furnished herewith.

*** On February 18, 2022, Westlake Chemical Corporation changed its corporate name to Westlake Corporation.

Accordingly, filings made prior to such date were made under the name Westlake Chemical Corporation.

† Management contract or compensatory plan or arrangement.

20 unchanged sentences

B ENJAMIN E DERINGTON

Senior Vice President, General Counsel, Chief

Executive Vice President, General Counsel, Chief

Administrative Officer, Corporate Secretary

12 unchanged sentences

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

What changed 10-K

Item 9A. Controls and Procedures