What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2023-03-01 compared with 2022-03-02 · 45 added, 38 removed, 658 unchanged (11% of the section changed)

1 unchanged sentence

Disclosure Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of our management, including our President and Chief Executive Officer and our Senior Vice President and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures pursuant to Rules 13a-15 or 15d-15 under the Exchange Act, as of the end of the period covered by this Annual Report on Form 10-K.

Based upon that evaluation, our President and Chief Executive Officer and our Senior Vice President and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2021 to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosure.

We carried out an evaluation, under the supervision and with the participation of our management, including our President and Chief Executive Officer and our Executive Vice President and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures pursuant to Rules 13a-15 or 15d-15 under the Exchange Act, as of the end of the period covered by this Annual Report on Form 10-K.

Based upon that evaluation, our President and Chief Executive Officer and our Executive Vice President and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2022 to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosure.

Internal Control Over Financial Reporting

24 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 March 1, 2022.

The following table shows information for the executive officers and directors of our general partner as of February 28, 2023.

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 March 1, 2022)

Name Age (as of February 28, 2023)

Position With Our General Partner

55 unchanged sentences

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.

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.

9 unchanged sentences

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.

From June 2007 to May 2022, Mr.

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

and, 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.

5 unchanged sentences

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 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 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.

14 unchanged sentences

Minas is a graduate of Rice University, where she earned a Bachelor of Arts in Managerial Studies and a Master of Business Administration with a concentration in Finance and Accounting.

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.

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

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

Since March 2013, Mr.

Woelfel has served as a director of Black & Veatch Holding Company.

Woelfel has served as a director of Black & Veatch Holding Company, where he is currently a member of the Audit and Compensation and Development committees.

Woelfel was Chief Executive Officer and a director of NOVA Chemicals Corporation from November 2009 until May 2014.

42 unchanged sentences

Minas serve on the conflicts committee.

Minas currently serves as chair of the conflicts committee.

Minas is the current chair of the conflicts committee.

Any matters approved by the conflicts committee in good faith will be conclusively deemed to be fair and reasonable to us, approved by all of our partners and not a breach by our general partner of any duties it may owe us or our unitholders.

Meetings of the Board

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.

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

45 unchanged sentences

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

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).

In 2022, Westlake paid Willis Towers Watson approximately $165,000 for executive compensation advisory services and approximately $3 million for other services (primarily related to integration support for Westlake's recent acquisitions 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.

5 unchanged sentences

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.

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

As a result, in November 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 2022:

9 unchanged sentences

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.

As recommended by Williams Towers Watson, the 2022 selected Peer Group reflects no changes from the previous year.

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 comparable in size and business profile to Westlake are included and continue to be appropriate for the compensation decision-making process.

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

74 unchanged sentences

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 $15,000.

The audit committee chairman received an additional cash retainer of $15,000, which was increased to $20,000 from August 2022, and, in recognition of the activities undertaken by the conflicts committee, the conflicts committee chair received an additional cash retainer of $7,500 and the other members of conflicts committee each received an additional cash retainer of $5,000.

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

60 unchanged sentences

James and Albert Chao, are the managers of TTWFGP LLC, a Delaware limited liability company.

As of February 18, 2022, James Chao had sole voting power and sole dispositive power over 55,000 units and shared voting power and shared dispositive power over 15,524,099 units;

and Albert Chao had sole voting power and sole dispositive power over 166,435 units and shared voting power and shared dispositive power over 15,533,192 units.

As of February 22, 2023, James Chao had sole voting power and sole dispositive power over 13,908 units and shared voting power and shared dispositive power over 15,524,099 units, and Albert Chao had sole voting power and sole dispositive power over 166,435 units and shared voting power and shared dispositive power over 15,533,192 units.

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.

35 unchanged sentences

______________________________

(1) Based on a Schedule 13G filed on February 14, 2022.

(1) Based on an Amendment No.

3 to a Schedule 13G filed on February 14, 2023.

According to the filing, Energy Income Partners, LLC had shared voting and shared dispositive power over 2,480,730 common units.

1 unchanged sentence

Murchie, Eva Pao and John Tyssel had shared voting and shared dispositive power over 2,480,730 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 2,480,730 common units as a control person of Energy Income Partners, LLC.

(2) Based on a Schedule 13G filed on January 28, 2021.

(2) Based on an Amendment No.

2 to a Schedule 13G filed on January 11, 2023.

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

39 unchanged sentences

Transactions with Westlake and its affiliated entities are considered to be related party transactions because Westlake and its affiliates own more than 5% of our equity interests;

in addition, certain of Westlake's directors and executive officers serve as directors and executive officers of both Westlake and our general partner.

in addition, certain of Westlake's directors and executive officers also serve as directors and executive officers of our general partner.

Whenever a conflict arises between our general partner or its owners, on the one hand, and us or our limited partners, on the other hand, the resolution, course of action or transaction in respect of such conflict of interest shall be conclusively deemed approved by us and all our limited partners and shall not constitute a breach of the Partnership Agreement, of any agreement contemplated thereby or of any duty, if the resolution, course of action or transaction in respect of such conflict of interest is:

14 unchanged sentences

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 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.

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 aggregate annual distribution of approximately $15.5 million on its common units.

During 2022, we made aggregate distributions of $1.8856 per unit to all of our unitholders, resulting in Westlake receiving approximately $26.6 million.

7 unchanged sentences

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

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%.

In addition to the agreements described below, we also entered into the MLP Revolver in 2015, which was amended in August 2017, November 2017, March 2020 and July 2022, and OpCo entered into the OpCo Revolver and assumed various promissory notes at the closing of the IPO.

The OpCo Revolver was amended in July 2022 to extend the maturity date from September 25, 2023 to July 12, 2027, replace LIBOR with SOFR as the reference rate, and revise the applicable margin from 2% to 1.75%.

Management's Discussion & Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Indebtedness."

5 unchanged sentences

This purchase price is not designed to cover capital expenditures for expansion.

Under specified circumstances, cost underrecoveries may be carried forward for recovery in subsequent years.

Variable costs not incurred by OpCo due to a deficiency in takes are rebated to Westlake.

Under specified circumstances, unrecovered costs may be carried forward for recovery in subsequent years.

Variable costs not incurred by OpCo due to deficiencies in purchases by Westlake are rebated to Westlake.

Certain of the pricing components that make up the price for ethylene sold under the Ethylene Sales Agreement are modified to reflect the portion of OpCo's production capacity that is used to process Westlake's purge gas instead of producing ethylene.

29 unchanged sentences

Investment Management Agreement

On August 1, 2017, we, OpCo and Westlake executed an Investment Management Agreement that authorizes Westlake to invest our and OpCo's excess cash with Westlake for a term of up to a maximum of nine months.

On August 1, 2017, we, OpCo and Westlake executed an Investment Management Agreement that authorizes Westlake to invest our and OpCo's excess cash with Westlake for durations of up to a maximum of nine months.

Per the terms of the Investment Management Agreement, we earn a market return plus five basis points and Westlake provides daily availability of the invested cash to meet any liquidity needs of us or OpCo.

2 unchanged sentences

The following table presents fees for professional services rendered by PricewaterhouseCoopers LLP in connection with the 2022 and 2021 audits and fees billed by PricewaterhouseCoopers LLP for other services rendered in the years ended December 31, 2022 and December 31, 2021:

For the year ended December 31,

Year Ended December 31,

Audit fees (1)

3 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 and reviews of documents filed with the SEC.

(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.

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

(2) Represents tax services with respect to the preparation of the Partnership's 2021 K-1 and K-3 statements in 2022, and the preparation of the Partnership's 2020 K-1 statements in 2021 and compliance services in 2022 and 2021, respectively.

Audit Committee Pre-Approval Policy

28 unchanged sentences

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.

4.6 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 Mel l on 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 Mel l on 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.

42 unchanged sentences

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).

10.23 Amendment No.

2 to the Amended and Restated Senior Unsecured Revolving Credit Agreement of Westlake Chemical OpCo LP (incorporated by reference to Exhibit 10.1 to Westlake Chemical Partners LP's Current Report on Form 8-K (File No.

001-36567) filed on July 15, 2022).

10.24 Amendment No.

4 to the Senior Unsecured Revolving Credit Agreement of Westlake Chemical Partners LP (incorporated by reference to Exhibit 10.2 to Westlake Chemical Partners LP's Current Report on Form 8-K (File No.

001-36567) filed on July 15, 2022).

21.1* List of Subsidiaries of Westlake Chemical Partners LP.

52 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