Westlake Chemical Partners LP 10-K

Item 8. Financial Statements and Supplementary Data Index to Consolidated Financial Statements Page Management's Report on Internal Control over Financial Reporting 45 Report of Independent Registered Public Accounting Firm (PCAOB ID 238 ) 46 Consolidated F inancial Statements: Consolidated Balance Sheets as of December 31, 2022 and 2021 49 Consolidated Statements of Operations for the Years Ended December 31, 2022, 2021 and 2020 50 Consolidated Statements of Changes in Equity for the Years Ended December 31, 2022, 2021 and 2020 51 Consolidated Statements of Cash Flows for the Years Ended December 31, 2022, 2021 and 2020 52 Notes to Consolidated Financial Statements 53 Financial statement schedules not included in this Form 10-K have been omitted because they are not applicable or because the required information is shown in the consolidated financial statements or notes thereto. 44 Table of Contents MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING The management of Westlake Chemical Partners LP (the "Partnership") is responsible for establishing and maintaining adequate internal control over financial reporting. The Partnership's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The management of the Partnership assessed the effectiveness of the Partnership's internal control over financial reporting as of December 31, 2022. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated Framework (2013). Based on its assessment, the Partnership's management has concluded that the Partnership's internal control over financial reporting was effective as of December 31, 2022 based on those criteria. PricewaterhouseCoopers LLP, the independent registered public accounting firm that audited the financial statements included in this Annual Report on Form 10-K, has also audited the effectiveness of internal control over financial reporting as of December 31, 2022 as stated in their report that appears on the following page. 45 Table of Contents Report of Independent Registered Public Accounting Firm To the Partners of Westlake Chemical Partners LP and Board of Directors of Westlake Chemical Partners GP LLC Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of Westlake Chemical Partners LP and its subsidiaries (the "Partnership") as of December 31, 2022 and 2021, and the related consolidated statements of operations, of changes in equity and of cash flows for each of the three years in the period ended December 31, 2022, including the related notes (collectively referred to as the "consolidated financial statements"). We also have audited the Partnership's internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Partnership as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Partnership maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO. Basis for Opinions The Partnership's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on the Partnership's consolidated financial statements and on the Partnership's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. 46 Table of Contents Definition and Limitations of Internal Control over Financial Reporting A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit Matters The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Revenue from the Ethylene Sales Agreement As described in Notes 2 and 11 to the consolidated financial statements, the Partnership recognized net sales to Westlake Corporation ("Westlake") of $1,343 million for the year ended December 31, 2022, including a buyer deficiency fee of $24 million. The Ethylene Sales Agreement requires Westlake to purchase a minimum volume of ethylene each year equal to 95% of Westlake Chemical OpCo LP's ("OpCo") planned ethylene production per year, subject to certain exceptions and a maximum commitment of 3.8 billion pounds per year. The fee for each pound of ethylene purchased by Westlake from OpCo will equal (i) the actual price OpCo pays Westlake to purchase ethane, (ii) plus the actual price OpCo pays Westlake to purchase natural gas, (iii) plus OpCo's estimated operating costs divided by OpCo's planned ethylene production for the year, (iv) plus a five-year average of OpCo's expected future maintenance capital expenditures and other turnaround expenditures divided by OpCo's planned ethylene production capacity for the year, (v) less the proceeds received by OpCo from the sale of co-products associated with producing the ethylene purchased by Westlake, (vi) plus a $0.10 per pound margin. The result of the fee structure is that OpCo should generally recover the portion of its total operating costs and maintenance capital expenditures and other turnaround expenditures corresponding to the portion of OpCo's aggregate production that is purchased by Westlake. Any shortfall in recovery of such costs is generally recognized during the period in which the related operating, maintenance or turnaround activities occur and is recoverable from Westlake in the subsequent year. Under the Ethylene Sales Agreement, if production costs billed to Westlake on an annual basis are less than 95% of the actual production costs incurred by OpCo during the contract year, OpCo is entitled to recover the shortfall in such production costs (proportionate to the volume sold to Westlake) in the subsequent year ("Shortfall"). In the event Westlake purchases less than its annual commitment, the Partnership recognizes buyer deficiency fees representing fixed margin and all expenses and expenditures incurred per pound of volume committed but not taken by Westlake. The Partnership has recognized buyer deficiency fees of $24 million during 2022. The principal considerations for our determination that performing procedures relating to revenue from the Ethylene Sales Agreement is a critical audit matter are the significant audit effort in performing procedures and evaluating the calculation of the fee for each pound of ethylene and the buyer deficiency fee. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the accuracy of the fees used to determine revenue from the Ethylene Sales Agreement. These procedures also included, among others, testing the completeness and accuracy of underlying inputs used in the fee for each pound of ethylene purchased by Westlake, buyer deficiency fee and Shortfall calculation, and testing the accuracy of the volume of ethylene purchased by Westlake as part of the Ethylene Sales Agreement. 47 Table of Contents /s/ PricewaterhouseCoopers LLP Houston, Texas March 1, 2023 We have served as the Partnership's auditor since 2014. 48 Table of Contents WESTLAKE CHEMICAL PARTNERS LP CONSOLIDATED BALANCE SHEETS December 31, 2022 2021 (in thousands of dollars, except unit amounts) ASSETS Current assets Cash and cash equivalents $ 64,782 $ 17,057 Receivable under the Investment Management Agreement—Westlake Corporation ("Westlake") 64,996 106,243 Accounts receivable, net—Westlake 90,965 142,791 Accounts receivable, net—third parties 20,030 5,825 Inventories 4,715 8,898 Prepaid expenses and other current assets 305 396 Total current assets 245,793 281,210 Property, plant and equipment, net 990,213 1,043,539 Goodwill 5,814 5,814 Deferred charges and other assets, net 130,159 150,135 Total assets $ 1,371,979 $ 1,480,698 LIABILITIES Current liabilities Accounts payable—Westlake $ 34,087 $ 10,796 Accounts payable—third parties 15,317 35,105 Accrued and other liabilities 17,537 60,895 Total current liabilities 66,941 106,796 Long-term debt payable to Westlake 399,674 399,674 Deferred income taxes 1,656 1,530 Total liabilities 468,271 508,000 Commitments and contingencies (Note 16) EQUITY Common unitholders—publicly and privately held ( 21,099,638 and 21,092,186 units issued and outstanding at December 31, 2022 and December 31, 2021, respectively) 480,643 481,796 Common unitholder—Westlake ( 14,122,230 and 14,122,230 units issued and outstanding at December 31, 2022 and December 31, 2021, respectively) 53,859 54,754 General partner—Westlake ( 242,572 ) ( 242,572 ) Total Westlake Chemical Partners LP partners' capital 291,930 293,978 Noncontrolling interest in Westlake Chemical OpCo LP ("OpCo") 611,778 678,720 Total equity 903,708 972,698 Total liabilities and equity $ 1,371,979 $ 1,480,698 The accompanying notes are an integral part of the consolidated financial statements. 49 Table of Contents WESTLAKE CHEMICAL PARTNERS LP CONSOLIDATED STATEMENTS OF OPERATIONS Year Ended December 31, 2022 2021 2020 (in thousands of dollars, except unit amounts and per unit data) Revenue Net sales—Westlake $ 1,342,910 $ 1,026,586 $ 888,245 Net co-products, ethylene and other sales—third parties 250,237 188,272 78,425 Total net sales 1,593,147 1,214,858 966,670 Cost of sales 1,215,782 773,152 587,787 Gross profit 377,365 441,706 378,883 Selling, general and administrative expenses 29,678 31,018 25,895 Income from operations 347,687 410,688 352,988 Other income (expense) Interest expense—Westlake ( 13,407 ) ( 8,816 ) ( 12,038 ) Other income, net 1,566 62 733 Income before income taxes 335,846 401,934 341,683 Provision for income taxes 1,017 549 564 Net income 334,829 401,385 341,119 Less: Net income attributable to noncontrolling interest in OpCo 270,656 318,838 274,952 Net income attributable to Westlake Chemical Partners LP and limited partners' interest in net income $ 64,173 $ 82,547 $ 66,167 Net income attributable to Westlake Chemical Partners LP per limited partner unit (basic and diluted) Common units $ 1.82 $ 2.34 $ 1.88 Weighted average limited partner units outstanding (basic and diluted) Common units—publicly and privately held 21,095,106 21,084,103 21,073,041 Common units—Westlake 14,122,230 14,122,230 14,122,230 The accompanying notes are an integral part of the consolidated financial statements. 50 Table of Contents WESTLAKE CHEMICAL PARTNERS LP CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY Partnership Common Unitholders - Publicly and Privately Held Common Unitholder - Westlake General Partner - Westlake Noncontrolling Interest in OpCo Total (in thousands of dollars) Balances at December 31, 2019 $ 471,736 $ 48,350 $ ( 242,572 ) $ 674,621 $ 952,135 Net income 39,618 26,549 — 274,952 341,119 Units issued for vested phantom units 81 — — — 81 Quarterly distribution to unitholders ( 39,734 ) ( 26,629 ) — — ( 66,363 ) Quarterly distribution to noncontrolling interest retained in OpCo by Westlake — — — ( 311,835 ) ( 311,835 ) Balances at December 31, 2020 $ 471,701 $ 48,270 $ ( 242,572 ) $ 637,738 $ 915,137 Net income 49,435 33,112 — 318,838 401,385 Units issued for vested phantom units 411 — — — 411 Quarterly distribution to unitholders ( 39,751 ) ( 26,628 ) — — ( 66,379 ) Quarterly distribution to noncontrolling interest retained in OpCo by Westlake — — — ( 277,856 ) ( 277,856 ) Balances at December 31, 2021 $ 481,796 $ 54,754 $ ( 242,572 ) $ 678,720 $ 972,698 Net income 38,439 25,734 — 270,656 334,829 Units issued for vested phantom units 190 — — — 190 Quarterly distribution to unitholders ( 39,782 ) ( 26,629 ) — — ( 66,411 ) Quarterly distribution to noncontrolling interest retained in OpCo by Westlake — — — ( 337,598 ) ( 337,598 ) Balances at December 31, 2022 $ 480,643 $ 53,859 $ ( 242,572 ) $ 611,778 $ 903,708 The accompanying notes are an integral part of the consolidated financial statements. 51 Table of Contents WESTLAKE CHEMICAL PARTNERS LP CONSOLIDATED STATEMENTS OF CASH FLOWS Year Ended December 31, 2022 2021 2020 (in thousands of dollars) Cash flows from operating activities Net income $ 334,829 $ 401,385 $ 341,119 Adjustments to reconcile net income to net cash provided by operating activities Depreciation and amortization 121,074 108,814 103,154 Loss from disposition of property, plant and equipment 4,707 4,198 1,000 Other losses (gains), net 356 ( 276 ) ( 269 ) Changes in operating assets and liabilities Accounts receivable—third parties ( 14,435 ) 5,468 ( 953 ) Net accounts receivable—Westlake 74,197 ( 31,756 ) ( 71,975 ) Inventories 4,183 ( 5,424 ) ( 990 ) Prepaid expenses and other current assets 91 ( 4 ) 78 Accounts payable—third parties ( 17,001 ) 19,782 4,247 Accrued and other liabilities ( 37,533 ) 37,574 1,672 Other, net ( 6,732 ) ( 131,322 ) ( 3,686 ) Net cash provided by operating activities 463,736 408,439 373,397 Cash flows from investing activities Additions to property, plant and equipment ( 54,118 ) ( 81,171 ) ( 36,968 ) Investments with Westlake under the Investment Management Agreement ( 319,884 ) ( 276,000 ) ( 349,000 ) Maturities of investments with Westlake under the Investment Management Agreement 362,000 293,000 388,000 Other — ( 130 ) — Net cash provided by (used for) investing activities ( 12,002 ) ( 64,301 ) 2,032 Cash flows from financing activities Proceeds from debt payable to Westlake 32,000 — — Repayment of debt payable to Westlake ( 32,000 ) — — Quarterly distributions to noncontrolling interest retained in OpCo by Westlake ( 337,598 ) ( 277,856 ) ( 311,835 ) Quarterly distributions to unitholders ( 66,411 ) ( 66,379 ) ( 66,363 ) Net cash used for financing activities ( 404,009 ) ( 344,235 ) ( 378,198 ) Net increase (decrease) in cash and cash equivalents 47,725 ( 97 ) ( 2,769 ) Cash and cash equivalents at beginning of the year 17,057 17,154 19,923 Cash and cash equivalents at end of the year $ 64,782 $ 17,057 $ 17,154 The accompanying notes are an integral part of the consolidated financial statements. 52 Table of Contents WESTLAKE CHEMICAL PARTNERS LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands of dollars, except unit amounts and per unit data) 1. Description of Business and Significant Accounting Policies Description of Business Westlake Chemical Partners LP ("Westlake Chemical Partners LP" or the "Partnership") is a Delaware limited partnership formed in March 2014 to operate, acquire and develop ethylene production facilities and related assets. On August 4, 2014, the Partnership completed its initial public offering (the "IPO") of 12,937,500 common units representing limited partner interests. In connection with the IPO, the Partnership acquired a 10.6 % limited partner interest in Westlake Chemical OpCo LP ("OpCo") and a 100 % interest in Westlake Chemical OpCo GP LLC ("OpCo GP"), which is the general partner of OpCo. OpCo owns three ethylene production facilities and one common carrier ethylene pipeline (collectively, the "Contributed Assets"). Since the IPO, the Partnership has periodically purchased additional limited partner interest in OpCo. Most recently, on March 29, 2019, the Partnership purchased an additional 4.5 % newly-issued limited partner interest in OpCo for approximately $ 201,445 , resulting in an aggregate 22.8 % limited partner interest in OpCo, effective January 1, 2019. The remaining 77.2 % limited partner interest in OpCo is owned by Westlake Corporation. References to "Westlake" refer collectively to Westlake Corporation (formerly known as Westlake Chemical Corporation) and its subsidiaries, other than the Partnership, OpCo and OpCo GP. OpCo and Westlake entered into an ethylene sales agreement (the "Ethylene Sales Agreement") pursuant to which the Partnership generates a substantial majority of its revenue. For more information, see Note 2. The Partnership sells ethylene production in excess of volumes sold to Westlake, as well as all of the co-products resulting from the ethylene production, including propylene, crude butadiene, pyrolysis gasoline and hydrogen, directly to third parties on either a spot or contract basis. Co-products sold to third parties are transported by rail or truck. Net proceeds (after transportation and other costs) from the sales of ethylene co-products that result from the production of ethylene purchased by Westlake are netted against the ethylene price charged to Westlake under the Ethylene Sales Agreement, thereby reducing the Partnership's exposure to fluctuations in the market prices of these co-products. Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with the accounting principles generally accepted in the United States. The Partnership holds a 22.8 % limited partner interest and the entire non-economic general partner interest in OpCo. The remaining 77.2 % limited partner interest in OpCo is owned directly by Westlake, which has no rights to direct the activities that most significantly impact the economic performance of OpCo. As a result of the fact that substantially all of OpCo's activities are conducted on behalf of Westlake, and the fact that OpCo exhibits disproportionality of voting rights to economic interest, OpCo was deemed to be a variable interest entity. The Partnership, through its ownership of OpCo's general partner, has the power to direct the activities that most significantly impact the economic performance of OpCo, and it also has the obligation or right to absorb losses or receive benefits from OpCo that could potentially be significant to OpCo. As such, the Partnership was determined to be OpCo's primary beneficiary and therefore consolidates OpCo's results of operations and financial position. Westlake's retained interest of 77.2 % is recorded as noncontrolling interest in the Partnership's consolidated financial statements. 53 Table of Contents WESTLAKE CHEMICAL PARTNERS LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) (in thousands of dollars, except unit amounts and per unit data) Cash and Cash Equivalents Cash equivalents consist of highly liquid investments that are readily convertible into cash and have a maturity of three months or less at the date of acquisition. Allowance for Credit Losses The determination of the allowance for credit losses is based on estimation of the amount of accounts receivable that the Partnership believes are unlikely to be collected. Estimating this amount requires analysis of the financial strength of the Partnership's customers, the use of historical experience, the Partnership's accounts receivable aged trial balance, customer specific collectability analysis and an evaluation of economic conditions. The allowance for credit losses is reviewed quarterly. Past due balances over 90 days and high risk accounts, as determined by the analysis of financial strength of customers, are reviewed individually for collectability. Inventories Inventories primarily include product, material and supplies. Inventories are stated at the lower of cost or net realizable value. Cost is determined using the first-in, first-out ("FIFO") or average method. Property, Plant and Equipment Property, plant and equipment are carried at cost, net of accumulated depreciation. Cost includes expenditures for improvements and betterments that extend the useful lives of the assets and interest capitalized on significant capital projects. Interest expense is capitalized for qualifying assets under construction. Capitalized interest costs are included in property, plant and equipment and are depreciated over the useful life of the related asset. Capitalized interest was $ 80 , $ 0 , and $ 0 for the years ended December 31, 2022, 2021 and 2020. Repair and maintenance costs are charged to operations as incurred. Gains and losses on the disposal or retirement of property, plant and equipment are reflected in the statement of operations when the assets are sold or retired. The accounting guidance for asset retirement obligations requires the recording of liabilities equal to the fair value of asset retirement obligations and corresponding additional asset costs, when there is a legal asset retirement obligation as a result of existing or enacted law, statute or contract. The Partnership has conditional asset retirement obligations for the removal and disposal of hazardous materials from certain of the Partnership's manufacturing facilities. However, no asset retirement obligations have been recognized because the fair value of the conditional legal obligation cannot be measured due to the indeterminate settlement date of the obligation. Settlement of these conditional asset retirement obligations is not expected to have a material adverse effect on the Partnership's financial condition, results of operations or cash flows in any individual reporting period. Depreciation is provided by utilizing the straight-line method over the estimated useful lives of the assets as follows: Classification Years Buildings and improvements 40 Plant and equipment 25 Ethylene pipeline 35 Other 3 - 15 54 Table of Contents WESTLAKE CHEMICAL PARTNERS LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) (in thousands of dollars, except unit amounts and per unit data) Impairment of Long-Lived Assets The accounting guidance for the impairment or disposal of long-lived assets requires that the Partnership assess long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable, including when negative conditions such as significant current or projected operating losses exist. Other factors considered by the Partnership when determining if an impairment assessment is necessary include, but are not limited to, significant changes or projected changes in supply and demand fundamentals (which would have a negative impact on operating rates or margins), new technological developments, new competitors with significant raw material or other cost advantages, adverse changes associated with the United States and world economies and uncertainties associated with governmental actions. Long-lived assets assessed for impairment are grouped at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net undiscounted cash flows expected to be generated by the asset. Assets are considered to be impaired if the carrying amount of an asset exceeds the future undiscounted cash flows. The impairment recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or estimated fair value less costs to sell. Impairment of Goodwill The accounting guidance requires that goodwill be tested for impairment at least annually, or when events or changes in circumstances indicate the fair value of a reporting unit with goodwill has been reduced below its carrying value. The impairment test for the recorded goodwill was performed in the fourth quarter of 2022 and did not indicate impairment of the goodwill. As of December 31, 2022, the Partnership's recorded goodwill was $ 5,814 . See Note 6 for more information on the Partnership's annual goodwill impairment test. Turnaround Costs The Partnership accounts for turnaround costs under the deferral method. Turnarounds are the scheduled and required shutdowns of specific operating units in order to perform planned major maintenance activities. The costs related to the significant overhaul and refurbishment activities include maintenance materials, parts and direct labor costs. The costs of the turnaround are deferred when incurred at the time of the turnaround and amortized (within depreciation and amortization) on a straight-line basis until the next planned turnaround, which typically ranges from five to six years . Deferred turnaround costs are presented as a component of deferred charges and other assets, net. The cash outflows related to these costs are included in operating activities in the consolidated statement of cash flows. Concentration of Credit Risk Financial instruments which potentially subject the Partnership to concentration of risk consist principally of trade receivables from third-party customers who purchase ethylene and ethylene co-products. The Partnership performs periodic credit evaluations, as applicable, of the customers' financial condition and generally does not require collateral. The Partnership maintains allowances for potential losses, as applicable. Revenue Recognition Revenue is recognized when OpCo transfers control of inventories to customers. Amounts recognized as revenues reflect the consideration to which OpCo expects to be entitled in exchange for those inventories. The Partnership and OpCo incorporate production volume and production cost forecasts in the estimated transaction prices from sales to Westlake under the Ethylene Sales Agreement. The Partnership recognizes revenue and accounts receivable upon transferring control of inventories to its customers. Ethylene sold to Westlake under the Ethylene Sales Agreement is transferred to Westlake immediately after production and recognized in sales. Control of inventories sold to third parties generally transfers upon shipment to the customer. The Partnership excludes taxes collected on behalf of customers from the estimated contract price. Provisions for discounts, rebates and returns are incorporated in the estimate of variable consideration and reflected as reduction to revenue in the same period as the related sales. The Partnership does not disclose the value of unsatisfied performance obligations because its contracts with customers (1) have an original expected duration of one year or less or (2) have only variable consideration which is allocated to wholly unsatisfied performance obligations that is calculated based on market prices at a specified date and is allocated to wholly unsatisfied performance obligations. 55 Table of Contents WESTLAKE CHEMICAL PARTNERS LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) (in thousands of dollars, except unit amounts and per unit data) The Partnership generates a substantial majority of its revenue from sales to Westlake under the Ethylene Sales Agreement. The Ethylene Sales Agreement is intended to generate a long-term, fixed cash margin per pound. See Note 2 for a description of the terms of the Ethylene Sales Agreement. The Partnership's direct commodity price risk is limited to the sales to third parties. See the Partnership's consolidated statement of operations for the disaggregation of net sales to Westlake and net sales to third parties. Transportation and Freight Amounts billed to customers for freight and handling costs on outbound shipments are included in net sales in the consolidated statements of operations. Transportation and freight costs incurred by the Partnership on outbound shipments are included in cost of sales in the consolidated statements of operations. Derivative Instruments The accounting guidance for derivative instruments and hedging activities requires that the Partnership recognize all derivative instruments on the balance sheet at fair value, and changes in the derivative's fair value must be currently recognized in earnings or comprehensive income, depending on the designation of the derivative. If the derivative is designated as a fair value hedge, the changes in the fair value of the derivative and of the hedged item attributable to the hedged risk are recognized in earnings. If the derivative is designated as a cash flow hedge, the effective portion of the change in the fair value of the derivative is recorded in comprehensive income and is recognized in the statement of operations when the hedged item affects earnings. Ineffective portions of changes in the fair value of cash flow hedges are recognized in earnings currently. Environmental Costs Environmental costs relating to current operations are expensed or capitalized, as appropriate, depending on whether such costs provide future economic benefits. Remediation liabilities are recognized when the costs are considered probable and can be reasonably estimated. Measurement of liabilities is based on currently enacted laws and regulations, existing technology and undiscounted site-specific costs. Environmental liabilities in connection with properties that are sold or closed are realized upon such sale or closure, to the extent they are probable and estimable and not previously reserved. Recognition of any joint and several liabilities is based upon the Partnership's best estimate of its final pro rata share of the liability. Income Taxes The Partnership is a limited partnership and is treated as a partnership for U.S. federal income tax purposes and, therefore, is not liable for entity-level federal income taxes. The Partnership is, however, subject to state and local income taxes. Deferred tax expense or benefit is the result of changes in the deferred tax assets and liabilities during the period. Valuation allowances are recorded against deferred tax assets when it is considered more likely than not that the deferred tax assets will not be realized on a separate tax return basis. Segment Reporting The Partnership only operates one segment (ethylene production) and all of its operations are located in the United States. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities. Actual results could differ from those estimates. Other Comprehensive Income The Partnership has not reported consolidated statements of comprehensive income for the years ended December 31, 2022, 2021 and 2020 due to immateriality of the components of other comprehensive income. 56 Table of Contents WESTLAKE CHEMICAL PARTNERS LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) (in thousands of dollars, except unit amounts and per unit data) 2. Agreements with Westlake and Related Parties Ethylene Sales Agreement OpCo has entered into a 12 -year ethylene sales agreement with Westlake (the "Ethylene Sales Agreement"). The Ethylene Sales Agreement requires Westlake to purchase a minimum volume of ethylene each year equal to 95 % of OpCo's planned ethylene production per year (the "Minimum Commitment"), subject to certain exceptions and a maximum commitment of 3.8 billion pounds per year. So long as Westlake is not in default under the Ethylene Sales Agreement, if OpCo's actual production exceeds planned production, Westlake has the option to purchase up to 95 % of the excess production (the "Excess Production Option"). The fee for each pound of ethylene purchased by Westlake from OpCo up to the Minimum Commitment in any calendar year will equal: • the actual price OpCo pays Westlake to purchase ethane (or other feedstock, such as propane, if applicable) to produce each pound of ethylene, subject to a specified cap and a floor on the amount of feedstock that should be needed to produce each pound of ethylene; plus • the actual price OpCo pays Westlake to purchase natural gas to produce each pound of ethylene, subject to a specified cap and a floor on the amount of natural gas that should be needed to produce each pound of ethylene; plus • OpCo's estimated operating costs (including selling, general and administrative expenses), divided by OpCo's planned ethylene production for the year (in pounds); plus • a five-year average of OpCo's expected future maintenance capital expenditures and other turnaround expenditures, divided by OpCo's planned ethylene production capacity for the year (in pounds); less • the proceeds (on a per pound of ethylene basis) received by OpCo from the sale of co-products (including, but not limited to, propylene, crude butadiene, pyrolysis gasoline and hydrogen) associated with producing the ethylene purchased by Westlake; plus • a $ 0.10 per pound margin. The fee for the Excess Production Option, if exercised, equals OpCo's estimated variable operating costs of producing the incremental ethylene, net of revenues from co-products sales plus a $ 0.10 per pound margin. The estimated operating costs and the expected future maintenance capital expenditures and other turnaround expenditures will be adjusted at the end of each year, to be applicable for the fee for the next calendar year, to reflect certain changes in forecasted costs. Under the Ethylene Sales Agreement OpCo has the option to curtail up to approximately 5% of its ethylene production annually in the event OpCo reasonably determines that its sales of such ethylene to third parties during the relevant period would be uneconomic. 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. Costs specific to the processing of Westlake's purge gas are recovered under the Services and Secondment Agreement (as described below), and not the Ethylene Sales Agreement. Pursuant to the Ethylene Sales Agreement, Westlake's obligation to pay for the annual minimum commitment ( 95 % of OpCo's budgeted ethylene production), which is measured on an annual basis, is not reduced for a force majeure event lasting fewer than 45 consecutive days. In the event of a force majeure event, the Partnership recognizes buyer deficiency fees representing fixed margin and unavoided operating and maintenance capital expenditures and maintenance expenses per pound of volume committed by Westlake during the force majeure p eriod. In the event Westlake purchases less than its annual commitment, the Partnership recognizes buyer deficiency fees representing fixed margin and all expenses and expenditures incurred per pound of volume committed but not taken by Westlake. Payment for the buyer deficiency fee is scheduled to be received by the Partnership after the conclusion of the year in which the force majeure event occurred. 57 Table of Contents WESTLAKE CHEMICAL PARTNERS LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) (in thousands of dollars, except unit amounts and per unit data) The result of the fee structure is that OpCo should generally recover the portion of its total operating costs and maintenance capital expenditures and other turnaround expenditures corresponding to the portion of OpCo's aggregate production that is purchased by Westlake. Any shortfall in recovery of such costs is generally recognized during the period in which the related operating, maintenance or turnaround activities occur and is recoverable from Westlake in the subsequent year. Under the Ethylene Sales Agreement, if production costs billed to Westlake on an annual basis are less than 95 % of the actual production costs incurred by OpCo during the contract year, OpCo is entitled to recover the shortfall in such production costs (proportionate to the volume sold to Westlake) in the subsequent year ("Shortfall"). The Ethylene Sales Agreement provides that, if compliance with any law adopted or modified following the IPO results in OpCo incurring additional costs in excess of $ 500,000 in any contract year, OpCo is entitled to charge Westlake a monthly surcharge following efforts to mitigate the effects of such matter. The Ethylene Sales Agreement has an initial term extending until December 31, 2026 and automatically renews thereafter for successive 12 -month terms unless terminated. Feedstock Supply Agreement OpCo has entered into a feedstock supply agreement with Westlake, pursuant to which Westlake sells to OpCo ethane and other feedstock in amounts sufficient for OpCo to produce the ethylene to be sold under the Ethylene Sales Agreement (the "Feedstock Supply Agreement"). The Feedstock Supply Agreement provides that OpCo may obtain feedstock from Westlake based on Westlake's total cost of purchasing and delivering the feedstock, including applicable transportation, storage and other costs. Title and risk of loss for all feedstock purchased by OpCo through the Feedstock Supply Agreement passes to OpCo upon delivery to one of three delivery points described in the Feedstock Supply Agreement. The Feedstock Supply Agreement has an initial term extending until December 31, 2026 and automatically renews thereafter for successive 12 -month terms unless terminated by either party; provided, however, that such agreement can only be renewed in the event the Ethylene Sales Agreement is renewed simultaneously. The Feedstock Supply Agreement may, in certain circumstances, terminate concurrently with the termination of the Ethylene Sales Agreement. Services and Secondment Agreement OpCo has entered into a Services and Secondment Agreement with Westlake, pursuant to which OpCo provides Westlake with certain services required for the operation of Westlake's facilities; and Westlake provides OpCo with comprehensive operating services for OpCo's facilities, ranging from services relating to the maintenance and operations of the common facilities necessary for the operation of OpCo's units, to making available certain shared utilities such as electricity and natural gas that are necessary for the operation of OpCo's units. Westlake also seconds employees to OpCo to allow OpCo to operate its facilities. Such seconded employees are under the control of OpCo while they work on OpCo's facilities. The Services and Secondment Agreement has an initial 12 -year term. The Services and Secondment Agreement may be renewed thereafter upon agreement of the parties and shall automatically terminate if the Ethylene Sales Agreement terminates under certain circumstances. Westlake and OpCo each can terminate the Services and Secondment Agreement under certain circumstances, including if the other party materially defaults on the performance of its obligations and such default continues for a 30 -day period. Site Lease Agreements OpCo has entered into two site lease agreements with Westlake pursuant to which Westlake leases to OpCo the real property underlying Lake Charles Olefins and Calvert City Olefins, respectively, and grants OpCo rights to access and use certain other portions of Westlake's ethylene production facilities that are necessary to operate OpCo's production facilities. OpCo owes Westlake one dollar per site per year. The site lease agreements each have a term of 50 years. Each of the site lease agreements may be renewed if agreed by the parties. 58 Table of Contents WESTLAKE CHEMICAL PARTNERS LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) (in thousands of dollars, except unit amounts and per unit data) Omnibus Agreement The Partnership has entered into an Omnibus Agreement with Westlake that addresses (1) Westlake's indemnification of the Partnership for certain matters, including environmental and tax matters, (2) the provision by Westlake of certain management and other general and administrative services to the Partnership and its general partner and (3) the Partnership's reimbursement to Westlake for such services. The Omnibus Agreement also addresses Westlake's right of first refusal on any proposed transfer of the ethylene production facilities that serve Westlake's other facilities and Westlake's right of first refusal on any proposed transfer of the Partnership's equity interests in OpCo. Exchange Agreement OpCo and Westlake are parties to an exchange agreement, which continues on an annual basis, unless and until terminated by either party. Under the exchange agreement, OpCo may require Westlake to deliver up to 200 million pounds of ethylene for OpCo per year from the Site Leases to an ethylene hub in Mt. Belvieu, Texas, for which OpCo would be required to pay an exchange fee of $ 0.006 per pound. OpCo Partnership Agreement The Partnership, OpCo GP and Westlake are parties to an agreement of limited partnership for OpCo (the "OpCo LP Agreement"). The OpCo LP Agreement governs the ownership and management of OpCo and designates OpCo GP as the general partner of OpCo. OpCo GP generally has complete authority to manage OpCo's business and affairs. The Partnership controls OpCo GP, as its sole member, subject to certain approval rights held by Westlake. Investment Management Agreement The Partnership, OpCo and Westlake are parties to an Investment Management Agreement that authorizes Westlake to invest the Partnership 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, the Partnership earns a market return plus five basis points and Westlake provides daily availability of the invested cash to meet any liquidity needs of the Partnership or OpCo. The Partnership had $ 64,996 of invested cash under the Investment Management Agreement at December 31, 2022. 3. Accounts Receivable—Third Parties Accounts receivable—third parties consist of the following: December 31, 2022 2021 Trade customers $ 18,813 $ 5,875 Allowance for credit losses ( 280 ) ( 50 ) Other receivables 1,497 — Accounts receivable, net—third parties $ 20,030 $ 5,825 4. Inventories Inventories consist of the following: December 31, 2022 2021 Finished products $ 4,093 $ 5,458 Feedstock, additives and chemicals 622 3,440 Inventories $ 4,715 $ 8,898 59 Table of Contents WESTLAKE CHEMICAL PARTNERS LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) (in thousands of dollars, except unit amounts and per unit data) 5. Property, Plant and Equipment Property, plant and equipment consist of the following: December 31, 2022 2021 Building and improvements $ 18,551 $ 18,361 Plant and equipment 1,937,439 1,909,519 Other 110,984 107,656 2,066,974 2,035,536 Less: Accumulated depreciation ( 1,102,800 ) ( 1,022,750 ) 964,174 1,012,786 Construction in progress 26,039 30,753 Property, plant and equipment, net $ 990,213 $ 1,043,539 Depreciation expense on property, plant and equipment of $ 94,744 , $ 91,852 and $ 90,768 is included in cost of sales in the consolidated statements of operations for the years ended December 31, 2022, 2021 and 2020, respectively. 6. Goodwill The Partnership's goodwill balance was $ 5,814 at December 31, 2022 and 2021. The impairment assessment for the recorded goodwill was performed during the fourth quarter of 2022 and did not indicate impairment of the goodwill. The fair value of the goodwill was calculated using both a discounted cash flow methodology and a market value methodology. The discounted cash flow projections were based on a long-term forecast to reflect the cyclicality of the Partnership's business. The forecast was based on projected market prices and spreads and estimates by management, including their strategic and operational plans. Other significant assumptions used in the discounted cash flow projection included sales volumes based on production capacities. The future cash flows were discounted to present value using a discount rate of 9.5 %. The significant assumptions used in determining the fair value of the reporting unit using the market value methodology include the determination of appropriate market comparables and the estimated multiples of EBITDA a willing buyer is likely to pay. 7. Deferred Charges and Other Assets Deferred charges and other assets, net consist of the following: December 31, 2022 2021 Turnaround costs, net $ 127,647 $ 146,942 Other 2,512 3,193 Deferred charges and other assets, net $ 130,159 $ 150,135 Amortization expense on other assets of $ 26,330 , $ 16,962 and $ 12,386 is included in the consolidated statements of operations for the years ended December 31, 2022, 2021 and 2020, respectively. Certain other assets are amortized over periods ranging from five to fifteen years using the straight-line method. 8. Long-Term Debt Long-term debt payable to Westlake consists of the following: December 31, 2022 2021 OpCo Revolver $ 22,619 $ 22,619 MLP Revolver 377,055 377,055 Long-term debt payable to Westlake $ 399,674 $ 399,674 60 Table of Contents WESTLAKE CHEMICAL PARTNERS LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) (in thousands of dollars, except unit amounts and per unit data) On August 4, 2014, OpCo entered into a $ 600,000 senior unsecured revolving credit facility agreement with Westlake (as subsequently amended, the "OpCo Revolver"). On July 12, 2022, OpCo entered into the Second Amendment (the "OpCo Revolver Amendment") to the OpCo Revolver. Prior to the OpCo Revolver Amendment, the OpCo Revolver bore interest at the London Interbank Offered Rate ("LIBOR") plus 2.0 %. The OpCo Revolver Amendment, among other things, extended the maturity date of the OpCo Revolver from September 25, 2023 to July 12, 2027 and provided for the replacement of LIBOR with the Secured Overnight Financing Rate, as administered by the Federal Reserve Bank of New York ("SOFR"). Borrowings under the OpCo Revolver now bear interest at a variable rate of either (a) SOFR plus the Applicable Margin plus a 0.10 % credit spread adjustment or, if SOFR is no longer available, (b) the Alternate Base Rate plus the Applicable Margin minus 1.0 %. The Applicable Margin under the OpCo Revolver is 1.75 %. As of December 31, 2022, outstanding borrowings under the OpCo Revolver bore interest at SOFR plus the Applicable Margin and credit spread adjustment. On April 29, 2015, the Partnership entered into a $ 300,000 revolving credit facility agreement with an affiliate of Westlake (as subsequently amended, the "MLP Revolver") to fund the Partnership's purchase of an additional 2.7 % newly-issued, limited partner interest in OpCo for $ 135,341 . In 2017, the Partnership entered into an amendment to the MLP Revolver credit agreement, increasing borrowing capacity from $ 300,000 to $ 600,000 . On March 29, 2019, the Partnership borrowed $ 123,511 under the MLP Revolver to partially fund the purchase of the additional 4.5 % interest in OpCo. On July 12, 2022, the Partnership entered into the Fourth Amendment (the "MLP Revolver Amendment") to the MLP Revolver. Prior to the MLP Revolver Amendment, the MLP Revolver bore interest at a variable rate of either (a) LIBOR plus 2.0 % or, if LIBOR were no longer available, (b) the Alternate Base Rate plus 1.0 %. The MLP Revolver Amendment, among other things, extended the maturity date of the MLP Revolver from March 19, 2023 to July 12, 2027 and provided for the replacement of LIBOR with SOFR as the reference rate. Borrowings under the MLP Revolver now bear interest at a variable rate of either (a) SOFR plus the Applicable Margin plus a 0.10 % credit spread adjustment or, if SOFR is no longer available, (b) the Alternate Base Rate plus the Applicable Margin minus 1.0 %. The Applicable Margin under the MLP Revolver varies between 1.75 % and 2.75 %, depending on the Partnership's Consolidated Leverage Ratio. As of December 31, 2022, outstanding borrowings under the MLP Revolver bore interest at SOFR plus the Applicable Margin and credit spread adjustment. The MLP Revolver provides that the Partnership may pay all or a portion of the interest on any borrowings in kind, in which case any such amounts would be added to the principal amount of the loan. The MLP Revolver requires that the Partnership maintain a consolidated leverage ratio of either (1) during any one-year period following certain types of acquisitions (including acquisitions of additional interests in OpCo), 5.50 :1.00 or less, or (2) during any other period, 4.50 :1.00 or less. The MLP Revolver also contains certain other customary covenants. The repayment of borrowings under the MLP Revolver is subject to acceleration upon the occurrence of an event of default. As of December 31, 2022, the Partnership was in compliance with all of the covenants under the OpCo Revolver and the MLP Revolver. The weighted average interest rate on all long-term debt was 4.8 % and 2.1 % at December 31, 2022 and 2021, respectively. As of December 31, 2022, the Partnership had no scheduled maturities of long-term debt until 2027. The OpCo Revolver and the MLP Revolver are scheduled to mature on July 12, 2027. 9. Distributions and Net Income Per Limited Partner Unit On January 23, 2023, the board of directors of Westlake Chemical Partners GP LLC ("Westlake GP"), the Partnership's general partner, declared a quarterly cash distribution for the period from October 1, 2022 to December 31, 2022 of $ 0.4714 per common unit. This distribution was paid on February 16, 2023 to unitholders of record on February 2, 2023. Distributions are declared subsequent to quarter end; therefore, the table below represents total cash distributions declared from earnings of the related periods pertaining to such distributions. Year Ended December 31, 2022 2021 2020 Net income attributable to the Partnership $ 64,173 $ 82,547 $ 66,167 Less: Limited partners' distribution declared on common units 66,403 66,388 66,365 Net income in excess of distribution (Distribution in excess of net income) $ ( 2,230 ) $ 16,159 $ ( 198 ) 61 Table of Contents WESTLAKE CHEMICAL PARTNERS LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) (in thousands of dollars, except unit amounts and per unit data) Net income per unit applicable to common limited partner units and to subordinated limited partner units is computed by dividing the respective limited partners' interest in net income by the weighted-average number of common units and subordinated units outstanding for the period. Because the Partnership has more than one class of participating securities, it uses the two-class method when calculating the net income per unit applicable to limited partners. The classes of participating securities include common units, subordinated units and incentive distribution rights. Net income attributable to the Partnership is allocated to the unitholders in accordance with their respective ownership percentages in preparation of the consolidated statements of changes in equity. However, when distributions related to the incentive distribution rights are made, net income equal to the amount of those distributions is first allocated to the general partner before the remaining net income is allocated to the unitholders based on their respective ownership percentages. Basic and diluted net income per unit is the same because the Partnership does not have any potentially dilutive units outstanding for the periods presented. All of the subordinated units, which were owned by Westlake, were converted into common units in 2017. Year Ended December 31, 2022 Limited Partners' Common Units Incentive Distribution Rights Total Net income attributable to the Partnership: Distribution $ 66,403 $ — $ 66,403 Distribution in excess of net income ( 2,230 ) — ( 2,230 ) Net income $ 64,173 $ — $ 64,173 Weighted average units outstanding: Basic and diluted 35,217,336 35,217,336 Net income per limited partner unit: Basic and diluted $ 1.82 Year Ended December 31, 2021 Limited Partners' Common Units Incentive Distribution Rights Total Net income attributable to the Partnership: Distribution $ 66,388 $ — $ 66,388 Net income in excess of distribution 16,159 — 16,159 Net income $ 82,547 $ — $ 82,547 Weighted average units outstanding: Basic and diluted 35,206,333 35,206,333 Net income per limited partner unit: Basic and diluted $ 2.34 Year Ended December 31, 2020 Limited Partners' Common Units Incentive Distribution Rights Total Net income attributable to the Partnership: Distribution $ 66,365 $ — $ 66,365 Distribution in excess of net income ( 198 ) — ( 198 ) Net income $ 66,167 $ — $ 66,167 Weighted average units outstanding: Basic and diluted 35,195,271 35,195,271 Net income per limited partner unit: Basic and diluted $ 1.88 62 Table of Contents WESTLAKE CHEMICAL PARTNERS LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) (in thousands of dollars, except unit amounts and per unit data) The amended Partnership Agreement provides that the Partnership will distribute cash that is deemed to be operating surplus each quarter to all the unitholders, pro rata, until each unit has received a distribution of $ 1.2938 . If cash distributions to the Partnership's unitholders exceed $ 1.2938 per common unit in any quarter, the Partnership's unitholders and Westlake, as the holder of the Partnership's incentive distribution rights, will receive distributions according to the following percentage allocations: Marginal Percentage Interest in Distributions Total Quarterly Distribution Per Unit Unitholders IDR Holders Above $ 1.2938 up to $ 1.4063 85.0 % 15.0 % Above $ 1.4063 up to $ 1.6875 75.0 % 25.0 % Above $ 1.6875 50.0 % 50.0 % The Partnership's distribution for each quarter in the year ended December 31, 2022 did not exceed the $ 1.2938 per unit threshold, and, as a result, no distribution was made with respect to the Partnership's incentive distribution rights to Westlake, as the holder of the Partnership' incentive distribution rights. Distribution Per Common Unit Distributions per common unit for the years ended December 31, 2022, 2021 and 2020 were as follows: Year Ended December 31, 2022 2021 2020 Distributions per common unit $ 1.8856 $ 1.8856 $ 1.8856 10. Partners' Equity On October 4, 2018, the Partnership and Westlake Chemical Partners GP LLC, the general partner of the Partnership, entered into an Equity Distribution Agreement with UBS Securities LLC, Barclays Capital Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., RBC Capital Markets, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC to offer and sell the Partnership's common units, from time to time, up to an aggregate offering amount of $ 50,000 . The Equity Distribution Agreement was amended on February 28, 2020 to reference a new shelf registration for utilization under this agreement that expired on February 28, 2023. To date, no common units have been issued under this program. On March 29, 2019, the Partnership completed the issuance and sale of 2,940,818 common units at a price of $ 21.40 per unit through a private placement. TTWF LP, Westlake's principal stockholder and a related party, acquired 1,401,869 common units out of 2,940,818 common units issued in the private placement. 11. Related Party Transactions The Partnership and OpCo regularly enter into related party transactions with Westlake. See below for a description of transactions with related parties. Sales to Related Parties OpCo sells ethylene to Westlake under the Ethylene Sales Agreement. Additionally, the Partnership and OpCo from time to time provide other services or products for which it charges Westlake a fee. Sales to related parties were as follows: Year Ended December 31, 2022 2021 2020 Net sales—Westlake $ 1,342,910 $ 1,026,586 $ 888,245 63 Table of Contents WESTLAKE CHEMICAL PARTNERS LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) (in thousands of dollars, except unit amounts and per unit data) Based on OpCo's 2022 production, the Partnership recognized buyer deficiency fees of $ 23,835 during the year ended December 31, 2022. The buyer deficiency fee is measured periodically based upon the lower of the actual production deficiency at period end or the estimated annual production deficiency based upon OpCo's annual anticipated production. These periodic estimates are updated at the end of the year based on actual annual production. The buyer deficiency fees are classified as a component of net sales—Westlake. The buyer deficiency fee was received by the Partnership in January 2023. OpCo declared force majeure events in 2021 related to the flash fire at the Petro 2 facility, OpCo's Petro 1 facility outage, and due to the severe winter storm. As a result of these force majeure events in 2021, the Partnership recognized revenue for a buyer deficiency fee and Shortfall in 2021 of $ 51,395 and of $ 58,906 , respectively. The buyer deficiency fee is measured periodically based upon the lower of the actual production deficiency at period end or the estimated annual production deficiency based upon OpCo's annual anticipated production. These periodic estimates are updated at the end of the year based on actual annual production. The buyer deficiency fees and Shortfall are classified as a component of net sales—Westlake. The buyer deficiency fee recognized in 2021 was received by the Partnership in January 2022 and out of the total Shortfall of $ 58,906 recognized in 2021, $ 51,713 was received by the Partnership in 2022, $ 5,010 was received in January 2023 and the remaining amount will be collected in 2023 pursuant to the terms of the Ethylene Sales Agreement. During 2020, the Lake Charles Petro 1 and Petro 2 facilities were impacted by Hurricanes Laura and Delta, which resulted in force majeure events under the Ethylene Sales Agreement. As a result of the force majeure events, the Partnership recognized a buyer deficiency fee of $ 69,555 as a component of net sales—Westlake in 2020. Payment for the buyer deficiency fee was received by the Partnership in January 2021. Cost of Sales from Related Parties Charges for goods and services purchased by the Partnership and OpCo from Westlake and included in cost of sales relate primarily to feedstock purchased under the Feedstock Supply Agreement and services provided under the Services and Secondment Agreement. Charges from related parties in cost of sales were as follows: Year Ended December 31, 2022 2021 2020 Feedstock purchased from Westlake and included in cost of sales $ 764,123 $ 404,359 $ 255,910 Other charges from Westlake and included in cost of sales 172,761 130,541 103,273 Total $ 936,884 $ 534,900 $ 359,183 Services from Related Parties Included in Selling, General and Administrative Expenses Charges for services purchased by the Partnership from Westlake and included in selling, general and administrative expenses primarily relate to services Westlake performs on behalf of the Partnership under the Omnibus Agreement, including the Partnership's finance, legal, information technology, human resources, communication, ethics and compliance and other administrative functions. Charges from related parties included within selling, general and administrative expenses were as follows: Year Ended December 31, 2022 2021 2020 Services received from Westlake and included in selling, general and administrative expenses $ 26,621 $ 28,577 $ 22,162 64 Table of Contents WESTLAKE CHEMICAL PARTNERS LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) (in thousands of dollars, except unit amounts and per unit data) Goods and Services from Related Parties Capitalized as Assets Charges for goods and services purchased by the Partnership and OpCo from Westlake which were capitalized as assets relate primarily to the services of Westlake employees under the Services and Secondment Agreement. Charges from related parties for goods and services capitalized as assets were as follows: Year Ended December 31, 2022 2021 2020 Goods and services purchased from Westlake and capitalized as assets $ 2,852 $ 16,318 $ 1,736 Receivable under the Investment Management Agreement On August 1, 2017, the Partnership, OpCo and Westlake executed an investment management agreement (the "Investment Management Agreement") that authorized Westlake to invest the Partnership's 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, the Partnership earns a market return plus five basis points and Westlake provides daily availability of the invested cash to meet any liquidity needs of the Partnership or OpCo. Accrued interest of $ 940 and $ 71 was included in the receivable under the Investment Management Agreement balance at December 31, 2022 and 2021, respectively. Total interest earned related to the Investment Management Agreement was $ 1,875 , $ 296 and $ 932 for the years ended December 31, 2022, 2021 and 2020, respectively. The Partnership's receivable under the Investment Management Agreement was as follows: December 31, 2022 2021 Receivable under the Investment Management Agreement $ 64,996 $ 106,243 Accounts Receivable from Related Parties The Partnership's accounts receivable from Westlake result primarily from ethylene sales to Westlake and any buyer deficiency fee and Shortfall recognized under the Ethylene Sales Agreement. As discussed above under "Sales to Related Parties", the buyer deficiency fee for the year ended December 31, 2022 was received by the Partnership in January 2023. Payment for the buyer deficiency fee recognized during 2021 was received by the Partnership in January 2022, and out of the total Shortfall recognized in 2021, $ 51,713 was received by the Partnership in 2022, $ 5,010 was received in January 2023 and the remaining amount will be collected in 2023 pursuant to the terms of the Ethylene Sales Agreement. The Partnership's accounts receivable from Westlake were as follows: December 31, 2022 2021 Accounts receivable—Westlake $ 90,965 $ 142,791 Accounts Payable to Related Parties The Partnership's accounts payable to Westlake result primarily from feedstock purchases under the Feedstock Supply Agreement and services provided under the Services and Secondment Agreement and the Omnibus Agreement. The Partnership's accounts payable to Westlake were as follows: December 31, 2022 2021 Accounts payable—Westlake $ 34,087 $ 10,796 65 Table of Contents WESTLAKE CHEMICAL PARTNERS LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) (in thousands of dollars, except unit amounts and per unit data) Debt Payable to Related Parties See Note 8 for a description of related party debt payable balances. Interest on related party debt payable balances, net of capitalized interest, for the years ended December 31, 2022, 2021 and 2020 was $ 13,407 , $ 8,816 and $ 12,038 , respectively, and is reflected as a component of interest expense—Westlake in the consolidated statements of operations. At December 31, 2022 and 2021, accrued interest on related party debt was $ 4,733 and $ 2,176 , respectively, and is reflected as a component of accrued and other liabilities in the consolidated balance sheets. Debt payable to related parties was as follows: December 31, 2022 2021 Long-term debt payable to Westlake $ 399,674 $ 399,674 Related Party Leases OpCo is obligated to Westlake under various long-term and short-term noncancelable operating leases, primarily related to rail car leases and land. Operating lease rentals paid to Westlake for such leases were $ 2,624 , $ 3,037 and $ 3,038 for the years ended December 31, 2022, 2021 and 2020, respectively, and are reflected in other charges from Westlake that are included in cost of sales. OpCo has two site lease agreements with Westlake, each of which has a term of 50 years. Pursuant to the site lease agreements, OpCo pays Westlake one dollar per site per year. Major Customer and Concentration of Credit Risk During the years ended December 31, 2022, 2021 and 2020, Westlake accounted for approximately 84.3 %, 84.5 % and 91.9 %, respectively, of the Partnership's net sales. General During the years ended December 31, 2022, 2021 and 2020, the Partnership reimbursed $ 243 , $ 186 and $ 279 , respectively, to Westlake for certain state tax payments. Other See Note 10 above for an additional related party transaction. 12. Unit-based Compensation The Westlake Chemical Partners LP Long-Term Incentive Plan (the "Plan") was adopted on July 15, 2014 and provides for grants of unit options, restricted units, phantom units, unit awards, distribution equivalent rights ("DERs") and other unit-based awards. The purpose of the Plan is to attract and retain the services of individuals who are essential for the growth and profitability of the Partnership and to encourage such individuals to devote their best efforts to advancing the business of the Partnership and its affiliates. Awards under the Plan are determined by the board of directors of the Partnership's general partner or a committee thereof (the "Committee"). Under the Plan, DERs may be granted, which represent a contingent right to receive an amount in cash, units, restricted units and/or phantom units, as determined by the Committee at its sole discretion, equal in value to the cash distributions made by the Partnership with respect to a common unit during the period such award is outstanding. The terms and conditions of each award are determined by the Committee. The maximum number of common units of the Partnership that may be delivered with respect to awards under the Plan is 1,270,000 . The phantom units along with a corresponding number of DERs were granted to certain non-employee directors of the general partner of the Partnership during the years ended December 31, 2022, 2021 and 2020. These phantom units vest on the first anniversary of the grant date. There were no forfeitures under the Plan during 2022, 2021 and 2020. During the year 2020, the vesting of 4,638 phantom units was accelerated in connection with the retirement of one of the Partnership's non-employee directors. The total fair value of phantom units that vested during the year ended December 31, 2022 was $ 284 . 66 Table of Contents WESTLAKE CHEMICAL PARTNERS LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) (in thousands of dollars, except unit amounts and per unit data) Non-vested phantom unit awards as of December 31, 2022 and 2021 and changes during the respective periods were as follows: Number of Units Weighted Average Fair Value Non-vested balance at December 31, 2020 20,439 $ 22.33 Granted 11,178 26.97 Vested ( 20,439 ) 26.54 Non-vested balance at December 31, 2021 11,178 22.90 Granted 12,531 25.30 Vested ( 11,178 ) 25.42 Non-vested balance at December 31, 2022 12,531 23.50 Each phantom unit represents the right to receive, upon vesting, either a cash payment equal to the fair market value of one Partnership common unit or a Partnership common unit. Each DER has distribution rights only so long as the phantom units to which it relates to has not vested or been settled. The awards, which are classified as liability awards for financial accounting purposes, are re-measured at each reporting date until they vest. The total units available for grant at December 31, 2022 were 1,211,151 . The total compensation cost recognized during the years ended December 31, 2022, 2021 and 2020 was $ 282 , $ 436 and $ 375 , respectively, and is included in selling, general and administrative expenses and the related liability is classified as accrued and other liabilities in the consolidated financial statements of the Partnership. The unrecognized compensation cost associated with all grants under the Plan at December 31, 2022 was $ 178 and the weighted average remaining term of the units at December 31, 2022 was 0.6 years. 13. Fair Value Measurements The Partnership reports certain assets and liabilities at fair value, which is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). Under the accounting guidance for fair value measurements, inputs used to measure fair value are classified in one of three levels: Level 1: Quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs that are not corroborated by market data. The Partnership has financial assets and liabilities subject to fair value measures. These financial assets and liabilities include cash and cash equivalents, accounts receivable, net, accounts payable and long-term debt payable to Westlake, all of which are recorded at carrying value. The amounts reported in the consolidated balance sheets for accounts receivable, net and accounts payable approximate their fair value due to the short maturities of these instruments. The carrying and fair values of the Partnership's long-term debt at December 31, 2022 and December 31, 2021 are summarized in the table below. The fair value of long-term debt is determined based on the present value of expected future cash flows using a discounted cash flow methodology. Because the Partnership's valuation methodology used for long-term debt requires the use of significant unobservable inputs, the inputs used to measure the fair value of the Partnership's long-term debt are classified as Level 3 within the fair value hierarchy. Inputs used to estimate the fair values of the Partnership's long-term debt include the selection of an appropriate discount rate. December 31, 2022 December 31, 2021 Carrying Value Fair Value Carrying Value Fair Value OpCo Revolver $ 22,619 $ 23,213 $ 22,619 $ 23,276 MLP Revolver 377,055 382,666 377,055 383,574 67 Table of Contents WESTLAKE CHEMICAL PARTNERS LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) (in thousands of dollars, except unit amounts and per unit data) 14. Income Taxes The Partnership is a limited partnership and is treated as a partnership for U.S. federal income tax purposes and, therefore, is not liable for entity-level federal income taxes. The Partnership is, however, subject to state and local income taxes. The components of income tax of the Partnership are as follows: Year Ended December 31, 2022 2021 2020 Current State and local $ 891 $ 561 $ 671 Deferred State and local 126 ( 12 ) ( 107 ) Total provision $ 1,017 $ 549 $ 564 The reconciliation of income tax expense at the U.S. statutory rate to the income tax expense is as follows: Year Ended December 31, 2022 2021 2020 Provision for federal income tax, at statutory rate $ 70,528 $ 84,406 $ 71,755 State income tax provision, net of federal income tax effect 1,017 549 564 Partnership income not subject to entity-level federal income tax ( 70,528 ) ( 84,406 ) ( 71,755 ) Total provision $ 1,017 $ 549 $ 564 The tax effects of the principal temporary differences between financial reporting and income tax reporting are as follows: December 31, 2022 2021 Property, plant and equipment $ ( 1,438 ) $ ( 1,335 ) Turnaround costs ( 218 ) ( 195 ) Total deferred tax liabilities $ ( 1,656 ) $ ( 1,530 ) Balance sheet classifications Noncurrent deferred tax liability $ ( 1,656 ) $ ( 1,530 ) Total deferred tax liabilities $ ( 1,656 ) $ ( 1,530 ) 15. Supplemental Information Accrued and Other Liabilities Accrued and other liabilities were $ 17,537 and $ 60,895 at December 31, 2022 and 2021, respectively. Accruals related to maintenance expenses and intercompany interest expenses, which are components of accrued and other liabilities, were $ 3,752 and $ 4,733 at December 31, 2022, respectively, and were $ 5,597 and $ 2,176 at December 31, 2021, respectively. No other component of accrued and other liabilities was more than five percent of total current liabilities. Cash Flow Information Non-cash Investing Activity Capital expenditure related liabilities, included in accounts payable—third parties and accrued and other liabilities, were $ 6,372 , $ 14,415 , and $ 6,854 at December 31, 2022, 2021, and 2020, respectively. 68 Table of Contents WESTLAKE CHEMICAL PARTNERS LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) (in thousands of dollars, except unit amounts and per unit data) Interest and Income Taxes Interest paid by the Partnership, net of interest capitalized, was $ 10,850 , $ 8,976 and $ 13,887 for the years ended December 31, 2022, 2021 and 2020, respectively. Income tax paid by the Partnership was $ 683 , $ 676 and $ 709 for the years ended December 31, 2022, 2021 and 2020, respectively, of which $ 440 , $ 490 and $ 430 was paid directly to the tax authorities for the years ended December 31, 2022, 2021 and 2020, and $ 243 , $ 186 and $ 279 was paid to Westlake as reimbursements for the years ended December 31, 2022, 2021 and 2020. 16. Commitments and Contingencies The Partnership is subject to environmental laws and regulations that can impose civil and criminal sanctions and that may require the Partnership to mitigate the effects of contamination caused by the release or disposal of hazardous substances into the environment. These laws include the federal Clean Air Act, the federal Water Pollution Control Act, the Resource Conservation and Recovery Act ("RCRA"), the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA"), the Toxic Substances Control Act and various other federal, state and local laws and regulations. Under CERCLA, an owner or operator of property may be held strictly liable for remediating contamination without regard to whether that person caused the contamination, and without regard to whether the practices that resulted in the contamination were legal at the time they occurred. Because the Partnership's production sites have a history of industrial use, it is impossible to predict precisely what effect these legal requirements will have on the Partnership. Westlake will indemnify the Partnership for liabilities that occurred or existed prior to August 4, 2014. On September 27, 2021, shortly after the turnaround on Petro 2 commenced, there was a flash fire at the quench tower of the Petro 2 facility. Several contractors working on the quench tower were injured. There are lawsuits pending in connection with the flash fire. The Partnership expects insurance to cover most of the costs associated with these lawsuits. The Partnership is also involved in other legal proceedings incidental to the conduct of its business. The Partnership does not believe that any of these legal proceedings will have a material adverse effect on its financial condition, results of operations or cash flows. Other Commitments The Partnership has various purchase commitments for its capital projects and for materials, supplies and services incident to the ordinary conduct of business. 69 Table of Contents Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.