What changed in this filing

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Item 9A. Controls and Procedures

2024-02-28 compared with 2023-03-01 · 171 added, 140 removed, 563 unchanged (36% of the section changed)

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Other Information

Rule 10b5-1 Trading Arrangements .

During the three months ended December 31, 2023, no director or officer of the Partnership's general partner adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408 of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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

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

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

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

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Steven Bender 67 Executive Vice President, Chief Financial Officer and Director

Benjamin Ederington 52 Executive Vice President, General Counsel, Chief Administrative Officer, Corporate Secretary and Director

Benjamin Ederington 53 Executive Vice President, Performance & Essential Materials, General Counsel, Chief Administrative Officer and Director

Stephen Finley

Kenner 58 Senior Vice President, Olefin Materials & Corporate Procurement

Minas 58 Director

59 Senior Vice President, Olefin Materials & Corporate Procurement

Woelfel 68 Director

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

Chao is a trustee emeritus of Rice University.

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

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Benjamin Ederington .

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

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

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

From July 2017 to March 2022, Mr.

Ederington served as Westlake's Senior Vice President, General Counsel, Chief Administrative Officer and Corporate Secretary;

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

Ederington has been our general partner's Executive Vice President, Performance and Essential Materials, General Counsel and Chief Administrative Officer since May 2023 and a director since our general partner's formation in March 2014.

Ederington served as our general partner's Executive Vice President, General Counsel, Chief Administrative Officer and Corporate Secretary from March 2022 to May 2023 , Senior Vice President, General Counsel, Chief Administrative Officer and Corporate Secretary from February 2021 to March 2022 and as Vice President, General Counsel and Secretary from March 2014 to February 2021.

Ederington has also been Westlake's Executive Vice President, Performance and Essential Materials, General Counsel and Chief Administrative Officer since April 2023.

From March 2022 to April 2023 Mr.

Ederington served as Westlake's Executive Vice President , General Counsel, Chief Administrative Officer and Corporate Secretary;

from July 2017 to March 2022, he was its Senior Vice President, General Counsel, Chief Administrative Officer and Corporate Secretary;

from December 2015 to July 2017, he was its 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.

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

Friel has been a director of our general partner since April 2023 and serves on the audit and conflicts committees.

Friel was the Managing Partner of Ernst & Young LLP's San Antonio, Texas office from July 2012 until her retirement in September 2020.

Friel began her career with Ernst & Young LLP in 1988.

Friel holds a bachelor's of science degree in Accounting and Business Administration from the University of Kansas and is a Certified Public Accountant.

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

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in Chemical Engineering from the University of Texas at Austin.

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

Since July 2021, Ms.

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

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

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

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

Minas served as Vice President and Chief Financial Officer for DCP Midstream Partners from September 2008 to May 2012.

She served as Chief Financial Officer, Chief Accounting Officer and Treasurer of Constellation Energy Partners from September 2006 to March 2008.

Prior to her experience in the MLP sector, Ms.

Minas served as Senior Vice President, Global Consulting and Vice President, US Consulting for Science Applications International Corp.

She was a Partner with Arthur Andersen LLP from 1997 through 2002.

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 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.

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Finley and Woelfel and Ms.

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

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

Committees of the Board of Directors of our General Partner

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Audit Committee

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

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

Finley and Woelfel and Ms.

Minas, all of whom are independent.

Friel, all of whom are independent.

Finley is the current chairman of the audit committee.

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Finley and Woelfel and Ms.

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

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

The audit committee operates pursuant to a written charter, an electronic copy of which is available on our website at www.wlkpartners.com .

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Finley and Woelfel and Ms.

Minas serve on the conflicts committee.

Minas is the current chair of the conflicts committee.

Friel serve on the conflicts committee.

Woelfel 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, our general partner's audit committee held eight meetings and our general partner's conflicts committee held five meetings.

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

Our general partner's conflicts committee did not hold any meetings in the last fiscal year.

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

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All of our general partner's executive officers are employees of Westlake.

In accordance with the terms of the Omnibus Agreement, we reimburse Westlake for compensation-related expenses attributable to the portion of our executive officers' time dedicated to providing services to us.

In accordance with the terms of the Omnibus Agreement, effective August 4, 2014, we reimburse Westlake for compensation-related expenses attributable to the portion of our executive officers' time dedicated to providing services to us.

In connection with Westlake's annual budget process, Westlake determines a budgeted allocation rate, which represents an estimated average percentage of expected time that will be spent by each of the executive officers on our business during the succeeding year.

The executive officers provide input as to what those estimated percentages should be.

Those estimates are revised each year based on historical experience and business plans for the following year.

The executive officers do not keep logs of their time spent on our matters.

Since the allocation rate is initially estimated, the actual time spent by an executive officer on our behalf may vary from the budgeted allocation rate, and we may recognize an adjustment at the end of the year if allocating more or less of that executive officer's compensation than the actual percentage of his time spent on our behalf in a given year.

During 2023, Mr.

Albert Chao devoted approximately 10% of his total business time to our general partner, our consolidated subsidiaries (including OpCo) and us and Mr.

Steve Bender devoted approximately 10% of his total business time to our general partner, our consolidated subsidiaries (including OpCo) and us.

Steven Bender devoted approximately 10% of his total business time to our general partner, our consolidated subsidiaries (including OpCo) and us.

The allocation of the executive officers' time in future years and, in turn, future compensation allocations may differ from the time and compensation allocated for each executive officer in 2023.

Westlake has determined that only the base salary of each of the Westlake executive officers shall be allocated to us based on the percentages of business time set forth above.

This is because Westlake's other compensation components such as Westlake equity awards and annual and quarterly cash incentive plans are geared toward specific performance goals of Westlake's business, and not our business.

This is because Westlake's other compensation components such as Westlake equity awards and annual and quarterly cash incentive plans are determined based on the achievement of specific performance goals of Westlake's business, and not our business.

Westlake has significant assets and holdings outside of us and our general partner.

Named Executive Officers

For 2022, our named executive officers ("NEOs") consisted of our principal executive officer, Mr.

Albert Chao, and our principal financial officer, Mr.

For 2023, our named executive officers ("NEOs") consisted of our general partner's principal executive officer, Mr.

Albert Chao, and our general partner's principal financial officer, Mr.

Steven Bender.

The compensation allocated to us in 2023 for each of the other executive officers of our general partner did not exceed $100,000.

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Compensation Decisions

Westlake has ultimate decision-making authority with respect to the total compensation of our NEOs that are employed by Westlake.

Any such compensation decisions will not be subject to any approvals by the board of directors of our general partner;

provided, however, that any awards under the Westlake Chemical Partners LP Long-Term Incentive Plan (the "LTIP") must be approved by the board of directors of our general partner.

Westlake has ultimate decision-making authority with respect to the total compensation of our NEOs because our NEOs are employed by Westlake.

Any such compensation decisions will not be subject to any approvals by us, the board of directors or any committees thereof.

Except for amounts that we pay to Westlake under the Omnibus Agreement, we do not otherwise pay or reimburse any compensation amounts to or for our NEOs.

Each of our executive officers (including our NEOs) is eligible to receive grants of unit-based awards under the Westlake Chemical Partners LP Long Term Incentive Plan (the "LTIP"), but none has to date received any awards under the LTIP.

Any awards under the LTIP must be approved by the board of directors.

Westlake Compensation Committee Oversight

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For 2023, the Westlake Compensation Committee directly engaged the services of Willis Towers Watson as a compensation consultant to advise the Westlake Compensation Committee on executive compensation matters.

Willis Towers Watson assists the Westlake Compensation Committee by providing comparative market data on compensation programs and practices of peer competitors, the broader-based chemical industry and general industry.

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

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.

In 2023, Westlake paid Willis Towers Watson approximately $213,000 for compensation advisory services and approximately $2.7 million for other services (primarily related to the administration of Westlake's legacy defined benefit retirement plans).

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

In February 2024, the Westlake Compensation Committee assessed whether the work of Willis Towers Watson for Westlake during 2023 raised any conflict of interest and concluded that no conflict of interest exists.

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

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

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

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:

To validate current peers and identify potential new peer companies, Willis Towers Watson conducts a comprehensive review using both objective and qualitative criteria that the Westlake Compensation Committee deems to be appropriate, including recent developments with current peer companies (e.g., merger and acquisition activity and changes in financial performance), revenue, industry classification, market capitalization and other financial data, peers of peers analysis, business and product portfolios, peers as identified by proxy advisory firms such as ISS and Glass Lewis, and business and labor market competitors, with an overall objective of achieving approximately a median ranking for Westlake within the Peer Group.

The following companies from both the chemicals and building products industries made up the Peer Group as adopted by the Westlake Compensation Committee for purposes of determining compensation for the Westlake NEOs for 2023:

Builders FirstSource, Inc.

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Eastman Chemical Company PPG Industries, Inc.

Fortune Brands Home & Security, Inc.

Fortune Brands Innovations, Inc.

RPM International Inc.

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

As proposed by Willis Towers Watson, the Westlake Compensation Committee recommended, and the Westlake board of directors approved, adjustments to the Peer Group in November 2023 for purposes of determining compensation for 2024.

In consideration of the criteria previously mentioned and to achieve an approximately median ranking for Westlake relative to its peer group, Dow Inc., Ecolab Inc., LyondellBasell Industries N.V.

and The Sherwin-Williams Company were added to the Peer Group and Corteva, Inc.

and Fortune Brands Innovations, Inc.

were removed from the Peer Group.

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.

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

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

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

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

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

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

During this annual review meeting, the Westlake PEO also presents his recommendations to the Westlake Compensation Committee regarding the compensation to be provided to the other Westlake NEOs and other Westlake Executives.

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• recognize changes in responsibility or the scope of the Westlake Executive's position.

For further information regarding compensation decisions made by the Westlake Compensation Committee during 2022, see the proxy statement that is expected to be filed by Westlake in connection with its 2023 annual meeting of stockholders.

For additional information regarding compensation decisions made by the Westlake Compensation Committee during 2023, including Westlake's equity awards and annual and quarterly cash incentive plans, see the proxy statement that is expected to be filed by Westlake in connection with its 2024 annual meeting of stockholders.

In February 2024, the Westlake Compensation Committee elected to increase the base salary for Mr.

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Employment Agreements;

Severance and Change-in-Control Arrangements —Westlake does not have employment agreements with any of the Westlake NEOs;

Termination or Change-in-Control Arrangements

Employment Agreements —Westlake does not have employment agreements with any of the Westlake NEOs;

however, each Westlake Executive, including each of the Westlake NEOs, is typically provided an offer letter of employment containing the principal elements of the employment arrangement, including compensation.

None of these offer letters currently contains a provision for payments upon a change in control.

Deferred Compensation Programs —Westlake has no deferred compensation programs for which its executives are eligible to participate except for the standard provisions of Westlake's 401(k) plan and provisions of Section 125 of the Internal Revenue Code whereby salary is reduced for taxation since the 401(k) contributions are made by employees on a pre-tax basis, thereby reducing their salary and taxable income.

Termination or Change-in-Control Arrangements— Although none of the offer letters contain a provision for payments by us upon termination or a change in control, in 2023, following shareholder approval, Westlake incorporated change in control provisions into its annual cash incentive plan and long-term equity incentive plan that provide for certain benefits on a qualifying termination of employment within a twenty-four month period following a change in control of Westlake for awards that are assumed or replaced with equivalent awards or protections in connection with a change in control of Westlake if such awards were not assumed or replaced with equivalent awards.

Furthermore, award agreements under Westlake's long-term equity incentive plan contain provisions that provide for certain accelerated vesting benefits in the event of termination by reason of death or normal retirement and Westlake's annual cash incentive plan provides for the payment of a prorated bonus and certain banked amounts in the event of termination by reason of death, permanent disability, normal retirement or an approved reduction-in-force.

For additional information on termination and change in control provisions, see the section titled "2023 Potential Payments Upon Termination or Change in Control" of the proxy statement that is expected to be filed by Westlake in connection with its 2024 annual meeting of stockholders.

We are not required to reimburse Westlake for any portion of such benefits that may become payable to our NEOs either in connection with or following a termination of employment or a change in control of Westlake.

Recovery of Erroneously Awarded Compensation

In November 2023, the board of directors approved a policy for recovering erroneously awarded compensation, or "clawback" policy, applicable to executive officers.

The policy implements the incentive-based compensation recovery provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 as required under the listing standards of the New York Stock Exchange, and requires recovery of incentive-based compensation received by current or former executive officers during the three fiscal years preceding the date it is determined that the Partnership is required to prepare an accounting restatement, including to correct an error that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.

The amount required to be recovered is the excess of the amount of incentive-based compensation received over the amount that otherwise would have been received had it been determined based on the restated financial measure.

As of the date hereof, none of our current or former executive officers have received incentive-based compensation from us for their services.

COMPENSATION COMMITTEE REPORT

Neither we nor our general partner has a compensation committee.

The board of directors has reviewed and discussed the Company's Compensation Discussion and Analysis with management and, based upon this review, has approved it for inclusion in this report.

The information contained in this report shall not be deemed to be "soliciting material" or "filed" or incorporated by reference in future filings with the SEC, or subject to the liabilities of Section 18 of the Exchange Act, except to the extent that the Company specifically incorporates it by reference into a document filed under the Securities Act or the Exchange Act.

The board of directors has reviewed and discussed the Partnership's Compensation Discussion and Analysis with management and, based upon this review, has approved it for inclusion in this report.

The information contained in this report shall not be deemed to be "soliciting material" or "filed" or incorporated by reference in future filings with the SEC, or subject to the liabilities of Section 18 of the Exchange Act, except to the extent that the Partnership specifically incorporates it by reference into a document filed under the Securities Act or the Exchange Act.

THE BOARD OF DIRECTORS OF

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Executive Compensation

The following table provides information regarding the compensation awarded to or earned during 2022 and prior years, as applicable by the NEOs.

The compensation of our NEOs included in the tables below is established by Westlake as described above.

We have included in the following tables the full base salary paid by Westlake to each of the NEOs, together with an estimate of the approximate time spent by each NEO on our behalf.

The following table provides information regarding the NEO compensation actually allocated to us during 2023, 2022 and 2021.

Summary Compensation Table

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The directors who are not also officers or employees of Westlake or its affiliates (i.e., Ms.

Minas and Messrs.

Friel and Messrs.

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

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Finley and Woelfel and Ms.

Minas each received an annual retainer valued at approximately $195,000, of which $90,000 was paid in the form of a cash retainer and the remaining $105,000 was paid in the form of a grant of phantom unit awards under the LTIP.

Friel each received an annual retainer valued at approximately $205,000, of which $100,000 was paid in the form of a cash retainer and the remaining $105,000 was paid in the form of a grant of phantom unit awards under the LTIP.

In addition, in connection with her appointment to the board of directors, Ms.

Friel received a grant of phantom unit awards valued at $105,000, effective May 10, 2023.

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

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.

Finley, the audit committee chairman, received an additional cash retainer of $20,000.

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

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$ 120,000 $ 105,000 $ 8,237 $ 233,237

Minas 97,500 105,000 9,207 211,707

67,857 210,000 11,206 289,063

Woelfel 100,000 105,000 8,237 213,237

25,000 — 1,969 26,969

______________________________

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

For a discussion of the related valuation assumptions, please see Note 12 to our consolidated financial statements included in this report.

As of December 31, 2023, Ms.

Friel held 9,444 phantom units, 4,884 of which will become fully vested on May 10, 2024 and 4,560 of which will become fully vested on August 9, 2024, and Mr.

Finley and Mr.

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

Minas retired from the board of directors effective April 27, 2023.

CEO Pay Ratio Analysis

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However, for purposes of this disclosure, we have included the employees of Westlake and its other affiliates who are seconded to OpCo under the Services and Secondment Agreement for the production of ethylene (the "Seconded Employees").

For purposes of determining the median of the annual total compensation of such Seconded Employees for the year ended December 31, 2022, the applicable SEC rules require us to identify the median employee, by using either annual total compensation for all such employees or another consistently applied compensation measure.

SEC rules allow us to identify our median employee once every three years unless there has been a change in our Seconded Employee population or employee compensation arrangements that we reasonably believe would result in a significant change in our pay ratio disclosure.

Accordingly, our 2023 CEO pay ratio is calculated utilizing the same median Seconded Employee identified in 2022.

In determining that it was still appropriate to utilize our 2022 median Seconded Employee for this disclosure, we considered the change to our Seconded Employee population and compensation programs during 2023, as well as the absence of material changes in that Seconded Employee's job description or compensation during 2023.

For purposes of determining the median of the annual total compensation of such Seconded Employees for the year ended December 31, 2022, the applicable SEC rules required us to identify the median employee, by using either annual total compensation for all such employees or another consistently applied compensation measure.

For these purposes, we used total taxable earnings, plus certain non-taxable items, including retirement plan contributions and perquisites, as determined from the payroll records of Westlake and its affiliates providing the services of the Seconded Employees to OpCo for the period from January 1, 2022 through December 31, 2022 (the "Measurement Date"), as our consistently applied compensation measure.

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We did not use statistical sampling or include any cost-of-living adjustments for purposes of this determination.

After identifying the median employee, based on the process described above, we calculated annual total compensation for that employee using the same methodology we used for determining total compensation for 2022 for our named executive officers as set forth in the Summary Compensation Table.

We calculated 2023 total compensation for the median Seconded Employee identified in 2022 and the Chief Executive Officer using the same methodology we used for determining total compensation for 2023 for our NEOs as set forth in the Summary Compensation Table.

Chief Executive Officer annual total compensation (A) $ 125,600

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None of the units beneficially owned as set forth below is pledged as security.

Amount and Nature of Beneficial Ownership of Common Units

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

Amount and Nature of Beneficial Ownership of Common Units of Westlake Chemical Partners LP

Name of Beneficial Owner Direct Percentage of Common Units Beneficially Owned

Westlake Corporation 14,122,230 (1)

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Stephen Finley

Minas 19,427 — *

Woelfel 22,773 *

All directors and executive officers as a group (9 persons) 314,766 15,533,192 (1)(2)

All current directors and executive officers as a group (9 persons)

397,306 1.1 %

______________________________

* Less than 1% of the outstanding common units.

(1) The amount includes 9,093 common units held in a family trust for the benefit of Mr.

(1) These common units are held of record by WPT LLC, a wholly-owned subsidiary of Westlake Corporation.

(2) The amount includes 9,093 common units held in family trusts for the benefit of Mr.

Albert Chao and his family members with respect to which Mr.

Albert Chao serves as trustee.

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

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

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

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.

The following table sets forth, as of February 22, 2023, the number of shares of common stock of Westlake Corporation beneficially owned by each director and named executive officer of our general partner and by all directors and executive officers of our general partner as a group:

The following table sets forth, as of February 23, 2024, the number of shares of common stock of Westlake Corporation beneficially owned by each beneficial owner of more than 5% of the common stock of Westlake Corporation, each director and named executive officer of our general partner and by all directors and executive officers of our general partner as a group:

Amount and Nature of

Beneficial Ownership of Common Stock of Westlake (1)

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

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

TTWF LP and TTWFGP LLC

93,405,554 (2)

Chao 1,104,662 *

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Stephen Finley — —

Woelfel — — —

All directors and executive officers as a group (9 persons) 1,536,828 1.2 %

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

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

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

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

James and Albert Chao.

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

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

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

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

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

Two trusts for the benefit of members of the Chao family are the managers of TTWFGP LLC.

Decisions regarding the voting and disposition of the securities held of record by TTWF LP and TTWFGP LLC are made by a committee comprised of members of the Chao family.

Each member of the committee disclaims beneficial ownership of the securities reported herein.

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

TTWF LP and TTWFGP LLC

2801 Post Oak Boulevard, Suite 150

Houston, Texas 77056

15,524,099 (1)

Energy Income Partners, LLC

12 unchanged sentences

(1) Based on an Amendment No.

1 to a Schedule 13D filed on February 14, 2024.

According to the filing, TTWF LP and TTWFGP LLC had shared voting and dispositive power over 14,122,230 common units held by Westlake Corporation, and TTWFGP LLC had sole voting and dispositive power over 1,401,869 common units.

TTWF LP is the holder of record of 92,010,554 shares of common stock of Westlake Corporation and TTWFGP LLC, the general partner of TTWF LP, is the holder of record of 1,395,000 of Westlake Corporation.

TTWF LP and TTWF GP LLC may be deemed to share beneficial ownership of the common units of which WPT LLC is the record owner.

(2) Based on an Amendment No.

4 to a Schedule 13G filed on February 14, 2024.

1 unchanged sentence

In addition, each of James J.

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.

Murchie, Eva Pao and John K.

Tysseland had shared voting and shared dispositive power over 2,081,811 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 2,081,811 common units as a control person of Energy Income Partners, LLC.

(3) Based on an Amendment No.

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

3 to a Schedule 13G filed on February 7, 2024.

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

14 unchanged sentences

Equity Compensation Plan Information

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

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

Plan Category Number of units

13 unchanged sentences

______________________________

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

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

Only phantom unit awards have been granted under the LTIP.

There is no weighted-average exercise price associated with these awards.

For more information about the plan, please see Note 12 to our consolidated financial statements included in this report.

Certain Relationships and Related Transactions, and Director Independence

30 unchanged sentences

For amounts paid by us or Westlake, as applicable, under the agreements described below, see Note 2 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, 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."

Ethylene Sales Agreement

15 unchanged sentences

OpCo and Westlake are parties to the Services and Secondment Agreement, pursuant to which OpCo provides Westlake with various utilities and utility services and in exchange for Westlake providing OpCo with various utility services, comprehensive operating services for OpCo's units, services for the maintenance and operation of the common facilities and seconded employees to perform all services required under the agreement.

Site Lease Agreements

Lease Agreements

OpCo is obligated to Westlake under various long-term and short-term noncancelable operating leases, primarily related to rail car leases and land.

OpCo and Westlake are parties to two 50-year site lease agreements (the "Site Leases").

6 unchanged sentences

We, OpCo and Westlake are parties to the Omnibus Agreement, pursuant to which we granted Westlake, among other things, a right of first refusal on any proposed transfer of our equity interests in OpCo, the ethylene production facilities that serve Westlake's other facilities, or certain other assets we may acquire from Westlake.

The Omnibus Agreement also provides for reimbursement to Westlake for the provision of various administrative services and direct expenses incurred on our behalf and in connection with the operation of our business.

The Omnibus Agreement also provides for reimbursement to Westlake for the provision of various administrative and professional services and direct expenses incurred on our behalf and in connection with the operation of our business, including, but not limited to, legal, accounting services, audit services, human resources, insurance, tax, credit, finance, government affairs and regulatory affairs.

Under the Omnibus Agreement, Westlake will indemnify us against certain environmental and other losses, and we will indemnify Westlake against certain environmental and other losses for which Westlake is not otherwise obligated to indemnify us and certain other losses and liabilities to the extent resulting from the provision of services by Westlake to us.

OpCo Partnership Agreement

We, OpCo GP and Westlake are parties to an agreement of limited partnership for OpCo (the "OpCo LP Agreement").

We, OpCo GP and Westlake are parties to an amended and restated agreement of limited partnership of 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.

1 unchanged sentence

We control OpCo GP, as its sole member, subject to certain approval rights held by Westlake.

The OpCo LP Agreement was amended in December 2017 in connection with the new partnership tax audit rules.

The OpCo LP Agreement was amended in December 2017 in connection with the passage of the Bipartisan Budget Act of 2015, which amended certain partnership tax audit rules.

OpCo Revolver

On August 4, 2014, OpCo entered into a $600 million senior unsecured revolving credit facility agreement with Westlake (as subsequently amended, the "OpCo Revolver").

The OpCo Revolver matures on July 12, 2027.

Borrowings under the OpCo Revolver bear interest at a variable rate of either (a) SOFR plus the Applicable Margin plus a 0.10% credit spread adjustment or (b) if SOFR is no longer available, the Alternate Base Rate plus the Applicable Margin minus 1.0%.

The Applicable Margin under the OpCo Revolver is 1.75%.

On April 29, 2015, we entered into a $300 million revolving credit facility agreement with an affiliate of Westlake (as subsequently amended, the "MLP Revolver") to fund our purchase of an additional 2.7% newly-issued, limited partner interest in OpCo for approximately $135.3 million.

In 2017, we entered into an amendment to the MLP Revolver credit agreement, increasing borrowing capacity from $300 million to $600 million.

On March 29, 2019, we borrowed approximately $123.5 million under the MLP Revolver to partially fund the purchase of the additional 4.5% interest in OpCo.

The MLP Revolver matures on July 12, 2027.

Borrowings under the MLP Revolver bear interest at a variable rate of either (a) SOFR plus the Applicable Margin plus a 0.10% credit spread adjustment or (b) if SOFR is no longer available, 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 our Consolidated Leverage Ratio.

The MLP Revolver provides that we 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.

Exchange Agreement

11 unchanged sentences

$ 909,500 $ 840,000

Audit-related fees

396,195 362,652

All other fees

Total $ 1,305,695 $ 1,202,652

______________________________

(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.

(2) Represents tax services with respect to the preparation of the Partnership's 2022 K-1 and K-3 statements in 2023 and the preparation of the Partnership's 2021 K-1 and K-3 statements in 2022, tax consulting services in 2023 and compliance services in 2023 and 2022, respectively.

Audit Committee Pre-Approval Policy

17 unchanged sentences

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

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

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

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

3.6 Amendment No.

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

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

01-36567) (incorporated by reference to Exhibit 3.4 to Westlake Chemical Partners LP's Annual Report on Form 10-K for the year ended December 31, 2017 (File No.

2 unchanged sentences

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

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

4.4 Seventh Supplemental Indenture, dated as of February 12, 2013, among Westlake Corporation, the Subsidiary Guarantors (as defined therein) and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.16 to Westlake Corporation's Annual Report on Form 10-K for the year ended December 31, 2012, filed on February 22, 2013, File No.

4.3 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 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.

4.4 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 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 November 28, 2017, File No.

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

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

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

4.7 Thirteenth Supplemental Indenture (including the form of Notes), dated as of June 12, 2020, between Westlake Corporation and The Bank of New Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibi t 4.2 to Westlake Corporation's Current Report on Form 8-K filed on June 12, 2020, File No.

4.8 Fourteenth Supplemental Indenture (including the form of Notes), dated as of August 19, 2021, between Westlake Corporation and The Bank of New Mellon Trust Company, N.A., as trustee (incorporated by reference to Westlake Corporation's Current Report on Form 8-K filed on August 19, 2021, File No.

4.9 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.

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

7 unchanged sentences

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

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

Second Amendment to Ethylene Sales Agreement (incorporated by reference to Exhibit 10.2 to Westlake Chemical Partners LP's Quarterly Report on Form 10-Q for the quarter ended September 30, 2018 (File No.

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

10.5 Site Lease Agreement (Calvert City) between Westlake Vinyls, Inc.

1 unchanged sentence

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

10.6 Site Lease Agreement (Lake Charles) between Westlake Petrochemical LLC and Westlake Chemical OpCo LP (incorporated by reference to Exhibit 10.6 to Westlake Chemical Partners LP's Current Report on Form 8-K (File No.

10.6 Site Lease Agreement (Lake Charles) between Westlake Petrochemical s LLC and Westlake Chemical OpCo LP (incorporated by reference to Exhibit 10.6 to Westlake Chemical Partners LP's Current Report on Form 8-K (File No.

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

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

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

First Amendment to Senior Unsecured Revolving Credit Agreement by and between Westlake Chemical Partners LP, as borrower, and Westlake Chemical Finance Corporation, as lender, dated as of August 1, 2017 (incorporated by reference to Exhibit 10.1 to Westlake Chemical Partners LP's Quarterly Report on Form 10-Q for the quarter ended June 30, 2017 (File No.

01-36567) filed on August 3, 2017).

Second Amendment to Senior Unsecured Revolving Credit Agreement by and between Westlake Chemical Partners LP, as borrower, and Westlake Chemical Finance Corporation, as lender, dated as of November 28, 2017 (incorporated by reference to Exhibit 10.24 to Westlake Chemical Partners LP's Annual Report on Form 10-K for the year ended December 31, 2017 (File No.

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

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

Fourth A mendment to 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).

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

First Amendment to Amended and Restated Senior Unsecured Revolving Credit Agreement (incorporated by reference to Exhibit 10.1 to Westlake Chemical Partners LP's Quarterly Report on Form 10-Q for the quarter ended September 30, 2018 (File No.

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

Se cond A mendment to 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).

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

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

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

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

Exchange Agreement, effective as of August 1, 2014, by and between WPT LLC and Westlake Chemical OpCo LP (incorporated by reference to Exhibit 10.20 to Westlake Chemical Partners LP's Annual Report on Form 10-K for the year ended December 30, 2016 (File No.

2 unchanged sentences

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

10.14 First Amendment to Senior Unsecured Revolving Credit Agreement by and between Westlake Chemical Partners LP, as borrower, and Westlake Chemical Finance Corporation, as lender, dated as of August 1, 2017 (incorporated by reference to Exhibit 10.1 to Westlake Chemical Partners LP's Quarterly Report on Form 10-Q for the quarter ended June 30, 2017 (File No.

01-36567) filed on August 3, 2017).

10.15 Second Amendment to Senior Unsecured Revolving Credit Agreement by and between Westlake Chemical Partners LP, as borrower, and Westlake Chemical Finance Corporation, as lender, dated as of November 28, 2017 (incorporated by reference to Exhibit 10.24 to Westlake Chemical Partners LP's Annual Report on Form 10-K for the year ended December 31, 2017 (File No.

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

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

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

1 unchanged sentence

Equity Distribution Agreement, dated October 4, 2018, by and among Westlake Chemical Partners LP, Westlake Chemical Partners GP LLC, UBS Securities LLC, Barclays Capital Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, RBC Capital Markets, LLC and Wells Fargo Securities, LLC (incorporated by reference to Exhibit 1.1 to Westlake Chemical Partners LP's Current Report on Form 8-K filed on October 5, 2018, File No.

10.19 First Amendment to Amended and Restated Senior Unsecured Revolving Credit Agreement (incorporated by reference to Exhibit 10.1 to Westlake Chemical Partners LP's Quarterly Report on Form 10-Q for the quarter ended September 30, 2018 (File No.

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

10.20 Second Amendment to Ethylene Sales Agreement (incorporated by reference to Exhibit 10.2 to Westlake Chemical Partners LP's Quarterly Report on Form 10-Q for the quarter ended September 30, 2018 (File No.

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

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

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.

3 unchanged sentences

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

Westlake Chemical Partners LP Policy for Recovery of Erroneously Awarded Compensation, effective as of October 2, 2023.

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

15 unchanged sentences

WESTLAKE CHEMICAL PARTNERS LP

March 1, 2023 /s/ A LBERT C HAO

February 28, 2024 /S/ A LBERT C HAO

President, Chief Executive Officer and Director of

5 unchanged sentences

President, Chief Executive Officer and Director

(Principal Executive Officer) March 1, 2023

(Principal Executive Officer) February 28, 2024

S TEVEN B ENDER

Executive Vice President, Chief Financial Officer

and Director (Principal Financial Officer) March 1, 2023

and Director (Principal Financial Officer) February 28, 2024

Steven Bender

1 unchanged sentence

Vice President and Chief Accounting Officer

(Principal Accounting Officer) March 1, 2023

(Principal Accounting Officer) February 28, 2024

B ENJAMIN E DERINGTON

Executive Vice President, General Counsel, Chief

Administrative Officer, Corporate Secretary

and Director March 1, 2023

Executive Vice President, Performance and

Essential Materials, General Counsel, Chief

Administrative Officer and Director

February 28, 2024

Benjamin Ederington

/ S / J AMES C HAO

Chairman of the Board of Directors March 1, 2023

Chairman of the Board of Directors February 28, 2024

S TEPHEN F INLEY

Director March 1, 2023

Director February 28, 2024

Stephen Finley

/ S / A NGELA M INAS

Director March 1, 2023

/ S / L ISA F RIEL

Director February 28, 2024

/ S/ R ANDY W OELFEL

Director March 1, 2023

Director February 28, 2024

Randy Woelfel

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

What changed 10-K

Item 9A. Controls and Procedures