What changed in this filing

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Item 9A. Controls and Procedures

2025-03-05 compared with 2024-02-28 · 138 added, 113 removed, 621 unchanged (29% of the section changed)

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Internal Control Over Financial Reporting

Management's report on internal control over financial reporting appears on page 46 of this Annual Report on Form 10-K.

In addition, 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, 2023, as stated in their report that appears on page 47 of this Annual Report on Form 10-K.

Management's report on internal control over financial reporting appears in Part II, Item 8 of this Annual Report on Form 10-K.

In addition, 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, 2024, as stated in their report that appears in Part II, Item 8 of this Annual Report on Form 10-K.

Changes in Internal Control Over Financial Reporting

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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 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.

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" or 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.

Our general partner owes certain contractual duties to our unitholders as well as a fiduciary duty to its owner, Westlake.

Our general partner has seven directors, three of whom are independent as defined under the standards established by the NYSE and the Exchange Act.

Our general partner has eight directors, three of whom are independent as defined under the standards established by the NYSE and the Exchange Act.

The NYSE does not require a listed, publicly-traded partnership, such as ours, to have a majority of independent directors on the board of directors or to establish a compensation committee or a nominating committee.

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Executive officers serve at the discretion of the board.

The President, Chief Executive Officer and Director and the Chairman of the Board of Directors are brothers.

The Executive Chairman of the Board of Directors and the Senior Chairman of the Board of Directors are brothers.

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

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Position With Our General Partner

Chao 74 President, Chief Executive Officer and Director

Chao 76 Chairman of the Board of Directors

Chao 75 Executive Chairman of the Board of Directors

Chao 77 Senior Chairman of the Board of Directors

Jean-Marc Gilson

61 President, Chief Executive Officer and Director

Steven Bender 68 Executive Vice President, Chief Financial Officer and Director

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Stephen Finley

45 Vice President and Chief Accounting Officer

60 Senior Vice President, Olefin Materials & Corporate Procurement

Woelfel 69 Director

48 Vice President and Chief Accounting Officer

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

Chao has been Executive Chairman of the Board of Directors of our general partner since July 2024, a director since our general partner's formation in March 2014 and served as President and Chief Executive Officer from March 2014 to July 2024.

Additionally, Mr.

Chao has been Westlake's President since May 1996 and a director since June 2003.

Chao became Westlake's Chief Executive Officer in July 2004.

Chao has over 40 years of global experience in the chemical industry.

Chao has been Westlake's Executive Chairman of the Board of Directors since July 2024 and a director since June 2003.

From May 1996 to July 2024, Mr.

Chao served as Westlake's President and, from July 2004 to July 2024, he served as Westlake's Chief Executive Officer.

Chao assisted his father, T.T.

Chao, and his brother, James Chao, in founding Westlake, where he served as Executive Vice President until he succeeded James Chao as President.

Chao, and his brother, James Chao, in founding Westlake.

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.

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from Columbia University.

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

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

From May 1996 to July 2004, he served as Westlake's Vice Chairman.

Chao has over 45 years of global experience in the chemical industry.

Chao has been Senior Chairman of the Board of Directors of our general partner since July 2024, a director since our general partner's formation in March 2014 and served as Chairman of the Board from July 2014 to July 2024.

Additionally, Mr.

Chao has been Westlake's Senior Chairman of the Board of Directors since July 2024 and became a director in June 2003.

From July 2004 to July 2024, Mr.

Chao served as Westlake's Chairman of the Board and, from May 1996 to July 2004, he served as Westlake's Vice Chairman.

From June 2003 until November 2010, Mr.

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from Columbia University.

Jean-Marc Gilson .

Gilson has been our general partner's President and Chief Executive Officer and a director since July 2024.

Gilson has also served as President and Chief Executive Officer of Westlake since July 2024.

Prior to joining Westlake, Mr.

Gilson served as President, Chief Executive Officer and Representative Director of Mitsubishi Chemical Group Corporation (formerly known as Mitsubishi Chemical Holdings Corporation), from April 2021 until April 2024.

From September 2014 until December 2020, Mr.

Gilson served as Chief Executive Officer of Roquette Frères.

Before that, Mr.

Gilson served as Vice-Chairman and Chief Operating Officer of NuSil Technology LLC.

Earlier in his career, Mr.

Gilson held various leadership roles at Dow Corning Corporation, including as Executive Vice President, Specialty Chemicals Business, before becoming Chief Executive Officer of Avantor Performance Materials, Inc.

Gilson holds a Master of Science in Chemical Engineering from the University of Liege in Belgium and a Master of Business Administration from the International Institute for Management Development in Switzerland.

Steven Bender .

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

Holy has been our general partner's Vice President and Chief Accounting Officer since April 2024.

From April 2017 to April 2024, Mr.

Holy served as our general partner's Vice President and Treasurer.

Holy has also been Westlake's Vice President and Chief Accounting Officer since April 2024, and, from April 2017 to April 2024, Mr.

Holy served as its Vice President and Treasurer.

Prior to joining Westlake, from October 2014 to March 2017, Mr.

Holy was Assistant Treasurer at FMC Technologies, Inc.

and, from October 2013 to September 2014, Director of Corporate Finance.

From September 2007 to September 2013, he held various financial positions at General Motors Company in their Treasurers' Office in New York and Germany.

He began his career in public accounting with Ernst & Young LLP in 2001.

Holy holds a Bachelor of Science Degree from Trinity University in Business Administration and Economics, a Master in Accounting Degree from the University of Virginia, and a Master in Finance Degree from London Business School.

He is a Chartered Financial Analyst and Certified Public Accountant.

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

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

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

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

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

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

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

He began his career with Arthur Andersen LLP in 1998.

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

He is a Certified Public Accountant.

Director Independence

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Meetings of the Board

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

During the last fiscal year, our general partner's board of directors held ten 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.

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Corporate Governance Guideline and Code of Ethics

We have a Code of Ethics for the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer (the "Code of Ethics") that applies to each of the Principal Executive, Financial and Accounting Officers of our general partner, as required by Section 406 of the Sarbanes-Oxley Act of 2002.

Furthermore, we have Principles of Corporate Governance and a charter for our audit committee.

We have adopted a Code of Ethics for the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer (the "Code of Ethics") that applies to each of the Principal Executive, Financial and Accounting Officers of our general partner, as required by Section 406 of the Sarbanes-Oxley Act of 2002.

Furthermore, we have adopted Principles of Corporate Governance and a charter for our audit committee.

Each of the foregoing is available on our website at www.wlkpartners.com in the "Corporate Governance" section of our Investor Relations tab.

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You can also find information about us at the offices of the NYSE, 20 Broad Street, New York, New York 10005 or at the NYSE's Internet site ( www.nyse.com ).

Insider Trading Policy

We have adopted an insider trading policy governing the purchase and sale of our securities by our directors, officers and employees and the directors, officers and employees of our subsidiaries and affiliates, that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable NYSE listing standards.

A copy of our insider trading policy is filed as Exhibit 19 to this report.

Executive Compensation

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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, 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 accordance with the terms of the Omnibus Agreement with Westlake, effective August 4, 2014, as amended, 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.

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During 2024, Mr.

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

Albert Chao, who served as President and Chief Executive Officer until July 2024, devoted approximately 5% of his total business time to our general partner, our consolidated subsidiaries (including OpCo) and us and Jean-Marc Gilson, who was appointed President and Chief Executive Officer in July 2024, devoted approximately 5% 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.

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Named Executive Officers

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.

For 2024, our named executive officers ("NEOs") consisted of our general partner's principal executive officers, Mr.

Albert Chao (in such position until July 15, 2024) and Mr.

Jean-Marc Gilson (appointed to such position on July 15, 2024), and our general partner's principal financial officer, Mr.

Steven Bender.

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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.

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 (as amended and restated effective May 8, 2024) (the "LTIP"), but none has to date received any awards (including options or similar equity awards) under the LTIP.

As a result, we have not adopted a policy regarding the timing of grants of option awards.

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

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In 2024, Westlake paid Willis Towers Watson approximately $162,000 for compensation advisory services and approximately $2.1 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.

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

In February 2025, the Westlake Compensation Committee assessed whether the work of Willis Towers Watson for Westlake during 2024 raised any conflict of interest and concluded that no conflict of interest exists.

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Builders FirstSource, Inc.

Huntsman Corporation

LyondellBasell Industries N.V.

Celanese Corporation Masco Corporation

The Chemours Company

The Mosaic Company

The Chemours Company Olin Corporation

Olin Corporation

DuPont de Nemours, Inc.

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Eastman Chemical Company PPG Industries, Inc.

Fortune Brands Innovations, Inc.

RPM International Inc.

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.

Huntsman Corporation

The Sherwin-Williams Company

As disclosed in Westlake's 2024 Proxy Statement, in November 2023, as part of its annual evaluation process, and upon recommendation by Willis Towers Watson, the Westlake Compensation Committee determined, and the Westlake board of directors agreed, the 2024 selected Peer Group would be updated to achieve an approximately median ranking for Westlake relative to the peer group.

Going forward, the Westlake Compensation Committee will continue to evaluate and 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.

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

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In February 2025, the Westlake Compensation Committee elected to increase the base salary for Mr.

Albert Chao to $1,301,000 from $1,263,000 and for Mr.

Gilson to $1,300,000 from $1,250,000 and for Mr.

Bender to $785,000 from $755,000.

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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.

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, normal retirement or, in certain circumstances, without cause, 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 "2024 Potential Payments Upon Termination or Change in Control" of the proxy statement that is expected to be filed by Westlake in connection with its 2025 annual meeting of stockholders.

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WESTLAKE CHEMICAL PARTNERS GP LLC

Jean-Marc Gilson

Steven Bender

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Portion Allocation (2)

President and Chief Executive Officer 2023 $ 1,256,000 10.0 % $ 125,600

Executive Chairman of the Board of Directors (since July 2024);

President and Chief Executive Officer (until July 2024)

2024 $ 1,172,923 (4)

5.0 % $ 58,646

2023 1,256,000 10.0 % 125,600

2022 1,201,000 10.0 % 120,100

Jean-Marc Gilson

President and Chief Executive Officer (since July 2024)

2024 $ 528,846 5.0 % $ 26,442

Steven Bender

Executive Vice President and

Chief Financial Officer 2023 721,000 10.0 % 72,100

Executive Vice President and Chief Financial Officer

2024 $ 749,231 10.0 % $ 74,923

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2022 660,000 10.0 % 66,000

______________________________

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

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

(3) Reflects the portion of base salary allocated to us by Westlake for the periods from January 1, 2023 through December 31, 2023, from January 1, 2022 through December 31, 2022 and from January 1, 2021 through December 31, 2021.

Albert Chao served as President and Chief Executive Officer of our General Partner until July 15, 2024;

the totals for Mr.

Albert Chao reflect the portion of his base salary allocated to us by Westlake for the periods from January 1, 2024 through July 15, 2024, from January 1, 2023 through December 31, 2023 and from January 1, 2022 through December 31, 2022.

Gilson was appointed President and Chief Executive Officer of our General Partner on July 15, 2024;

the total for Mr.

Gilson reflects the portion of his base salary allocated to us by Westlake for the period from July 15, 2024 through December 31, 2024.

The totals for Mr.

Bender reflect the portion of his base salary allocated to us by Westlake for the periods from January 1, 2024 through December 31, 2024, from January 1, 2023 through December 31, 2023 and from January 1, 2022 through December 31, 2022.

Albert Chao's base salary was decreased from $1,301,000 to $1,019,000 in July 2024 in connection with his transition from President and Chief Executive Officer to Executive Chairman of the Board of Directors.

Director Compensation

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Finley and Woelfel and Ms.

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.

Friel each received an annual cash retainer of $100,000 and a grant of phantom unit awards under the LTIP with a grant date fair value of $110,000.

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

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(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.

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As of December 31, 2024, 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.

Woelfel each held 4,560 phantom units, which will become fully vested on August 9, 2024.

Friel and Messrs.

Finley and Woelfel each held 4,882 phantom units, which will become fully vested on August 7, 2025.

(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

The table below sets forth comparative information regarding:

(1) the annual total compensation of our Chief Executive Officer, Mr.

Albert Chao, for the year ended December 31, 2023, determined on the basis set forth in the Summary Compensation Table;

(1) the annualized total compensation of our Chief Executive Officer, Mr.

Gilson, who has served as President and Chief Executive Officer since July 15, 2024, for the year ended December 31, 2024, determined on the basis set forth below;

(2) the median of the annual total compensation of all seconded employees of Westlake that provide services to OpCo under the Services and Secondment Agreement, which excludes our Chief Executive Officer, for the year ended December 31, 2024, determined on the basis described below;

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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").

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 purposes of determining the median of the annual total compensation of our Seconded Employee population, excluding our Chief Executive Officer, for the year ended December 31, 2024, the applicable SEC rules require us to identify the median Seconded 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, 2024 through December 31, 2024 (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.

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.

After identifying the median Seconded Employee as of the Measurement Date, based on the process described above, we calculated 2024 total compensation for the median Seconded Employee and our Chief Executive Officer using the same methodology we used for determining total compensation for 2024 for our NEOs as set forth in the Summary Compensation Table.

Gilson was not our Chief Executive Officer for all of 2024, to determine the Chief Executive Officer's annual total compensation, we included in the table below his base salary as reported in the Summary Compensation Table, annualized as if he had served for the entire year and multiplied by an annualized allocation percentage of 10%.

Chief Executive Officer annual total compensation (A) $ 113,546

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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 of Westlake Chemical Partners LP

Name of Beneficial Owner Direct Percentage of Common Units Beneficially Owned

Name of Beneficial Owner Number of Common Units of Westlake Chemical Partners LP Beneficially Owned

Percentage of Common Units Beneficially Owned

Westlake Corporation 14,122,230 (1)

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Chao 13,908 *

Jean-Marc Gilson

Steven Bender 14,000 *

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

Please refer to the following table for information regarding beneficial ownership of shares of common stock of Westlake Corporation.

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

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The following table sets forth, as of February 21, 2025, 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 Percent of Class

Name of Beneficial Owner

Number of Shares of Common Stock of Westlake Beneficially Owned

Percent of Class

TTWF LP and TTWFGP LLC

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Chao 113,139 *

Jean-Marc Gilson

Steven Bender 97,274 *

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Stephen Finley — —

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

All current directors and executive officers as a group (10 persons)

1,586,681 1.2 %

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* Less than 1% of the outstanding shares of common stock.

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2,081,811 (2)

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

and The Charger Corporation

120 East Liberty Drive, Suite 400

Wheaton, Illinois 60187

1,608,700 (3)

1555 Peachtree Street NE, Suite 1800

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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 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 shares of common stock 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.

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5 to a Schedule 13G filed on February 13, 2024.

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

and The Charger Corporation had shared voting power over 1,605,572 common units and shared dispositive power over 1,608,700 common units.

First Trust Portfolios L.P.

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

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

and First Trust Advisors L.P.;

First Trust Portfolios L.P.

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

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

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

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

(4) Based on an Amendment No.

5 to a Schedule 13G filed on February 13, 2024.

According to the filing, Invesco Ltd.

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Equity Compensation Plan Information

Common 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 (as amended and restated, the "LTIP") are summarized in the following table.

Plan Category Number of units

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______________________________

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

(1) The LTIP was adopted by our general partner's board of directors in connection with our initial public offering and amended and restated effective May 8, 2024, following approval by our unitholders.

Only phantom unit awards have been granted under the LTIP.

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The Ethylene Sales Agreement requires Westlake to purchase OpCo's planned ethylene production each year, subject to certain exceptions and a maximum commitment of 3.8 billion pounds per year, less product sold by OpCo to third parties equal to approximately 5% of the annual output.

If OpCo's actual production is in excess of planned ethylene production, Westlake has the option to purchase up to 95% of production in excess of planned production.

Westlake's purchase price for ethylene under the Ethylene Sales Agreement includes a $0.10 per pound margin, the total costs incurred by OpCo for the feedstock and natural gas to produce each pound of ethylene (subject to a usage cap and a floor), and estimated operating costs, maintenance capital expenditures and other turnaround expenditures, less net proceeds from co-products sales.

Westlake's purchase price for its minimum commitment of ethylene under the Ethylene Sales Agreement includes a $0.10 per pound margin, the total costs incurred by OpCo for the feedstock and natural gas to produce each pound of ethylene (subject to a usage cap and a floor), and estimated operating costs, maintenance capital expenditures and other turnaround expenditures, less net proceeds from co-products sales.

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

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

If OpCo's actual production is in excess of planned ethylene production, Westlake has the option to purchase up to 95% of production in excess of planned production.

The price for the sale of such excess ethylene to Westlake is based on a formula similar to that used for the minimum purchase commitment, with the exception of certain fixed costs.

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.

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(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 in 2023 and 2022 and review of a registration statement filed with the SEC in 2023.

(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.

(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 in 2024 and 2023 and review of a registration statement filed with the SEC in 2024 and 2023.

(2) Tax fees represent tax services with respect to the preparation of the Partnership's 2023 K-1 and K-3 statements in 2024 and the preparation of the Partnership's 2022 K-1 and K-3 statements in 2023 and tax consulting and compliance services in 2024 and 2023.

Audit Committee Pre-Approval Policy

29 unchanged sentences

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.

4.7 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.

4.7 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 Exhibit 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.

10.1 Omnibus Agreement among Westlake Management Services, Inc., Westlake Vinyl 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.

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

12 unchanged sentences

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

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.

10.6 Site Lease Agreement (Lake Charles) between Westlake Petrochemicals 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).

5 unchanged sentences

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.

Fourth Amendment 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).

2 unchanged sentences

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.

Second Amendment 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).

1 unchanged sentence

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

Westlake Chemical Partners LP Long-Term Incentive Plan (as amended and restated effective May 8, 2024) (incorporated by reference to Appendix A to Westlake Chemical Partners LP's Definitive Proxy Statement on Schedule 14A filed on March 18, 2024, 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 3 1 , 2016 (File No.

5 unchanged sentences

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.

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).

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 Partner s LP's Annual Report on Form 10-K for the year ended December 31, 2019, filed on February 28, 2020, File No, 001-36567).

Westlake Ch emical Partners LP Insider Trading Policy .

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.

Westlake Chemical Partners LP Policy for Recovery of Erroneously Awarded Compensation, effective as of October 2, 2023 (incorporated by reference to Exhibit 97 to Westlake Chemical Partners LP ' s Annual Report on Form 10-K for the year ended December 31, 2023, filed on February 28, 2024 (File No.

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

February 28, 2024 /S/ A LBERT C HAO

March 5, 2025 /S/ J EAN -M ARC G ILSON

Jean-Marc Gilson

President, Chief Executive Officer and Director of

3 unchanged sentences

Signature Title Date

/ S / A LBERT C HAO

/ S / J EAN- M ARC G ILSON

President, Chief Executive Officer and Director

(Principal Executive Officer) February 28, 2024

(Principal Executive Officer) March 5, 2025

Jean-Marc Gilson

S TEVEN B ENDER

Executive Vice President, Chief Financial Officer

and Director (Principal Financial Officer) February 28, 2024

and Director (Principal Financial Officer) March 5, 2025

Steven Bender

/S/ J OHNATHAN S.

/S/ J EFFREY A .

Vice President and Chief Accounting Officer

(Principal Accounting Officer) February 28, 2024

(Principal Accounting Officer) March 5, 2025

B ENJAMIN E DERINGTON

2 unchanged sentences

Administrative Officer and Director

February 28, 2024

March 5, 2025

Benjamin Ederington

/ S / J AMES C HAO

Chairman of the Board of Directors February 28, 2024

Senior Chairman of the Board of Directors

March 5, 2025

/ S / A LBERT C HAO

Executive Chairman of the Board of Directors

March 5, 2025

S TEPHEN F INLEY

Director February 28, 2024

Director March 5, 2025

Stephen Finley

/ S / L ISA F RIEL

Director February 28, 2024

Director March 5, 2025

/ S/ R ANDY W OELFEL

Director February 28, 2024

Director March 5, 2025

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