What changed in this filing

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Item 1. Financial Statements

2025-08-06 compared with 2025-05-02 · 106 added, 56 removed, 365 unchanged (31% of the section changed)

27 unchanged sentences

Common unitholders—publicly and privately held ( 21,116,326 and 21,116,326 units

issued and outstanding at March 31, 2025 and December 31, 2024, respectively)

issued and outstanding at June 30, 2025 and December 31, 2024, respectively)

463,109 471,328

Common unitholder—Westlake ( 14,122,230 and 14,122,230 units issued and outstanding

at March 31, 2025 and December 31, 2024, respectively)

at June 30, 2025 and December 31, 2024, respectively)

41,876 47,373

7 unchanged sentences

CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

(in thousands of dollars, except unit amounts and per unit data)

33 unchanged sentences

Balances at March 31, 2025 $ 464,339 $ 42,699 $ ( 242,572 ) $ 538,640 $ 803,106

Net income 8,724 5,834 — 71,237 85,795

Distribution to unitholders ( 9,954 ) ( 6,657 ) — — ( 16,611 )

Distribution to noncontrolling interest retained in OpCo by Westlake — — — ( 41,125 ) ( 41,125 )

Balances at June 30, 2025 $ 463,109 $ 41,876 $ ( 242,572 ) $ 568,752 $ 831,165

The accompanying notes are an integral part of the consolidated financial statements.

12 unchanged sentences

Balances at March 31, 2024 $ 472,450 $ 48,282 $ ( 242,572 ) $ 570,085 $ 848,245

Net income 8,644 5,783 — 73,599 88,026

Units issued for vested phantom units 55 — — — 55

Distribution to unitholders ( 9,950 ) ( 6,657 ) — — ( 16,607 )

Distribution to noncontrolling interest retained in OpCo by Westlake — — — ( 84,872 ) ( 84,872 )

Balances at June 30, 2024 $ 471,199 $ 47,408 $ ( 242,572 ) $ 558,812 $ 834,847

The accompanying notes are an integral part of the consolidated financial statements.

1 unchanged sentence

CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended March 31,

Six Months Ended June 30,

(in thousands of dollars)

26 unchanged sentences

Net cash used for financing activities ( 126,253 ) ( 199,130 )

Net decrease in cash and cash equivalents

Net increase (decrease) in cash and cash equivalents

( 21,737 ) 7,380

28 unchanged sentences

Westlake's retained interest of 77.2 % is recorded as noncontrolling interest in the Partnership's consolidated financial statements.

In the opinion of the Partnership's management, the accompanying unaudited consolidated interim financial statements reflect all adjustments (consisting only of normal recurring adjustments) that are necessary for a fair statement of the Partnership's financial position as of March 31, 2025, its results of operations for the three months ended March 31, 2025 and 2024 and the changes in its cash position for the three months ended March 31, 2025 and 2024.

In the opinion of the Partnership's management, the accompanying unaudited consolidated interim financial statements reflect all adjustments (consisting only of normal recurring adjustments) that are necessary for a fair statement of the Partnership's financial position as of June 30, 2025, its results of operations for the three and six months ended June 30, 2025 and 2024 and the changes in its cash position for the six months ended June 30, 2025 and 2024.

Results of operations and changes in cash position for the interim periods presented are not necessarily indicative of the results that will be realized for the fiscal year ending December 31, 2025 or any other interim period.

39 unchanged sentences

Property, Plant and Equipment

Depreciation expense on property, plant and equipment of $ 20,836 and $ 21,537 is included in cost of sales in the consolidated statements of operations for the three months ended March 31, 2025 and 2024, respectively.

Depreciation expense on property, plant and equipment of $ 21,587 and $ 21,830 is included in cost of sales in the consolidated statements of operations for the three months ended June 30, 2025 and 2024, respectively.

Depreciation expense on property, plant and equipment of $ 42,423 and $ 43,367 is included in cost of sales in the consolidated statements of operations for the six months ended June 30, 2025 and 2024 , respectively.

Deferred Charges and Other Assets

Amortization expense on deferred charges and other assets of $ 6,232 and $ 6,457 is included in cost of sales in the consolidated statements of operations for the three months ended March 31, 2025 and 2024, respectively .

Amortization expense on deferred charges and other assets of $ 10,897 and $ 6,485 is included in cost of sales in the consolidated statements of operations for the three months ended June 30, 2025 and 2024, respectively .

Amortization expense on deferred charges and other assets of $ 17,129 and $ 12,942 is included in cost of sales in the consolidated statements of operations for the six months ended June 30, 2025 and 2024, respectively.

Distributions and Net Income Per Limited Partner Unit

On April 30, 2025, the board of directors of Westlake Chemical Partners GP LLC ("Westlake GP"), the Partnership's general partner, declared a quarterly cash distribution for the three months ended March 31, 2025 of $ 0.4714 per common unit.

This distribution is payable on May 29, 2025 to unitholders of record as of May 13, 2025.

On July 30, 2025, the board of directors of Westlake Chemical Partners GP LLC ("Westlake GP"), the Partnership's general partner, declared a quarterly cash distribution for the three months ended June 30, 2025 of $ 0.4714 per common unit.

This distribution is payable on August 27, 2025 to unitholders of record as of August 12, 2025.

Distributions are declared subsequent to quarter end;

therefore, the table below represents total cash distributions declared from earnings of the related periods pertaining to such distributions.

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Net income attributable to the Partnership $ 14,558 $ 14,427 $ 19,506 $ 29,260

8 unchanged sentences

Basic and diluted net income per unit is the same because the Partnership does not have any potentially dilutive units outstanding for the periods presented.

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

Limited Partners' Common Units Incentive Distribution Rights Total

11 unchanged sentences

(in thousands of dollars, except unit amounts and per unit data)

Three Months Ended March 31, 2024

Three Months Ended June 30, 2024

Limited Partners' Common Units Incentive Distribution Rights Total

7 unchanged sentences

Basic and diluted $ 0.41

Six Months Ended June 30, 2025

Limited Partners' Common Units Incentive Distribution Rights Total

Net income attributable to the Partnership:

Distribution $ 33,223 $ — $ 33,223

Distribution in excess of net income ( 13,717 ) — ( 13,717 )

Net income $ 19,506 $ — $ 19,506

Weighted average units outstanding:

Basic and diluted 35,238,556 35,238,556

Net income per limited partner unit:

Basic and diluted $ 0.55

Six Months Ended June 30, 2024

Limited Partners' Common Units Incentive Distribution Rights Total

Net income attributable to the Partnership:

Distribution $ 33,215 $ — $ 33,215

Distribution in excess of net income ( 3,955 ) — ( 3,955 )

Net income $ 29,260 $ — $ 29,260

Weighted average units outstanding:

Basic and diluted 35,228,832 35,228,832

Net income per limited partner unit:

Basic and diluted $ 0.83

The amended Partnership Agreement provides that the Partnership will distribute cash that is deemed to be an appropriate portion of the Partnership's total operating surplus.

8 unchanged sentences

50.0 % 50.0 %

The Partnership's distribution for the three months ended March 31, 2025 did not exceed the $ 1.2938 per unit threshold, and, as a result, no distribution was made with respect to the Partnership's incentive distribution rights to Westlake, as the holder of the Partnership's incentive distribution rights.

WESTLAKE CHEMICAL PARTNERS LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — Continued

(in thousands of dollars, except unit amounts and per unit data)

The Partnership's distribution for the three months ended June 30, 2025 did not exceed the $ 1.2938 per unit threshold, and, as a result, no distribution was made with respect to the Partnership's incentive distribution rights to Westlake, as the holder of the Partnership's incentive distribution rights.

Distributions Per Common Unit

Distributions per common unit for the three months ended March 31, 2025 and 2024 were as follows:

Three Months Ended March 31,

Distributions per common unit for the three and six months ended June 30, 2025 and 2024 were as follows:

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Distributions per common unit $ 0.4714 $ 0.4714 $ 0.9428 $ 0.9428

2 unchanged sentences

The Equity Distribution Agreement was amended on February 28, 2020 to reference a new shelf registration and subsequent renewals thereof for utilization under this agreement.

No common units were issued under this program as of March 31, 2025.

No common units were issued under this program as of June 30, 2025.

On March 29, 2019, the Partnership completed the issuance and sale of 2,940,818 common units at a price of $ 21.40 per unit through a private placement.

TTWF LP, Westlake's principal stockholder and a related party, acquired 1,401,869 common units out of 2,940,818 common units issued in the private placement.

WESTLAKE CHEMICAL PARTNERS LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — Continued

(in thousands of dollars, except unit amounts and per unit data)

Related Party Transactions

8 unchanged sentences

Sales to related parties were as follows:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Net sales—Westlake $ 269,076 $ 239,527 $ 459,857 $ 474,736

As of June 30, 2025, OpCo forecasted an annual production deficiency under the Ethylene Sales Agreement for the full year 2025 primarily due to the Petro 1 turnaround extending into April 2025, which was later than the planned completion in March 2025.

As a result, the Partnership recognized buyer deficiency fees of $ 13,613 during the three and six months ended June 30, 2025.

The buyer deficiency fee is measured based upon the lower of the actual production deficiency at period end or the estimated annual production deficiency.

The buyer deficiency fees are classified as a component of net sales—Westlake.

WESTLAKE CHEMICAL PARTNERS LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — Continued

(in thousands of dollars, except unit amounts and per unit data)

Cost of Sales from Related Parties

2 unchanged sentences

Charges from related parties for significant inputs included in cost of sales were as follows:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Feedstock purchased from Westlake and included in cost of sales $ 90,567 $ 77,007 $ 176,066 $ 155,544

3 unchanged sentences

Charges from related parties included within selling, general and administrative expenses were as follows:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Services received from Westlake and included in selling, general and administrative expenses $ 5,276 $ 7,076 $ 11,707 $ 13,175

WESTLAKE CHEMICAL PARTNERS LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — Continued

(in thousands of dollars, except unit amounts and per unit data)

Goods and Services from Related Parties Capitalized as Assets

1 unchanged sentence

Charges from related parties for goods and services capitalized as assets were as follows:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Goods and services purchased from Westlake and capitalized as assets $ 1,053 $ 437 $ 6,481 $ 849

2 unchanged sentences

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

Accrued interest of $ 1,357 and $ 1,385 was included in the receivable under the Investment Management Agreement balance at March 31, 2025 and December 31, 2024, respectively.

Total interest earned related to the Investment Management Agreement was $ 1,357 and $ 1,305 for the three months ended March 31, 2025 and 2024, respectively.

Accrued interest of $ 752 and $ 1,385 was included in the receivable under the Investment Management Agreement balance at June 30, 2025 and December 31, 2024, respectively.

Total interest earned related to the Investment Management Agreement was $ 752 and $ 1,306 for the three months ended June 30, 2025 and 2024, respectively, and $ 2,109 and $ 2,611 for the six months ended June 30, 2025 and 2024, respectively.

The Partnership's receivable under the Investment Management Agreement was as follows:

1 unchanged sentence

Receivable under the Investment Management Agreement $ 43,924 $ 134,557

WESTLAKE CHEMICAL PARTNERS LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — Continued

(in thousands of dollars, except unit amounts and per unit data)

Accounts Receivable from Related Parties

The Partnership's accounts receivable from Westlake result primarily from ethylene sales to Westlake and any buyer deficiency fee and shortfall fee recognized under the Ethylene Sales Agreement.

The buyer deficiency fees discussed above under "Sales to Related Parties" recognized in the six months ended June 30, 2025 are scheduled to be received by the Partnership after December 31, 2025.

As a result of the Partnership's decision to postpone the maintenance turnaround at the Petro 1 facility from the third quarter of 2024 to the first quarter of 2025, OpCo's production resulted in "excess quantities" of ethylene for the contract year ended December 31, 2024.

9 unchanged sentences

Accounts payable—Westlake $ 8,572 $ 20,744

WESTLAKE CHEMICAL PARTNERS LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — Continued

(in thousands of dollars, except unit amounts and per unit data)

Related Party Leases

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

Operating lease rentals paid to Westlake for such leases were $ 338 and $ 425 for the three months ended March 31, 2025 and 2024, respectively, an d are reflected in other charges from Westlake that are included in cost of sales.

Operating lease rentals paid to Westlake for such leases were $ 440 and $ 430 for the three months ended June 30, 2025 and 2024, respectively, and $ 778 and $ 855 for the six months ended June 30, 2025 and 2024 respectively, an d are reflected in other charges from Westlake that are included in cost of sales.

OpCo has two site lease agreements with Westlake, each of which has a term of 50 years.

2 unchanged sentences

See Note 9 for a description of related party debt payable balances.

Interest on related party debt payable balances, net of capitalized interest, for the three months ended March 31, 2025 and 2024 was $ 5,537 and $ 6,581 , respecti vely.

Interest on related party debt payable balances, net of capitalized interest, for the three months ended June 30, 2025 and 2024 was $ 5,907 and $ 6,651 , respecti vely.

Interest on related party debt payable balances, net of capitalized interest, for the six months ended June 30, 2025 and 2024 was $ 11,444 and $ 13,232 , respectively.

Interest on related party debt payable is presented as interest expense—Westlake in the consolidated statements of operations.

At March 31, 2025 and December 31, 2024, accrued interest on related party debt was $ 5,617 and $ 5,848 , respectively, and is reflected as a component of accrued and other liabilities in the consolidated balance sheets.

At June 30, 2025 and December 31, 2024, accrued interest on related party debt was $ 5,907 and $ 5,848 , respectively, and is reflected as a component of accrued and other liabilities in the consolidated balance sheets.

WESTLAKE CHEMICAL PARTNERS LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — Continued

(in thousands of dollars, except unit amounts and per unit data)

Debt payable to related parties was as follows:

2 unchanged sentences

Major Customer and Concentration of Credit Risk

During the three months ended March 31, 2025 and 2024, Westlake accounted for approximately 80.3 % and 82.6 %, respectively, of the Partnership's net sale s.

During the three months ended June 30, 2025 and 2024, Westlake accounted for approximately 90.6 % and 84.3 %, respectively, of the Partnership's net sale s.

During the six months ended June 30, 2025 and 2024, Westlake accounted for approximately 86.0 % and 83.5 % , respectively, of the Partnership's net sales.

Long-Term Debt Payable to Westlake

4 unchanged sentences

Long-term debt payable to Westlake $ 399,674 $ 399,674

As of March 31, 2025, outstanding borrowings under the OpCo Revolver and the MLP Revolver bore interest at the Secured Overnight Financing Rate, as administered by the Federal Reserve Bank of New York ("SOFR") plus the Applicable Margin plus a 0.10 % credit spread adjustment.

As of June 30, 2025, outstanding borrowings under the OpCo Revolver and the MLP Revolver bore interest at the Secured Overnight Financing Rate, as administered by the Federal Reserve Bank of New York ("SOFR") plus the Applicable Margin plus a 0.10 % credit spread adjustment.

The Applicable Margin under the OpCo Revolver is 1.75 %.

1 unchanged sentence

The OpCo Revolver and the MLP Revolver are scheduled to mature on July 12, 2027.

The weighted average interest rate on all long-term debt was 6.2 % and 6.4 % at March 31, 2025 and December 31, 2024, respectively.

As of March 31, 2025, the Partnership was in compliance with all of the covenants under the OpCo Revolver and the MLP Revolver.

WESTLAKE CHEMICAL PARTNERS LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — Continued

(in thousands of dollars, except unit amounts and per unit data)

The weighted average interest rate on all long-term debt was 6.1 % and 6.4 % at June 30, 2025 and December 31, 2024, respectively.

As of June 30, 2025, the Partnership was in compliance with all of the covenants under the OpCo Revolver and the MLP Revolver.

Fair Value Measurements

4 unchanged sentences

Unobservable inputs that are not corroborated by market data.

WESTLAKE CHEMICAL PARTNERS LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — Continued

(in thousands of dollars, except unit amounts and per unit data)

The Partnership has financial assets and liabilities subject to fair value measures.

1 unchanged sentence

The amounts reported in the consolidated balance sheets for cash and cash equivalents, accounts receivable, net and accounts payable approximate their fair value due to the short maturities of these instruments.

The carrying and fair values of the Partnership's long-term debt at March 31, 2025 and December 31, 2024 are summarized in the table below.

The carrying and fair values of the Partnership's long-term debt at June 30, 2025 and December 31, 2024 are summarized in the table below.

The fair value of long-term debt is determined based on the present value of expected future cash flows using a discounted cash flow methodology.

1 unchanged sentence

Inputs used to estimate the fair values of the Partnership's long-term debt include the selection of an appropriate discount rate.

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Value Carrying

2 unchanged sentences

Accrued and Other Liabilities

Accrued and other liabilities were $ 63,336 and $ 16,920 at March 31, 2025 and December 31, 2024, respectively.

Accrued turnaround costs, which is a component of accrued and other liabilities, was $ 44,676 and $ 933 at March 31, 2025 and December 31, 2024, respectively.

Accrued and other liabilities were $ 36,263 and $ 16,920 at June 30, 2025 and December 31, 2024, respectively.

Accrued taxes, accrued maintenance expense, accrued turnaround costs, accrued capital expenditures and accrued interest on related party debt, which are components of accrued and other liabilities, were $ 5,696 , $ 4,002 , $ 12,031 , $ 4,303 and $ 5,907 , respectively, at June 30, 2025 and $ 2,415 , $ 1,458 , $ 933 , $ 2,102 and $ 5,848 , respectively, at December 31, 2024.

No other component of accrued and other liabilities was more than five percent of total current liabilities.

1 unchanged sentence

Non-cash Investing Activity

Capital expenditure related liabilities, included in accounts payable—third parties and accrued and other liabilities, were $ 14,756 and $ 5,495 at March 31, 2025 and 2024, respectively.

Capital expenditure related liabilities, included in accounts payable—third parties and accrued and other liabilities, were $ 10,915 and $ 4,640 at June 30, 2025 and 2024, respectively.

Interest Paid

Interest paid by the Partnership, net of interest capitalized, was $ 5,769 and $ 6,640 for the three months ended March 31, 2025 and 2024, respectively.

Interest paid by the Partnership, net of interest capitalized, was $ 11,386 and $ 13,228 for the six months ended June 30, 2025 and 2024, respectively.

Operating Leases

Right-of-use assets obtained in exchange for operating lease obligations were $ 173 and $ 0 for the three months ended March 31, 2025 and 2024, respectively.

Right-of-use assets obtained in exchange for operating lease obligations were $ 173 and $ 616 for the six months ended June 30, 2025 and 2024, respectively.

WESTLAKE CHEMICAL PARTNERS LP

6 unchanged sentences

Because the Partnership's production sites have a history of industrial use, it is impossible to predict precisely what effect these legal requirements will have on the Partnership.

Pursuant to the Omnibus Agreement, certain subsidiaries of Westlake will indemnify the Partnership for liabilities that occurred or existed prior to August 4, 2014.

Pursuant to the Omnibus Agreement, certain subsidiaries of Westlake will indemnify the Partnership for certain environmental and other liabilities that occurred or existed prior to August 4, 2014.

Pursuant to the Services and Secondment Agreement, certain subsidiaries of Westlake will indemnify the Partnership for certain liabilities incurred in connection with the performance of Westlake's services under such agreement.

The Partnership is also involved in other legal proceedings incidental to the conduct of its business.

3 unchanged sentences

Consolidated net sales and provision for income taxes as disclosed in the consolidated statements of operations and depreciation and amortization and additions to property, plant and equipment as disclosed in the consolidated statements of cash flows are fully attributed to the OpCo segment, and as such, separate OpCo segment amounts are not repeated in the tables below.

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Significant segment expenses and other segment items

Raw material, energy, manufacturing and logistics costs $ 167,103 $ 154,621 $ 323,583 $ 309,120

$ 156,480 $ 154,499

Depreciation and amortization 32,484 28,315 59,552 56,309

8 unchanged sentences

OpCo $ 92,247 $ 95,307 $ 140,627 $ 192,185

WESTLAKE CHEMICAL PARTNERS LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — Continued

(in thousands of dollars, except unit amounts and per unit data)

A reconciliation of total segment net income to consolidated net income is as follows:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Net income from OpCo

3 unchanged sentences

$ 85,795 $ 88,026 $ 128,104 $ 177,672

WESTLAKE CHEMICAL PARTNERS LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — Continued

(in thousands of dollars, except unit amounts and per unit data)

2025 December 31,

5 unchanged sentences

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

What changed 10-Q

Item 1. Financial Statements