Westlake Chemical Partners LP

On August 4, 2014, Westlake Partners completed its initial public offering (the "IPO") of 12,937,500 common units at a price of $24.00 per unit. Net proceeds to Westlake Partners from the sale of the units was approximately $286, net of underwriting discounts, structuring fees and offering expenses of approximately $24. At the consummation of the IPO, Westlake Partners' assets consisted of a 10.6% limited partner interest in OpCo, as well as the general partner interest in OpCo. Immediately after the IPO, the Company retained an 89.4% limited partner interest in OpCo and a significant interest in Westlake Partners. The IPO represented the sale of 47.8% of the common units in Westlake Partners.

Westlake Partners purchased additional 2.7% and 5.0% newly-issued limited partner interests in OpCo on April 29, 2015 and on September 29, 2017, respectively.

On September 29, 2017, Westlake Partners completed a secondary offering of 5,175,000 common units at a price of $22.00 per unit. Net proceeds to Westlake Partners from the sale of the units were $111, net of underwriting discounts, structuring fees and estimated offering expenses of approximately $3. At December 31, 2018, Westlake Partners had a 18.3% limited partner interest in OpCo, and the Company retained an 81.7% limited partner interest in OpCo and a 43.8% interest in Westlake Partners, a general partner interest in Westlake Partners and incentive distribution rights ("IDRs").

On July 27, 2018, the Westlake Partners' partnership agreement was amended to revise the minimum quarterly distribution thresholds for Westlake Partners' IDRs. The amended agreement provides that Westlake Partners will distribute cash each quarter to all the unitholders, pro rata, until each unit has received a distribution of $1.2938. If cash distributions to Westlake Partners' unitholders exceed $1.2938 per unit in any quarter, Westlake Partners' unitholders and Westlake, as the holder of the Westlake Partners' incentive distribution rights, will receive distributions according to the following percentage allocations per the amendment:



	Marginal Percentage Interest in Distributions
Total Quarterly Distribution Per Unit	Unitholders		IDR Holders
Above $1.2938 up to $1.4063	85.0	%	15.0	%
Above $1.4063 up to $1.6875	75.0	%	25.0	%
Above $1.6875	50.0	%	50.0	%

The Westlake Partners' distribution for the three months ended December 31, 2018 did not exceed the $1.2938 per unit threshold, and, as a result of the amendment, no distribution was made to Westlake, as the holder of the Westlake Partners' IDRs.

Prior to the amendment, Westlake Partners' partnership agreement provided that Westlake Partners' unitholders and Westlake, as the holder of Westlake Partners' IDRs, would receive distributions according to the following percentage allocations:



	Marginal Percentage Interest in Distributions
Total Quarterly Distribution Per Unit	Unitholders		IDR Holders
Above $0.3163 up to $0.3438	85.0	%	15.0	%
Above $0.3438 up to $0.4125	75.0	%	25.0	%
Above $0.4125	50.0	%	50.0	%

On October 4, 2018, Westlake Partners and Westlake Chemical Partners GP LLC, the general partner of Westlake Partners, entered into an Equity Distribution Agreement with UBS Securities LLC, Barclays Capital Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., RBC Capital Markets, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC to offer and sell Westlake Partners' common units, from time to time, up to an aggregate offering amount of $50. No common units were issued under this program in 2018.