Related Party Transactions | Related Party Transactions Related party transactions between the Partnership, OpCo and Westlake are primarily based on agreements such as the Ethylene Sales Agreement, the Feedstock Supply Agreement, the Services and Secondment Agreement, Site Lease Agreements, the Omnibus Agreement, the Investment Management Agreement, the Exchange Agreement, the OpCo Partnership Agreement, the OpCo Revolver and the MLP Revolver. These agreements, discussed in detail in the Partnership's 2023 consolidated financial statements included in the 2023 Form 10-K filed on February 28, 2024, reflect the pervasive effect of the relationship with Westlake on the Partnership's operations and its consolidated financial statements. Pursuant to these agreements, the Partnership and OpCo regularly enter into transactions with Westlake. See below for descriptions and details of significant related party transactions. Sales to Related Parties OpCo sells ethylene to Westlake under the Ethylene Sales Agreement. Additionally, the Partnership and OpCo from time to time provide other services or products for which it charges Westlake a fee. OpCo sells a significant portion of its ethylene production to Westlake. Sales to related parties were as follows: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Net sales—Westlake $ 239,527 $ 224,575 $ 474,736 $ 482,046 Cost of Sales from Related Parties Charges for goods and services purchased by the Partnership and OpCo from Westlake and included in cost of sales relate primarily to feedstock purchased under the Feedstock Supply Agreement and services provided under the Services and Secondment Agreement. A significant portion of the Partnership's inputs included in cost of sales are supplied by Westlake. Charges from related parties for significant inputs included in cost of sales were as follows: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Feedstock purchased from Westlake and included in cost of sales $ 77,007 $ 80,727 $ 155,544 $ 183,769 Other charges from Westlake and included in cost of sales 29,598 29,729 61,666 60,635 Services from Related Parties Included in Selling, General and Administrative Expenses Charges for services purchased by the Partnership from Westlake and included in selling, general and administrative expenses primarily relate to services Westlake performs on behalf of the Partnership under the Omnibus Agreement, including the Partnership's finance, legal, information technology, human resources, communication, ethics and compliance and other administrative functions. Charges from related parties included within selling, general and administrative expenses were as follows: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Services received from Westlake and included in selling, general and administrative expenses $ 7,076 $ 6,625 $ 13,175 $ 13,296 Goods and Services from Related Parties Capitalized as Assets Charges for goods and services purchased by the Partnership and OpCo from Westlake, which were capitalized as assets, relate primarily to the services of Westlake employees under the Services and Secondment Agreement. Charges from related parties for goods and services capitalized as assets were as follows: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Goods and services purchased from Westlake and capitalized as assets $ 437 $ 1,173 $ 849 $ 1,872 Receivable under the Investment Management Agreement On August 1, 2017, the Partnership, OpCo and Westlake executed an investment management agreement (the "Investment Management Agreement") that authorized Westlake to invest the Partnership's and OpCo's excess cash with Westlake for durations of up to a maximum of nine months. Per the terms of the Investment Management Agreement, the Partnership earns a market return plus five basis points and Westlake provides daily availability of the invested cash to meet any liquidity needs of the Partnership or OpCo. Accrued interest of $1,306 and $1,272 was included in the receivable under the Investment Management Agreement balance at June 30, 2024 and December 31, 2023, respectively. Total interest earned related to the Investment Management Agreement was $1,306 and $1,058 for the three months ended June 30, 2024 and 2023, respectively, and $2,611 and $1,965 for the six months ended June 30, 2024 and 2023, respectively. The Partnership's receivable under the Investment Management Agreement was as follows: June 30, December 31, Receivable under the Investment Management Agreement $ 94,478 $ 94,444 Accounts Receivable from Related Parties The Partnership's accounts receivable from Westlake result primarily from ethylene sales to Westlake and the buyer deficiency fee and shortfall fee recognized under the Ethylene Sales Agreement. As a result of force majeure events in 2021, the Partnership recognized a shortfall fee of $58,906 during 2021, of which $189 remained to be collected by the Partnership as of December 31, 2023 and was received in the six months ended June 30, 2024. The Partnership's accounts receivable from Westlake were as follows: June 30, December 31, Accounts receivable—Westlake $ 39,090 $ 49,565 Accounts Payable to Related Parties The Partnership's accounts payable to Westlake result primarily from feedstock purchases under the Feedstock Supply Agreement and services provided under the Services and Secondment Agreement and the Omnibus Agreement. The Partnership's accounts payable to Westlake were as follows: June 30, December 31, Accounts payable—Westlake $ 10,581 $ 15,166 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 $430 and $310 for the three months ended June 30, 2024 and 2023, respectively, an d $855 and $1,047 for the six months ended June 30, 2024 and 2023 , 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. Pursuant to the site lease agreements, OpCo pays Westlake one dollar per site per year. Debt Payable to Related Parties 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 June 30, 2024 and 2023 was $6,651 and $6,117, respecti vely. Interest on related party debt payable balances, net of capitalized interest, for the six months ended June 30, 2024 and 2023 was $13,232 and $13,432, respectively. Interest on related party debt payable is presented as interest expense—Westlake in the consolidated statements of operations. At June 30, 2024 and December 31, 2023, accrued interest on related party debt was $6,679 and $6,675, respectively, and is reflected as a component of accrued and other liabilities in the consolidated balance sheets. Debt payable to related parties was as follows: June 30, December 31, Long-term debt payable to Westlake $ 399,674 $ 399,674 Major Customer and Concentration of Credit Risk During the three months ended June 30, 2024 and 2023, Westlake accounted for approximately 84.3% and 85.0%, respectively, of the Partnership's net sale s. During the six months ended June 30, 2024 and 2023 , Westlake accounted for approximately 83.5% and 84.3%, respectively, of the Partnership's net sales. |