wes-20240331

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2024


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to


WESTERN MIDSTREAM PARTNERS, LP
WESTERN MIDSTREAM OPERATING, LP
(Exact name of registrant as specified in its charter)


	Commission file number:	State or other jurisdiction of incorporation or organization:	I.R.S. Employer Identification No.:
Western Midstream Partners, LP	001-35753	Delaware	46-0967367
Western Midstream Operating, LP	001-34046	Delaware	26-1075808

Address of principal executive offices:

Zip Code:

Registrant’s telephone number, including area code:

Western Midstream Partners, LP

9950 Woodloch Forest Drive, Suite 2800

The Woodlands,

Texas

77380

(346)

786-5000

Western Midstream Operating, LP

9950 Woodloch Forest Drive, Suite 2800

The Woodlands,

Texas

77380

(346)

786-5000

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol

Name of exchange
on which registered

Common units outstanding as of May 3, 2024:

Western Midstream Partners, LP

Common units

WES

New York Stock Exchange

380,490,963

Western Midstream Operating, LP

None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Western Midstream Partners, LP

Yes

Western Midstream Operating, LP

Yes

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Western Midstream Partners, LP

Yes

Western Midstream Operating, LP

Yes

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Western Midstream Partners, LP

Large Accelerated Filer

Accelerated Filer

Non-accelerated Filer

Smaller Reporting Company

Emerging Growth Company

☐

Western Midstream Operating, LP

Large Accelerated Filer

Accelerated Filer

Non-accelerated Filer

Smaller Reporting Company

Emerging Growth Company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.


Western Midstream Partners, LP			¨
Western Midstream Operating, LP			¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Western Midstream Partners, LP

Yes

☐

Western Midstream Operating, LP

Yes

☐

FILING FORMAT

This quarterly report on Form 10-Q is a combined report being filed by two separate registrants: Western Midstream Partners, LP and Western Midstream Operating, LP. Western Midstream Operating, LP is a consolidated subsidiary of Western Midstream Partners, LP that has publicly traded debt, but does not have any publicly traded equity securities. Information contained herein related to any individual registrant is filed by such registrant solely on its own behalf. Each registrant makes no representation as to information relating exclusively to the other registrant.

Part I, Item 1 of this quarterly report includes separate financial statements (i.e., consolidated statements of operations, consolidated balance sheets, consolidated statements of equity and partners’ capital, and consolidated statements of cash flows) for Western Midstream Partners, LP and Western Midstream Operating, LP. The accompanying Notes to Consolidated Financial Statements, which are included under Part I, Item 1 of this quarterly report, and Management’s Discussion and Analysis of Financial Condition and Results of Operations, which is included under Part I, Item 2 of this quarterly report, are presented on a combined basis for each registrant, with any material differences between the registrants disclosed separately.


TABLE OF CONTENTS
		PAGE
PART I		FINANCIAL INFORMATION (UNAUDITED)
	Item 1.	Financial Statements
		Western Midstream Partners, LP
		Consolidated Statements of Operations for the three months ended March 31 , 202 4 and 2023	6
		Consolidated Balance Sheets as of M arch 3 1 , 202 4 , and December 31, 202 3	7
		Consolidated Statements of Equity and Partners’ Capital for the three months ended March 3 1 , 202 4 and 202 3	8
		Consolidated Statements of Cash Flows for three months ended March 31, 2024 and 2023	9
		Western Midstream Operating, LP
		Consolidated Statements of Operations for the three months ended March 31, 2024 and 2023	10
		Consolidated Balance Sheets as of M arch 3 1 , 2024, and December 31, 2023	11
		Consolidated Statements of Equity and Partners’ Capital for the three months ended March 3 1 , 202 4 and 202 3	12
		Consolidated Statements of Cash Flows for the three months ended March 31 , 202 4 and 202 3	13
		Notes to Consolidated Financial Statements	14
		Note 1. Description of Business and Basis of Presentation	14
		Note 2. Revenue from Contracts with Customers	17
		Note 3. Acquisitions and Divestitures	19
		Note 4. Partnership Distributions	20
		Note 5. Equity and Partners’ Capital	22
		Note 6. Related-Party Transactions	23
		Note 7. Equity Investments	26
		Note 8. Property, Plant, and Equipment	27

		Note 9. Selected Components of Working Capital	28
		Note 10. Debt and Interest Expense	29
		Note 11. Commitments and Contingencies	31

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	32
		Cautionary Note Regarding Forward-Looking Statements	32
		Executive Summary	34
		Outlook	36
		Acquisitions and Divestitures	37

		Results of Operations	38
		Operating Results	38
		Reconciliation of Non-GAAP Financial Measures	45
		Key Performance Metrics	50
		Liquidity and Capital Resources	52
		Items Affecting the Comparability of Financial Results with WES Operating	56
		Critical Accounting Estimates	57
		Recent Accounting Developments	57
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	57
	Item 4.	Controls and Procedures	58
PART II		OTHER INFORMATION
	Item 1.	Legal Proceedings	58
	Item 1A.	Risk Factors	58
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	58
	Item 5.	Other Information	59
	Item 6.	Exhibits	60

COMMONLY USED ABBREVIATIONS AND TERMS

References to “we,” “us,” “our,” “WES,” “the Partnership,” or “Western Midstream Partners, LP” refer to Western Midstream Partners, LP (formerly Western Gas Equity Partners, LP) and its subsidiaries. The following list of abbreviations and terms are used in this document:


			Defined Term						Definition
			Anadarko						Anadarko Petroleum Corporation and its subsidiaries, excluding our general partner, which became a wholly owned subsidiary of Occidental upon closing of the Occidental Merger on August 8, 2019.
			Barrel, Bbl, Bbls/d, MBbls/d						42 U.S. gallons measured at 60 degrees Fahrenheit, barrels per day, thousand barrels per day.
			Board						The board of directors of WES’s general partner.

			Chipeta						Chipeta Processing, LLC, in which we are the managing member of and own a 75% interest.

			Condensate						A natural-gas liquid with a low vapor pressure compared to drip condensate, mainly composed of propane, butane, pentane, and heavier hydrocarbon fractions.
			DBM water systems						Produced-water gathering and disposal systems in West Texas.

			DJ Basin complex						The Platte Valley, Fort Lupton, Wattenberg, Lancaster, and Latham processing plants, and the Wattenberg gathering system.
			EBITDA						Earnings before interest, taxes, depreciation, and amortization. For a definition of “Adjusted EBITDA,” see Reconciliation of Non-GAAP Financial Measures under Part I, Item 2 of this Form 10-Q.

			Exchange Act						The Securities Exchange Act of 1934, as amended.


			FRP						Front Range Pipeline LLC, in which we own a 33.33% interest.
			GAAP						Generally accepted accounting principles in the United States.
			General partner						Western Midstream Holdings, LLC, the general partner of the Partnership.
			Imbalance						Imbalances result from (i) differences between gas and NGLs volumes nominated by customers and gas and NGLs volumes received from those customers and (ii) differences between gas and NGLs volumes received from customers and gas and NGLs volumes delivered to those customers.
			Marcellus Interest						The 33.75% interest in the Larry’s Creek, Seely, and Warrensville gas-gathering systems and related facilities located in northern Pennsylvania that we sold in April 2024 (see Note 3—Acquisitions and Divestitures in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q).
			Mcf, MMcf, MMcf/d						Thousand cubic feet, million cubic feet, million cubic feet per day.
			Meritage						Meritage Midstream Services II, LLC, which was acquired by the Partnership on October 13, 2023.

			Mi Vida						Mi Vida JV LLC, in which we own a 50% interest.
			MLP						Master limited partnership.
			Mont Belvieu JV						Enterprise EF78 LLC, in which we owned a 25% interest that we sold in February 2024 (see Note 3—Acquisitions and Divestitures in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q).
			Natural-gas liquid(s) or NGL(s)						The combination of ethane, propane, normal butane, isobutane, and natural gasolines that, when removed from natural gas, become liquid under various levels of pressure and temperature.

			Occidental						Occidental Petroleum Corporation and, as the context requires, its subsidiaries, excluding our general partner.


			Panola						Panola Pipeline Company, LLC, in which we owned a 15% interest that we sold in March 2024 (see Note 3—Acquisitions and Divestitures in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q).
			Powder River Basin complex						The Hilight system and assets acquired from Meritage, which includes a gathering system, processing plants, and the Thunder Creek NGL pipeline (see Note 3—Acquisitions and Divestitures in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q).
			Produced water						Byproduct associated with the production of crude oil and natural gas that often contains a number of dissolved solids and other materials found in oil and gas reservoirs.

			RCF						WES Operating’s $2.0 billion senior unsecured revolving credit facility.
			Red Bluff Express						Red Bluff Express Pipeline, LLC, in which we own a 30% interest.

			Related parties						Occidental, the Partnership’s equity interests (see Note 7—Equity Investments in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q), and the Partnership and WES Operating for transactions that eliminate upon consolidation.
			Rendezvous						Rendezvous Gas Services, LLC, in which we own a 22% interest.


			Defined Term						Definition
			Residue						The natural gas remaining after the unprocessed natural-gas stream has been processed or treated.
			Saddlehorn						Saddlehorn Pipeline Company, LLC, in which we owned a 20% interest that we sold in March 2024 (see Note 3—Acquisitions and Divestitures in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q).
			SEC						U.S. Securities and Exchange Commission.
			Services Agreement						That certain amended and restated Services, Secondment, and Employee Transfer Agreement, dated as of December 31, 2019, by and among Occidental, Anadarko, and WES Operating GP.
			Skim oil						A crude-oil byproduct that is recovered during the produced-water gathering and disposal process.
			Springfield system						The Springfield gas-gathering system and Springfield oil-gathering system.


			TEG						Texas Express Gathering LLC, in which we own a 20% interest.
			TEP						Texas Express Pipeline LLC, in which we own a 20% interest.
			WES Operating						Western Midstream Operating, LP, formerly known as Western Gas Partners, LP, and its subsidiaries.
			WES Operating GP						Western Midstream Operating GP, LLC, the general partner of WES Operating.
			West Texas complex						The Delaware Basin Midstream complex and DBJV and Haley systems.
			WGRAH						WGR Asset Holding Company LLC, a subsidiary of Occidental.
			White Cliffs						White Cliffs Pipeline, LLC, in which we own a 10% interest.
			Whitethorn LLC						Whitethorn Pipeline Company LLC, in which we owned a 20% interest that we sold in February 2024 (see Note 3—Acquisitions and Divestitures in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q).
			Whitethorn						A crude-oil and condensate pipeline, and related storage facilities, owned by Whitethorn LLC.
			$1.25 billion Purchase Program						The $1.25 billion buyback program ending December 31, 2024. The common units may be purchased from time to time in the open market at prevailing market prices or in privately negotiated transactions.

Table of Contents

PART I. FINANCIAL INFORMATION (UNAUDITED)

Item 1. Financial Statements

WESTERN MIDSTREAM PARTNERS, LP

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)



	Three Months Ended March 31,
thousands except per-unit amounts	2024		2023
Revenues and other
Service revenues – fee based	$	781,262	$	647,867
Service revenues – product based	66,740		46,810
Product sales	39,292		39,025
Other	435		280
Total revenues and other (1)	887,729		733,982
Equity income, net – related parties	32,819		39,021
Operating expenses
Cost of product	46,079		51,459
Operation and maintenance	194,939		174,239
General and administrative	67,839		51,117
Property and other taxes	13,920		6,831
Depreciation and amortization	157,991		144,626
Long-lived asset and other impairments (2)	23		52,401

Total operating expenses (3)	480,791		480,673
Gain (loss) on divestiture and other, net	239,617		(2,118)
Operating income (loss)	679,374		290,212

Interest expense	(94,506)		(81,670)
Gain (loss) on early extinguishment of debt	524		—
Other income (expense), net	2,346		1,215
Income (loss) before income taxes	587,738		209,757
Income tax expense (benefit)	1,522		1,416
Net income (loss)	586,216		208,341
Net income (loss) attributable to noncontrolling interests	13,386		4,696
Net income (loss) attributable to Western Midstream Partners, LP	$	572,830	$	203,645
Limited partners’ interest in net income (loss):
Net income (loss) attributable to Western Midstream Partners, LP	$	572,830	$	203,645

General partner interest in net (income) loss	(13,330)		(4,686)
Limited partners’ interest in net income (loss) (4)	559,500		198,959
Net income (loss) per common unit – basic (4)	$	1.47	$	0.52
Net income (loss) per common unit – diluted (4)	$	1.47	$	0.52
Weighted-average common units outstanding – basic (4)	380,024		384,468
Weighted-average common units outstanding – diluted (4)	381,628		385,750

_________________________________________________________________________________________

(1)Total revenues and other includes related-party amounts of $499.8 million and $448.8 million for the three months ended March 31, 2024 and 2023, respectively. See Note 6.

(2)See Note 8.

(3)Total operating expenses includes related-party amounts of $(26.0) million and $(3.1) million for the three months ended March 31, 2024 and 2023, respectively, all primarily related to changes in imbalance positions. See Note 6.

(4)See Note 5.

Table of Contents

WESTERN MIDSTREAM PARTNERS, LP

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)




thousands except number of units	March 31, 2024		December 31, 2023
ASSETS
Current assets
Cash and cash equivalents	$	295,246	$	272,787
Accounts receivable, net	720,351		666,637
Other current assets	50,750		52,986
Total current assets	1,066,347		992,410
Property, plant, and equipment
Cost	15,157,635		14,945,431
Less accumulated depreciation	5,432,343		5,290,415
Net property, plant, and equipment	9,725,292		9,655,016
Goodwill	4,783		4,783
Other intangible assets	673,491		681,408
Equity investments	546,078		904,535
Other assets (1)	249,479		233,455
Total assets (2)	$	12,265,470	$	12,471,607
LIABILITIES, EQUITY, AND PARTNERS’ CAPITAL
Current liabilities
Accounts and imbalance payables	$	377,499	$	362,451
Short-term debt	108,394		617,748
Accrued ad valorem taxes	48,525		61,285
Accrued liabilities	173,721		262,572
Total current liabilities	708,139		1,304,056
Long-term liabilities
Long-term debt	7,272,079		7,283,556
Deferred income taxes	15,698		15,468
Asset retirement obligations	366,755		359,185
Other liabilities	526,508		480,212
Total long-term liabilities	8,181,040		8,138,421
Total liabilities (3)	8,889,179		9,442,477
Equity and partners’ capital
Common units (380,490,138 and 379,519,983 units issued and outstanding at March 31, 2024, and December 31, 2023, respectively)	3,225,562		2,894,231
General partner units (9,060,641 units issued and outstanding at March 31, 2024, and December 31, 2023)	11,313		3,193
Total partners’ capital	3,236,875		2,897,424
Noncontrolling interests	139,416		131,706
Total equity and partners’ capital	3,376,291		3,029,130
Total liabilities, equity, and partners’ capital	$	12,265,470	$	12,471,607

________________________________________________________________________________________

(1)Other assets includes $5.5 million and $5.7 million of NGLs line-fill inventory as of March 31, 2024, and December 31, 2023, respectively. Other assets also includes $107.1 million and $96.3 million of materials and supplies inventory as of March 31, 2024, and December 31, 2023, respectively.

(2)Total assets includes related-party amounts of $982.6 million and $1.3 billion as of March 31, 2024, and December 31, 2023, respectively, which includes related-party Accounts receivable, net of $389.7 million and $358.1 million as of March 31, 2024, and December 31, 2023, respectively. See Note 6.

(3)Total liabilities includes related-party amounts of $406.4 million and $378.8 million as of March 31, 2024, and December 31, 2023, respectively. See Note 6.

See accompanying Notes to Consolidated Financial Statements.

Table of Contents

WESTERN MIDSTREAM PARTNERS, LP

CONSOLIDATED STATEMENTS OF EQUITY AND PARTNERS’ CAPITAL

(UNAUDITED)


	Partners’ Capital
thousands	Common Units		General Partner Units		Noncontrolling Interests		Total










































Balance at December 31, 2023	$	2,894,231	$	3,193	$	131,706	$	3,029,130
Net income (loss)	559,500		13,330		13,386		586,216
Distributions to Chipeta noncontrolling interest owner	—		—		(1,085)		(1,085)
Distributions to noncontrolling interest owner of WES Operating	—		—		(4,591)		(4,591)
Distributions to Partnership unitholders	(218,228)		(5,210)		—		(223,438)


Equity-based compensation expense	9,423		—		—		9,423

Other	(19,364)		—		—		(19,364)
Balance at March 31, 2024	$	3,225,562	$	11,313	$	139,416	$	3,376,291


	Partners’ Capital
thousands	Common Units		General Partner Units		Noncontrolling Interests		Total
Balance at December 31, 2022	$	2,969,604	$	2,105	$	136,406	$	3,108,115
Net income (loss)	198,959		4,686		4,696		208,341
Distributions to Chipeta noncontrolling interest owner	—		—		(2,240)		(2,240)
Distributions to noncontrolling interest owner of WES Operating	—		—		(4,271)		(4,271)
Distributions to Partnership unitholders	(192,039)		(4,530)		—		(196,569)
Unit repurchases (1)	(7,061)		—		—		(7,061)

Equity-based compensation expense	7,199		—		—		7,199

Other	(11,950)		—		—		(11,950)
Balance at March 31, 2023	$	2,964,712	$	2,261	$	134,591	$	3,101,564

_________________________________________________________________________________________

(1)See Note 5.

See accompanying Notes to Consolidated Financial Statements.

Table of Contents

WESTERN MIDSTREAM PARTNERS, LP

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)



	Three Months Ended March 31,
thousands	2024		2023
Cash flows from operating activities
Net income (loss)	$	586,216	$	208,341
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	157,991		144,626
Long-lived asset and other impairments	23		52,401

Non-cash equity-based compensation expense	9,423		7,199
Deferred income taxes	230		924
Accretion and amortization of long-term obligations, net	2,190		1,692
Equity income, net – related parties	(32,819)		(39,021)
Distributions from equity-investment earnings – related parties	29,304		39,609
(Gain) loss on divestiture and other, net	(239,617)		2,118
(Gain) loss on early extinguishment of debt	(524)		—

Other	112		200
Changes in assets and liabilities:
(Increase) decrease in accounts receivable, net	(53,714)		(4,037)
Increase (decrease) in accounts and imbalance payables and accrued liabilities, net	(100,383)		(136,460)
Change in other items, net	41,276		24,832
Net cash provided by operating activities	399,708		302,424
Cash flows from investing activities
Capital expenditures	(193,789)		(173,088)

Acquisitions from third parties	(443)		—
Contributions to equity investments – related parties	—		(110)
Distributions from equity investments in excess of cumulative earnings – related parties	19,033		12,366

Proceeds from the sale of assets to third parties	582,739		—
(Increase) decrease in materials and supplies inventory and other	(10,691)		(18,346)
Net cash provided by (used in) investing activities	396,849		(179,178)
Cash flows from financing activities
Borrowings, net of debt issuance costs	—		220,000
Repayments of debt	(14,503)		(313,138)
Commercial paper borrowings (repayments), net	(510,379)		—
Increase (decrease) in outstanding checks	766		18,768
Distributions to Partnership unitholders (1)	(223,438)		(196,569)
Distributions to Chipeta noncontrolling interest owner	(1,085)		(2,240)
Distributions to noncontrolling interest owner of WES Operating	(4,591)		(4,271)

Unit repurchases	—		(7,061)
Other	(20,868)		(12,746)
Net cash provided by (used in) financing activities	(774,098)		(297,257)
Net increase (decrease) in cash and cash equivalents	22,459		(174,011)
Cash and cash equivalents at beginning of period	272,787		286,656
Cash and cash equivalents at end of period	$	295,246	$	112,645
Supplemental disclosures
Interest paid, net of capitalized interest	$	130,885	$	133,245
Income taxes paid (reimbursements received)	—		1,270
Accrued capital expenditures	116,751		91,067

_________________________________________________________________________________________

(1)Includes related-party amounts. See Note 6.

See accompanying Notes to Consolidated Financial Statements.

Table of Contents

WESTERN MIDSTREAM OPERATING, LP

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)



	Three Months Ended March 31,
thousands	2024		2023
Revenues and other
Service revenues – fee based	$	781,262	$	647,867
Service revenues – product based	66,740		46,810
Product sales	39,292		39,025
Other	435		280
Total revenues and other (1)	887,729		733,982
Equity income, net – related parties	32,819		39,021
Operating expenses
Cost of product	46,079		51,459
Operation and maintenance	194,939		174,239
General and administrative	67,479		50,885
Property and other taxes	13,920		6,831
Depreciation and amortization	157,991		144,626
Long-lived asset and other impairments (2)	23		52,401

Total operating expenses (3)	480,431		480,441
Gain (loss) on divestiture and other, net	239,617		(2,118)
Operating income (loss)	679,734		290,444

Interest expense	(94,506)		(81,670)
Gain (loss) on early extinguishment of debt	524		—
Other income (expense), net	2,287		1,190
Income (loss) before income taxes	588,039		209,964
Income tax expense (benefit)	1,522		1,416
Net income (loss)	586,517		208,548
Net income (loss) attributable to noncontrolling interest	1,686		535
Net income (loss) attributable to Western Midstream Operating, LP	$	584,831	$	208,013

________________________________________________________________________________________

(1)Total revenues and other includes related-party amounts of $499.8 million and $448.8 million for the three months ended March 31, 2024 and 2023, respectively. See Note 6.

(2)See Note 8.

(3)Total operating expenses includes related-party amounts of $(24.7) million and $(1.9) million for the three months ended March 31, 2024 and 2023, respectively, all primarily related to changes in imbalance positions. See Note 6.

See accompanying Notes to Consolidated Financial Statements.

Table of Contents

WESTERN MIDSTREAM OPERATING, LP

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)




thousands except number of units	March 31, 2024		December 31, 2023
ASSETS
Current assets
Cash and cash equivalents	$	289,464	$	268,184
Accounts receivable, net	738,487		666,615
Other current assets	48,888		50,468
Total current assets	1,076,839		985,267
Property, plant, and equipment
Cost	15,157,635		14,945,431
Less accumulated depreciation	5,432,343		5,290,415
Net property, plant, and equipment	9,725,292		9,655,016
Goodwill	4,783		4,783
Other intangible assets	673,491		681,408
Equity investments	546,078		904,535
Other assets (1)	246,053		231,644
Total assets (2)	$	12,272,536	$	12,462,653
LIABILITIES, EQUITY, AND PARTNERS’ CAPITAL
Current liabilities
Accounts and imbalance payables	$	377,358	$	392,752
Short-term debt	108,394		617,748
Accrued ad valorem taxes	48,525		61,285
Accrued liabilities	143,026		203,461

Total current liabilities	677,303		1,275,246
Long-term liabilities
Long-term debt	7,272,079		7,283,556
Deferred income taxes	15,698		15,468
Asset retirement obligations	366,755		359,185
Other liabilities	523,083		476,844
Total long-term liabilities	8,177,615		8,135,053
Total liabilities (3)	8,854,918		9,410,299
Equity and partners’ capital
Common units (318,675,578 units issued and outstanding at March 31, 2024, and December 31, 2023)	3,391,694		3,027,031



Total partners’ capital	3,391,694		3,027,031
Noncontrolling interest	25,924		25,323
Total equity and partners’ capital	3,417,618		3,052,354
Total liabilities, equity, and partners’ capital	$	12,272,536	$	12,462,653

_________________________________________________________________________________________

(2)Total assets includes related-party amounts of $997.3 million and $1.3 billion as of March 31, 2024, and December 31, 2023, respectively, which includes related-party Accounts receivable, net of $407.9 million and $358.1 million as of March 31, 2024, and December 31, 2023, respectively. See Note 6.

(3)Total liabilities includes related-party amounts of $406.0 million and $409.5 million as of March 31, 2024, and December 31, 2023, respectively. See Note 6.

See accompanying Notes to Consolidated Financial Statements.

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WESTERN MIDSTREAM OPERATING, LP

CONSOLIDATED STATEMENTS OF EQUITY AND PARTNERS’ CAPITAL

(UNAUDITED)


thousands	Common Units		Noncontrolling Interest		Total































Balance at December 31, 2023	$	3,027,031	$	25,323	$	3,052,354
Net income (loss)	584,831		1,686		586,517
Distributions to Chipeta noncontrolling interest owner	—		(1,085)		(1,085)
Distributions to WES Operating unitholders	(229,446)		—		(229,446)
Contributions of equity-based compensation from WES	9,278		—		9,278


Balance at March 31, 2024	$	3,391,694	$	25,924	$	3,417,618


thousands	Common Units		Noncontrolling Interest		Total

























Balance at December 31, 2022	$	3,092,012	$	28,095	$	3,120,107
Net income (loss)	208,013		535		208,548
Distributions to Chipeta noncontrolling interest owner	—		(2,240)		(2,240)
Distributions to WES Operating unitholders	(213,513)		—		(213,513)

Contributions of equity-based compensation from WES	7,058		—		7,058


Balance at March 31, 2023	$	3,093,570	$	26,390	$	3,119,960

See accompanying Notes to Consolidated Financial Statements.

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WESTERN MIDSTREAM OPERATING, LP

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)



	Three Months Ended March 31,
thousands	2024		2023
Cash flows from operating activities
Net income (loss)	$	586,517	$	208,548
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	157,991		144,626
Long-lived asset and other impairments	23		52,401

Non-cash equity-based compensation expense	9,278		7,058
Deferred income taxes	230		924
Accretion and amortization of long-term obligations, net	2,190		1,692
Equity income, net – related parties	(32,819)		(39,021)
Distributions from equity-investment earnings – related parties	29,304		39,609
(Gain) loss on divestiture and other, net	(239,617)		2,118
(Gain) loss on early extinguishment of debt	(524)		—
Other	112		200
Changes in assets and liabilities:
(Increase) decrease in accounts receivable, net	(71,872)		(5,048)
Increase (decrease) in accounts and imbalance payables and accrued liabilities, net	(102,341)		(148,148)
Change in other items, net	42,177		26,009
Net cash provided by operating activities	380,649		290,968
Cash flows from investing activities
Capital expenditures	(193,789)		(173,088)

Acquisitions from third parties	(443)		—
Contributions to equity investments – related parties	—		(110)
Distributions from equity investments in excess of cumulative earnings – related parties	19,033		12,366

Proceeds from the sale of assets to third parties	582,739		—
(Increase) decrease in materials and supplies inventory and other	(10,691)		(18,346)
Net cash provided by (used in) investing activities	396,849		(179,178)
Cash flows from financing activities
Borrowings, net of debt issuance costs	—		220,000
Repayments of debt	(14,503)		(313,138)
Commercial paper borrowings (repayments), net	(510,379)		—
Increase (decrease) in outstanding checks	699		18,726
Distributions to WES Operating unitholders (1)	(229,446)		(213,513)
Distributions to Chipeta noncontrolling interest owner	(1,085)		(2,240)

Other	(1,504)		(796)
Net cash provided by (used in) financing activities	(756,218)		(290,961)
Net increase (decrease) in cash and cash equivalents	21,280		(179,171)
Cash and cash equivalents at beginning of period	268,184		286,101
Cash and cash equivalents at end of period	$	289,464	$	106,930
Supplemental disclosures

Interest paid, net of capitalized interest	$	130,885	$	133,245
Income taxes paid (reimbursements received)	—		1,270
Accrued capital expenditures	116,751		91,067

________________________________________________________________________________________

(1)Includes related-party amounts. See Note 6.

See accompanying Notes to Consolidated Financial Statements.

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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

General. Western Midstream Partners, LP is a Delaware master limited partnership formed in September 2012. Western Midstream Operating, LP (together with its subsidiaries, “WES Operating”) is a Delaware limited partnership formed in 2007 to acquire, own, develop, and operate midstream assets. Western Midstream Partners, LP owns, directly and indirectly, a 98.0% limited partner interest in WES Operating, and directly owns all of the outstanding equity interests of Western Midstream Operating GP, LLC, which holds the entire non-economic general partner interest in WES Operating.

For purposes of these consolidated financial statements, the “Partnership” refers to Western Midstream Partners, LP in its individual capacity or to Western Midstream Partners, LP and its subsidiaries, including Western Midstream Operating GP, LLC and WES Operating, as the context requires. “WES Operating GP” refers to Western Midstream Operating GP, LLC, individually as the general partner of WES Operating. The Partnership’s general partner, Western Midstream Holdings, LLC (the “general partner”), is a wholly owned subsidiary of Occidental Petroleum Corporation. “Occidental” refers to Occidental Petroleum Corporation, as the context requires, and its subsidiaries, excluding the general partner. “Anadarko” refers to Anadarko Petroleum Corporation and its subsidiaries, excluding Western Midstream Holdings, LLC. Anadarko became a wholly owned subsidiary of Occidental as a result of Occidental’s acquisition by merger of Anadarko on August 8, 2019. “Related parties” refers to Occidental (see Note 6), the Partnership’s investments accounted for under the equity method of accounting (see Note 7), and the Partnership and WES Operating for transactions that eliminate upon consolidation (see Note 6).

The Partnership is engaged in the business of gathering, compressing, treating, processing, and transporting natural gas; gathering, stabilizing, and transporting condensate, natural-gas liquids (“NGLs”), and crude oil; and gathering and disposing of produced water. In its capacity as a natural-gas processor, the Partnership also buys and sells natural gas, NGLs, and condensate on behalf of itself and its customers under certain contracts. As of March 31, 2024, the Partnership’s assets and investments consisted of the following:


	Wholly Owned and Operated	Operated Interests	Non-Operated Interests	Equity Interests
Gathering systems (1)	18	2	3	1
Treating facilities	38	3	—	—
Natural-gas processing plants/trains	24	3	—	1
NGLs pipelines	3	—	—	4
Natural-gas pipelines	6	—	—	1
Crude-oil pipelines	3	1	—	1

_________________________________________________________________________________________

(1)Includes the DBM water systems.

These assets and investments are located in Texas, New Mexico, the Rocky Mountains (Colorado, Utah, and Wyoming), and North-central Pennsylvania.

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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Basis of presentation. The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and include the accounts of the Partnership and entities in which it holds a controlling financial interest, including WES Operating, WES Operating GP, proportionately consolidated interests, and equity investments (see table below). All significant intercompany transactions have been eliminated.

The following table outlines the ownership interests and the accounting method of consolidation used in the consolidated financial statements for entities not wholly owned (see Note 7):


	Percentage Interest
Full consolidation
Chipeta (1)	75.00	%
Proportionate consolidation (2)
Springfield system	50.10	%
Marcellus Interest systems	33.75	%
Equity investments (3)
Mi Vida JV LLC (“Mi Vida”)	50.00	%
Front Range Pipeline LLC (“FRP”)	33.33	%
Red Bluff Express Pipeline, LLC (“Red Bluff Express”)	30.00	%
Rendezvous Gas Services, LLC (“Rendezvous”)	22.00	%
Texas Express Pipeline LLC (“TEP”)	20.00	%
Texas Express Gathering LLC (“TEG”)	20.00	%
White Cliffs Pipeline, LLC (“White Cliffs”)	10.00	%

_________________________________________________________________________________________

(1)The 25% third-party interest in Chipeta Processing LLC (“Chipeta”) is reflected within noncontrolling interests in the consolidated financial statements. See Noncontrolling interests below.

(2)The Partnership proportionately consolidates its associated share of the assets, liabilities, revenues, and expenses attributable to these assets.

(3)Investments in non-controlled entities over which the Partnership exercises significant influence are accounted for under the equity method of accounting. “Equity-investment throughput” refers to the Partnership’s share of average throughput for these investments.

Certain information and note disclosures commonly included in annual financial statements have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, the accompanying consolidated financial statements and notes should be read in conjunction with the Partnership’s 2023 Form 10-K, as filed with the SEC on February 21, 2024. Management believes that the disclosures made are adequate to make the information not misleading.

The consolidated financial results of WES Operating are included in the Partnership’s consolidated financial statements. Throughout these notes to consolidated financial statements, and to the extent material, any differences between the consolidated financial results of the Partnership and WES Operating are discussed separately. The Partnership’s consolidated financial statements differ from those of WES Operating primarily as a result of (i) the presentation of noncontrolling interest ownership (see Noncontrolling interests below), (ii) the elimination of WES Operating GP’s investment in WES Operating with WES Operating GP’s underlying capital account, (iii) the general and administrative expenses incurred by the Partnership, which are separate from, and in addition to, those incurred by WES Operating, (iv) the inclusion of the impact of Partnership equity balances and Partnership distributions, and (v) transactions between the Partnership and WES Operating that eliminate upon consolidation.

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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Presentation of the Partnership’s assets. The Partnership’s assets include assets owned and ownership interests accounted for by the Partnership under the equity method of accounting, through its 98.0% partnership interest in WES Operating, as of March 31, 2024 (see Note 7). The Partnership also owns and controls the entire non-economic general partner interest in WES Operating GP, and the Partnership’s general partner is owned by Occidental.

Use of estimates. In preparing financial statements in accordance with GAAP, management makes informed judgments and estimates that affect the reported amounts of assets, liabilities, revenues, and expenses. Management evaluates its estimates and related assumptions regularly, using historical experience and other reasonable methods. Changes in facts and circumstances or additional information may result in revised estimates, and actual results may differ from these estimates. Effects on the business, financial condition, and results of operations resulting from revisions to estimates are recognized when the facts that give rise to the revisions become known. The information included herein reflects all normal recurring adjustments which are, in the opinion of management, necessary for a fair presentation of the consolidated financial statements.

Noncontrolling interests. The Partnership’s noncontrolling interests in the consolidated financial statements consist of (i) the 25% third-party interest in Chipeta and (ii) the 2.0% limited partner interest in WES Operating owned by an Occidental subsidiary. WES Operating’s noncontrolling interest in the consolidated financial statements consists of the 25% third-party interest in Chipeta. See Note 5.

Segments. The Partnership’s operations continue to be organized into a single operating segment, the assets of which gather, compress, treat, process, and transport natural gas; gather, stabilize, and transport condensate, NGLs, and crude oil; and gather and dispose of produced water in the United States.

In November 2023, the Financial Accounting Standards Board issued Accounting Standards Update 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” The standard improves reportable segment disclosure requirements for public business entities primarily through enhanced disclosures about significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit (referred to as the “significant expense principle”). The standard will become effective for the Partnership for the fiscal year 2024 annual financial statements and interim financial statements thereafter and will be applied retrospectively for all prior periods presented in the financial statements, with early adoption permitted. The Partnership plans to adopt the standard when it becomes effective beginning with the fiscal year 2024 annual financial statements. The Partnership is currently evaluating the impact this guidance will have on disclosures in the Notes to Consolidated Financial Statements. This standard will have no impact to the Partnership’s financial statements, but will result in additional disclosure.

Equity-based compensation. During the three months ended March 31, 2024, the Partnership issued 970,155 common units under its long-term incentive plans. Compensation expense was $9.4 million and $7.2 million for the three months ended March 31, 2024 and 2023, respectively.

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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

2. REVENUE FROM CONTRACTS WITH CUSTOMERS

The following table summarizes revenue from contracts with customers:



	Three Months Ended March 31,
thousands	2024		2023
Revenue from customers
Service revenues – fee based	$	781,262	$	647,867
Service revenues – product based	66,740		46,810
Product sales	39,292		39,025
Total revenue from customers	887,294		733,702
Revenue from other than customers

Other	435		280
Total revenues and other	$	887,729	$	733,982

Contract balances. Receivables from customers, which are included in Accounts receivable, net on the consolidated balance sheets were $711.0 million and $661.6 million as of March 31, 2024, and December 31, 2023, respectively.

Contract assets primarily relate to (i) revenue accrued but not yet billed under cost-of-service contracts with fixed and variable fees and (ii) accrued deficiency fees the Partnership expects to charge customers once the related performance periods are completed. The following table summarizes activity related to contract assets from contracts with customers:




thousands
Contract assets balance at December 31, 2023	$	39,292
Amounts transferred to Accounts receivable, net that were included in the contract assets balance at the beginning of the period	(1,928)
Additional estimated revenues recognized	1,974

Contract assets balance at March 31, 2024	$	39,338



Contract assets at March 31, 2024
Other current assets	$	8,708
Other assets	30,630
Total contract assets from contracts with customers	$	39,338

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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

2. REVENUE FROM CONTRACTS WITH CUSTOMERS

Contract liabilities primarily relate to (i) fixed and variable fees under cost-of-service contracts that are received from customers for which revenue recognition is deferred, (ii) aid-in-construction payments received from customers that must be recognized over the expected period of customer benefit, and (iii) fees that are charged to customers for only a portion of the contract term and must be recognized as revenues over the expected period of customer benefit. The following table summarizes activity related to contract liabilities from contracts with customers:




thousands
Contract liabilities balance at December 31, 2023	$	445,499
Cash received or receivable, excluding revenues recognized during the period	36,960

Revenues recognized that were included in the contract liability balance at the beginning of the period	(11,715)


Contract liabilities balance at March 31, 2024	$	470,744



Contract liabilities at March 31, 2024
Accrued liabilities	$	11,875
Other liabilities	458,869
Total contract liabilities from contracts with customers	$	470,744

Transaction price allocated to remaining performance obligations. Revenues expected to be recognized from certain performance obligations that are unsatisfied (or partially unsatisfied) as of March 31, 2024, are presented in the table below. The Partnership applies the optional exemptions in Revenue from Contracts with Customers (Topic 606) and does not disclose consideration for remaining performance obligations with an original expected duration of one year or less or for variable consideration related to unsatisfied (or partially unsatisfied) performance obligations. Therefore, the following table represents only a portion of expected future revenues from existing contracts as most future revenues from customers are dependent on future variable customer volumes and, in some cases, variable commodity prices for those volumes.


thousands
Remainder of 2024	$	881,845
2025	1,113,716
2026	1,029,954
2027	919,010
2028	712,825
Thereafter	2,001,043
Total	$	6,658,393

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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

3. ACQUISITIONS AND DIVESTITURES

Mont Belvieu JV, Whitethorn LLC, Panola, and Saddlehorn. During the first quarter of 2024, the Partnership closed on the sale of the following equity investments to third parties: (i) the 25.00% interest in Enterprise EF78 LLC (the “Mont Belvieu JV”), (ii) the 20.00% interest in Whitethorn Pipeline Company LLC (“Whitethorn LLC”), (iii) the 15.00% interest in Panola Pipeline Company, LLC (“Panola”), and (iv) the 20.00% interest in Saddlehorn Pipeline Company, LLC (“Saddlehorn”). The combined proceeds received in the first quarter of 2024 of $588.6 million includes $5.9 million in pro-rata distributions through closing, resulting in a net gain on sale of $239.7 million that was recorded as Gain (loss) on divestiture and other, net in the consolidated statement of operations. The sale of the interests in the Mont Belvieu JV and Whitethorn LLC also resolved outstanding legal proceedings associated with those assets.

Marcellus Interest systems. In April 2024, the Partnership closed on the sale of its 33.75% interest in the Marcellus Interest systems for proceeds of $206.2 million, resulting in an estimated net gain on sale of approximately $65.0 million that will be recorded as Gain (loss) on divestiture and other, net in the consolidated statement of operations during the second quarter of 2024. As of March 31, 2024, the Marcellus Interest systems satisfied criteria to be considered held for sale. At March 31, 2024, the consolidated balance sheet included current assets of $6.6 million, long-term assets of $142.7 million, current liabilities of $5.9 million, and long-term liabilities of $2.1 million associated with assets held for sale.

Meritage. On October 13, 2023, the Partnership closed on the acquisition of Meritage Midstream Services II, LLC (“Meritage”) for $885.0 million (subject to certain customary post-closing adjustments) funded with cash, including proceeds from the Partnership’s $600.0 million senior note issuance in September 2023 (see Note 10) and borrowings on the senior unsecured revolving credit facility (“RCF”). The cash purchase price, adjusted for working capital and certain customary post-closing adjustments and reduced by the $38.4 million of cash acquired (as presented in the table below), was $878.2 million.

The assets acquired, located in Converse, Campbell, and Johnson counties, Wyoming, include approximately 1,500 miles of high- and low-pressure natural-gas gathering pipelines, approximately 380 MMcf/d of natural-gas processing capacity, and the Thunder Creek NGL pipeline, which is a 120 mile, 38 MBbls/d FERC-regulated NGL pipeline that connects to the processing facility. The acquisition expands the Partnership’s existing Powder River Basin asset base, increasing total natural-gas processing capacity in that region to 440 MMcf/d.

The Meritage acquisition has been accounted for under the acquisition method of accounting. The assets acquired and liabilities assumed in the Meritage acquisition were recorded in the consolidated balance sheet at their estimated fair values as of the acquisition date. Results of operations attributable to the Meritage acquisition were included in the Partnership’s consolidated statements of operations beginning on the acquisition date in the fourth quarter of 2023.

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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

3. ACQUISITIONS AND DIVESTITURES

The following is the final acquisition-date fair value for the assets acquired and liabilities assumed in the Meritage acquisition on October 13, 2023.


thousands
Assets acquired:
Cash and cash equivalents	$	38,412
Accounts receivable, net	34,060
Other current assets	1,980
Property, plant, and equipment	926,347
Other assets	6,498
Total assets acquired	1,007,297
Liabilities assumed:
Accounts payable and accrued liabilities	34,733
Other current liabilities	5,451
Asset retirement obligation	22,156
Other liabilities	28,356
Total liabilities assumed	90,696
Net assets acquired	$	916,601

The acquisition-date fair values are based on an assessment of the fair value of the assets acquired and liabilities assumed in the Meritage acquisition using inputs that are not observable in the market and thus represent Level 3 inputs. The fair values of the processing plants, gathering system, and related facilities and equipment are based on market and cost approaches.

4. PARTNERSHIP DISTRIBUTIONS

Partnership distributions. Under its partnership agreement, the Partnership distributes all of its available cash to unitholders of record on the applicable record date within 55 days following each quarter’s end. The amount of available cash (beyond proper reserves as defined in the partnership agreement) generally is all cash on hand at the end of the quarter, plus, at the discretion of the general partner, working capital borrowings made subsequent to the end of such quarter, less the amount of cash reserves established by the general partner to provide for the proper conduct of the Partnership’s business, including (i) to fund future capital expenditures; (ii) to comply with applicable laws, debt instruments, or other agreements; or (iii) to provide funds for unitholder distributions for any one or more of the next four quarters. Working capital borrowings generally include borrowings made under a credit facility or similar financing arrangement and are intended to be repaid or refinanced within 12 months. In all cases, working capital borrowings are used solely for working capital purposes or to fund unitholder distributions.

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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

4. PARTNERSHIP DISTRIBUTIONS

The Board of Directors of the general partner (the “Board”) declared the following cash distributions to the Partnership’s unitholders for the periods presented:


thousands except per-unit amounts Quarters Ended	Total Quarterly Per-unit Distribution		Total Quarterly Cash Distribution		Distribution Date	Record Date





2023
March 31 (1)	$	0.856	$	336,987	May 15, 2023	May 1, 2023
June 30	0.5625		221,442		August 14, 2023	July 31, 2023
September 30	0.575		223,432		November 13, 2023	November 1, 2023
December 31	0.575		223,438		February 13, 2024	February 1, 2024
2024
March 31	$	0.875	$	340,858	May 15, 2024	May 1, 2024

_________________________________________________________________________________________

(1)Includes the regular quarterly distribution of $0.500 per unit, or $196.8 million, as well as the Enhanced Distribution of $0.356 per unit discussed below.

To facilitate the distribution of available cash, during 2022 the Partnership adopted a financial policy that provided for an additional distribution (“Enhanced Distribution”) to be paid in conjunction with the regular first-quarter distribution of the following year (beginning in 2023), in a target amount equal to Free cash flow generated in the prior year after subtracting Free cash flow used for the prior year’s debt repayments, regular-quarter distributions, and unit repurchases. In April 2023, the Board approved an Enhanced Distribution of $0.356 per unit, or $140.1 million, related to the Partnership’s 2022 performance, which was paid in conjunction with the regular first-quarter 2023 distribution on May 15, 2023.

WES Operating partnership distributions. WES Operating makes quarterly cash distributions to the Partnership and WGR Asset Holding Company LLC (“WGRAH”), a subsidiary of Occidental, in proportion to their share of limited partner interests in WES Operating. See Note 5. WES Operating made and/or declared the following cash distributions to its limited partners for the periods presented:


thousands Quarters Ended	Total Quarterly Cash Distribution		Distribution Date





2023
March 31 (1)	$	342,895	May 2023
June 30	226,260		August 2023
September 30	229,446		November 2023
December 31	229,446		February 2024
2024
March 31	$	347,675	May 2024

_________________________________________________________________________________________

(1)Includes amounts related to the Enhanced Distribution discussed above.

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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

5. EQUITY AND PARTNERS’ CAPITAL

Holdings of Partnership equity. The Partnership’s common units are listed on the New York Stock Exchange under the ticker symbol “WES.” As of March 31, 2024, Occidental held 185,181,578 common units, representing a 47.6% limited partner interest in the Partnership, and through its ownership of the general partner, Occidental indirectly held 9,060,641 general partner units, representing a 2.3% general partner interest in the Partnership. The public held 195,308,560 common units, representing a 50.1% limited partner interest in the Partnership.

Partnership equity repurchases. In 2022, the Board authorized the Partnership to buy back up to $1.25 billion of the Partnership’s common units through December 31, 2024 (the “$1.25 billion Purchase Program”). The common units may be purchased from time to time in the open market at prevailing market prices or in privately negotiated transactions. During the three months ended March 31, 2024, there were no common units repurchased. During the three months ended March 31, 2023, the Partnership repurchased 285,688 common units for an aggregate purchase price of $7.1 million. The units were canceled immediately upon receipt. As of March 31, 2024, the Partnership had an authorized amount of $627.8 million remaining under the program.

Holdings of WES Operating equity. As of March 31, 2024, (i) the Partnership, directly and indirectly through its ownership of WES Operating GP, owned a 98.0% limited partner interest and the entire non-economic general partner interest in WES Operating and (ii) Occidental, through its ownership of WGRAH, owned a 2.0% limited partner interest in WES Operating, which is reflected as a noncontrolling interest within the consolidated financial statements of the Partnership (see Note 1).

Partnership’s net income (loss) per common unit. The common and general partner unitholders’ allocation of net income (loss) attributable to the Partnership was equal to their cash distributions plus their respective allocations of undistributed earnings or losses in accordance with their weighted-average ownership percentage during each period using the two-class method.

The Partnership’s basic net income (loss) per common unit is calculated by dividing the limited partners’ interest in net income (loss) by the weighted-average number of common units outstanding during the period. Diluted net income (loss) per common unit includes the effect of outstanding units issued under the Partnership’s long-term incentive plans.

The following table provides a reconciliation between basic and diluted net income (loss) per common unit:



	Three Months Ended March 31,
thousands except per-unit amounts	2024		2023
Net income (loss)
Limited partners’ interest in net income (loss)	$	559,500	$	198,959
Weighted-average common units outstanding
Basic	380,024		384,468
Dilutive effect of non-vested phantom units	1,604		1,282
Diluted	381,628		385,750
Excluded due to anti-dilutive effect	279		663
Net income (loss) per common unit
Basic	$	1.47	$	0.52
Diluted	$	1.47	$	0.52

WES Operating’s net income (loss) per common unit. Net income (loss) per common unit for WES Operating is not calculated because it has no publicly traded units.

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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

6. RELATED-PARTY TRANSACTIONS

Summary of related-party transactions. The following tables summarize material related-party transactions included in the Partnership’s consolidated financial statements:


Consolidated statements of operations

	Three Months Ended March 31,
thousands		2024		2023
Revenues and other
Service revenues – fee based		$	489,729	$	423,501
Service revenues – product based		14,057		8,116
Product sales		(3,977)		17,168
Total revenues and other		499,809		448,785
Equity income, net – related parties (1)		32,819		39,021
Operating expenses
Cost of product (2)		(27,412)		(3,947)
Operation and maintenance		1,439		747
General and administrative		—		67
Total operating expenses		(25,973)		(3,133)

_________________________________________________________________________________________

(1)See Note 7.

(2)Includes related-party natural-gas and NGLs imbalances.





Consolidated balance sheets
thousands	March 31, 2024		December 31, 2023
Assets
Accounts receivable, net	$	389,721	$	358,141
Other current assets	3,277		1,260
Equity investments (1)	546,078		904,535
Other assets	43,534		43,216
Total assets	982,610		1,307,152
Liabilities
Accounts and imbalance payables	38,739		38,541
Accrued liabilities	5,009		4,979
Other liabilities (2)	362,604		335,320
Total liabilities	406,352		378,840

_________________________________________________________________________________________

(1)See Note 7.

(2)Includes contract liabilities from contracts with customers. See Note 2.

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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

6. RELATED-PARTY TRANSACTIONS


Consolidated statements of cash flows

	Three Months Ended March 31,
thousands	2024		2023
Distributions from equity-investment earnings – related parties	$	29,304	$	39,609



Contributions to equity investments – related parties	—		(110)
Distributions from equity investments in excess of cumulative earnings – related parties	19,033		12,366
Distributions to Partnership unitholders (1)	(111,689)		(99,671)
Distributions to WES Operating unitholders (2)	(4,591)		(4,271)

_________________________________________________________________________________________

(1)Represents common and general partner unit distributions paid to Occidental pursuant to the partnership agreement of the Partnership (see Note 4 and Note 5).

(2)Represents distributions paid to Occidental, through its ownership of WGRAH, pursuant to WES Operating’s partnership agreement (see Note 4 and Note 5).

The following tables summarize material related-party transactions for WES Operating (which are included in the Partnership’s consolidated financial statements) to the extent the amounts differ materially from the Partnership’s consolidated financial statements:


Consolidated statements of operations

	Three Months Ended March 31,
thousands		2024		2023
General and administrative (1)		$	1,306	$	1,281

_________________________________________________________________________________________

(1)Includes an intercompany service fee between the Partnership and WES Operating.





Consolidated balance sheets
thousands	March 31, 2024		December 31, 2023
Accounts receivable, net (1)	$	407,881	$	358,141
Other current assets	3,218		1,235
Other assets	40,108		41,405
Accounts and imbalance payables	38,739		69,472
Accrued liabilities	4,692		4,662

_________________________________________________________________________________________

(1)Includes balances related to transactions between the Partnership and WES Operating.


Consolidated statements of cash flows

	Three Months Ended March 31,
thousands		2024		2023
Distributions to WES Operating unitholders (1)		$	(229,446)	$	(213,513)

_________________________________________________________________________________________

(1)Represents distributions paid to the Partnership and Occidental, through its ownership of WGRAH, pursuant to WES Operating’s partnership agreement. See Note 4 and Note 5.

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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

6. RELATED-PARTY TRANSACTIONS

Related-party revenues. Related-party revenues include amounts earned by the Partnership from services provided to Occidental and from the sale of natural gas, condensate, and NGLs to Occidental.

Gathering and processing agreements. The Partnership has significant gathering, processing, and produced-water disposal arrangements with affiliates of Occidental on most of its systems. While Occidental is the contracting counterparty of the Partnership, these arrangements with Occidental include not just Occidental-produced volumes, but also, in some instances, the volumes of other working-interest owners of Occidental who rely on the Partnership’s facilities and infrastructure to bring their volumes to market. Natural-gas throughput (excluding equity-investment throughput) attributable to production owned or controlled by Occidental was 31% and 35% for the three months ended March 31, 2024 and 2023, respectively. Crude-oil and NGLs throughput (excluding equity-investment throughput) attributable to production owned or controlled by Occidental was 89% and 88% for the three months ended March 31, 2024 and 2023, respectively. Produced-water throughput attributable to production owned or controlled by Occidental was 77% and 80% for the three months ended March 31, 2024 and 2023, respectively.

The Partnership is currently discussing varying interpretations of certain contractual provisions with Occidental regarding the calculation of the cost-of-service rates under an oil-gathering contract related to the Partnership’s DJ Basin oil-gathering system. If such discussions are resolved in a manner adverse to the Partnership, such resolution could have a negative impact on the Partnership’s financial condition and results of operations, including a reduction in rates and a non-cash charge to earnings.

In connection with the sale of its Eagle Ford assets in 2017, Anadarko remained the primary counterparty to the Partnership’s Brasada gas processing agreement and entered into an agency relationship with Sanchez Energy Corporation (“Sanchez”), subsequently Mesquite Energy, Inc. (“Mesquite”), that allowed Mesquite to process gas under such agreement. In December 2021, the Brasada gas processing agreement was assigned from Anadarko to Mesquite effective July 1, 2023. For this reason, Anadarko is not liable for any obligations under the Brasada gas processing agreement after June 30, 2023. For all periods presented, either Mesquite or its successor, a subsidiary of Javelin Energy Partners, performed Anadarko’s obligations under the Brasada gas processing agreement pursuant to its agency arrangement with Anadarko.

Marketing Transition Services Agreement. During the year ended December 31, 2020, Occidental provided marketing-related services to certain of the Partnership’s subsidiaries (the “Marketing Transition Services Agreement”). While the Partnership still has some marketing agreements with affiliates of Occidental, on January 1, 2021, the Partnership began marketing and selling substantially all of its crude oil, residue gas, and NGLs directly to third parties.

Related-party expenses. Operation and maintenance expense includes amounts accrued for or paid to related parties for field-related costs, shared field offices, and easements (see Related-party commercial agreement below) supporting the Partnership’s operations at certain assets. A portion of general and administrative expense is paid by Occidental, which results in related-party transactions pursuant to the reimbursement provisions of the Partnership’s and WES Operating’s agreements with Occidental. Cost of product expense includes amounts related to certain continuing marketing arrangements with affiliates of Occidental, related-party imbalances, and transactions with affiliates accounted for under the equity method of accounting. See Marketing Transition Services Agreement in the section above. Related-party expenses bear no direct relationship to related-party revenues, and third-party expenses bear no direct relationship to third-party revenues.

Services Agreement. Occidental performed certain centralized corporate functions for the Partnership and WES Operating pursuant to the agreement dated as of December 31, 2019, by and among Occidental, Anadarko, and WES Operating GP (“Services Agreement”). Most of the administrative and operational services previously provided by Occidental fully transitioned to the Partnership by December 31, 2021, with certain limited transition services remaining in place pursuant to the terms of the Services Agreement.

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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

6. RELATED-PARTY TRANSACTIONS

Construction reimbursement agreements and purchases and sales with related parties. From time to time, the Partnership enters into construction reimbursement agreements with Occidental providing that the Partnership will manage the construction of certain midstream infrastructure for Occidental in the Partnership’s areas of operation. Such arrangements generally provide for a reimbursement of costs incurred by the Partnership on a cost or cost-plus basis.

Additionally, from time to time, in support of the Partnership’s business, the Partnership purchases and sells equipment, inventory, and other miscellaneous assets from or to Occidental or its affiliates.

Related-party commercial agreement. During the first quarter of 2021, an affiliate of Occidental and certain wholly owned subsidiaries of the Partnership entered into a Commercial Understanding Agreement (“CUA”). Under the CUA, certain West Texas surface-use and salt-water disposal agreements were amended to reduce usage fees owed by the Partnership in exchange for the forgiveness of certain deficiency fees owed by Occidental and other unrelated contractual amendments. The present value of the reduced usage fees under the CUA was $30.0 million at the time the agreement was executed. Also, as a result of the amendments under the CUA, these agreements are classified as operating leases and a $30.0 million right-of-use (“ROU”) asset, included in Other assets on the consolidated balance sheets, was recognized during the first quarter of 2021. The ROU asset is being amortized to Operation and maintenance expense through 2038, the remaining term of the agreements.

Customer concentration. Occidental was the only customer from which revenues exceeded 10% of consolidated revenues for all periods presented in the consolidated statements of operations.

7. EQUITY INVESTMENTS

The following tables present the financial statement impact of the Partnership’s equity investments for the three months ended March 31, 2024:


thousands	Balance at December 31, 2023		Equity income, net		Distributions		Distributions in excess of cumulative earnings (1)		Acquisitions and Divestitures (2)		Balance at March 31, 2024
White Cliffs	$	13,248	$	1,285	$	(1,285)	$	(843)	$	—	$	12,405
Rendezvous	10,815		(578)		(237)		(464)		—		9,536
Mont Belvieu JV	88,556		51		(442)		(6,047)		(82,118)		—
TEG	15,185		169		(175)		(200)		—		14,979
TEP	172,559		7,218		(7,281)		(635)		—		171,861
FRP	186,551		11,727		(11,770)		(1,803)		—		184,705
Whitethorn LLC	144,799		1,185		3,326		(4,924)		(144,386)		—
Saddlehorn	101,760		4,200		(4,124)		(3,096)		(98,740)		—
Panola	18,716		74		(74)		(1,021)		(17,695)		—
Mi Vida	45,424		2,068		(2,050)		—		—		45,442
Red Bluff Express	106,922		5,420		(5,192)		—		—		107,150
Total	$	904,535	$	32,819	$	(29,304)	$	(19,033)	$	(342,939)	$	546,078

_________________________________________________________________________________________

(1)Distributions in excess of cumulative earnings, classified as investing cash flows in the consolidated statements of cash flows, are calculated on an individual-investment basis.

(2)See Note 3.

During the first quarter of 2024, the Partnership closed on the sale of the following equity investments to third parties: (i) the 25.00% interest in Mont Belvieu JV, (ii) the 20.00% interest in Whitethorn LLC, (iii) the 15.00% interest in Panola, and (iv) the 20.00% interest in Saddlehorn. See Note 3.

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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

8. PROPERTY, PLANT, AND EQUIPMENT

A summary of the historical cost of property, plant, and equipment is as follows:




thousands	Estimated Useful Life	March 31, 2024		December 31, 2023
Land	N/A	$	12,442	$	12,504
Gathering systems – pipelines	30 years	5,935,848		5,890,607
Gathering systems – compressors	15 years	2,602,110		2,553,602
Processing complexes and treating facilities	25 years	3,775,379		3,745,332
Transportation pipeline and equipment	3 to 48 years	259,227		259,314
Produced-water disposal systems	20 years	1,103,001		1,098,616
Assets under construction	N/A	560,417		479,368
Other	3 to 40 years	909,211		906,088
Total property, plant, and equipment		15,157,635		14,945,431
Less accumulated depreciation		5,432,343		5,290,415
Net property, plant, and equipment		$	9,725,292	$	9,655,016

“Assets under construction” represents property that is not yet placed into productive service as of the respective balance sheet date and is excluded from capitalized costs being depreciated.

Long-lived asset impairments. During the three months ended March 31, 2023, the Partnership recognized a long-lived asset impairment of $52.1 million for assets located in the Rockies due to a reduction in estimated future cash flows resulting from a contract termination notice received in the first quarter of 2023. This asset was impaired to its estimated fair value of $22.8 million. The fair value was measured using the income approach and Level-3 fair value inputs. The income approach was based on the Partnership’s projected future EBITDA and free cash flows, which requires significant assumptions including, among others, future throughput volumes based on current expectations of producer activity and operating costs.

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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

9. SELECTED COMPONENTS OF WORKING CAPITAL

A summary of accounts receivable, net is as follows:


	The Partnership				WES Operating


thousands	March 31, 2024		December 31, 2023		March 31, 2024		December 31, 2023
Trade receivables, net	$	720,169	$	665,892	$	738,328	$	665,892
Other receivables, net	182		745		159		723
Total accounts receivable, net	$	720,351	$	666,637	$	738,487	$	666,615

A summary of other current assets is as follows:


	The Partnership				WES Operating


thousands	March 31, 2024		December 31, 2023		March 31, 2024		December 31, 2023
NGLs inventory	$	2,650	$	2,557	$	2,650	$	2,557
Imbalance receivables	8,125		5,056		8,125		5,056
Prepaid insurance	15,707		21,065		13,904		18,571
Contract assets	8,708		9,595		8,708		9,595
Other	15,560		14,713		15,501		14,689
Total other current assets	$	50,750	$	52,986	$	48,888	$	50,468

A summary of accrued liabilities is as follows:


	The Partnership				WES Operating


thousands	March 31, 2024		December 31, 2023		March 31, 2024		December 31, 2023
Accrued interest expense	$	86,369	$	124,937	$	86,369	$	124,937
Short-term asset retirement obligations	3,790		7,606		3,790		7,606
Short-term remediation and reclamation obligations	1,790		5,490		1,790		5,490
Income taxes payable	4,201		2,908		4,201		2,908
Contract liabilities	11,875		16,866		11,875		16,866
Accrued payroll and benefits	30,598		55,237		—		2,243
Other	35,098		49,528		35,001		43,411
Total accrued liabilities	$	173,721	$	262,572	$	143,026	$	203,461

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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

10. DEBT AND INTEREST EXPENSE

WES Operating is the borrower for all outstanding debt and is expected to be the borrower for all future debt issuances. The following table presents the outstanding debt:


	March 31, 2024						December 31, 2023
thousands	Principal		Carrying Value		Fair Value (1)		Principal		Carrying Value		Fair Value (1)
Short-term debt

Commercial paper	$	100,000	$	99,933	$	99,933	$	613,885	$	610,312	$	610,312
Finance lease liabilities	8,461		8,461		8,461		7,436		7,436		7,436
Total short-term debt	$	108,461	$	108,394	$	108,394	$	621,321	$	617,748	$	617,748

Long-term debt
3.100% Senior Notes due 2025	$	663,831	$	662,804	$	649,658	$	666,481	$	665,145	$	650,765
3.950% Senior Notes due 2025	348,645		347,631		341,763		349,163		347,938		341,415
4.650% Senior Notes due 2026	467,204		465,848		458,425		467,204		465,705		459,617
4.500% Senior Notes due 2028	350,175		347,923		338,199		357,094		354,665		346,121
4.750% Senior Notes due 2028	381,848		379,816		370,935		382,888		380,747		374,767
6.350% Senior Notes due 2029	600,000		593,364		622,248		600,000		593,069		626,994
4.050% Senior Notes due 2030	1,100,612		1,093,906		1,025,726		1,104,593		1,097,609		1,036,097
6.150% Senior Notes due 2033	750,000		741,302		769,373		750,000		741,125		780,203
5.450% Senior Notes due 2044	600,000		594,070		551,802		600,000		594,031		545,154
5.300% Senior Notes due 2048	700,000		687,798		611,492		700,000		687,735		614,082
5.500% Senior Notes due 2048	350,000		342,947		310,674		350,000		342,913		312,365
5.250% Senior Notes due 2050	1,000,000		984,276		895,150		1,000,000		984,206		895,440

Finance lease liabilities	30,394		30,394		30,394		28,668		28,668		28,668
Total long-term debt	$	7,342,709	$	7,272,079	$	6,975,839	$	7,356,091	$	7,283,556	$	7,011,688

_________________________________________________________________________________________

(1)Fair value is measured using the market approach and Level-2 fair value inputs.

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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

10. DEBT AND INTEREST EXPENSE

Debt activity. The following table presents the debt activity for the three months ended March 31, 2024:


thousands	Carrying Value















Balance at December 31, 2023	$	7,901,304

Commercial paper borrowings (repayments), net (1)	(510,379)




Repayment of 3.100% Senior Notes due 2025	(2,650)
Repayment of 3.950% Senior Notes due 2025	(518)

Repayment of 4.500% Senior Notes due 2028	(6,919)
Repayment of 4.750% Senior Notes due 2028	(1,040)
Repayment of 4.050% Senior Notes due 2030	(3,981)
Finance lease liabilities	2,751
Other	1,905
Balance at March 31, 2024	$	7,380,473

________________________________________________________________________________________

(1)Net of borrowings and repayments related to commercial paper notes with original maturities of 90 days or less.

WES Operating Senior Notes. WES Operating issued the Fixed-Rate 3.100% Senior Notes due 2025, 4.050% Senior Notes due 2030, 5.250% Senior Notes due 2050, and the Floating-Rate Senior Notes due 2023 in January 2020. Including the effects of the issuance prices, underwriting discounts, and interest-rate adjustments, the effective interest rates of the Senior Notes due 2025, 2030, and 2050, were 3.290%, 4.169%, and 5.363%, respectively, at March 31, 2024, and were 3.790%, 4.671%, and 5.869%, respectively, at March 31, 2023. The effective interest rate of these notes is subject to adjustment from time to time due to a change in credit rating.

During the three months ended March 31, 2024, WES Operating purchased and retired $15.1 million of certain of its senior notes via open-market repurchases with cash from operations (see Debt activity above) and a gain of $0.5 million was recognized for the early retirement of portions of these notes. As of March 31, 2024, the 3.100% Senior Notes due 2025 were classified as long-term debt on the consolidated balance sheet as WES Operating has the ability and intent to refinance these obligations using long-term debt. Subsequent to March 31, 2024, WES Operating purchased and retired $134.9 million of certain of its senior notes via open-market repurchases.

During the third quarter of 2023, WES Operating completed the public offering of $600.0 million in aggregate principal amount of 6.350% Senior Notes due 2029. Net proceeds from the offering were used to fund a portion of the aggregate purchase price for the Meritage acquisition (see Note 3), to pay related costs and expenses, and for general partnership purposes. During the second quarter of 2023, WES Operating completed the public offering of $750.0 million in aggregate principal amount of 6.150% Senior Notes due 2033. Net proceeds from the offering were used to repay borrowings under the RCF and for general partnership purposes. In addition, during 2023, WES Operating purchased and retired $276.7 million of certain of its senior notes via open-market repurchases and redeemed the total principal amount outstanding on the Floating-Rate Senior Notes due 2023 at par value with cash on hand.

As of March 31, 2024, WES Operating was in compliance with all covenants under the relevant governing indentures.

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WESTERN MIDSTREAM PARTNERS, LP AND WESTERN MIDSTREAM OPERATING, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

10. DEBT AND INTEREST EXPENSE

Revolving credit facility. In April 2023, WES Operating (i) repaid all then-outstanding borrowings under its RCF with proceeds from the 6.150% Senior Notes due 2033 offering, and (ii) entered into an amendment to its RCF to, among other things, extend the maturity date to April 2028 and provide for a maximum borrowing capacity up to $2.0 billion, expandable to a maximum of $2.5 billion, through the maturity date.

As of March 31, 2024, there were no outstanding borrowings and $0.5 million of outstanding letters of credit, resulting in $1.9 billion in effective borrowing capacity under the RCF, after taking into account the $100.0 million of outstanding commercial paper borrowings (see below), for which we maintain availability under the RCF as support for WES Operating’s commercial paper program. As of March 31, 2024 and 2023, the interest rate on any outstanding RCF borrowings was 6.63% and 6.21%, respectively. The facility-fee rate was 0.20% at March 31, 2024 and 2023. As of March 31, 2024, WES Operating was in compliance with all covenants under the RCF.

Commercial paper program. In November 2023, WES operating entered into an unsecured commercial paper program under which it may issue (and have outstanding at any one time) an aggregate principal amount up to $2.0 billion. WES Operating intends to maintain a minimum aggregate available borrowing capacity under the RCF equal to the aggregate amount of outstanding commercial paper borrowings. The maturities of the notes may vary, but may not exceed 397 days. As of March 31, 2024, there were $100.0 million aggregate principal amount of short-term notes outstanding under the commercial paper program at a weighted-average interest rate of 6.00% and weighted-average maturity of four days.

Interest expense. The following table summarizes the amounts included in interest expense:



	Three Months Ended March 31,
thousands		2024		2023

Long-term and short-term debt		$	(95,956)	$	(81,151)
Finance lease liabilities		(677)		(163)
Commitment fees and amortization of debt-related costs		(3,200)		(2,881)
Capitalized interest		5,327		2,525

Interest expense		$	(94,506)	$	(81,670)

11. COMMITMENTS AND CONTINGENCIES

Environmental obligations. The Partnership is subject to various environmental-remediation obligations arising from federal, state, and local regulations regarding air and water quality, hazardous and solid waste disposal, and other environmental matters. As of March 31, 2024 and December 31, 2023, the consolidated balance sheets included $3.5 million and $7.3 million, respectively, of liabilities for remediation and reclamation obligations. The current portion of these amounts is included in Accrued liabilities, and the long-term portion of these amounts is included in Other liabilities.

Litigation and legal proceedings. From time to time, the Partnership is involved in legal, tax, regulatory, and other proceedings in various forums regarding performance, contracts, and other matters that arise in the ordinary course of business. Management is not aware of any such proceeding for which the final disposition could have a material adverse effect on the Partnership’s financial condition, results of operations, or cash flows.

Other commitments. The Partnership has payment obligations, or commitments, that include, among other things, a revolving credit facility, other third-party long-term debt, obligations related to the Partnership’s capital spending programs, pipeline and offload commitments, and various operating and finance leases. The payment obligations related to the Partnership’s capital spending programs, the majority of which is expected to be paid in the next 12 months, primarily relate to expansion, construction, and asset-integrity projects at the West Texas complex, DBM water systems, DJ Basin complex, Powder River Basin complex, and DBM oil system.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion analyzes our financial condition and results of operations and should be read in conjunction with the Consolidated Financial Statements and Notes to Consolidated Financial Statements, wherein WES Operating is fully consolidated, and which are included under Part I, Item 1 of this quarterly report, and the historical consolidated financial statements, and the notes thereto, which are included under Part II, Item 8 of the 2023 Form 10-K as filed with the SEC on February 21, 2024.

The Partnership’s assets include assets owned and ownership interests accounted for by us under the equity method of accounting, through our 98.0% partnership interest in WES Operating, as of March 31, 2024 (see Note 7—Equity Investments in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q). We also own and control the entire non-economic general partner interest in WES Operating GP, and our general partner is owned by Occidental.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

We have made in this Form 10-Q, and may make in other public filings, press releases, and statements by management, forward-looking statements concerning our operations, economic performance, and financial condition. These forward-looking statements include statements preceded by, followed by, or that otherwise include the words “believes,” “expects,” “anticipates,” “intends,” “estimates,” “projects,” “target,” “goal,” “plans,” “objective,” “should,” or similar expressions or variations on such expressions. These statements discuss future expectations, contain projections of results of operations or financial condition, or include other “forward-looking” information.

Although we and our general partner believe that the expectations reflected in our forward-looking statements are reasonable, neither we nor our general partner can provide any assurance that such expectations will prove correct. These forward-looking statements involve risks and uncertainties. Important factors that could cause actual results to differ materially from expectations include, but are not limited to, the following:

•our ability to pay distributions to our unitholders and the amount of such distributions;

•our assumptions about the energy market;

•future throughput (including Occidental production) that is gathered or processed by, or transported through, our assets;

•our operating results;

•competitive conditions;

•technology;

•the availability of capital resources to fund acquisitions, capital expenditures, and other contractual obligations, and our ability to access financing through the debt or equity capital markets;

•the supply of, demand for, and price of oil, natural gas, NGLs, and related products or services;

•commodity-price risks inherent in percent-of-proceeds, percent-of-product, keep-whole, and fixed-recovery processing contracts;

•weather and natural disasters;

•inflation;

•the availability of goods and services;

•general economic conditions, internationally, domestically, or in the jurisdictions in which we are doing business;

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•federal, state, and local laws and state-approved voter ballot initiatives, including those laws or ballot initiatives that limit producers’ hydraulic-fracturing activities or other oil and natural-gas development or operations;

•environmental liabilities;

•legislative or regulatory changes, including changes affecting our status as a partnership for federal income tax purposes;

•changes in the financial or operational condition of Occidental;

•the creditworthiness of Occidental or our other counterparties, including financial institutions, operating partners, and other parties;

•changes in Occidental’s capital program, corporate strategy, or other desired areas of focus;

•our commitments to capital projects;

•our ability to access liquidity under the RCF and commercial paper program;

•our ability to repay debt;

•the resolution of litigation or other disputes;

•conflicts of interest among us and our general partner and its related parties, including Occidental, with respect to, among other things, the allocation of capital and operational and administrative costs, and our future business opportunities;

•our ability to maintain and/or obtain rights to operate our assets on land owned by third parties;

•our ability to acquire assets on acceptable terms from third parties;

•non-payment or non-performance of significant customers, including under gathering, processing, transportation, and disposal agreements;

•the timing, amount, and terms of future issuances of equity and debt securities;

•the outcome of pending and future regulatory, legislative, or other proceedings or investigations, and continued or additional disruptions in operations that may occur as we and our customers comply with any regulatory orders or other state or local changes in laws or regulations;

•cyber-attacks or security breaches; and

•other factors discussed below, in “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates” included in the 2023 Form 10-K, in our quarterly reports on Form 10-Q, and in our other public filings and press releases.

Risk factors and other factors noted throughout or incorporated by reference in this Form 10-Q could cause actual results to differ materially from those contained in any forward-looking statement. Except as required by law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

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EXECUTIVE SUMMARY

We are a midstream energy company organized as a publicly traded partnership, engaged in the business of gathering, compressing, treating, processing, and transporting natural gas; gathering, stabilizing, and transporting condensate, NGLs, and crude oil; and gathering and disposing of produced water. In our capacity as a natural-gas processor, we also buy and sell natural gas, NGLs, and condensate on behalf of ourselves and our customers under certain contracts. To provide superior midstream service, we focus on ensuring the reliability and performance of our systems, creating sustainable cost efficiencies, enhancing our safety culture, and protecting the environment. We own or have investments in assets located in Texas, New Mexico, the Rocky Mountains (Colorado, Utah, and Wyoming), and North-central Pennsylvania. As of March 31, 2024, our assets and investments consisted of the following:


	Wholly Owned and Operated	Operated Interests	Non-Operated Interests	Equity Interests
Gathering systems (1)	18	2	3	1
Treating facilities	38	3	—	—
Natural-gas processing plants/trains	24	3	—	1
NGLs pipelines	3	—	—	4
Natural-gas pipelines	6	—	—	1
Crude-oil pipelines	3	1	—	1

_________________________________________________________________________________________

(1)Includes the DBM water systems.

Significant financial and operational events during the three months ended March 31, 2024, included the following:

•During the first quarter of 2024, we (i) closed on the sale of several equity investments to third parties for combined proceeds of $588.6 million, which included $5.9 million in pro-rata distributions through closing, and (ii) entered into a definitive agreement for the divestment of our 33.75% interest in the Marcellus Interest systems, which closed in April 2024. See Acquisitions and Divestitures within this Item 2 for additional information.

•WES Operating purchased and retired $15.1 million of certain of its senior notes via open-market repurchases.

•Our first-quarter 2024 per-unit distribution of $0.875 increased $0.300 from the fourth-quarter 2023 per-unit distribution of $0.575.

•Natural-gas throughput attributable to WES totaled 4,990 MMcf/d for the three months ended March 31, 2024, representing a 2% increase and a 21% increase compared to the three months ended December 31, 2023, and March 31, 2023, respectively.

•Crude-oil and NGLs throughput attributable to WES totaled 565 MBbls/d for the three months ended March 31, 2024, representing a 20% decrease and an 8% decrease compared to the three months ended December 31, 2023, and March 31, 2023, respectively.

•Produced-water throughput attributable to WES totaled 1,126 MBbls/d for the three months ended March 31, 2024, representing a 7% increase and an 18% increase compared to the three months ended December 31, 2023, and March 31, 2023, respectively.

•Gross margin was $683.7 million for the three months ended March 31, 2024, representing a 5% increase and a 27% increase compared to the three months ended December 31, 2023, and March 31, 2023, respectively. See Reconciliation of Non-GAAP Financial Measures within this Item 2.

•Adjusted gross margin for natural-gas assets (as defined under the caption Reconciliation of Non-GAAP Financial Measures within this Item 2) averaged $1.32 per Mcf for the three months ended March 31, 2024, representing a 2% increase compared to the three months ended December 31, 2023, and March 31, 2023.

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•Adjusted gross margin for crude-oil and NGLs assets (as defined under the caption Reconciliation of Non-GAAP Financial Measures within this Item 2) averaged $2.92 per Bbl for the three months ended March 31, 2024, representing a 20% increase and a 10% increase compared to the three months ended December 31, 2023, and March 31, 2023, respectively.

•Adjusted gross margin for produced-water assets (as defined under the caption Reconciliation of Non-GAAP Financial Measures within this Item 2) averaged $0.95 per Bbl for the three months ended March 31, 2024, representing a 10% increase and a 17% increase compared to the three months ended December 31, 2023, and March 31, 2023, respectively.

The following table provides additional information on throughput for the periods presented below:


	Three Months Ended


	March 31, 2024	December 31, 2023	Inc/ (Dec)		March 31, 2023	Inc/ (Dec)
Throughput for natural-gas assets (MMcf/d)
Delaware Basin	1,761	1,704	3	%	1,569	12	%
DJ Basin	1,372	1,341	2	%	1,306	5	%
Powder River Basin	406	369	10	%	33	NM
Equity investments	508	489	4	%	423	20	%
Other	1,117	1,145	(2)	%	915	22	%
Total throughput for natural-gas assets	5,164	5,048	2	%	4,246	22	%
Throughput for crude-oil and NGLs assets (MBbls/d)
Delaware Basin	225	225	—	%	205	10	%
DJ Basin	87	81	7	%	69	26	%
Powder River Basin	23	20	15	%	—	NM
Equity investments	202	347	(42)	%	314	(36)	%
Other	39	42	(7)	%	35	11	%
Total throughput for crude-oil and NGLs assets	576	715	(19)	%	623	(8)	%
Throughput for produced-water assets (MBbls/d)
Delaware Basin	1,149	1,076	7	%	977	18	%



Total throughput for produced-water assets	1,149	1,076	7	%	977	18	%

_________________________________________________________________________________________

NM—Not meaningful

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OUTLOOK

We expect our business to be affected by the below-described key trends and uncertainties. Our expectations are based on assumptions made by us and information currently available to us. To the extent our underlying assumptions about, or interpretations of, available information prove incorrect, our actual results may vary materially from expected results.

Impact of producer activity. Our business is primarily driven by the level of production of crude oil and natural gas by producers in our areas of operation. This activity, however, can be impacted negatively by, among other things, commodity-price fluctuations and operational challenges. Fluctuating crude-oil, natural-gas, and NGLs prices can reduce the level of our customers’ activities and change the allocation of capital within their own asset portfolios. Such fluctuations can also impact us directly to the extent we take ownership of and sell certain volumes at the tailgate of our plants for our own account. During 2020, oil and natural-gas prices were negatively impacted by the worldwide macroeconomic downturn that followed the global outbreak of COVID-19. In 2021, prices began to increase and in the first quarter of 2022, commodity prices increased significantly in connection with the war in Ukraine. For example, the New York Mercantile Exchange (“NYMEX”) West Texas Intermediate crude-oil daily settlement prices during 2023 ranged from a low of $66.74 per barrel in March 2023 to a high of $93.68 per barrel in September 2023, and prices during the three months ended March 31, 2024, ranged from a low of $70.38 per barrel in January 2024 to a high of $83.47 per barrel in March 2024. Similar disruptions could occur as a consequence of the current conflict in the Middle East. The extent and duration of commodity-price volatility, and the associated direct and indirect impact on our business, cannot be predicted. To address the risks posed by fluctuating commodity prices, we intend to continue evaluating the relevant price environments and adjust our capital spending plans to reflect our customers’ anticipated activity levels, while maintaining appropriate liquidity and financial flexibility.

Additionally, even when the commodity-price environments are favorable, our customers must manage numerous operational challenges, including severe weather disruptions, downstream and produced-water takeaway constraints, seismicity concerns, new regulatory requirements, and the ability to optimize the efficiency and results of large, complex drilling programs. Our producers’ ability to mitigate or manage such challenges can have a significant impact on the volumes available for us to service in the short term. For this reason, we strive to work proactively with our customers whenever possible to provide high levels of reliability on our systems and help them meet these operational challenges as they arise.

Impact of inflation and supply-chain disruptions. The U.S. economy has recently experienced significant inflation relative to historical precedent, from, among other things, supply-chain disruptions caused by, or governmental stimulus or fiscal policies adopted in response to, the COVID-19 crisis and in connection with the war in Ukraine. More specifically, the continued bottlenecks and disruptions have caused difficulties within the U.S. and global supply chains, creating logistical delays along with labor shortages. Continued inflation has raised our costs for steel products, automation components, power supply, labor, materials, fuel, and services, which has increased our operating costs and capital expenditures. Increases in inflationary pressure could materially and negatively impact our financial results. To the extent permitted by regulations and escalation provisions in certain of our existing agreements, we have the ability to recover a portion of increased costs in the form of higher fees.

Impact of interest rates. Short- and long-term interest rates can be volatile, resulting in immediate changes to interest expense on RCF borrowings and commercial paper borrowings. Any future increases in interest rates likely will result in additional increases in financing costs. As with other yield-oriented securities, our unit price could be impacted by our implied distribution yield relative to market interest rates. Therefore, changes in interest rates, either positive or negative, may affect the yield requirements of investors who invest in our units, and a rising interest-rate environment could have an adverse impact on our unit price and our ability to issue additional equity, or increase the cost of issuing equity, to make acquisitions, to reduce debt, or for other purposes. However, we expect our cost of capital to remain competitive, as our competitors face similar interest-rate dynamics.

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ACQUISITIONS AND DIVESTITURES

Mont Belvieu JV, Whitethorn LLC, Panola, and Saddlehorn. During the first quarter of 2024, we closed on the sale of the following equity investments to third parties: (i) the 25.00% interest in Mont Belvieu JV, (ii) the 20.00% interest in Whitethorn LLC, (iii) the 15.00% interest in Panola, and (iv) the 20.00% interest in Saddlehorn. The combined proceeds received in the first quarter of 2024 of $588.6 million includes $5.9 million in pro-rata distributions through closing, resulting in a net gain on sale of $239.7 million that was recorded as Gain (loss) on divestiture and other, net in the consolidated statement of operations. The sale of the interests in the Mont Belvieu JV and Whitethorn LLC also resolved outstanding legal proceedings associated with those assets.

Marcellus Interest systems. In April 2024, we closed on the sale of our 33.75% interest in the Marcellus Interest systems for proceeds of $206.2 million, resulting in an estimated net gain on sale of approximately $65.0 million that will be recorded as Gain (loss) on divestiture and other, net in the consolidated statement of operations during the second quarter of 2024. As of March 31, 2024, the Marcellus Interest systems satisfied criteria to be considered held for sale. At March 31, 2024, the consolidated balance sheet included current assets of $6.6 million, long-term assets of $142.7 million, current liabilities of $5.9 million, and long-term liabilities of $2.1 million associated with assets held for sale.

Meritage. In October 2023, we closed on the acquisition of Meritage for $885.0 million (subject to certain customary post-closing adjustments) funded with cash, including proceeds from our $600.0 million senior note issuance in September 2023 and borrowings on the RCF.

See Note 3—Acquisitions and Divestitures and Note 10—Debt and Interest Expense under Part I, Item 1 of this Form 10-Q.

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RESULTS OF OPERATIONS

OPERATING RESULTS

The following tables and discussion present a summary of our results of operations:


	Three Months Ended


thousands	March 31, 2024		December 31, 2023		March 31, 2023
Total revenues and other (1)	$	887,729	$	858,208	$	733,982
Equity income, net – related parties	32,819		36,120		39,021
Total operating expenses (1)	480,791		495,977		480,673
Gain (loss) on divestiture and other, net	239,617		(6,434)		(2,118)
Operating income (loss)	679,374		391,917		290,212
Interest expense	(94,506)		(97,622)		(81,670)
Gain (loss) on early extinguishment of debt	524		—		—
Other income (expense), net	2,346		2,862		1,215
Income (loss) before income taxes	587,738		297,157		209,757
Income tax expense (benefit)	1,522		1,405		1,416
Net income (loss)	586,216		295,752		208,341
Net income (loss) attributable to noncontrolling interests	13,386		7,398		4,696
Net income (loss) attributable to Western Midstream Partners, LP (2)	$	572,830	$	288,354	$	203,645

_________________________________________________________________________________________

(1)Total revenues and other includes amounts earned from services provided to related parties and from the sale of natural gas, condensate, and NGLs to related parties. Total operating expenses includes amounts charged by related parties for services received. See Note 6—Related-Party Transactions in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.

(2)For reconciliations to comparable consolidated results of WES Operating, see Items Affecting the Comparability of Financial Results with WES Operating within this Item 2.

For purposes of the following discussion, any increases or decreases refer to the comparison of the three months ended March 31, 2024, to the three months ended December 31, 2023, or to the three months ended March 31, 2023, as applicable.

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Throughput


	Three Months Ended


	March 31, 2024	December 31, 2023	Inc/ (Dec)		March 31, 2023	Inc/ (Dec)
Throughput for natural-gas assets (MMcf/d)
Gathering, treating, and transportation	606	516	17	%	369	64	%
Processing	4,050	4,043	—	%	3,454	17	%
Equity investments (1)	508	489	4	%	423	20	%
Total throughput	5,164	5,048	2	%	4,246	22	%
Throughput attributable to noncontrolling interests (2)	174	172	1	%	139	25	%
Total throughput attributable to WES for natural-gas assets	4,990	4,876	2	%	4,107	21	%
Throughput for crude-oil and NGLs assets (MBbls/d)
Gathering, treating, and transportation	374	368	2	%	309	21	%
Equity investments (1)	202	347	(42)	%	314	(36)	%
Total throughput	576	715	(19)	%	623	(8)	%
Throughput attributable to noncontrolling interests (2)	11	13	(15)	%	12	(8)	%
Total throughput attributable to WES for crude-oil and NGLs assets	565	702	(20)	%	611	(8)	%
Throughput for produced-water assets (MBbls/d)
Gathering and disposal	1,149	1,076	7	%	977	18	%
Throughput attributable to noncontrolling interests (2)	23	22	5	%	20	15	%
Total throughput attributable to WES for produced-water assets	1,126	1,054	7	%	957	18	%

_________________________________________________________________________________________

(1)Represents our share of average throughput for investments accounted for under the equity method of accounting.

(2)Includes (i) the 2.0% limited partner interest in WES Operating owned by an Occidental subsidiary and (ii) for natural-gas assets, the 25% third-party interest in Chipeta, which collectively represent WES’s noncontrolling interests.

Natural-gas assets

Total throughput attributable to WES for natural-gas assets increased by 114 MMcf/d compared to the three months ended December 31, 2023, primarily due to (i) higher volumes at the West Texas and DJ Basin complexes due to increased production in the areas, (ii) higher volumes at the Powder River Basin complex due to the Meritage acquisition, and (iii) higher volumes on the Red Bluff Express pipeline due to the addition of a new receipt point into the pipeline. These increases were offset partially by lower volumes at the Granger complex due to a contract expiration in the fourth quarter of 2023.

Total throughput attributable to WES for natural-gas assets increased by 883 MMcf/d compared to the three months ended March 31, 2023, primarily due to (i) higher volumes at the Powder River Basin complex due to the Meritage acquisition, (ii) higher volumes at the West Texas and DJ Basin complexes due to increased production in the areas, (iii) higher volumes at the MIGC and Marcellus Interest systems and the Chipeta and Brasada complexes, (iv) higher volumes on the Red Bluff Express pipeline due to the addition of a new receipt point into the pipeline, and (v) higher volumes at the Springfield gas-gathering system due to new third-party production. These increases were offset partially by lower volumes at the Granger complex due to a contract expiration in the fourth quarter of 2023.

Crude-oil and NGLs assets

Total throughput attributable to WES for crude-oil and NGLs assets decreased by 137 MBbls/d compared to the three months ended December 31, 2023, primarily due to the divestiture of Whitethorn LLC, Mont Belvieu JV, Saddlehorn, and Panola in the first quarter of 2024.

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Total throughput attributable to WES for crude-oil and NGLs assets decreased by 46 MBbls/d compared to the three months ended March 31, 2023, primarily due to the divestiture of Whitethorn LLC, Mont Belvieu JV, Saddlehorn, and Panola in the first quarter of 2024. These decreases were offset partially by (i) higher volumes on the Thunder Creek NGL pipeline which was acquired as part of the Meritage acquisition and (ii) higher volumes at the DBM and DJ Basin oil systems resulting from increased production in the areas.

Produced-water assets

Total throughput attributable to WES for produced-water assets increased by 72 MBbls/d and 169 MBbls/d compared to the three months ended December 31, 2023, and March 31, 2023, respectively, due to higher production.

Service Revenues


	Three Months Ended


thousands except percentages	March 31, 2024		December 31, 2023		Inc/ (Dec)		March 31, 2023		Inc/ (Dec)
Service revenues – fee based	$	781,262	$	763,837	2	%	$	647,867	21	%
Service revenues – product based	66,740		49,515		35	%	46,810		43	%
Total service revenues	$	848,002	$	813,352	4	%	$	694,677	22	%

Service revenues – fee based

Service revenues – fee based increased by $17.4 million compared to the three months ended December 31, 2023, primarily due to increases of (i) $16.5 million at the West Texas complex as a result of a higher average fee resulting from a cost-of-service rate redetermination effective January 1, 2024, increased throughput, and increased deficiency fees on certain contracts with increasing throughput minimums, (ii) $13.4 million at the DBM water systems due to a higher average fee resulting from a cost-of-service rate redetermination effective January 1, 2024, and increased throughput, (iii) $6.3 million at the Powder River Basin complex as a result of increased throughput attributable to the acquisition of Meritage, and (iv) $5.9 million at the DJ Basin complex due to increased throughput. These increases were offset partially by decreases of (i) $12.6 million at the Springfield system primarily due to an annual cost-of-service rate adjustment that increased revenue during the fourth quarter of 2023, (ii) $7.4 million at the DJ Basin oil system primarily due to an annual cost-of-service rate adjustment that increased revenue during the fourth quarter of 2023, partially offset by increased throughput, and (iii) $2.3 million at the Granger complex primarily due to a contract expiration in the fourth quarter of 2023.

Service revenues – fee based increased by $133.4 million compared to the three months ended March 31, 2023, primarily due to increases of (i) $48.9 million at the Powder River Basin complex attributable to the acquisition of Meritage, (ii) $45.8 million at the West Texas complex as a result of increased throughput, a higher average fee resulting from a cost-of-service rate redetermination effective January 1, 2024, and increased deficiency fees on certain contracts with increasing throughput minimums, (iii) $26.0 million at the DBM water systems as a result of increased throughput and a higher average fee resulting from a cost-of-service rate redetermination effective January 1, 2024, (iv) $20.4 million at the DJ Basin complex due to increased throughput, and (v) $6.7 million at the DBM oil system as a result of increased throughput and a higher average fee resulting from a cost-of-service rate redetermination effective January 1, 2024. These increases were offset partially by decreases of (i) $6.6 million at the Brasada complex due to a change in contract terms effective July 1, 2023, (ii) $2.8 million at the DJ Basin oil system primarily due to decreased deficiency fees on demand volumes, partially offset by increased throughput, and (iii) $2.3 million at the Granger complex primarily due to a contract expiration in the fourth quarter of 2023.

Service revenues – product based

Service revenues – product based increased by $17.2 million compared to the three months ended December 31, 2023, primarily due to increases of $12.4 million at the West Texas complex as a result of increased volumes sold and $2.4 million at the DJ Basin complex due to increased average prices.

Service revenues – product based increased by $19.9 million compared to the three months ended March 31, 2023, primarily due to increases of $14.8 million at the West Texas complex primarily due to increased volumes sold and $2.4 million at the DBM water systems due to increased volumes sold and average prices.

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Product Sales


	Three Months Ended


thousands except percentages and per-unit amounts	March 31, 2024		December 31, 2023		Inc/ (Dec)		March 31, 2023		Inc/ (Dec)
Natural-gas sales	$	3,194	$	14,213	(78)	%	$	2,775	15	%
NGLs sales	36,098		30,475		18	%	36,250		—	%
Total Product sales	$	39,292	$	44,688	(12)	%	$	39,025	1	%
Per-unit gross average sales price:
Natural gas (per Mcf)	$	1.25	$	1.63	(23)	%	$	1.75	(29)	%
NGLs (per Bbl)	30.93		31.62		(2)	%	28.78		7	%

Natural-gas sales

Natural-gas sales decreased by $11.0 million compared to the three months ended December 31, 2023, primarily due to decreases of (i) $8.3 million at the West Texas complex as a result of decreased volumes sold and average prices and (ii) $2.8 million at the DJ Basin complex as a result of decreased volumes sold.

Natural-gas sales increased by $0.4 million compared to the three months ended March 31, 2023, primarily due to an increase of $2.7 million at the DJ Basin complex as a result of increased average prices, partially offset by decreased volumes sold. This increase was offset partially by a decrease of $2.2 million at the West Texas complex due to decreased average prices, partially offset by increased volumes sold.

NGLs sales

NGLs sales increased by $5.6 million compared to the three months ended December 31, 2023, primarily due to increases of (i) $3.7 million and $1.6 million at the DJ Basin and Chipeta complexes, respectively, due to increased average prices and (ii) $2.4 million at the Powder River Basin complex as a result of increased volumes sold attributable to the acquisition of Meritage. These increases were offset partially by a decrease of $8.2 million at the West Texas complex due to a mix in contract structures, partially offset by increased average prices.

NGLs sales decreased by $0.2 million compared to the three months ended March 31, 2023, primarily due to decreases of $7.7 million and $5.8 million at the DJ Basin and West Texas complexes, respectively, due to decreased average prices, partially offset by increased volumes sold. These decreases were offset partially by increases of (i) $6.4 million at the Powder River Basin complex attributable to the acquisition of Meritage, (ii) $2.5 million at the DBM water systems due to increased skim-oil volumes sold and average prices, and (iii) $2.4 million at the Chipeta complex due to increased volumes sold.

Equity Income, Net – Related Parties


	Three Months Ended


thousands except percentages	March 31, 2024		December 31, 2023		Inc/ (Dec)		March 31, 2023		Inc/ (Dec)
Equity income, net – related parties	$	32,819	$	36,120	(9)	%	$	39,021	(16)	%

Equity income, net – related parties decreased by $3.3 million compared to the three months ended December 31, 2023, primarily due to decreases of $6.9 million at Mont Belvieu JV and $2.2 million at Saddlehorn due to the divestment of our interests in the first quarter of 2024. These decreases were partially offset by an increase of $4.8 million at Whitethorn LLC due to commercial activities prior to the divestment of our interest in the first quarter of 2024.

Equity income, net – related parties decreased by $6.2 million compared to the three months ended March 31, 2023, primarily due to decreases of $6.8 million at Mont Belvieu JV due to the divestment of our interest in the first quarter of 2024 and $2.9 million at TEP. These decreases were partially offset by increases of $1.9 million and $1.8 million at Red Bluff Express and FRP, respectively.

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Cost of Product and Operation and Maintenance Expenses


	Three Months Ended


thousands except percentages	March 31, 2024		December 31, 2023		Inc/ (Dec)		March 31, 2023		Inc/ (Dec)
Residue purchases	$	9,228	$	7,931	16	%	$	15,638	(41)	%
NGLs purchases	70,425		60,303		17	%	51,829		36	%
Other	(33,574)		(27,431)		(22)	%	(16,008)		(110)	%
Cost of product	46,079		40,803		13	%	51,459		(10)	%
Operation and maintenance	194,939		200,426		(3)	%	174,239		12	%
Total Cost of product and Operation and maintenance expenses	$	241,018	$	241,229	—	%	$	225,698	7	%

Residue purchases

Residue purchases decreased by $6.4 million compared to the three months ended March 31, 2023, primarily due to decreases of (i) $5.1 million at the Granger complex due to a contract expiration in the fourth quarter of 2023 and (ii) $1.9 million at the West Texas complex due to lower average prices.

NGLs purchases

NGLs purchases increased by $10.1 million compared to the three months ended December 31, 2023, primarily due to increased volumes purchased at the West Texas complex.

NGLs purchases increased by $18.6 million compared to the three months ended March 31, 2023, primarily due to increases of (i) $16.7 million at the West Texas complex attributable to increased volumes purchased, (ii) $2.4 million at the Powder River Basin complex attributable to the acquisition of Meritage, and (iii) $2.3 million at the DBM water systems due to increased skim-oil volumes and average prices. These increases were offset partially by a decrease of $5.2 million at the DJ Basin complex primarily due to a change in contract mix during the first quarter of 2024.

Other items

Other items decreased by $6.1 million compared to the three months ended December 31, 2023, primarily due to a decrease of $10.3 million at the West Texas complex due to changes in imbalance positions, partially offset by an increase of $4.2 million at the Powder River Basin complex due to changes in imbalance positions.

Other items decreased by $17.6 million compared to the three months ended March 31, 2023, primarily due to decreases of (i) $13.7 million at the West Texas complex due to changes in imbalance positions, partially offset by higher offload costs, and (ii) $2.7 million and $2.6 million at the Chipeta and DJ Basin complexes, respectively, attributable to changes in imbalance positions.

Operation and maintenance expense

Operation and maintenance expense decreased by $5.5 million compared to the three months ended December 31, 2023, primarily due to decreases of (i) $2.4 million in equipment rental costs, (ii) $2.0 million in each of utility expense and equipment maintenance and repair expense, (iii) $1.8 million in mechanical-integrity costs, and (iv) $1.7 million in land-related costs. These decreases were offset partially by an increase of $5.9 million in salaries and wages costs.

Operation and maintenance expense increased by $20.7 million compared to the three months ended March 31, 2023, primarily due to increases of (i) $11.4 million in salaries and wages costs, (ii) $4.6 million in utility expense, (iii) $2.9 million in chemical and treating services, and (iv) $2.9 million in land-related costs.

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Other Operating Expenses


	Three Months Ended


thousands except percentages	March 31, 2024		December 31, 2023		Inc/ (Dec)		March 31, 2023		Inc/ (Dec)
General and administrative	$	67,839	$	73,060	(7)	%	$	51,117	33	%
Property and other taxes	13,920		16,497		(16)	%	6,831		104	%
Depreciation and amortization	157,991		165,187		(4)	%	144,626		9	%
Long-lived asset and other impairments	23		4		NM		52,401		(100)	%

Total other operating expenses	$	239,773	$	254,748	(6)	%	$	254,975	(6)	%

General and administrative expenses

General and administrative expenses decreased by $5.2 million compared to the three months ended December 31, 2023, primarily due to a decrease of $6.2 million in contract labor and consulting costs, partially offset by an increase of $1.1 million in personnel costs.

General and administrative expenses increased by $16.7 million compared to the three months ended March 31, 2023, primarily due to increases of (i) $7.1 million in personnel costs, (ii) $5.5 million in information technology costs, and (iii) $1.6 million in contract labor and consulting expense.

Property and other taxes

Property and other taxes decreased by $2.6 million compared to the three months ended December 31, 2023, primarily due to a decrease in the ad valorem property tax accrual related to the finalization of 2023 assessments at the DJ Basin complex.

Property and other taxes increased by $7.1 million compared to the three months ended March 31, 2023, primarily due to a lower ad valorem property tax accrual recorded during the first quarter of 2023 related to the finalization of 2022 assessments at the DJ Basin complex.

Depreciation and amortization expense

Depreciation and amortization expense decreased by $7.2 million compared to the three months ended December 31, 2023, primarily due to decreases of (i) $2.9 million at the DJ Basin complex due to updated salvage values and (ii) $1.7 million and $1.2 million at the Red Desert and Powder River Basin complexes, respectively, due to asset retirement obligation revisions.

Depreciation and amortization expense increased by $13.4 million compared to the three months ended March 31, 2023, primarily due to increases of (i) $15.1 million at the Powder River Basin complex attributable to the acquisition of Meritage and (ii) $4.8 million and $3.1 million at the West Texas complex and DBM water systems, respectively, primarily related to capital projects being placed into service. These increases were offset partially by a decrease of $7.9 million at the DJ Basin complex primarily due to acceleration of depreciation expense during 2023 and updated salvage values.

Long-lived asset and other impairment expense

Long-lived asset and other impairment expense for the three months ended March 31, 2023, was primarily due to a $52.1 million impairment for assets located in the Rockies.

For further information on Long-lived asset and other impairment expense, see Note 8—Property, Plant, and Equipment in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.

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Interest Expense


	Three Months Ended


thousands except percentages	March 31, 2024		December 31, 2023		Inc/ (Dec)		March 31, 2023		Inc/ (Dec)
Long-term and short-term debt	$	(95,956)	$	(98,977)	(3)	%	$	(81,151)	18	%
Finance lease liabilities	(677)		(467)		45	%	(163)		NM
Commitment fees and amortization of debt-related costs	(3,200)		(3,196)		—	%	(2,881)		11	%
Capitalized interest	5,327		5,018		6	%	2,525		111	%

Interest expense	$	(94,506)	$	(97,622)	(3)	%	$	(81,670)	16	%

Interest expense decreased by $3.1 million compared to the three months ended December 31, 2023, primarily due to a decrease of $5.7 million resulting from no outstanding borrowings under the RCF during the first quarter of 2024, partially offset by an increase of $2.7 million due to borrowings on the commercial paper program that was established during the fourth quarter of 2023.

Interest expense increased by $12.8 million compared to the three months ended March 31, 2023, primarily due to increases of (i) $11.7 million of interest incurred on the 6.150% Senior Notes due 2033 that were issued during the second quarter of 2023, (ii) $9.8 million of interest incurred on the 6.350% Senior Notes due 2029 that were issued during the third quarter of 2023, and (iii) $5.7 million due to borrowings on the commercial paper program that was established during the fourth quarter of 2023. These increases were offset partially by decreases of (i) $4.5 million due to credit-rating related interest rate changes and lower outstanding balances on certain senior notes, (ii) $7.0 million due to no outstanding borrowings under the RCF during the first quarter of 2024, and (iii) $2.8 million due to higher capitalized interest. See Liquidity and Capital Resources—Debt and credit facilities within this Item 2.

Income Tax Expense (Benefit)

We are not a taxable entity for U.S. federal income tax purposes; therefore, our federal statutory rate is zero percent. However, income apportionable to Texas is subject to Texas margin tax.

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RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

Adjusted gross margin. We define Adjusted gross margin attributable to Western Midstream Partners, LP (“Adjusted gross margin”) as total revenues and other (less reimbursements for electricity-related expenses recorded as revenue), less cost of product, plus distributions from equity investments, and excluding the noncontrolling interest owners’ proportionate share of revenues and cost of product. We believe Adjusted gross margin is an important performance measure of our operations’ profitability and performance as compared to other companies in the midstream industry. Cost of product expenses include (i) costs associated with the purchase of natural gas and NGLs pursuant to our percent-of-proceeds, percent-of-product, and keep-whole contracts, (ii) costs associated with the valuation of gas and NGLs imbalances, (iii) costs associated with our obligations under certain contracts to redeliver a volume of natural gas to shippers, which is thermally equivalent to condensate retained by us and sold to third parties, and (iv) costs associated with our offload commitments with third parties providing firm-processing capacity. The electricity-related expenses included in our Adjusted gross margin definition relate to pass-through expenses that are recorded as Operation and maintenance expense with an offset recorded as revenue for the reimbursement by certain customers.

Adjusted EBITDA. We define Adjusted EBITDA attributable to Western Midstream Partners, LP (“Adjusted EBITDA”) as net income (loss), plus (i) distributions from equity investments, (ii) non-cash equity-based compensation expense, (iii) interest expense, (iv) income tax expense, (v) depreciation and amortization, (vi) impairments, and (vii) other expense (including lower of cost or market inventory adjustments recorded in cost of product), less (i) gain (loss) on divestiture and other, net, (ii) gain (loss) on early extinguishment of debt, (iii) income from equity investments, (iv) interest income, (v) income tax benefit, (vi) other income, and (vii) the noncontrolling interest owners’ proportionate share of revenues and expenses. We believe the presentation of Adjusted EBITDA provides information useful to investors in assessing our financial condition and results of operations and that Adjusted EBITDA is a widely accepted financial indicator of a company’s ability to incur and service debt, fund capital expenditures, and make distributions. Adjusted EBITDA is a supplemental financial measure that management and external users of our consolidated financial statements, such as industry analysts, investors, commercial banks, and rating agencies, use, among other measures, to assess the following:

•our operating performance as compared to other publicly traded partnerships in the midstream industry, without regard to financing methods, capital structure, or historical cost basis;

•the ability of our assets to generate cash flow to make distributions; and

•the viability of acquisitions and capital expenditures and the returns on investment of various investment opportunities.

Free cash flow. We define “Free cash flow” as net cash provided by operating activities less total capital expenditures and contributions to equity investments, plus distributions from equity investments in excess of cumulative earnings. Management considers Free cash flow an appropriate metric for assessing capital discipline, cost efficiency, and balance-sheet strength. Although Free cash flow is the metric used to assess WES’s ability to make distributions to unitholders, this measure should not be viewed as indicative of the actual amount of cash that is available for distributions or planned for distributions for a given period. Instead, Free cash flow represents the amount of cash that is available in aggregate for distributions, debt repayments, and other general partnership purposes.

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Adjusted gross margin, Adjusted EBITDA, and Free cash flow are not defined in GAAP. The GAAP measure that is most directly comparable to Adjusted gross margin is gross margin. Net income (loss) and net cash provided by operating activities are the GAAP measures that are most directly comparable to Adjusted EBITDA. The GAAP measure that is most directly comparable to Free cash flow is net cash provided by operating activities. Our non-GAAP financial measures of Adjusted gross margin, Adjusted EBITDA, and Free cash flow should not be considered as alternatives to the GAAP measures of gross margin, net income (loss), net cash provided by operating activities, or any other measure of financial performance presented in accordance with GAAP. Adjusted gross margin, Adjusted EBITDA, and Free cash flow have important limitations as analytical tools because they exclude some, but not all, items that affect gross margin, net income (loss), and net cash provided by operating activities. Adjusted gross margin, Adjusted EBITDA, and Free cash flow should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. Our definitions of Adjusted gross margin, Adjusted EBITDA, and Free cash flow may not be comparable to similarly titled measures of other companies in our industry, thereby diminishing their utility as comparative measures.

Management compensates for the limitations of Adjusted gross margin, Adjusted EBITDA, and Free cash flow as analytical tools by reviewing the comparable GAAP measures, understanding the differences between Adjusted gross margin, Adjusted EBITDA, and Free cash flow compared to (as applicable) gross margin, net income (loss), and net cash provided by operating activities, and incorporating this knowledge into its decision-making processes. We believe that investors benefit from having access to the same financial measures that our management considers in evaluating our operating results.

The following tables present (i) a reconciliation of the GAAP financial measure of gross margin to the non-GAAP financial measure of Adjusted gross margin, (ii) a reconciliation of the GAAP financial measures of net income (loss) and net cash provided by operating activities to the non-GAAP financial measure of Adjusted EBITDA, and (iii) a reconciliation of the GAAP financial measure of net cash provided by operating activities to the non-GAAP financial measure of Free cash flow:


	Three Months Ended


thousands	March 31, 2024		December 31, 2023		March 31, 2023
Reconciliation of Gross margin to Adjusted gross margin
Total revenues and other	$	887,729	$	858,208	$	733,982
Less:
Cost of product	46,079		40,803		51,459
Depreciation and amortization	157,991		165,187		144,626
Gross margin	683,659		652,218		537,897
Add:
Distributions from equity investments	48,337		46,661		51,975
Depreciation and amortization	157,991		165,187		144,626
Less:
Reimbursed electricity-related charges recorded as revenues	24,695		25,273		23,569
Adjusted gross margin attributable to noncontrolling interests (1)	20,240		19,412		15,774
Adjusted gross margin	$	845,052	$	819,381	$	695,155

_________________________________________________________________________________________

(1)Includes (i) the 25% third-party interest in Chipeta and (ii) the 2.0% limited partner interest in WES Operating owned by an Occidental subsidiary, which collectively represent WES’s noncontrolling interests.

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To facilitate investor and industry analysis, we also disclose per-Mcf Adjusted gross margin for natural-gas assets, per-Bbl Adjusted gross margin for crude-oil and NGLs assets, and per-Bbl Adjusted gross margin for produced-water assets.


	Three Months Ended


thousands except per-unit amounts	March 31, 2024		December 31, 2023		March 31, 2023
Gross margin
Gross margin for natural-gas assets (1)	$	511,584	$	484,688	$	393,673
Gross margin for crude-oil and NGLs assets (1)	93,578		103,228		89,281
Gross margin for produced-water assets (1)	85,041		70,509		59,549
Per-Mcf Gross margin for natural-gas assets (2)	1.09		1.04		1.03
Per-Bbl Gross margin for crude-oil and NGLs assets (2)	1.78		1.57		1.59
Per-Bbl Gross margin for produced-water assets (2)	0.81		0.71		0.68
Adjusted gross margin
Adjusted gross margin for natural-gas assets	$	597,163	$	579,278	$	480,009
Adjusted gross margin for crude-oil and NGLs assets	150,269		157,048		145,577
Adjusted gross margin for produced-water assets	97,620		83,055		69,569
Per-Mcf Adjusted gross margin for natural-gas assets (3)	1.32		1.29		1.30
Per-Bbl Adjusted gross margin for crude-oil and NGLs assets (3)	2.92		2.43		2.65
Per-Bbl Adjusted gross margin for produced-water assets (3)	0.95		0.86		0.81

_________________________________________________________________________________________

(1)Excludes corporate-level depreciation and amortization.

(2)Average for period. Calculated as Gross margin for natural-gas assets, crude-oil and NGLs assets, or produced-water assets, divided by the respective total throughput (MMcf or MBbls) for natural-gas assets, crude-oil and NGLs assets, or produced-water assets.

(3)Average for period. Calculated as Adjusted gross margin for natural-gas assets, crude-oil and NGLs assets, or produced-water assets, divided by the respective total throughput (MMcf or MBbls) attributable to WES for natural-gas assets, crude-oil and NGLs assets, or produced-water assets.

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	Three Months Ended


thousands	March 31, 2024		December 31, 2023		March 31, 2023
Reconciliation of Net income (loss) to Adjusted EBITDA
Net income (loss)	$	586,216	$	295,752	$	208,341
Add:
Distributions from equity investments	48,337		46,661		51,975
Non-cash equity-based compensation expense	9,423		9,970		7,199
Interest expense	94,506		97,622		81,670
Income tax expense	1,522		1,405		1,416
Depreciation and amortization	157,991		165,187		144,626
Impairments	23		4		52,401
Other expense	112		71		200
Less:
Gain (loss) on divestiture and other, net	239,617		(6,434)		(2,118)
Gain (loss) on early extinguishment of debt	524		—		—
Equity income, net – related parties	32,819		36,120		39,021

Other income	2,346		2,862		1,215

Adjusted EBITDA attributable to noncontrolling interests (1)	14,415		13,459		11,015
Adjusted EBITDA	$	608,409	$	570,665	$	498,695
Reconciliation of Net cash provided by operating activities to Adjusted EBITDA
Net cash provided by operating activities	$	399,708	$	473,300	$	302,424
Interest (income) expense, net	94,506		97,622		81,670
Accretion and amortization of long-term obligations, net	(2,190)		(2,174)		(1,692)
Current income tax expense (benefit)	1,292		1,315		492
Other (income) expense, net	(2,346)		(2,862)		(1,215)

Distributions from equity investments in excess of cumulative earnings – related parties	19,033		7,389		12,366
Changes in assets and liabilities:
Accounts receivable, net	53,714		17,773		4,037
Accounts and imbalance payables and accrued liabilities, net	100,383		(19,021)		136,460
Other items, net	(41,276)		10,782		(24,832)
Adjusted EBITDA attributable to noncontrolling interests (1)	(14,415)		(13,459)		(11,015)
Adjusted EBITDA	$	608,409	$	570,665	$	498,695
Cash flow information
Net cash provided by operating activities	$	399,708	$	473,300	$	302,424
Net cash provided by (used in) investing activities	396,849		(1,068,707)		(179,178)
Net cash provided by (used in) financing activities	(774,098)		378,700		(297,257)

_________________________________________________________________________________________

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	Three Months Ended


thousands	March 31, 2024		December 31, 2023		March 31, 2023
Reconciliation of Net cash provided by operating activities to Free cash flow
Net cash provided by operating activities	$	399,708	$	473,300	$	302,424
Less:
Capital expenditures	193,789		198,653		173,088
Contributions to equity investments – related parties	—		—		110
Add:
Distributions from equity investments in excess of cumulative earnings – related parties	19,033		7,389		12,366
Free cash flow	$	224,952	$	282,036	$	141,592
Cash flow information
Net cash provided by operating activities	$	399,708	$	473,300	$	302,424
Net cash provided by (used in) investing activities	396,849		(1,068,707)		(179,178)
Net cash provided by (used in) financing activities	(774,098)		378,700		(297,257)

Gross margin. Refer to Operating Results within this Item 2 for a discussion of the components of Gross margin as compared to the prior periods, including Service Revenues, Product Sales, Cost of Product (Residue purchases, NGLs purchases, and Other items), and Other Operating Expenses (Depreciation and amortization expense).

Gross margin increased by $31.4 million compared to the three months ended December 31, 2023, due to (i) a $29.5 million increase in total revenues and other and (ii) a $7.2 million decrease in depreciation and amortization. These amounts were offset partially by a $5.3 million increase in cost of product.

Gross margin increased by $145.8 million compared to the three months ended March 31, 2023, due to (i) a $153.7 million increase in total revenues and other and (ii) a $5.4 million decrease in cost of product. These amounts were offset partially by a $13.4 million increase in depreciation and amortization.

Net income (loss). Refer to Operating Results within this Item 2 for a discussion of the primary components of Net income (loss) as compared to the prior periods.

Net income (loss) increased by $290.5 million compared to the three months ended December 31, 2023, primarily due to (i) a $246.1 million increase in gain (loss) on divestiture and other, net, (ii) a $29.5 million increase in total revenues and other, and (iii) a $15.2 million decrease in total operating expenses.

Net income (loss) increased by $377.9 million compared to the three months ended March 31, 2023, primarily due to (i) a $241.7 million increase in gain (loss) on divestiture and other, net and (ii) a $153.7 million increase in total revenues and other. These amounts were offset partially by (i) a $12.8 million increase in interest expense and (ii) a $6.2 million decrease in equity income, net – related parties.

Net cash provided by operating activities. Refer to Historical cash flow within this Item 2 for a discussion of the primary components of Net cash provided by operating activities as compared to the prior periods.

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KEY PERFORMANCE METRICS


	Three Months Ended


thousands except percentages and per-unit amounts	March 31, 2024		December 31, 2023		Inc/ (Dec)		March 31, 2023		Inc/ (Dec)



Adjusted gross margin	$	845,052	$	819,381	3	%	$	695,155	22	%
Per-Mcf Adjusted gross margin for natural-gas assets (1)	1.32		1.29		2	%	1.30		2	%
Per-Bbl Adjusted gross margin for crude-oil and NGLs assets (1)	2.92		2.43		20	%	2.65		10	%
Per-Bbl Adjusted gross margin for produced-water assets (1)	0.95		0.86		10	%	0.81		17	%
Adjusted EBITDA	608,409		570,665		7	%	498,695		22	%
Free cash flow	224,952		282,036		(20)	%	141,592		59	%

_________________________________________________________________________________________

(1)Average for period. Calculated as Adjusted gross margin for natural-gas assets, crude-oil and NGLs assets, or produced-water assets, divided by the respective total throughput (MMcf or MBbls) attributable to WES for natural-gas assets, crude-oil and NGLs assets, or produced-water assets.

Adjusted gross margin. Adjusted gross margin increased by $25.7 million compared to the three months ended December 31, 2023, primarily due to (i) a higher average fee resulting from a cost-of-service rate redetermination effective January 1, 2024, increased throughput, and increased deficiency fees on certain contracts with increasing throughput minimums at the West Texas complex, (ii) a higher average fee resulting from a cost-of-service rate redetermination effective January 1, 2024, and increased throughput at the DBM water systems, (iii) increased throughput at the DJ Basin complex, (iv) commercial activities prior to the divestment of our interest in the first quarter of 2024 at Whitethorn LLC, and (v) increased throughput and a higher average fee resulting from a cost-of-service rate redetermination effective January 1, 2024, at the DBM oil system. These increases were offset partially by decreases due to annual cost-of-service rate adjustments that increased revenue during the fourth quarter of 2023 at the Springfield and DJ Basin oil systems.

Adjusted gross margin increased by $149.9 million compared to the three months ended March 31, 2023, primarily due to (i) increased throughput, a higher average fee resulting from a cost-of-service rate redetermination effective January 1, 2024, and increased deficiency fees on certain contracts with increasing throughput minimums at the West Texas complex, (ii) increased throughput at the Powder River Basin complex attributable to the acquisition of Meritage, (iii) a higher average fee resulting from a cost-of-service rate redetermination effective January 1, 2024, and increased throughput at the DBM water systems, and (iv) increased throughput at the DJ Basin complex. These increases were offset partially by (i) decreased processing fees at the Brasada complex resulting from a change in contract terms effective July 1, 2023, and (ii) a decrease in distributions from TEP.

Per-Mcf Adjusted gross margin for natural-gas assets increased by $0.03 compared to the three months ended December 31, 2023, primarily due to increased throughput at the West Texas complex, which has a higher-than-average per-Mcf margin as compared to our other natural-gas assets, in addition to a higher average fee resulting from a cost-of-service rate redetermination effective January 1, 2024, and increased deficiency fees on certain contracts with increasing throughput minimums. This increase was offset partially by a decrease resulting from an annual cost-of-service rate adjustment that increased revenue during the fourth quarter of 2023 at the Springfield system.

Per-Mcf Adjusted gross margin for natural-gas assets increased by $0.02 compared to the three months ended March 31, 2023, primarily due to (i) increased throughput at the West Texas complex, which has a higher-than-average per-Mcf margin as compared to our other natural-gas assets, in addition to a higher average fee resulting from a cost-of-service rate redetermination effective January 1, 2024, and increased deficiency fees on certain contracts with increasing throughput minimums, and (ii) increased throughput at the DJ Basin complex, which has a higher-than-average per-Mcf margin as compared to our other natural-gas assets. These increases were offset partially by decreased processing fees at the Brasada complex resulting from a change in contract terms effective July 1, 2023.

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Per-Bbl Adjusted gross margin for crude-oil and NGLs assets increased by $0.49 compared to the three months ended December 31, 2023, primarily due to the sale of our interests in Whitethorn LLC, Saddlehorn, Panola, and Mont Belvieu JV in the first quarter of 2024, all of which had lower-than-average per-Bbl margins as compared to our other crude-oil and NGLs assets. These increases were offset partially by decreases related to (i) an annual cost-of-service rate adjustment that increased revenue during the fourth quarter of 2023, partially offset by increased throughput, at the DJ Basin oil system, which has a higher-than-average per-Bbl margin as compared to our other crude-oil and NGLs assets, and (ii) an annual cost-of-service rate adjustment that increased revenue during the fourth quarter of 2023 at the Springfield system.

Per-Bbl Adjusted gross margin for crude-oil and NGLs assets increased by $0.27 compared to the three months ended March 31, 2023, primarily due to (i) the sale of our interests in Whitethorn LLC, Saddlehorn, Panola, and Mont Belvieu JV in the first quarter of 2024, all of which had lower-than-average per-Bbl margins as compared to our other crude-oil and NGLs assets, and (ii) increased throughput and a higher average fee resulting from a cost-of-service rate redetermination effective January 1, 2024, at the DBM oil system, which has a higher-than-average per-Bbl margin as compared to our other crude-oil and NGLs assets. These increases were offset partially by (i) decreased deficiency fees on demand volumes at the DJ Basin oil system and (ii) a decrease in distributions from TEP.

Per-Bbl Adjusted gross margin for produced-water assets increased by $0.09 and $0.14 compared to the three months ended December 31, 2023, and March 31, 2023, respectively, primarily due to increased throughput and a higher average fee resulting from a cost-of-service rate redetermination effective January 1, 2024.

Adjusted EBITDA. Adjusted EBITDA increased by $37.7 million compared to the three months ended December 31, 2023, primarily due to (i) a $29.5 million increase in total revenues and other, (ii) a $5.5 million decrease in operation and maintenance expenses, (iii) a $4.7 million decrease in general and administrative expenses excluding non-cash equity-based compensation expense, and (iv) a $2.6 million decrease in property taxes. These amounts were offset partially by a $5.2 million increase in cost of product (net of lower of cost or market inventory adjustments).

Adjusted EBITDA increased by $109.7 million compared to the three months ended March 31, 2023, primarily due to (i) a $153.7 million increase in total revenues and other and (ii) a $5.3 million decrease in cost of product (net of lower of cost or market inventory adjustments). These amounts were offset partially by (i) a $20.7 million increase in operation and maintenance expenses, (ii) a $14.5 million increase in general and administrative expenses excluding non-cash equity-based compensation expense, (iii) a $7.1 million increase in property and other taxes, and (iv) a $3.6 million decrease in distributions from equity investments.

Free cash flow. Free cash flow decreased by $57.1 million compared to the three months ended December 31, 2023, primarily due to a $73.6 million decrease in net cash provided by operating activities, partially offset by (i) an $11.6 million increase in distributions from equity investments in excess of cumulative earnings and (ii) a $4.9 million decrease in capital expenditures.

Free cash flow increased by $83.4 million compared to the three months ended March 31, 2023, primarily due to (i) a $97.3 million increase in net cash provided by operating activities and (ii) a $6.7 million increase in distributions from equity investments in excess of cumulative earnings. These amounts were offset partially by a $20.7 million increase in capital expenditures.

See Capital Expenditures and Historical Cash Flow within this Item 2 for further information.

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LIQUIDITY AND CAPITAL RESOURCES

Our primary cash uses include equity and debt service, operating expenses, and capital expenditures. Our sources of liquidity, as of March 31, 2024, included cash and cash equivalents, cash flows generated from operations, effective borrowing capacity under the RCF, our commercial paper program, and potential issuances of additional equity or debt securities. We believe that cash flows generated from these sources will be sufficient to satisfy our short-term working capital requirements and long-term capital-expenditure and debt-service requirements.

The amount of future distributions to unitholders will be determined by the Board on a quarterly basis. Under our partnership agreement, we distribute all of our available cash (beyond proper reserves as defined in our partnership agreement) within 55 days following each quarter’s end. Our cash flow and resulting ability to make cash distributions are dependent on our ability to generate cash flow from operations. Generally, our available cash is our cash on hand at the end of a quarter after the payment of our expenses and the establishment of cash reserves and cash on hand resulting from working capital borrowings made after the end of the quarter. The general partner establishes cash reserves to provide for the proper conduct of our business, including (i) to fund future capital expenditures, (ii) to comply with applicable laws, debt instruments, or other agreements, or (iii) to provide funds for unitholder distributions for any one or more of the next four quarters. The Board declared a cash distribution to unitholders for the first quarter of 2024 of $0.875 per unit, or $340.9 million in the aggregate. The cash distribution is payable on May 15, 2024, to our unitholders of record at the close of business on May 1, 2024.

To facilitate the distribution of available cash, during 2022 we adopted a financial policy that provided for an additional distribution (“Enhanced Distribution”) to be paid in conjunction with the regular first-quarter distribution of the following year (beginning in 2023), in a target amount equal to Free cash flow generated in the prior year after subtracting Free cash flow used for the prior year’s debt repayments, regular-quarter distributions, and unit repurchases. This Enhanced Distribution is subject to Board discretion, the establishment of cash reserves for the proper conduct of our business, and is also contingent on the attainment of prior year-end net leverage thresholds (the ratio of our total principal debt outstanding less total cash on hand as of the end of such period, as compared to our trailing-twelve-months Adjusted EBITDA) after taking the Enhanced Distribution for such prior year into effect. Free cash flow and Adjusted EBITDA are defined under the caption Reconciliation of Non-GAAP Financial Measures within this Item 2.

In 2022, we announced a common-unit buyback program of up to $1.25 billion through December 31, 2024. The common units may be purchased from time to time in the open market at prevailing market prices or in privately negotiated transactions. The timing and amount of purchases under the program will be determined based on ongoing assessments of capital needs, our financial performance, the market price of our common units, and other factors, including organic growth and acquisition opportunities and general market conditions. The program does not obligate us to purchase any specific dollar amount or number of units and may be suspended or discontinued at any time. During the three months ended March 31, 2024, there were no common units repurchased. During the three months ended March 31, 2023, we repurchased 285,688 common units for an aggregate purchase price of $7.1 million. The units were canceled immediately upon receipt. As of March 31, 2024, we had an authorized amount of $627.8 million remaining under the program.

Management continuously monitors our leverage position and other financial projections to manage the capital structure according to long-term objectives. We may, from time to time, seek to retire, rearrange, or amend some or all of our outstanding debt or financing agreements through cash purchases, exchanges, open-market repurchases, privately negotiated transactions, tender offers, or otherwise. Such transactions, if any, will depend on prevailing market conditions, our liquidity position and requirements, contractual restrictions, and other factors, and the amounts involved may be material. Our ability to generate cash flows is subject to a number of factors, some of which are beyond our control. Read Risk Factors under Part II, Item 1A of this Form 10-Q.

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Working capital. Working capital is an indication of liquidity and potential needs for short-term funding. Working capital requirements are driven by changes in accounts receivable and accounts payable and other factors such as credit extended to, and the timing of collections from, our customers, and the level and timing of our spending for acquisitions, maintenance, and other capital activities. As of March 31, 2024, we had a $358.2 million working capital surplus, which we define as the amount by which current assets exceed current liabilities. As of March 31, 2024, there was $1.9 billion in effective borrowing capacity under the RCF, after taking into account the $100.0 million of outstanding commercial paper borrowings, for which we maintain availability under the RCF as support for our commercial paper program. See Note 9—Selected Components of Working Capital and Note 10—Debt and Interest Expense in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.

Capital expenditures. Our business is capital intensive, requiring significant investment to maintain and improve existing facilities or to develop new midstream infrastructure. Capital expenditures include maintenance capital expenditures, which include those expenditures required to maintain existing operating capacity and service capability of our assets, and expansion capital expenditures, which include expenditures to construct new midstream infrastructure and expenditures incurred to reduce costs, increase revenues, or increase system throughput or capacity from current levels.

Capital expenditures in the consolidated statements of cash flows reflect capital expenditures on a cash basis, when payments are made. Capital incurred is presented on an accrual basis. Acquisitions and capital expenditures as presented in the consolidated statements of cash flows and capital incurred were as follows:


	Three Months Ended March 31,

thousands	2024		2023
Acquisitions	$	443	$	—
Capital expenditures (1)	193,789		173,088
Capital incurred (1)	210,930		181,803

_________________________________________________________________________________________

(1)For the three months ended March 31, 2024 and 2023, included $5.3 million and $2.5 million, respectively, of capitalized interest.

Capital expenditures increased by $20.7 million for the three months ended March 31, 2024, primarily due to increases of (i) $12.4 million at the West Texas complex, primarily attributable to engineering and equipment milestone payments for the North Loving Plant, (ii) $10.9 million related to the acquisition of Meritage, (iii) $6.2 million at the DJ Basin complex due to the purchase of a field office in the first quarter of 2024 and an increase in well connection and pipeline projects, and (iv) $5.4 million in corporate-level capital expenditures. These increases were offset partially by a decrease of $13.3 million at the DBM water systems due to reduced construction of water-disposal wells and facilities and well-connect projects.

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Historical cash flow. The following table and discussion present a summary of our net cash flows provided by (used in) operating, investing, and financing activities:


	Three Months Ended March 31,

thousands	2024		2023
Net cash provided by (used in):
Operating activities	$	399,708	$	302,424
Investing activities	396,849		(179,178)
Financing activities	(774,098)		(297,257)
Net increase (decrease) in cash and cash equivalents	$	22,459	$	(174,011)

Operating activities. Net cash provided by operating activities increased for the three months ended March 31, 2024, primarily due to higher cash operating income, partially offset by lower distributions from equity investments and higher interest expense. Refer to Operating Results within this Item 2 for a discussion of our results of operations as compared to the prior periods.

Investing activities. Net cash provided by investing activities for the three months ended March 31, 2024, primarily included the following:

•$582.7 million of proceeds related to the sale of several equity investments to third parties;

•$19.0 million of distributions received from equity investments in excess of cumulative earnings;

•$193.8 million of capital expenditures, primarily related to expansion, construction, and asset-integrity projects at the West Texas complex, DBM water systems, DJ Basin complex, Powder River Basin complex, and DBM oil system; and

•$10.7 million of increases to materials and supplies inventory.

Net cash used in investing activities for the three months ended March 31, 2023, primarily included the following:

•$173.1 million of capital expenditures, primarily related to construction, expansion, and asset-integrity projects at the West Texas complex, DBM water systems, DBM oil system, and DJ Basin complex;

•$18.3 million of increases to materials and supplies inventory; and

•$12.4 million of distributions received from equity investments in excess of cumulative earnings.

Financing activities. Net cash used in financing activities for the three months ended March 31, 2024, primarily included the following:

•$510.4 million of net repayments under the commercial paper program;

•$229.1 million of distributions paid to WES unitholders and noncontrolling interest owners; and

•$14.5 million to purchase and retire portions of certain of WES Operating’s senior notes via open-market repurchases.

Net cash used in financing activities for the three months ended March 31, 2023, primarily included the following:

•$213.1 million to redeem the total principal amount outstanding on the Floating-Rate Senior Notes due 2023 at par value;

•$203.1 million of distributions paid to WES unitholders and noncontrolling interest owners;

•$100.0 million of repayments of outstanding borrowings under the RCF;

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•$7.1 million of unit repurchases; and

•$220.0 million of borrowings under the RCF, which were used for general partnership purposes.

Debt and credit facilities. As of March 31, 2024, the carrying value of outstanding debt was $7.4 billion and we have $1.9 billion in effective borrowing capacity under WES Operating’s $2.0 billion RCF, after taking into account the $100.0 million of outstanding commercial paper borrowings, for which we maintain availability under the RCF as support for WES Operating’s commercial paper program.

During the three months ended March 31, 2024, WES Operating purchased and retired $15.1 million of certain of its senior notes via open-market repurchases with cash from operations and a gain of $0.5 million was recognized for the early retirement of portions of these notes. As of March 31, 2024, the 3.100% Senior Notes due 2025 were classified as long-term debt on the consolidated balance sheet as WES Operating has ability and intent to refinance these obligations using long-term debt. Subsequent to March 31, 2024, WES Operating purchased and retired $134.9 million of certain of its senior notes via open-market repurchases.

For additional information on our senior notes, RCF, and commercial paper program, see Note 10—Debt and Interest Expense in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.

Credit risk. We bear credit risk through exposure to non-payment or non-performance by our counterparties, including Occidental, financial institutions, customers, and other parties. Generally, non-payment or non-performance results from a customer’s inability to satisfy payables to us for services rendered, minimum-volume-commitment deficiency payments owed, or volumes owed pursuant to gas- or NGLs-imbalance agreements. We examine and monitor the creditworthiness of customers and may establish credit limits for customers. We are subject to the risk of non-payment or late payment by producers for gathering, processing, transportation, and disposal fees. Additionally, we continue to evaluate counterparty credit risk and, in certain circumstances, are exercising our contractual rights to request adequate assurance of performance.

We expect our exposure to the concentrated risk of non-payment or non-performance to continue for as long as our commercial relationships with Occidental generate a significant portion of our revenues. While Occidental is our contracting counterparty, gathering and processing arrangements with affiliates of Occidental on most of our systems include not just Occidental-produced volumes, but also, in some instances, the volumes of other working-interest owners of Occidental who rely on our facilities and infrastructure to bring their volumes to market. See Note 6—Related-Party Transactions in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.

Our ability to make cash distributions to our unitholders may be adversely impacted if Occidental becomes unable to perform under the terms of gathering, processing, transportation, and disposal agreements.

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ITEMS AFFECTING THE COMPARABILITY OF FINANCIAL RESULTS WITH WES OPERATING

Our consolidated financial statements include the consolidated financial results of WES Operating. Our results of operations do not differ materially from the results of operations and cash flows of WES Operating, which are reconciled below.

Reconciliation of net income (loss). The differences between net income (loss) attributable to WES and WES Operating are reconciled as follows:


	Three Months Ended


thousands	March 31, 2024		December 31, 2023		March 31, 2023
Net income (loss) attributable to WES	$	572,830	$	288,354	$	203,645
Limited partner interest in WES Operating not held by WES (1)	11,700		5,906		4,161
General and administrative expenses (2)	360		1,016		232
Other income (expense), net	(59)		(61)		(25)

Income taxes	—		6		—
Net income (loss) attributable to WES Operating	$	584,831	$	295,221	$	208,013

_________________________________________________________________________________________

(1)Represents the portion of net income (loss) allocated to the limited partner interest in WES Operating not held by WES. A subsidiary of Occidental held a 2.0% limited partner interest in WES Operating for all periods presented.

(2)Represents general and administrative expenses incurred by WES separate from, and in addition to, those incurred by WES Operating.

Reconciliation of net cash provided by (used in) operating and financing activities. The differences between net cash provided by (used in) operating and financing activities for WES and WES Operating are reconciled as follows:



	Three Months Ended March 31,
thousands	2024		2023
WES net cash provided by operating activities	$	399,708	$	302,424
General and administrative expenses (1)	360		232
Non-cash equity-based compensation expense	(145)		(141)
Changes in working capital	(19,215)		(11,522)
Other income (expense), net	(59)		(25)


WES Operating net cash provided by operating activities	$	380,649	$	290,968

WES net cash provided by (used in) financing activities	$	(774,098)	$	(297,257)
Distributions to WES unitholders (2)	223,438		196,569
Distributions to WES from WES Operating (3)	(224,855)		(209,242)
Increase (decrease) in outstanding checks	(67)		(42)
Unit repurchases	—		7,061
Other	19,364		11,950
WES Operating net cash provided by (used in) financing activities	$	(756,218)	$	(290,961)

_________________________________________________________________________________________

(1)Represents general and administrative expenses incurred by WES separate from, and in addition to, those incurred by WES Operating.

(2)Represents distributions to WES common unitholders paid under WES’s partnership agreement. See Note 4—Partnership Distributions and Note 5—Equity and Partners’ Capital in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.

(3)Difference attributable to elimination in consolidation of WES Operating’s distributions on partnership interests owned by WES. See Note 4—Partnership Distributions and Note 5—Equity and Partners’ Capital in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.

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Noncontrolling interest. WES Operating’s noncontrolling interest consists of the 25% third-party interest in Chipeta. See Note 1—Description of Business and Basis of Presentation in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.

WES Operating distributions. WES Operating distributes all of its available cash on a quarterly basis to WES Operating unitholders in proportion to their share of limited partner interests in WES Operating. See Note 4—Partnership Distributions in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.

CRITICAL ACCOUNTING ESTIMATES

The preparation of consolidated financial statements in accordance with GAAP requires management to make informed judgments and estimates that affect the amounts of assets and liabilities as of the date of the financial statements and the amounts of revenues and expenses recognized during the periods reported. There have been no significant changes to our critical accounting estimates from those disclosed in our annual report on Form 10-K for the fiscal year ended December 31, 2023.

RECENT ACCOUNTING DEVELOPMENTS

See Note 1—Description of Business and Basis of Presentation in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Commodity-price risk. There have been no significant changes to our commodity-price risk discussion from the disclosure set forth under Part II, Item 7A in our Form 10-K for the year ended December 31, 2023, except as noted below and in Outlook under Part I, Item 2 of this Form 10-Q.

For the three months ended March 31, 2024, 95% of our wellhead natural-gas volume (excluding equity investments) and 100% of our crude-oil and produced-water throughput (excluding equity investments) were serviced under fee-based contracts. A 10% increase or decrease in commodity prices would not have a material impact on our operating income (loss), financial condition, or cash flows for the next 12 months, excluding the effect of imbalances.

Interest-rate risk. The Federal Open Market Committee increased its target range four times for the federal funds rate in 2023 and has made no changes to its target range during the three months ended March 31, 2024. Any future increases in the federal funds rate likely will result in an increase in financing costs. As of March 31, 2024, WES Operating had (i) no outstanding borrowings under the RCF that bear interest at a rate based on the Secured Overnight Financing Rate (“SOFR”) or an alternative base rate at WES Operating’s option and (ii) $100.0 million of outstanding commercial paper borrowings. While a 10% change in the applicable benchmark interest rate would not materially impact interest expense on our outstanding borrowings at March 31, 2024, it would impact the fair value of the senior notes.

Additional short-term or variable-rate debt may be issued in the future, either under the RCF or other financing sources, including commercial paper borrowings or debt issuances.

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Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures. The Chief Executive Officer and Chief Financial Officer of WES’s general partner and WES Operating GP (for purposes of this Item 4, “Management”) performed an evaluation of WES’s and WES Operating’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. WES’s and WES Operating’s disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports that are filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC, and to ensure that the information required to be disclosed in the reports that are filed or submitted under the Exchange Act is accumulated and communicated to management, including the principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, Management concluded that WES’s and WES Operating’s disclosure controls and procedures were effective as of March 31, 2024.

Changes in Internal Control Over Financial Reporting. There were no changes in WES’s or WES Operating’s internal control over financial reporting during the quarter ended March 31, 2024, that have materially affected, or are reasonably likely to materially affect, WES’s or WES Operating’s internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

We are not a party to any legal, regulatory, or administrative proceedings other than proceedings arising in the ordinary course of business. Management believes that there are no such proceedings for which a final disposition could have a material adverse effect on results of operations, cash flows, or financial condition, or for which disclosure is otherwise required by Item 103 of Regulation S-K.

Item 1A. Risk Factors

Security holders and potential investors in our securities should carefully consider the risk factors set forth under Part I, Item 1A in our Form 10-K for the year ended December 31, 2023, together with all of the other information included in this document, and in our other public filings, press releases, and public discussions with management.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table sets forth information with respect to repurchases made by WES of its common units in the open market or in privately negotiated transactions under the $1.25 billion Purchase Program during the first quarter of 2024:


Period	Total number of units purchased	Average price paid per unit		Total number of units purchased as part of publicly announced plans or programs (1)	Approximate dollar value of units that may yet be purchased under the plans or programs (1)
January 1-31, 2024	—	$	—	—	$	627,807,310
February 1-29, 2024	—	—		—	627,807,310
March 1-31, 2024	—	—		—	627,807,310
Total	—	—		—

______________________________________________________________________________________

(1)In 2022, the Board authorized WES to buy back up to $1.25 billion of our common units through December 31, 2024. See Note 5—Equity and Partners’ Capital in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q for additional details.

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Item 5. Other Information

Insider Trading Arrangements

Rule 10b5-1 under the Exchange Act provides an affirmative defense that enables prearranged transactions in securities in a manner that avoids concerns about initiating transactions at a future date while possibly in possession of material nonpublic information. Our Insider Trading Policy permits our directors and executive officers to enter into trading plans designed to comply with Rule 10b5-1. During the three months ended March 31, 2024, none of our executive officers or directors adopted or terminated a Rule 10b5-1 trading arrangement (as defined in Item 408(a)(1)(i) of Regulation S-K) or adopted or terminated a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K).

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Item 6. Exhibits

Exhibits designated by an asterisk (*) are filed herewith and those designated with asterisks (**) are furnished herewith; all exhibits not so designated are incorporated herein by reference to a prior filing as indicated.

Exhibit Index


Exhibit Number			Description
#	2.	1	Contribution Agreement and Agreement and Plan of Merger, dated as of November 7, 2018, by and among Anadarko Petroleum Corporation, Anadarko E&P Onshore LLC, APC Midstream Holdings, LLC, Western Gas Equity Partners, LP, Western Gas Equity Holdings, LLC, Western Gas Partners, LP, Western Gas Holdings, LLC, Clarity Merger Sub, LLC, WGR Asset Holding Company LLC, WGR Operating, LP, Kerr-McGee Gathering LLC, Kerr-McGee Worldwide Corporation and Delaware Basin Midstream, LLC (incorporated by reference to Exhibit 2.1 to Western Gas Equity Partners, LP’s Current Report on Form 8-K filed on November 8, 2018, File No. 001-35753).
	3.	1	Certificate of Limited Partnership of Western Gas Equity Partners, LP (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 of Western Gas Equity Partners, LP filed on November 5, 2012, File No. 333-184763).
	3.	2	Certificate of Amendment to Certificate of Limited Partnership of Western Gas Equity Partners, LP, effective as of February 28, 2019 (incorporated by reference to Exhibit 3.1 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on February 28, 2019, File No. 001-35753).
	3.	3	Second Amended and Restated Agreement of Limited Partnership of Western Midstream Partners, LP, dated as of December 31, 2019 (incorporated by reference to Exhibit 3.1 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on January 6, 2020, File No. 001-35753).
	3.	4	Certificate of Formation of Western Gas Equity Holdings, LLC (incorporated by reference to Exhibit 3.3 to Western Gas Equity Partners, LP’s Registration Statement on Form S-1 filed on November 5, 2012, File No. 333-184763).
	3.	5	Certificate of Amendment to Certificate of Formation of Western Gas Equity Holdings, LLC, effective as of February 28, 2019 (incorporated by reference to Exhibit 3.2 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on February 28, 2019, File No. 001-35753).
	3.	6	Second Amended and Restated Limited Liability Company Agreement of Western Midstream Holdings, LLC, dated as of February 28, 2019 (incorporated by reference to Exhibit 3.7 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on February 28, 2019, File No. 001-35753).
	3.	7	Amendment No. 1 to Second Amended and Restated Limited Liability Company Agreement of Western Midstream Holdings, LLC, dated February 28, 2019 (incorporated by reference to Exhibit 3.1 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on March 26, 2019, File No. 001-35753).
	3.	8	Certificate of Limited Partnership of Western Gas Partners, LP (incorporated by reference to Exhibit 3.1 to Western Gas Partners, LP’s Registration Statement on Form S-1 filed on October 15, 2007, File No. 333-146700).
	3.	9	Third Amended and Restated Agreement of Limited Partnership of Western Midstream Operating, LP, dated as of February 28, 2019 (incorporated by reference to Exhibit 3.5 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on February 28, 2019, File No. 001-35753).
	3.	10	Certificate of Formation of Western Gas Holdings, LLC (incorporated by reference to Exhibit 3.3 to Western Gas Partners, LP’s Registration Statement on Form S-1 filed on October 15, 2007, File No. 333-146700).
	3.	11	Certificate of Amendment to Certificate of Formation of Western Gas Holdings, LLC, effective as of February 28, 2019 (incorporated by reference to Exhibit 3.4 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on February 28, 2019, File No. 001-35753).
	3.	12	Third Amended and Restated Limited Liability Company Agreement of Western Midstream Operating GP, LLC, dated as of February 28, 2019 (incorporated by reference to Exhibit 3.8 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on February 28, 2019, File No. 001-35753).
	3.	13	Certificate of Merger of Clarity Merger Sub, LLC with and into Western Gas Partners, LP, effective as of February 28, 2019 (incorporated by reference to Exhibit 3.3 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on February 28, 2019, File No. 001-35753).

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Exhibit Number			Description
	4.	1	Specimen Unit Certificate for the Common Units (incorporated by reference to Exhibit 4.1 to Western Gas Partners, LP’s Quarterly Report on Form 10-Q filed on June 13, 2008, File No. 001-34046).
	4.	2	Indenture, dated as of May 18, 2011, among Western Gas Partners, LP, as Issuer, the Subsidiary Guarantors named therein, as Guarantors, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Western Gas Partners, LP’s Current Report on Form 8-K filed on May 18, 2011, File No. 001-34046).
	4.	3	First Supplemental Indenture, dated as of May 18, 2011, among Western Gas Partners, LP, as Issuer, the Subsidiary Guarantors named therein, as Guarantors, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.2 to Western Gas Partners, LP’s Current Report on Form 8-K filed on May 18, 2011, File No. 001-34046).
	4.	4	Fourth Supplemental Indenture, dated as of June 28, 2012, among Western Gas Partners, LP, as Issuer, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Western Gas Partners, LP’s Current Report on Form 8-K filed on June 28, 2012, File No. 001-34046).
	4.	5	Form of 4.000% Senior Notes due 2022 (incorporated by reference to Exhibit 4.2, which is included as Exhibit A to Exhibit 4.1, to Western Gas Partners, LP’s Current Report on Form 8-K filed on June 28, 2012, File No. 001-34046).
	4.	6	Sixth Supplemental Indenture, dated as of March 20, 2014, among Western Gas Partners, LP, as Issuer, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.2 to Western Gas Partners, LP’s Current Report on Form 8-K filed on March 20, 2014, File No. 001-34046).
	4.	7	Form of 5.450% Senior Notes due 2044 (incorporated by reference to Exhibit 4.4, which is included as Exhibit A to Exhibit 4.2, to Western Gas Partners, LP’s Current Report on Form 8-K filed on March 20, 2014, File No. 001-34046).
	4.	8	Seventh Supplemental Indenture, dated as of June 4, 2015, among Western Gas Partners, LP, as Issuer, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Western Gas Partners, LP’s Current Report on Form 8-K filed on June 4, 2015, File No. 001-34046).
	4.	9	Form of 3.950% Senior Notes due 2025 (incorporated by reference to Exhibit 4.2, which is included as Exhibit A to Exhibit 4.1, to Western Gas Partners, LP’s Current Report on Form 8-K filed on June 4, 2015, File No. 001-34046).
	4.	10	Eighth Supplemental Indenture, dated as of July 12, 2016, among Western Gas Partners, LP, as Issuer, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Western Gas Partners, LP’s Current Report on Form 8-K filed on July 12, 2016, File No. 001-34046).
	4.	11	Form of 4.650% Senior Notes due 2026 (incorporated by reference to Exhibit 4.2, which is included as Exhibit A to Exhibit 4.1, to Western Gas Partners, LP’s Current Report on Form 8-K filed on July 12, 2016, File No. 001-34046).
	4.	12	Ninth Supplemental Indenture, dated as of March 2, 2018, among Western Gas Partners, LP, as Issuer, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Western Gas Partners, LP’s Current Report on Form 8-K filed on March 2, 2018, File No. 001-34046).
	4.	13	Form of 4.500% Senior Notes due 2028 (incorporated by reference to Exhibit 4.2, which is included as Exhibit A-1 to Exhibit 4.1, to Western Gas Partners, LP’s Current Report on Form 8-K filed on March 2, 2018, File No. 001-34046).
	4.	14	Form of 5.300% Senior Notes due 2048 (incorporated by reference to Exhibit 4.3, which is included as Exhibit A-2 to Exhibit 4.1, to Western Gas Partners, LP’s Current Report on Form 8-K filed on March 2, 2018, File No. 001-34046).
	4.	15	Tenth Supplemental Indenture, dated as of August 9, 2018, by and between Western Gas Partners, LP, as Issuer, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Western Gas Partners, LP’s Current Report on Form 8-K filed on August 9, 2018, File No. 001-34046).
	4.	16	Form of 4.750% Senior Notes due 2028 (incorporated by reference to Exhibit 4.2, which is included as Exhibit A-1 to Exhibit 4.1, to Western Gas Partners, LP’s Current Report on Form 8-K filed on August 9, 2018, File No. 001-34046).

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Exhibit Number			Description
	4.	17	Form of 5.500% Senior Notes due 2048 (incorporated by reference to Exhibit 4.3, which is included as Exhibit A-2 to Exhibit 4.1, to Western Gas Partners, LP’s Current Report on Form 8-K filed on August 9, 2018, File No. 001-34046).
	4.	18	Eleventh Supplemental Indenture, dated as of January 13, 2020, by and between Western Midstream Operating, LP, as Issuer, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Western Midstream Operating, LP’s Current Report on Form 8-K filed on January 13, 2020, File No. 001-34046).
	4.	19	Form of Floating Rate Senior Notes due 2023 (incorporated by reference to Exhibit 4.2, which is included as Exhibit A-1 to Exhibit 4.1 to Western Midstream Operating, LP’s Current Report on Form 8-K filed on January 13, 2020, File No. 001-34046).
	4.	20	Form of 3.100% Senior Notes due 2025 (incorporated by reference to Exhibit 4.3, which is included as Exhibit A-2 to Exhibit 4.1 to Western Midstream Operating, LP’s Current Report on Form 8-K filed on January 13, 2020, File No. 001-34046).
	4.	21	Form of 4.050% Senior Notes due 2030 (incorporated by reference to Exhibit 4.4, which is included as Exhibit A-3 to Exhibit 4.1 to Western Midstream Operating, LP’s Current Report on Form 8-K filed on January 13, 2020, File No. 001-34046).
	4.	22	Form of 5.250% Senior Notes due 2050 (incorporated by reference to Exhibit 4.5, which is included as Exhibit A-4 to Exhibit 4.1 to Western Midstream Operating, LP’s Current Report on Form 8-K filed on January 13, 2020, File No. 001-34046).
	4.	23	Twelfth Supplemental Indenture, dated as of April 4, 2023, by and between Western Midstream Operating, LP, as Issuer, and Computershare Trust Company, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Western Midstream Operating, LP’s Current Report on Form 8-K filed on April 5, 2023, File No. 001-34046).
	4.	24	Form of 6.150% Senior Notes due 2033 (incorporated by reference to Exhibit 4.2, which is included as Exhibit A to Exhibit 4.1 to Western Midstream Operating, LP’s Current Report on Form 8-K filed on April 5, 2023, File No. 001-34046).
	4.	25	Thirteenth Supplemental Indenture, dated as of September 29, 2023, by and between Western Midstream Operating, LP, as Issuer, and Computershare Trust Company, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Western Midstream Operating, LP’s Current Report on Form 8-K filed on September 29, 2023, File No. 001-34046).
	4.	26	Form of 6.350% Senior Notes due 2029 (incorporated by reference to Exhibit 4.2, which is included as Exhibit A to Exhibit 4.1 to Western Midstream Operating, LP’s Current Report on Form 8-K filed on September 29, 2023, File No. 001-34046).
*	10.	1	Form of 2024 Phantom Unit Award Agreement (Time-Based Awards).
*	10.	2	Form of 2024 Phantom Unit Award Agreement (TUR Awards).
*	10.	3	Form of 2024 Phantom Unit Award Agreement (ROA Awards).


































*	31.	1	Certification of Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Western Midstream Partners, LP.
*	31.	2	Certification of Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Western Midstream Partners, LP.
*	31.	3	Certification of Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Western Midstream Operating, LP.
*	31.	4	Certification of Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Western Midstream Operating, LP.
**	32.	1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Western Midstream Partners, LP.
**	32.	2	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Western Midstream Operating, LP.

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Exhibit
Number

Description

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)

101.

SCH

Inline XBRL Schema Document

101.

CAL

Inline XBRL Calculation Linkbase Document

101.

DEF

Inline XBRL Definition Linkbase Document

101.

LAB

Inline XBRL Label Linkbase Document

101.

PRE

Inline XBRL Presentation Linkbase Document

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

______________________________________________________________________________________




#			Pursuant to Item 601(b)(2) of Regulation S-K, the registrant agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.


			WESTERN MIDSTREAM PARTNERS, LP

May 8, 2024
			/s/ Michael P. Ure
			Michael P. Ure President and Chief Executive Officer Western Midstream Holdings, LLC (as general partner of Western Midstream Partners, LP)

May 8, 2024
			/s/ Kristen S. Shults
			Kristen S. Shults Senior Vice President and Chief Financial Officer Western Midstream Holdings, LLC (as general partner of Western Midstream Partners, LP)


			WESTERN MIDSTREAM OPERATING, LP

May 8, 2024
			/s/ Michael P. Ure
			Michael P. Ure President and Chief Executive Officer Western Midstream Operating GP, LLC (as general partner of Western Midstream Operating, LP)

May 8, 2024
			/s/ Kristen S. Shults
			Kristen S. Shults Senior Vice President and Chief Financial Officer Western Midstream Operating GP, LLC (as general partner of Western Midstream Operating, LP)

Document

EXHIBIT 10.1

—————————————————————————————————————————————

[Date]

Dear [___________]:

In recognition of your ongoing contributions, we are pleased to grant you the award of Phantom Units described below (this “Phantom Unit Award” or this “Award”). This Phantom Unit Award is granted under the Western Midstream Partners, LP 2021 Long-Term Incentive Plan (the “Plan”) and is subject to all terms and conditions of the Plan and the provisions of this agreement (this “Award Agreement”). Unless defined herein, capitalized terms shall have the meaning assigned to them under the Plan. For the avoidance of doubt, references in the Plan to (i) the “Company” mean Western Midstream Holdings, LLC, and (ii) the “Partnership” mean Western Midstream Partners, LP.

Effective [Grant Date] (the “Grant Date”) you have been granted [XXX,XXX] Phantom Units. Provided you remain continuously employed with the Partnership or any of its subsidiaries that employs you (each, at the relevant time, the “Employer” and, collectively, the “Employer Group”) until such dates, one-third (1/3rd) of the Phantom Units granted to you will vest on each of the dates set forth in the below vesting schedule (each date marking the end of a “Vesting Period” and the first date of the first Vesting Period being, the “Vesting Start Date”):


Vesting Date			# Units Vesting

At the end of each Vesting Period, the number of Phantom Units that vest shall be paid in the form of common units in the Partnership (“Common Units”) and such Common Units shall be delivered to you within sixty (60) days of the last day of the Vesting Period into a Fidelity brokerage account, provided, however, that the number of Common Units delivered to you will be reduced by applicable payroll and other tax withholdings unless you have elected to make a cash payment to the Company or the Employer to satisfy such withholdings or have made other arrangements acceptable to the Company and the Employer in accordance with Section 8(b) of the Plan; provided, further, however, if you are subject to Section 16 of the Exchange Act, such other arrangements must be approved by the Committee.

The Phantom Units have tandem distribution equivalent rights (“DERs”) in respect of any distribution paid to holders of Common Units during the period beginning on the Grant Date and ending on the earlier of (i) the date Common Units are issued to you in settlement of this Phantom Unit Award and (ii) the forfeiture of this Award described below. With respect to any such distribution paid to holders of Common Units, you will receive a cash payment on each Phantom Unit equal to the distribution paid to holders of Common Units, less applicable withholdings, and with such DERs paid within sixty (60) days following the record date for the related distribution to holders of Common Units, subject in all instances to your continued employment through such record date.

4857-1533-1227v.6

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The grant of this Phantom Unit Award requires your acceptance of its terms and conditions. By acknowledging receipt of this Award Agreement and signifying acceptance online through your Fidelity account, you accept and agree to abide by the terms and conditions under the Plan and the provisions of this Award Agreement. If you fail to accept this Award on or before the sixtieth (60th) day following the Grant Date, then, notwithstanding any other provision of this Award Agreement, you shall forfeit all rights under this Award (including all Phantom Units and any DERs with respect thereto) and this Award will become null and void.

All of your unvested Phantom Units (and any DERs relating to your unvested Phantom Units) will be immediately forfeited if your employment with the Employer Group terminates for any reason, except as provided in the paragraph below.

Notwithstanding the foregoing, and subject to any Supplemental Arrangement (defined below), all of your unvested Phantom Units will immediately vest (and be paid in Common Units) if any of the following occur: (i) your death, (ii) your employment with the Employer Group is terminated by the Employer due to your disability (as determined by the applicable long-term disability program in which you participate or were eligible to participate), or (iii) your employment with the Employer Group is terminated by the Employer without Cause (defined below) or you voluntarily resign from employment with the Employer Group for Good Reason (defined below), in each case, within two (2) years following a Change of Control. If (A) your employment with the Employer Group is terminated by the Employer without Cause at a time that is not within two (2) years following a Change of Control or (B) you voluntarily resign from employment with the Employer Group with the consent of the Company under circumstances the Company, in its sole discretion, determines at the time of such resignation to constitute “Retirement” for purposes of this Phantom Unit Award (“Retirement”) (each of the foregoing, a “Pro-Rata Vesting Event”), then a pro-rata portion of the Phantom Units equal to the number obtained by (x) multiplying the total number of Phantom Units granted by a fraction, the numerator of which is the number of days between the Vesting Start Date and the Pro-Rata Vesting Event and the denominator of which is the total number of days between such Vesting Start Date and the final Vesting Date, and (y) subtracting from the product the number of Phantom Units that previously vested, if any, shall immediately vest and be paid in Common Units on the date of the Pro-Rata Vesting Event, and all other Phantom Units that have not previously vested shall be immediately forfeited.

For purposes of this Award Agreement, “Good Reason” means (i) your duties and responsibilities as an employee are materially and adversely diminished in comparison to the duties and responsibilities enjoyed immediately prior to the Change of Control, (ii) your base salary is materially reduced in comparison to the base salary enjoyed immediately prior to the Change of Control, (iii) the aggregate value of your base salary plus target incentive compensation (target annual bonus plus target annual long-term incentive award opportunity) is materially reduced in comparison to the aggregate value of your base salary plus target incentive compensation immediately prior to the Change of Control, (iv) you are required to be based at a location more than twenty-five (25) miles from the primary location where you were based and performed services immediately prior to the Change of Control, (v) you are required by the Employer to take an assignment or position that requires you to travel on frequent overnight trips resulting in extended stays away from home on a consistent basis and to a substantially greater extent than was required immediately prior to the Change of Control (this provision excludes assignments or positions that might require temporary travel for a specified, short duration of time,

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regardless of whether such assignment or position is the result of circumstances related to the Change of Control) or (vi) you are required, without your consent, to perform in a job position, or substantial job assignment, for which you are not skilled or trained.

For purposes of this Award Agreement, “Cause” means (i) your conviction of any felony or of a misdemeanor involving moral turpitude, (ii) your failure to satisfactorily perform your duties or responsibilities, (iii) your engaging in conduct which is injurious (monetarily or otherwise) to the Employer, the Company, the Partnership or any of their Affiliates (including, without limitation, misuse of funds or other property), (iv) your engaging in business activities which are in conflict with the business interests of the Partnership and its Affiliates, (v) your insubordination, (vi) your engaging in conduct which is in violation of any applicable policy or work rule of the Employer or its Affiliates, (vii) your engaging in conduct which is in violation of the Employer’s (or its Affiliates’) applicable safety rules or standards or which otherwise causes or may cause injury to another employee or any other person or (viii) your engaging in conduct which is in violation of any applicable Code of Business Conduct and Ethics or which is otherwise inappropriate in the office or work environment. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of legal counsel for the Company or its Affiliates shall be conclusively presumed to be done, or omitted to be done, by you in good faith and in the best interests of the Partnership and its Affiliates.

For purposes of this Award Agreement, “Change of Control” does not have the meaning set forth in the Plan and instead means, and shall be deemed to have occurred upon, any of the following events: (i) any “person” or “group” within the meaning of those terms as used in Sections 13(d) and 14(d)(2) of the Exchange Act, other than an Excluded Person (defined below), shall become the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act), by way of merger, consolidation, recapitalization, reorganization or otherwise, of more than fifty percent (50%) of the combined voting power of the equity interests in the Company, unless as a result of such transaction, more than fifty percent (50%) of the outstanding voting power or the outstanding voting securities of the ultimate parent (the “Ultimate Parent”) of the surviving or resulting entity of the Company immediately after such transaction (the “Surviving Entity”) (or, if no Ultimate Parent exists, then the Surviving Entity) is, or will be, owned, directly or indirectly, by the Persons who were holders of the Company’s voting securities immediately before such transaction (such transaction, an “Excluded Business Combination”), (ii) the equityholders of the Partnership approve, in one or a series of transactions, a plan of complete liquidation of the Partnership, (iii) the sale, transfer or other disposition by the Partnership of all or substantially all of its assets in one or more transactions to any Person other than an Affiliate of the Company or the Partnership, unless such sale, transfer or disposition is an Excluded Business Combination, or (iv) the Company or an Affiliate of the Company ceases to be the general partner of the Partnership and a single “person” or “group” within the meaning of those terms as used in Sections 13(d) and 14(d)(2) of the Exchange Act, other than an Excluded Person, beneficially owns more than fifty percent (50%) of the combined voting power of the equity interests in the entity that is or becomes the general partner of the Partnership. Notwithstanding the foregoing, (A) with respect to a 409A Award where a Change of Control would accelerate the timing of payment thereunder, the term “Change of Control” shall mean a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company as defined in Section 409A of the Code and the 409A Regulations, but only to the extent inconsistent with the above definition, and only to the minimum extent necessary to comply with Section 409A of the Code and the 409A Regulations as determined by the Committee and (B) in no event will any sale, transfer or other disposition by

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Occidental Petroleum Corporation (“Oxy”) or its Affiliates of Common Units (or other limited partner interests in the Partnership), regardless of amount, constitute a Change of Control hereunder (whether or not such sale, transfer or disposition would otherwise constitute a Change of Control). “Excluded Person” means the Partnership, the Company, Oxy or any respective Affiliate of the Company, the Partnership or Oxy.

Notwithstanding the foregoing, if at any particular time you are subject to an effective employment agreement or change in control agreement with the Company, the Employer or any of their Affiliates, or are subject to an executive severance or change-in-control severance plan maintained by one of the foregoing entities (collectively, a “Supplemental Arrangement”), then, in lieu of the foregoing definitions, “Good Reason” and “Cause” shall at that time have such meaning as may be specified in the analogous definitions set forth in such Supplemental Arrangement, as applicable.

In addition to any similar obligations that may be applicable to you pursuant to a Supplemental Arrangement, you agree that during your employment with the Employer Group and for a period of twenty four (24) months thereafter (the “Restricted Period”), you shall not, either on your account or for any person, firm, partnership, corporation or other entity (each, a “Person”) solicit, interfere with, or endeavor to cause any employee of the Employer Group who worked in the same business unit or work location as you or with whom you otherwise worked on more than a de minimis basis on business-related matters to leave employment with the Employer Group or accept employment with another Person. In the event the Committee determines, in its discretion, that you are in breach of: (i) the obligations set forth in this paragraph or any similar obligations applicable to you under a Supplemental Arrangement or (ii) any confidentiality, non-disclosure, or non-use obligations that you owe any member of the Employer Group under any other agreements, arrangements, or understandings between you and any member of the Employer Group (collectively, the “Partnership Covenants”) you shall promptly remit to the Partnership, upon the Committee’s written request, (A) the Common Units you earned as a result of the vesting of any Phantom Units pursuant to this Phantom Unit Award (or to the extent you have ceased to hold such Common Units or you received a cash payment hereunder in lieu of delivery of such Common Units, a cash amount equal to the sum, as applicable, of (x) the Fair Market Value of the Common Units that you have ceased to hold (based on their Fair Market Value as of the applicable Vesting Date or other vesting event described above), and (y) the cash payment you received hereunder in lieu of delivery of any such Common Units), plus (B) the amount of any DERs that have been paid to you pursuant to this Award (collectively, the “Remittance Remedy”). The foregoing sentence shall not be construed to limit your obligations, and the Employer Group’s rights and remedies, (1) under any Supplemental Arrangement or other agreement between you and any member of the Employer Group executed in connection with the termination of your employment therewith, or (2) otherwise. You hereby acknowledge and agree that you have read and understand the terms of the Partnership Covenants and Remittance Remedy, each is reasonable and necessary to protect the Employer Group’s legitimate business interests, and you knowingly and voluntarily agree to these terms. If any provision of this paragraph is found by a court to be unenforceable, such provision shall be deemed modified and so enforced to the fullest extent possible.

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misconduct (whether or not you are one of the individuals subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002, Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law or regulation), the Committee may determine that you shall reimburse the Partnership the amount of any payment in settlement of an award earned or accrued under the Plan during the twelve (12)-month period following the first public issuance or filing with the United States Securities and Exchange Commission (whichever first occurred) of the financial document embodying such financial reporting requirement.

Common Units issued upon payment of this Phantom Unit Award shall be subject to the terms of the Plan and the Second Amended and Restated Agreement of Limited Partnership of Western Midstream Partners, LP, dated as of December 31, 2019, (the “Partnership Agreement”). Upon the issuance of Common Units, you shall, automatically and without further action, (i) be admitted to the Partnership as a Limited Partner (as defined in the Partnership Agreement) with respect to the Common Units, and (ii) become bound, and be deemed to have agreed to be bound, by the terms of the Partnership Agreement. Until Common Units are issued to you upon payment of this Award, you shall have any of the rights or privileges of a holder of Common Units in respect of any Common Units that may become deliverable hereunder.

Notwithstanding anything herein to the contrary, in lieu of delivering Common Units to you upon payment of this Phantom Unit Award, the Company may elect at its discretion to pay or cause to be paid some or all of the Phantom Units in cash equal to the Fair Market Value of the Common Units that would otherwise be distributed as of the date of payment or vesting.

Notwithstanding anything herein to the contrary, no amounts payable under this Award Agreement shall be paid to you prior to the expiration of the six (6)-month period following your “separation from service” (within the meaning of Treasury Regulation Section 1.409A- 1(h)) (a “Separation from Service”) to the extent that the Company determines that paying such amounts prior to the expiration of such six (6)-month period would result in a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first business day following the end of the applicable six (6)-month period (or such earlier date upon which such amounts can be paid under Section 409A of the Code without resulting in a prohibited distribution, including as a result of your death), such amounts shall be paid to you. The intent of the parties is that the payments and benefits under this Award Agreement comply with or be exempt from Section 409A of the Code and, accordingly, to the maximum extent permitted, this Award Agreement shall be interpreted to be in compliance therewith. Nevertheless, to the extent that the Committee determines that the Phantom Units or DERs may not be exempt from (or compliant with) Section 409A of the Code, the Committee may (but shall not be required to) amend this Award Agreement in a manner intended to comply with the requirements of Section 409A of the Code or an exemption therefrom (including amendments with retroactive effect), or take any other actions as it deems necessary or appropriate to attempt to (a) exempt the Phantom Units or DERs from Section 409A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the Phantom Units or DERs, or (b) comply with the requirements of Section 409A of the Code. To the extent applicable, this Award Agreement shall be interpreted in accordance with the provisions of Section 409A of the Code. For purposes of Section 409A, each of the payments that may be made hereunder is designated as a separate payment. Notwithstanding anything in this Award Agreement to the contrary, to the extent that any payment or benefit hereunder constitutes non-exempt “nonqualified deferred compensation” for purposes of Section 409A of the Code, and such payment or benefit would

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otherwise be payable or distributable hereunder by reason of your termination of employment, all references to your termination of employment shall be construed to mean a Separation from Service, and you shall not be considered to have a termination of employment unless such termination constitutes a Separation from Service.

If you have any questions on this grant, please contact your HR representative.

Sincerely,

Michael P. Ure

Document

EXHIBIT 10.2

—————————————————————————————————————————————

[Date]

Dear [__________]:

We value your contributions and are therefore pleased to grant you the award of performance-based Phantom Units described below (this “PA” or this “Award”). This PA is granted under the Western Midstream Partners, LP 2021 Long-Term Incentive Plan (the “Plan”) and is subject to all terms and conditions of the Plan and the provisions of this agreement (this “Award Agreement”). Unless defined herein, capitalized terms shall have the meaning assigned to them under the Plan. For the avoidance of doubt, references in the Plan to (i) the “Company” mean Western Midstream Holdings, LLC, and (ii) the “Partnership” mean Western Midstream Partners, LP.

Effective [Grant Date] (the “Grant Date”), you have been granted an award of Phantom Units or “PA units” in a targeted amount of [XX,XXX] (“Target”). The value of this PA, if any, will be dependent upon the Partnership’s relative total unitholder return (“TUR”) over the specified three (3)-year performance period that begins January 1, 2024 and ends December 31, 2026 (the “Performance Period”). At the end of the Performance Period, the PA will vest based on the performance outcome.

The maximum number of PA units that you can earn with respect to the Performance Period will be calculated as follows: [XX,XXX] × 200%, with actual payout based on the Partnership’s TUR percentile ranking as described below.

Each PA unit represents the value of one common unit in the Partnership (“Common Unit”). The payout of this PA is contingent upon the Company’s TUR relative to a predetermined peer group during the Performance Period. The TUR measure provides an external comparison of the Partnership’s performance in generating value for its equity holders and will be calculated as follows:

Average closing Common Unit Price for the last thirty (30) trading days

of the Performance Period

Minus

Average closing Common Unit Price for the thirty (30) trading days

preceding the beginning of the Performance Period

Plus

Distributions paid per Common Unit

over the Performance Period (based on ex-dividend date)

Total Above Divided By

Average closing Common Unit Price for the thirty (30) trading days

preceding the beginning of the Performance Period

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The actual number of PA units you will earn for the Performance Period is based upon the Partnership’s relative TUR percentile ranking as follows:

WES TUR Payout Schedule

3 Year TUR Performance

< 25th Percentile

≥ 25th Percentile

≥ 50th Percentile

≥ 75th Percentile

Payout Percentage of Target

50%

100%

200%

In the event performance falls between a whole percentile figure listed in the table above, the payout will be interpolated linearly.

For example, if you were awarded 1,000 target PA units and the Partnership’s relative percentile ranking for the Performance Period is the twenty-fifth (25th) percentile, you will earn 500 PA units (1,000 × 50%) at the end of the Performance Period (subject to the other terms and conditions of this Award Agreement).

In addition to Western Midstream Partners, LP, the peer group for the Performance Period includes Antero Midstream Corporation, Enterprise Products Partners L.P., Targa Resources Corp., Equitrans Midstream Corporation, MPLX LP, The Williams Companies, Inc., Energy Transfer LP, Genesis Energy LP, ONEOK, Inc., EnLink Midstream LLC, Kinetik Holdings Inc., Kinder Morgan, Inc., DT Midstream, Inc., Hess Midstream LP, and Plains All American Pipeline, L.P. If at any time during the Performance Period, a member of the peer group files for bankruptcy or fails to meet the listing requirements of the securities exchange on which such peer company is listed, then such member shall be deemed to fall to the bottom of the relative TUR percentile ranking for the Performance Period. If at any time during the Performance Period, a member of the peer group is acquired, ceases to exist, ceases to be publicly traded, spins off twenty-five percent (25%) of more of its assets, or sells all or substantially all of its assets, then the Committee may, in its discretion, (i) drop such company out of the peer group and recalculate the results, (ii) applying conventions the Committee deems appropriate under the circumstances, calculate such company’s ranking position at the time of such event and freeze its relative TUR percentile ranking, or (iii) drop such company to the bottom of the relative TUR ranking.

After the end of the Performance Period, payment for PA units will be made in Common Units, which will be issued to you as promptly as practicable after the Board of Directors’ certification of attainment of the TUR (which such payment and certification shall occur no later than seventy (70) days following the end of the Performance Period), and in any event no later than the fifteenth (15th) day of the third (3rd) month following the end of the first taxable year in which the PA units are no longer subject to a substantial risk of forfeiture.

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Section 16 of the Exchange Act, such other arrangements must be approved by the Committee. As used herein, “Employer” means the Partnership or any of its subsidiaries that employs you at the relevant time, and “Employer Group” means the Partnership and its subsidiaries, collectively.

The PA units hereunder will have tandem distribution equivalent rights (“DERs”) in respect of any distribution paid to holders of Common Units during the period beginning on the Grant Date and ending on the earlier of (i) the date Common Units are issued to you in settlement of this PA and (ii) the forfeiture of this Award, as described below. With respect to any such distribution paid to holders of Common Units, an unvested amount of cash on each PA unit then outstanding equal to the distribution paid to holders of Common Units will accrue, without interest, and will be paid out at the same time that the underlying Common Units are delivered to you in respect of the settlement of this PA. With respect to the DERs, the Company shall pay to you a cash amount equal to (x) the sum of the aggregate amounts of such DERs accrued in accordance with the preceding sentence, multiplied by (y) the payout as a percentage of Target earned. For example, if you accrue $1,000 in DERs during the Performance Period, and the Partnership’s relative percentile ranking for the Performance Period is the seventy-first (71st) percentile, you will receive $1,840 ($1,000 × 184%) with respect to your DERs (subject to the other terms and conditions of this Award Agreement). Any accrued DERs attributable to PA units that are canceled or forfeited will not be paid and are immediately forfeited upon cancelation of the related PA units.

The grant of this PA requires your acceptance of its terms and conditions. By acknowledging receipt of this Award Agreement and signifying acceptance online through your Fidelity account, you accept and agree to abide by the terms and conditions under the Plan and the provisions of this Award Agreement. If you fail to accept this Award on or before the sixtieth (60th) day following the Grant Date, then, notwithstanding any other provision of this Award Agreement, you shall forfeit all rights under this Award (including all PA units and any DERs with respect thereto) and this Award will become null and void.

All of your unvested PA units (and any DERs relating to your unvested PA units) will be immediately forfeited if your employment with the Employer Group terminates for any reason prior to settlement or, if earlier, a Change of Control (defined below), except as provided below.

Notwithstanding the foregoing, and subject to any Supplemental Arrangement (defined below), in the event your employment with the Employer Group terminates due to (i) your death or (ii) the Employer terminates your employment due to your disability (as determined by the applicable long-term disability program in which you participate or were eligible to participate) (“Disability”), the PA units will be paid to you (or, in the case of your death, your beneficiary) pursuant to the terms and conditions above based on the level of achievement of TUR through the end of the Performance Period or the date of a Change of Control, as applicable, as if you had remained employed through the settlement date. If (A) your employment with the Employer Group is terminated by the Employer without Cause (defined below) at a time that is not within two (2) years following a Change of Control or (B) you voluntarily resign from employment with the Employer Group with the consent of the Company under circumstances the Company, in its sole discretion, determines at the time of such resignation to constitute “Retirement” for purposes of this PA (“Retirement”) (each of the foregoing, a “Pro-Rata Vesting Event”), then a pro-rata portion of the PA units (equal to the number obtained by multiplying the Target by a fraction, the numerator of which is the number of days between the first day of the Performance Period (the “Vesting Start Date”) and the Pro-Rata Vesting Event and the denominator of

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which is the total number of days in the Performance Period) shall remain eligible to vest as if you had remained employed through the settlement date, and will be paid to you pursuant to the terms and conditions above based on the level of achievement of TUR through the end of the Performance Period or the date of a Change of Control, as applicable, and all other PA units shall be immediately forfeited.

Notwithstanding the preceding provisions of this Award Agreement, and subject to any Supplemental Arrangement (defined below), the following provisions shall apply in the event a Change of Control occurs prior to the end of the Performance Period and while your PA units remain outstanding, subject to the Committee’s discretion to take any other action with respect to the PA units in accordance with Section 7(c) of the Plan:

(i)The Partnership’s relative TUR percentile ranking shall be determined as if the date upon which the Change of Control occurs (the “Change of Control Date”) is the last day of the Performance Period, and a calculation of the value of the earned PA units for the Performance Period will be made as of such date (the “PA Unit Amount”), which amount will be equal to your Target multiplied by the applicable percentage under the “Payout as % of Target” column of the table above based on the Partnership’s relative TUR percentile ranking for the shortened Performance Period;

(ii)Without limiting Section 7(c) of the Plan, prior to the Change of Control Date, the Committee, in its discretion, may determine that the PA Unit Amount shall be converted on the Change of Control Date into restricted equity units in respect of the common equity security of the successor or surviving entity (the “Surviving Company”), the number of which shall be determined equitably and in good faith by the Committee based on the relative equity values of the Partnership and the Surviving Company, and the terms of which shall include the following:

a.Subject to the provisions of clauses (b), (c) and (d) below, (i) each such restricted equity unit shall vest subject to continued employment through the last day of the Performance Period (determined without regard to the occurrence of the Change of Control) and shall be paid in the form of (x) a cash amount equal to the fair market value of the common equity security of the Surviving Company as of the last day of the Performance Period, (y) unrestricted equity of the Surviving Company or (z) a combination thereof, as determined by the Committee, (ii) such payment amount, less applicable withholding taxes, shall be paid to you within ten (10) days after the end of the Performance Period (determined without regard to the occurrence of the Change of Control), and (iii) an amount of cash equal to all DERs accrued during the Performance Period multiplied by the applicable percentage under the “Payout as % of Target” column of the table above based on the Partnership’s relative TUR percentile ranking for the Performance Period shall be paid to you, less applicable withholding taxes, within ten (10) days after the end of the Performance Period;

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(with each vested restricted equity unit payable in (x) a cash amount equal to the fair market value of the common equity security of the Surviving Company as of the date of termination, (y) unrestricted equity of the Surviving Company or (z) a combination thereof, as determined by the Committee), and (ii) an amount of cash equal to all DERs accrued during the Performance Period multiplied by the applicable percentage under the “Payout as % of Target” column of the table above based on the Partnership’s relative TUR percentile ranking for the shortened Performance Period determined as if the Change of Control Date is the last day of the Performance Period, shall be paid to you, less applicable withholding taxes, within ten (10) days following such termination;

c.In the event of your Retirement after the Change of Control Date, (i) a pro-rated portion of any restricted equity units into which the PA units have been converted shall immediately vest and be paid to you, less applicable withholding taxes, within ten (10) days following the effective date of your Retirement (in cash, unrestricted equity or a combination thereof in the same manner as contemplated in clause (b) above), and (ii) a pro-rated cash payment in respect of DERs accrued during the Performance Period multiplied by the applicable percentage under the “Payout as % of Target” column of the table above based on the Partnership’s relative TUR percentile ranking for the shortened Performance Period determined as if the Change of Control Date is the last day of the Performance Period. The pro-rated portion described in the foregoing sentence shall be based on a fraction, the numerator of which is the number of days between the Vesting Start Date and the Retirement date and the denominator of which is the total number of days in the Performance Period (determined without regard to the Change of Control); and

d.Except as set forth in clauses (b) and (c) above, if your employment terminates after a Change of Control but before the end of the Performance Period (determined without regard to the Change of Control), then any restricted equity units into which the PA Unit Amount has been converted will be immediately forfeited.

(iii)If prior to a Change of Control, your employment terminated due to your death, Disability or Retirement, then (x) any unvested PA units (in the case of your death or Disability) or the pro-rata portion of your unvested PA units (in the case of your Retirement) that remained outstanding and eligible to vest based on actual performance will be paid within ten (10) days following the Change of Control Date based on the Partnership’s relative TUR percentile ranking for the shortened Performance Period determined as if the Change of Control Date is the last day of the Performance Period in accordance with clause (x) above; and (y) an amount of cash equal to all DERs accrued during the Performance Period (in the case of your death or Disability) or the pro-rata portion of your unvested DERs (in the case of your Retirement) multiplied by the applicable percentage under the “Payout as % of Target” column of the table above based on the Partnership’s relative TUR percentile ranking for the shortened Performance Period determined as if the Change of Control Date is the last day of the Performance Period in accordance with clause (x), above, shall be paid to you, less applicable withholding taxes, within ten (10) days following such Change of Control Date.

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enjoyed immediately prior to the Change of Control, (ii) your base salary is materially reduced in comparison to the base salary enjoyed immediately prior to the Change of Control, (iii) the aggregate value of your base salary plus target incentive compensation (target annual bonus plus target annual long-term incentive award opportunity) is materially reduced in comparison to the aggregate value of your base salary plus target incentive compensation immediately prior to the Change of Control, (iv) you are required to be based at a location more than twenty-five (25) miles from the primary location where you were based and performed services immediately prior to the Change of Control, (v) you are required by the Employer to take an assignment or position that requires you to travel on frequent overnight trips resulting in extended stays away from home on a consistent basis and to a substantially greater extent than was required immediately prior to the Change of Control (this provision excludes assignments or positions that might require temporary travel for a specified, short duration of time, regardless of whether such assignment or position is the result of circumstances related to the Change of Control) or (vi) you are required, without your consent, to perform in a job position, or substantial job assignment, for which you are not skilled or trained.

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Business Combination, or (iv) the Company or an Affiliate of the Company ceases to be the general partner of the Partnership and a single “person” or “group” within the meaning of those terms as used in Sections 13(d) and 14(d)(2) of the Exchange Act, other than an Excluded Person, beneficially owns more than fifty percent (50%) of the combined voting power of the equity interests in the entity that is or becomes the general partner of the Partnership. Notwithstanding the foregoing, (A) with respect to a 409A Award where a Change of Control would accelerate the timing of payment thereunder, the term “Change of Control” shall mean a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company as defined in Section 409A of the Code and the 409A Regulations, but only to the extent inconsistent with the above definition, and only to the minimum extent necessary to comply with Section 409A of the Code and the 409A Regulations as determined by the Committee and (B) in no event will any sale, transfer or other disposition by Occidental Petroleum Corporation (“Oxy”) or its Affiliates of Common Units (or other limited partner interests in the Partnership), regardless of amount, constitute a Change of Control hereunder (whether or not such sale, transfer or disposition would otherwise constitute a Change of Control). “Excluded Person” means the Partnership, the Company, Oxy or any respective Affiliate of the Company, the Partnership or Oxy.

In addition to any similar obligations that may be applicable to you pursuant to a Supplemental Arrangement, you agree that during your employment with the Employer Group and for a period of twenty four (24) months thereafter (the “Restricted Period”), you shall not, either on your account or for any person, firm, partnership, corporation or other entity (each, a “Person”) solicit, interfere with, or endeavor to cause any employee of the Employer Group who worked in the same business unit or work location as you or with whom you otherwise worked on more than a de minimis basis on business-related matters to leave employment with the Employer Group or accept employment with another Person. In the event the Committee determines, in its discretion, that you are in breach of: (i) the obligations set forth in this paragraph or any similar obligations applicable to you under a Supplemental Arrangement or (ii) any confidentiality, non-disclosure, or non-use obligations that you owe any member of the Employer Group under any other agreements, arrangements, or understandings between you and any member of the Employer Group (collectively, the “Partnership Covenants”) you shall promptly remit to the Partnership, upon the Committee’s written request, (A) the Common Units you earned as a result of the vesting of any PA units pursuant to this PA (or to the extent you have ceased to hold such Common Units or you received a cash payment hereunder in lieu of delivery of such Common Units, a cash amount equal to the sum, as applicable, of (x) the Fair Market Value of the Common Units that you have ceased to hold (based on their Fair Market Value as of the applicable Vesting Date or other vesting event described above), and (y) the cash payment you received hereunder in lieu of delivery of any such Common Units), plus (B) the amount of any DERs that have been paid to you pursuant to this Award (collectively, the “Remittance Remedy”). The foregoing sentence shall not be construed to limit your obligations, and the Employer Group’s rights and remedies, (1) under any Supplemental Arrangement or other agreement between you and any member of the Employer Group executed in connection with the termination of your employment therewith, or

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(2) otherwise. You hereby acknowledge and agree that you have read and understand the terms of the Partnership Covenants and Remittance Remedy, each is reasonable and necessary to protect the Employer Group’s legitimate business interests, and you knowingly and voluntarily agree to these terms. If any provision of this paragraph is found by a court to be unenforceable, such provision shall be deemed modified and so enforced to the fullest extent possible.

Except as otherwise provided under, and subject to, the Partnership’s Policy on Recoupment of Incentive Compensation, if the Partnership is required to prepare an accounting restatement due to the material noncompliance of the Partnership, as a result of misconduct, with any financial reporting requirement under the securities laws, and if you knowingly engaged in the misconduct, were grossly negligent with respect to such misconduct, or knowingly or grossly negligently failed to prevent the misconduct (whether or not you are one of the individuals subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002, Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law or regulation), the Committee may determine that you shall reimburse the Partnership the amount of any payment in settlement of an award earned or accrued under the Plan during the twelve (12)-month period following the first public issuance or filing with the United States Securities and Exchange Commission (whichever first occurred) of the financial document embodying such financial reporting requirement.

Common Units issued upon payment of this PA shall be subject to the terms of the Plan and the Second Amended and Restated Agreement of Limited Partnership of Western Midstream Partners, LP, dated as of December 31, 2019, (the “Partnership Agreement”). Upon the issuance of Common Units, you shall, automatically and without further action, (i) be admitted to the Partnership as a Limited Partner (as defined in the Partnership Agreement) with respect to the Common Units, and (ii) become bound, and be deemed to have agreed to be bound, by the terms of the Partnership Agreement. Until Common Units are issued to you upon payment of this Award, you shall have any of the rights or privileges of a holder of Common Units in respect of any Common Units that may become deliverable hereunder.

Notwithstanding anything herein to the contrary, in lieu of delivering Common Units to you upon payment of this PA, the Company may elect at its discretion to pay or cause to be paid some or all of the PA units in cash equal to the Fair Market Value of the Common Units that would otherwise be distributed as of the date of payment or vesting.

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Section 409A of the Code, the Committee may (but shall not be required to) amend this Award Agreement in a manner intended to comply with the requirements of Section 409A of the Code or an exemption therefrom (including amendments with retroactive effect), or take any other actions as it deems necessary or appropriate to attempt to (a) exempt the PA units or DERs from Section 409A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the PA units or DERs, or (b) comply with the requirements of Section 409A of the Code. To the extent applicable, this Award Agreement shall be interpreted in accordance with the provisions of Section 409A of the Code. For purposes of Section 409A, each of the payments that may be made hereunder is designated as a separate payment. Notwithstanding anything in this Award Agreement to the contrary, to the extent that any payment or benefit hereunder constitutes non-exempt “nonqualified deferred compensation” for purposes of Section 409A of the Code, and such payment or benefit would otherwise be payable or distributable hereunder by reason of your termination of employment, all references to your termination of employment shall be construed to mean a Separation from Service, and you shall not be considered to have a termination of employment unless such termination constitutes a Separation from Service.

If you have any questions on this grant, please contact your HR representative.

Sincerely,

Michael P. Ure

Document

EXHIBIT 10.3

—————————————————————————————————————————————

[Date]

Dear [__________]:

Effective [Grant Date] (the “Grant Date”), you have been awarded [XX,XXX] Phantom Units or “PA units” as your target (“Target”). The value of this PA, if any, will be dependent upon the Partnership’s return on assets (“ROA”) over the specified three (3)-year performance period that begins January 1, 2024 and ends December 31, 2026 (the “Performance Period”). At the end of the Performance Period, the PA will vest based on the performance outcome.

The maximum number of PA units that you can earn with respect to the Performance Period will be calculated as follows: [X,XXX] × 200%, with actual payout based on the Company’s ROA ranking as described below.

Each PA unit represents the value of one common unit in the Partnership (“Common Unit”). The payout of this PA is contingent upon the Company’s ROA during the Performance Period. The ROA measure provides an internal measure of the Company’s efficient use of capital and will be calculated for each year during the Performance Period as follows:

Adjusted EBITDA divided by average Consolidated Total Assets

For purposes of the above formula:

(i)Adjusted EBITDA determinations shall be made by the Committee in its discretion and in a manner that is intended to be generally consistent with the Adjusted EBITDA definition set forth by the Partnership in its Form 10-K filings with the SEC, and

(ii)Consolidated Total Assets determinations shall be made by the Committee in its discretion and in a manner that is intended to be generally consistent with the caption “total assets” (or any like caption) on the consolidated balance sheets of the Partnership.

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The actual number of PA units you will earn for the Performance Period is based upon the Company’s average ROA for the Performance Period as follows:


WES ROA			Payout as % of Target
19%			200%
18%			175%
17%			150%
16%			125%
15%			100%
14%			75%
13%			50%
12%			25%
≤11%			0

In the event performance falls between a whole percentage listed in the table above, the payout will be interpolated linearly.

For example, if you were awarded 1,000 target PA units and the Company’s ROA for the Performance Period is sixteen percent (16%), you will earn 1,250 PA units (1,000 × 125%) at the end of the Performance Period (subject to the other terms and conditions of this Award Agreement).

After the end of the Performance Period, payment for PA units will be made in Common Units, which will be issued to you as promptly as practicable after the Board of Directors’ certification of attainment of the ROA (which such payment and certification shall occur no later than seventy (70) days following the end of the Performance Period), and in any event no later than the fifteenth (15th) day of the third (3rd) month following the end of the first taxable year in which the PA units are no longer subject to a substantial risk of forfeiture.

The number of PA units that vest shall be paid in the form of Common Units and such Common Units shall be delivered to you into a Fidelity brokerage account; provided, however, that the number of Common Units delivered to you will be reduced by applicable payroll and other tax withholdings unless you have elected to make a cash payment to the Company or the Employer (defined below) to satisfy such withholdings or have made other arrangements acceptable to the Company and the Employer in accordance with Section 8(b) of the Plan; provided further, however, if you are subject to Section 16 of the Exchange Act, such other arrangements must be approved by the Committee. As used herein, “Employer” means the Partnership or any of its subsidiaries that employs you at the relevant time, and “Employer Group” means the Partnership and its subsidiaries, collectively.

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same time that the underlying Common Units are delivered to you in respect of the settlement of this PA. With respect to the DERs, the Company shall pay to you a cash amount equal to (x) the sum of the aggregate amounts of such DERs accrued in accordance with the preceding sentence, multiplied by (y) the payout as a percentage of Target earned. For example, if you accrue $1,000 in DERs during the Performance Period, and the Company’s ROA for the Performance Period is sixteen percent (16%), you will receive $1,250 ($1,000 × 125%) with respect to your DERs (subject to the other terms and conditions of this Award Agreement). Any accrued DERs attributable to PA units that are canceled or forfeited will not be paid and are immediately forfeited upon cancelation of the related PA units.

Notwithstanding the foregoing, and subject to any Supplemental Arrangement (defined below), in the event your employment with the Employer Group terminates due to (i) your death or (ii) the Employer terminates your employment due to your disability (as determined by the applicable long-term disability program in which you participate or were eligible to participate) (“Disability”), the PA units will be paid to you (or, in the case of your death, your beneficiary) pursuant to the terms and conditions above based on the level of achievement of ROA through the end of the Performance Period or the date of a Change of Control, as applicable, as if you had remained employed through the settlement date. If (A) your employment with the Employer Group is terminated by the Employer without Cause (defined below) at a time that is not within two (2) years following a Change of Control or (B) you voluntarily resign from employment with the Employer Group with the consent of the Company under circumstances the Company, in its sole discretion, determines at the time of such resignation to constitute “Retirement” for purposes of this PA (“Retirement”) (each of the foregoing, a “Pro-Rata Vesting Event”), then a pro-rata portion of the PA units (equal to the number obtained by multiplying the Target by a fraction, the numerator of which is the number of days between the first day of the Performance Period (the “Vesting Start Date”) and the Pro-Rata Vesting Event and the denominator of which is the total number of days in the Performance Period) shall remain eligible to vest as if you had remained employed through the settlement date, and will be paid to you pursuant to the terms and conditions above based on the level of achievement of ROA through the end of the Performance Period or the date of a Change of Control, as applicable, and all other PA units shall be immediately forfeited.

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(i)The Partnership’s ROA shall be determined as if the date upon which the Change of Control occurs (the “Change of Control Date”) is the last day of the Performance Period, and a calculation of the value of the earned PA units for the Performance Period will be made as of such date (the “PA Unit Amount”), which amount will be equal to your Target multiplied by the applicable percentage under the “Payout as % of Target” column of the table above based on the Partnership’s ROA for the shortened Performance Period (for purposes of this calculation, ROA for any partial year will be annualized);

a.Subject to the provisions of clauses (b), (c) and (d) below, (i) each such restricted equity unit shall vest subject to continued employment through the last day of the Performance Period (determined without regard to the occurrence of the Change of Control) and shall be paid in the form of (x) a cash amount equal to the fair market value of the common equity security of the Surviving Company as of the last day of the Performance Period, (y) unrestricted equity of the Surviving Company or (z) a combination thereof, as determined by the Committee, (ii) such payment amount, less applicable withholding taxes, shall be paid to you within ten (10) days after the end of the Performance Period (determined without regard to the occurrence of the Change of Control), and (iii) an amount of cash equal to all DERs accrued during the Performance Period multiplied by the applicable percentage under the “Payout as % of Target” column of the table above based on the Partnership’s level of achievement of ROA for the Performance Period shall be paid to you, less applicable withholding taxes, within ten (10) days after the end of the Performance Period;

b.If following a Change of Control, your employment is terminated by the Employer without Cause, you resign from your employment for Good Reason, you die or your employment terminates due to your Disability, then (i) any restricted equity units into which the PA Unit Amount has been converted shall immediately vest and be paid to you, less applicable withholding taxes, within ten (10) days following such termination (with each vested restricted equity unit payable in (x) a cash amount equal to the fair market value of the common equity security of the Surviving Company as of the date of termination, (y) unrestricted equity of the Surviving Company or (z) a combination thereof, as determined by the Committee), and (ii) an amount of cash equal to all DERs accrued during the Performance Period multiplied by the applicable percentage under the “Payout as % of Target” column of the table above based on the Partnership’s level of achievement of ROA for the shortened Performance Period determined as if the Change of Control Date is the last day of the Performance Period, shall be paid to you, less applicable withholding taxes, within ten (10) days following such termination;

Page 5

c.In the event of your Retirement after the Change of Control Date, (i) a pro-rated portion of any restricted equity units into which the PA units have been converted shall immediately vest and be paid to you, less applicable withholding taxes, within ten (10) days following the effective date of your Retirement (in cash, unrestricted equity or a combination thereof in the same manner as contemplated in clause (b) above) , and (ii) a pro-rated cash payment in respect of DERs accrued during the Performance Period multiplied by the applicable percentage under the “Payout as % of Target” column of the table above based on the Partnership’s level of achievement of ROA for the shortened Performance Period determined as if the Change of Control Date is the last day of the Performance Period. The pro-rated portion described in the foregoing sentence shall be based on a fraction, the numerator of which is the number of days between the Vesting Start Date and the Retirement date and the denominator of which is the total number of days in the Performance Period (determined without regard to the Change of Control); and

(iii)If prior to a Change of Control, your employment terminated due to your death, Disability or Retirement, then (x) any unvested PA units (in the case of your death or Disability) or the pro-rata portion of your unvested PA units (in the case of your Retirement) that remained outstanding and eligible to vest based on actual performance will be paid within ten (10) days following the Change of Control Date based on the Company’s ROA for the shortened Performance Period determined as if the Change of Control Date is the last day of the Performance Period in accordance with clause (x) above; and (y) an amount of cash equal to all DERs accrued during the Performance Period (in the case of your death or Disability) or the pro-rata portion of your unvested DERs (in the case of your Retirement) multiplied by the applicable percentage under the “Payout as % of Target” column of the table above based on the Partnership’s level of achievement of ROA for the shortened Performance Period determined as if the Change of Control Date is the last day of the Performance Period in accordance with clause (x), above, shall be paid to you, less applicable withholding taxes, within ten (10) days following such Change of Control Date.

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assignments or positions that might require temporary travel for a specified, short duration of time, regardless of whether such assignment or position is the result of circumstances related to the Change of Control) or (vi) you are required, without your consent, to perform in a job position, or substantial job assignment, for which you are not skilled or trained.

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as determined by the Committee and (B) in no event will any sale, transfer or other disposition by Occidental Petroleum Corporation (“Oxy”) or its Affiliates of Common Units (or other limited partner interests in the Partnership), regardless of amount, constitute a Change of Control hereunder (whether or not such sale, transfer or disposition would otherwise constitute a Change of Control). “Excluded Person” means the Partnership, the Company, Oxy or any respective Affiliate of the Company, the Partnership or Oxy.

In addition to any similar obligations that may be applicable to you pursuant to a Supplemental Arrangement, you agree that during your employment with the Employer Group and for a period of twenty four (24) months thereafter (the “Restricted Period”), you shall not, either on your account or for any person, firm, partnership, corporation or other entity (each, a “Person”) solicit, interfere with, or endeavor to cause any employee of the Employer Group who worked in the same business unit or work location as you or with whom you otherwise worked on more than a de minimis basis on business-related matters to leave employment with the Employer Group or accept employment with another Person. In the event the Committee determines, in its discretion, that you are in breach of: (i) the obligations set forth in this paragraph or any similar obligations applicable to you under a Supplemental Arrangement or (ii) any confidentiality, non-disclosure, or non-use obligations that you owe any member of the Employer Group under any other agreements, arrangements, or understandings between you and any member of the Employer Group (collectively, the “Partnership Covenants”) you shall promptly remit to the Partnership, upon the Committee’s written request, (A) the Common Units you earned as a result of the vesting of any PA units pursuant to this PA (or to the extent you have ceased to hold such Common Units or you received a cash payment hereunder in lieu of delivery of such Common Units, a cash amount equal to the sum, as applicable, of (x) the Fair Market Value of the Common Units that you have ceased to hold (based on their Fair Market Value as of the applicable Vesting Date or other vesting event described above), and (y) the cash payment you received hereunder in lieu of delivery of any such Common Units), plus (B) the amount of any DERs that have been paid to you pursuant to this Award (collectively, the “Remittance Remedy”). The foregoing sentence shall not be construed to limit your obligations, and the Employer Group’s rights and remedies, (1) under any Supplemental Arrangement or other agreement between you and any member of the Employer Group executed in connection with the termination of your employment therewith, or (2) otherwise. You hereby acknowledge and agree that you have read and understand the terms of the Partnership Covenants and Remittance Remedy, each is reasonable and necessary to protect the Employer Group’s legitimate business interests, and you knowingly and voluntarily agree to these terms. If any provision of this paragraph is found by a court to be unenforceable, such provision shall be deemed modified and so enforced to the fullest extent possible.

Page 8

negligent with respect to such misconduct, or knowingly or grossly negligently failed to prevent the misconduct (whether or not you are one of the individuals subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002, Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law or regulation), the Committee may determine that you shall reimburse the Partnership the amount of any payment in settlement of an award earned or accrued under the Plan during the twelve (12)-month period following the first public issuance or filing with the United States Securities and Exchange Commission (whichever first occurred) of the financial document embodying such financial reporting requirement.

Notwithstanding anything herein to the contrary, no amounts payable under this Award Agreement shall be paid to you prior to the expiration of the six (6)-month period following your “separation from service” (within the meaning of Treasury Regulation Section 1.409A- 1(h)) (a “Separation from Service”) to the extent that the Company determines that paying such amounts prior to the expiration of such six (6)-month period would result in a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first business day following the end of the applicable six (6)-month period (or such earlier date upon which such amounts can be paid under Section 409A of the Code without resulting in a prohibited distribution, including as a result of your death), such amounts shall be paid to you. The intent of the parties is that the payments and benefits under this Award Agreement comply with or be exempt from Section 409A of the Code and, accordingly, to the maximum extent permitted, this Award Agreement shall be interpreted to be in compliance therewith. Nevertheless, to the extent that the Committee determines that the PA units or DERs may not be exempt from (or compliant with) Section 409A of the Code, the Committee may (but shall not be required to) amend this Award Agreement in a manner intended to comply with the requirements of Section 409A of the Code or an exemption therefrom (including amendments with retroactive effect), or take any other actions as it deems necessary or appropriate to attempt to (a) exempt the PA units or DERs from Section 409A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the PA units or DERs, or (b) comply with the requirements of Section 409A of the Code. To the extent applicable, this Award Agreement shall be interpreted in accordance with the provisions of Section 409A of the Code. For purposes of Section 409A, each of the payments that may be made hereunder is designated as a separate payment. Notwithstanding anything in this Award Agreement to the contrary, to the extent that any payment or benefit hereunder constitutes non-exempt “nonqualified deferred

Page 9

compensation” for purposes of Section 409A of the Code, and such payment or benefit would otherwise be payable or distributable hereunder by reason of your termination of employment, all references to your termination of employment shall be construed to mean a Separation from Service, and you shall not be considered to have a termination of employment unless such termination constitutes a Separation from Service.

If you have any questions on this grant, please contact your HR representative.

Sincerely,

Michael P. Ure

Document

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO RULE 13A-14(A) AND RULE 15D-14(A)

OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, Michael P. Ure, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Western Midstream Partners, LP (the “registrant”);

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 8, 2024


			/s/ Michael P. Ure
			Michael P. Ure President and Chief Executive Officer Western Midstream Holdings, LLC (as general partner of Western Midstream Partners, LP)

Document

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO RULE 13A-14(A) AND RULE 15D-14(A)

OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, Kristen S. Shults, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Western Midstream Partners, LP (the “registrant”);

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 8, 2024


			/s/ Kristen S. Shults
			Kristen S. Shults Senior Vice President and Chief Financial Officer Western Midstream Holdings, LLC (as general partner of Western Midstream Partners, LP)

Document

EXHIBIT 31.3

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO RULE 13A-14(A) AND RULE 15D-14(A)

OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, Michael P. Ure, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Western Midstream Operating, LP (the “registrant”);

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 8, 2024


			/s/ Michael P. Ure
			Michael P. Ure President and Chief Executive Officer Western Midstream Operating GP, LLC (as general partner of Western Midstream Operating, LP)

Document

EXHIBIT 31.4

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO RULE 13A-14(A) AND RULE 15D-14(A)

OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, Kristen S. Shults, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Western Midstream Operating, LP (the “registrant”);

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 8, 2024


			/s/ Kristen S. Shults
			Kristen S. Shults Senior Vice President and Chief Financial Officer Western Midstream Operating GP, LLC (as general partner of Western Midstream Operating, LP)

Document

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, Michael P. Ure, President and Chief Executive Officer of Western Midstream Holdings, LLC, the general partner of Western Midstream Partners, LP (the “Partnership”) and Kristen S. Shults, Senior Vice President and Chief Financial Officer of Western Midstream Holdings, LLC, certify to the best of our knowledge that:

(1)the Quarterly Report on Form 10-Q of the Partnership for the period ending March 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.




May 8, 2024						/s/ Michael P. Ure
						Michael P. Ure President and Chief Executive Officer Western Midstream Holdings, LLC (as general partner of Western Midstream Partners, LP)

May 8, 2024

						/s/ Kristen S. Shults
						Kristen S. Shults Senior Vice President and Chief Financial Officer Western Midstream Holdings, LLC (as general partner of Western Midstream Partners, LP)

The foregoing certifications are being furnished as an exhibit to the Report pursuant to Item 601(b)(32) of Regulation S-K and Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code) and, accordingly, are not being filed as part of the Report for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and are not incorporated by reference into any filing of the Partnership, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Document

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, Michael P. Ure, President and Chief Executive Officer of Western Midstream Operating GP, LLC, the general partner of Western Midstream Operating, LP (the “Partnership”) and Kristen S. Shults, Senior Vice President and Chief Financial Officer of Western Midstream Operating GP, LLC, certify to the best of our knowledge that:

(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.




May 8, 2024						/s/ Michael P. Ure
						Michael P. Ure President and Chief Executive Officer Western Midstream Operating GP, LLC (as general partner of Western Midstream Operating, LP)

May 8, 2024

						/s/ Kristen S. Shults
						Kristen S. Shults Senior Vice President and Chief Financial Officer Western Midstream Operating GP, LLC (as general partner of Western Midstream Operating, LP)